![]() #### Annual Report and Form 20-F 2021 #### Annual Report and Form 20-F 2021 Explore the story of our year Featuringdownloadable versions of this report, along with our sustainability summary report and other content – all accessible on desktop, tablet andmobile. www.bat.com/reporting #### Go online www.bat.com @BATplc youtube.com/welcometobat ### Accelerating ### A Better Tomorrow #### Accelerating A Better Tomorrow ™ ![]() Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 04 20 # Sustainability #### years of #### reporting 2021 was a pivotal year, marking our20th year in the Dow Jones Sustainability Indices and 20 years since we produced our first SocialReport. We’ve learned a lot alongthe way. Now we are buildingon these strong foundations to accelerate progress towardsasustainable future and createABetter Tomorrow™ forallour stakeholders. Co-founded the Eliminating Child Labour in Tobacco Growing (ECLT) Foundation and developed our first policy to address childlabour International Marketing Standards developed Established the BAT BiodiversityPartnership Stakeholder dialogue programme initiated 2000 2001 2002 2003 First tobacco company listed in the Dow Jones Sustainability Indices First Social Report published for 2001 Employment Principles established Reviewed our globalpolicies in dialogue with stakeholders Our first oral tobacco product launched Developed our first Sustainability Agenda using a best practice materialityassessment Set our first long-term 2030/2050 carbon reductiontargets 20052004 2007 Spread duplicated in Annual Report Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 05 CO 2 e 2013 2014 2016 2017 2019 Our first vapour product launched in the UK Our first tobacco heating product launched CO 2 e targets approved by the Science-Based Targets Initiative Signed up to the UN-backed Race to Zero global campaign Listed in the Dow Jones Sustainability Indices for the 20th consecutive year Thrive farmer livelihoods programme developed Enhanced global ethics programme, ‘Deliverywith Integrity’, introduced #### Carbon #### Neutral operations (Scope 1 and 2) #### 50 million non-combustible product consumers # Accelerating #### £5 billion in New Category revenues 100% of plastic packaging capable of being reusable, recyclable or compostable and unnecessary single-use plastic removed #### Zero child labour ambition for our tobacco supplychain #### Net Zero value chain In October 2021, we signed up to the UN-backed Race to Zero global campaign, committing to set science- based targets aiming for net zero value chain emissions by 2050 2050 #### Our A Better Tomorrow TM #### ambitions in numbers 2030 2025 20212022 BAT celebrates 120th anniversary Spread duplicated in Annual Report ![]() Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 04 20 # Sustainability #### years of #### reporting 2021 was a pivotal year, marking our20th year in the Dow Jones Sustainability Indices and 20 years since we produced our first SocialReport. We’ve learned a lot alongthe way. Now we are buildingon these strong foundations to accelerate progress towardsasustainable future and createABetter Tomorrow™ forallour stakeholders. Co-founded the Eliminating Child Labour in Tobacco Growing (ECLT) Foundation and developed our first policy to address childlabour International Marketing Standards developed Established the BAT BiodiversityPartnership Stakeholder dialogue programme initiated 2000 2001 2002 2003 First tobacco company listed in the Dow Jones Sustainability Indices First Social Report published for 2001 Employment Principles established Reviewed our globalpolicies in dialogue with stakeholders Our first oral tobacco product launched Developed our first Sustainability Agenda using a best practice materialityassessment Set our first long-term 2030/2050 carbon reductiontargets 20052004 2007 Spread duplicated in Annual Report Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 05 CO 2 e 2013 2014 2016 2017 2019 Our first vapour product launched in the UK Our first tobacco heating product launched CO 2 e targets approved by the Science-Based Targets Initiative Signed up to the UN-backed Race to Zero global campaign Listed in the Dow Jones Sustainability Indices for the 20th consecutive year Thrive farmer livelihoods programme developed Enhanced global ethics programme, ‘Deliverywith Integrity’, introduced #### Carbon #### Neutral operations (Scope 1 and 2) #### 50 million non-combustible product consumers # Accelerating #### £5 billion in New Category revenues 100% of plastic packaging capable of being reusable, recyclable or compostable and unnecessary single-use plastic removed #### Zero child labour ambition for our tobacco supplychain #### Net Zero value chain In October 2021, we signed up to the UN-backed Race to Zero global campaign, committing to set science- based targets aiming for net zero value chain emissions by 2050 2050 #### Our A Better Tomorrow TM #### ambitions in numbers 2030 2025 20212022 BAT celebrates 120th anniversary Spread duplicated in Annual Report ![]() BAT Annual Report and Form 20-F 2021 d To reduce the health impact #### of our business by offering a  greaterchoice ofenjoyable and lessrisky products for ourconsumers. We are clear that combustible cigarettes pose serious health risks. The only way to avoid these risks is not to start or to quit. However, we encourage those who would otherwise continue to smoke to switch completely to scientifically-substantiated, reduced-risk alternatives. \*† In order to deliver this, BAT is transforming into a truly multi-category consumer products business, with a mission to stimulate the senses of new adult generations. #### Our Purpose \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to theseproducts withoutagency clearance. Sustainability isn’t new at BAT. 2021 was a pivotal year, marking our20th year in the DowJones Sustainability Indices and 20 years since producing our first Social Report. We’ve learned a lot alongthe way. And now we are building on these strong foundations toaccelerate progress towards asustainable future and create ABetter Tomorrow™ for all our stakeholders. 20 yearsof #### Sustainability #### reporting ![]() Strategic Report Governance Report Financial Statements Other Information 01 BAT Annual Report and Form 20-F 2021 #### Inside This Report #### Strategic Report Overview Chairman’sIntroduction 02 Responding to the COVID-19 Pandemic 03 Chief Executive’s Review 04 Finance and Transformation Director’s Overview 07 Our Year in Numbers 09 Investment Case 10 Strategic Management Our Global Business 12 Our Consumer-Centric Multi-Category Portfolio 14 Our Business Model 16 Non-FinancialInformation Statement 18 Engagingwith ourStakeholders 20 UK Companies Act: Section 172(1) Statement 21 Our Markets and Megatrends 22 The Foundations of our Evolved Strategy 24 A Strategy for Accelerated Growth 26 Short-Term Deliverables to Fuel A Better Tomorrow TM 28 Simplify the Business 29 DeliveringA Better Tomorrow TM For Consumers 34 Our Vapour Products 35 Our Tobacco Heating Products 37 Our Modern Oral Products 39 Our Traditional Oral Products 41 Our CombustibleProducts 42 Beyond Nicotine 44 For Society and the Environment 45 ESG Front and Centre 46 Our ESG Roadmap 47 ESGFramework 48 Awards and Recognition 49 Reducingthe Health Impact of Our Business 50 Excellencein EnvironmentalManagement 52 Deliveringa Positive SocialImpact 54 Robust Governance 56 TCFD Reporting 58 For Employees 68 Ethos 69 People and Culture 70 For Shareholders and Investors 74 FinancialPerformance Summary 75 Treasury and Cash Flow 80 Other 82 Regional Review 84 Business Environment Group Principal Risks 92 #### Governance Directors’ Report Chairman’s Introduction on Governance 98 Governance 99 Board of Directors 100 Management Board 102 LeadershipOverview 103 Board Activities in 2021 104 Board Engagement with Stakeholders 106 Principal Decisions Made by the Board 110 GovernanceFramework 111 Division of Responsibilities 112 BoardEffectiveness 114 NominationsCommittee 116 Audit Committee 120 Remuneration Report Annual Statement onRemuneration 128 Responsibility of Directors @ 166 #### Financial Statements GroupFinancialStatements Independent Auditor’s Report 167 GroupCompanies andUndertakings 282 Parent CompanyFinancialStatements @ 292 #### Other Information Additional Disclosures 299 ShareholderInformation 353 British American Tobacco p.l.c. (No. 3407696) Annual Report2021 This document constitutes the Annual Report and Accounts of British American Tobacco p.l.c. (the Company) and the British American Tobacco Group prepared in accordance with UK requirements and the Annual Report on Form 20-F prepared in accordance with the US Securities Exchange Act of 1934 (the Exchange Act) and the rules promulgated thereunder for the yearended 31December 2021, exceptthat certainphrases, paragraphs or similar sections denoted with a ‘@’ symbol do not form part of the Annual Report on Form 20-F as filed with the USSecuritiesand Exchange Commission (theSEC)and certain phrases,paragraphs or similar sections denoted with a ‘»’ symbol do not form part of the Annual Report and Accounts. In addition, the Report of Independent Registered Public Accounting Firm on pages 176 and 177 will only be included in the Annual Report on Form 20-F. Moreover, the information in this document may be updated or supplemented only for purposes of the Annual Report on Form 20-F at the time of filing with the SEC or later amended if necessary. Any such updates, supplements or amendments will also be denoted with a ‘»’ symbol. Insofar as this document constitutes the Annual Report and Accounts, it has been prepared and is presented in accordance with, and reliance upon, applicable English company law and the liabilities of the Directors in connection with this report shall be subject to the limitations and restrictions provided by such law. This document is made up of the Strategic Report, the Governance Report, the Financial Statements and Notes, and certain other information. Our Strategic Report, pages 2 to 97, includesour purposeand strategy,global market overview,business model, global performance, as wellas ourfinancial performance andprincipalGroup risks.The Strategic Report has been approved by the Board of Directors and signed on its behalf by Paul McCrory, Company Secretary. OurGovernanceReport on pages98 to166contains detailed corporate governance information, ourCommittee reports @ and our Responsibility of Directors @ . The Directors’ Report on pages 98 to 127 (the Governance pages) @ , page 166 (Responsibility of Directors) @ and 299to379(theAdditionalDisclosure andShareholder Information pages) has been approved by the Board of Directors and signed on its behalf byPaulMcCrory, Company Secretary. Our Financial Statements and Notes are on pages 167 to 281. The Other Information section commences onpage 299. This document provides alternative performance measures (APMs) which are not defined or specified underthe requirementsof International Financial ReportingStandards (IFRS). We believe these APMs provide readers with important additional information on our business. We have included a Non-GAAP measures section on pages 304 to 313 which provides a comprehensive list of the APMs that we use, an explanation of how theyare calculated, why we use them and a reconciliation tothe most directly comparable IFRS measure where relevant. British American Tobacco p.l.c. has shares listed on the London Stock Exchange (BATS) and the Johannesburg StockExchange (BTI), and, as American Depositary Shares, on the New York Stock Exchange(BTI). The Annual Report is published on bat.com. A printed copy is mailed to shareholders on the UK main register who have elected to receive it. Otherwise, shareholders are notified that the Annual Report is available on the website and will, at the time of that notification, receive a short Performance Summary (which sets out an overview of the Group’s performance, headline facts and figures and key dates in the Company’s financial calendar) and Proxy Form. Specific local mailing and/or notification requirements will apply to shareholders onthe South Africa branchregister. References in this publication to ‘British American Tobacco’, ‘BAT’, ‘Group’, ‘we’, ‘us’and ‘our’ when denoting opinionrefer to British American Tobacco p.l.c. andwhen denotingbusiness activity refer toBritish AmericanTobacco Group operatingcompanies, collectively or individually as the case may be. The material in this Annual Report is provided for the purpose of giving information about the Company toinvestorsonly and isnot intended forgeneral consumers. TheCompany, its Directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom this material is shown or into whose hands it may come andany such responsibility or liability is expressly disclaimed. The material in this Annual Report is notprovided for product advertising, promotional or marketing purposes. This material doesnot constitute and should not be construed as constituting an offer to sell, or a solicitation of an offer to buy, any of our products. Our products are sold only incompliancewith the laws of the particular jurisdictions in which they are sold. References in this document to information on websites, including the web address of BAT, have beenincluded as inactivetextual references only. These websites and the information contained therein orconnected thereto are not intended to be incorporated into or to form part of the AnnualReport and Form 20-F. Cautionary statement This document containsforward-looking statements. For ourfull cautionary statement, please seepage 352. Explore the story ofour year Featuring downloadable versions of this report, along with our ESG report and other content –all accessible on desktop, tablet andmobile. www.bat.com/reporting ![]() BAT Annual Report and Form 20-F 2021 02 #### Chairman’s Introduction #### Accelerating A Better Tomorrow TM #### Overview Welcome to our combined Annual Report and Form 20-F for 2021. 2021 has been a year of accelerated delivery,important strategic progress and continued adaptation – all achieved in the face of the ongoing pandemic. Our teams around the world have worked tirelessly to deliver strong results across thebusiness. Theirefforts have helped ensure we continue to perform well as we build A Better Tomorrow TM by reducing the health impact of the business, and, in so doing, creating valuefor allstakeholders. My appointment as Chairman was a great honour. I have enormous respect for the responsibilities that come with the role and I will do my utmost to provide thoughtful leadership to the Board and support for Jack Bowles and his team as we advance BAT’s transformation. The strong position BAT occupies is a mark of the work done by my predecessor as Chairman, Richard Burrows. During his tenure, Richard did an outstanding job of guiding the Group through challenging times. I want to thank him, on behalf of the Board, for his dedication. Having served as a Non-Executive Director prior to my appointment as Chairman, I am fortunate to have worked with many colleagues on the Board for some time. I believe we have a wide-ranging combination of diversity, expertise, experience and knowledge that will help steer BAT through a landscape that is both uncertain and full of opportunities. #### Enhancing Organisational #### Cultureand Capabilities The Board is very encouraged by the progress we have made this year in terms of talent and culture. We have continued to embed our ethos and have strengthened skills in numerous key areas, notably digital capabilities and the supply chain of our NewCategory products. Our people have continued to demonstrate resilienceand effectiveness invery testing conditions. Their commitment to our transformation has brought tangible improvements to execution across the Group. Jack and his leadership team have developed a very coherent and compelling culturalagenda founded on purpose and responsibility. This has helped unite and inspire colleagues. Our purpose to build ABetter Tomorrow TM encapsulates why weexist and what we aspire to accomplish as an organisation. #### Strong ESG Foundations BAT has been on its sustainability journey for more than 20 years. Sustainability and ESG are a core part of our long-term business strategy and are ingrained in our identity as a responsible, purpose-led business. We continue to invest significant resources and energy in our sustainability agenda. BAT has set ambitious targets, including reaching 50 million consumers of its non-combustible products by 2030, and becoming carbon neutral in itsoperations for Scope 1 and 2 by 2030 and net zero across its wider value chain for Scope 1, 2 and 3 by 2050. The performance of our New Category products has propelled the number of non-combustible product consumers to 18.3million,ensuring we are well on track to meetour 2030 target of 50 million consumers. Our commitment to delivering carbon neutrality was highlightedearlier this year when Vuse became the first global carbon neutral vape brand \* . #### Dividends and Share Buyback The Board has declared a dividend of 217.8p per ordinary share, payable in four equal instalments of54.45p per ordinary share, to shareholders registered on the UK main register or the South Africa branch register and to American Depository Shares (ADS) holders, each on the applicable record dates. The dividends receivable by ADS holders in US dollars will be calculated based on the exchange rateon theapplicable payment dates. Further information on dividends can be found on pages 79 and 354. The Board has also announced a £2 billion share repurchase programme for 2022, as part of our commitment to enhance shareholder returns. #### Board Composition Krishnan ‘Kandy’ Anand will join the Board as an independent Non-ExecutiveDirector and member of the Nominations and Remuneration Committees from 14February 2022. Dr Marion Helmes will step down as a Non-Executive Directorfrom theconclusion of the2022 Annual General Meeting and will not stand for re-election. #### Looking Forward 2021 was a pivotal year for BAT. Our performance was strong, we are building capabilities, activelymanaging our portfolio and transformingour culture. We expect 2022 to be a year of further strategic progress and we remain confident that we will meet our medium- term targets as we continue to build ABetterTomorrow TM . Luc Jobin Chairman BAT has been on its sustainability journey for more than 20 years. Sustainability and ESG are a core part of our long-term business strategy and are ingrained in our identity as aresponsible, purpose-led business. \*As verified by Vertis based on product Life Cycle Assessmentdata provided by anindependent third party, taking into account the Group’s purchase of carbon credits throughreforestation projects. ![]() 03 Other Information Financial Statements Governance Report Strategic Report BAT Annual Report and Form 20-F 2021 As the globalCOVID-19 pandemic continues to evolve, so does the Group’s response. We remain fully committed tosupporting all our stakeholders throughout the pandemic and have responded rapidly to theevolving situation, taking action toprotect their interests. Keeping the Group Operating inaTime of Crisis The COVID-19 pandemic continues to impact the lives of many people around the world, with temporary restrictions and lockdowns across many countries leading to changes in consumer behaviour and in our operating environments. The Group continues to navigate the challenges associatedwith thepandemic with effective crisis managementand risk management processes in place, and remains afinancially resilient business. Our Board has maintained close oversight of the Group’s response to the impact of COVID-19 throughout this period. The Group remainsfinancially robust, @ with the 65% dividend pay-out ratio of long-term earnings maintained. This demonstrates the confidence in the Group’s ability to continue to navigate COVID-19 with the associated macro and socio-economic challenges anduncertainty this international crisis brings. @ #### Looking After our People Throughoutthe pandemic, we haveprioritised the health and wellbeing of our people. We have not furloughed any staff or utilised any government schemes (or subsidies) as a result ofthe pandemic, other than in respect of thedeferral oftax instalment payments, largely in the U.S. in 2020. We continue to strictly adhere to guidance from governmentsand public health authorities, as well as our own health and safety risk assessments, to ensure that our workplaces are COVID-19secure. Our digitaltransformationhas enabled us to continue to utilise remote home working when needed,ensuringall employees and customers stay connected, while continuing to invest in the development of newcapabilities throughvirtual trainingprogrammes. In many parts of the world, including our global headquarters in the UK, we have introduced a hybrid working model as appropriate andas the local regulationsallow. We have implemented COVID-19-secure workplace measures for employees whohave returned to their workplace. These include regular cleaning and sanitising,temperature checkpoints andCOVID-19 testing. For all employees, we are also making sure they are aware of the extensive wellbeing support available to them, including: – Online medical consultations; – Counselling services; and – Mental healthsupport. #### Vaccine Development In December of 2020 an initial New Drug Application for our COVID candidate vaccine was approved by the U.S. Food and Drug Administration (FDA) and we progressed into a Phase 1 study. This study has now been fully recruited and remains ongoing. We expect data to be available during Q1 of 2022 and will determine next steps based on these data, but also the rapidly evolving COVID-19 and treatment landscape. In addition to the ongoing clinical studies, further pre-clinical work was also completed which reinforced the potential of the plant- based platform. The team successfully produced 19 different monoclonal antibodies that met pharmaceutical requirements in about 10 days, demonstrating the flexibility, consistency and speedof theplant-based system toproduce clinical-quality antibodies. To accelerate the research, development and production of novel treatments, BAT launched KBio Holdings Limited (KBio)in January 2022. The company has been created to leverage the existing and extensive plant-based technology capabilities of BAT and Kentucky BioProcessing Inc (KBP), the existing BAT- owned U.S. plant biologics organisation. #### Testing and Logistical Support The forms of direct support we have deployed to address the global impact of COVID-19 have continued to evolve. Wehave: – Provided personal protective equipmentand other essential items tocommunities in which we operate; – Loaned testing equipment to the UK government; – Provided access to 3D printers to help produce protective face shields; and – Donated to many funds around the world focusing on supporting local COVID-19 responses. #### Supporting our Suppliers #### andCommunities Protecting the communities where we operateis an importantpillar ofour response to the pandemic. We have harnessed our strengths in science, engineering and logistics to support national responses to COVID-19. We have distributed thousands of items of PPE, sanitation kits, food and otheressential itemsto ourcontracted farmers and their communities. We have also leveraged our existing farmer communication channels, including mobile apps, web portals, local media spots, videos and fact sheets, torapidly deployessential COVID-19 information, often to remote rural communities. Some tobacco growing communities may be particularly vulnerable to both the virus and the economic implications of a global pandemic. We are taking great care that we don’t increase the immediate vulnerability of these communities and are committed to supporting them during the inevitable economic recovery that will follow. Our response to the #### COVID-19 Pandemic ![]() BAT Annual Report and Form 20-F 2021 04 #### Overview #### Chief Executive’sReview #### A pivotal year on our journey to build A Better Tomorrow TM Dear Stakeholders, 2021 was a pivotal year in BAT’s transformation. Our commitment to change, while delivering value to stakeholders, can beseen in the progress that has been madeon our strategic priorities. We @ increased New Category revenue by over 40% (or over 50% excluding foreign exchange) @ , reached a total of 18.3 million (up 4.8 million) consumers of our non- combustible products, NewCategories losses^ reduced for thefirst time, contributing to earnings growth @ and we brought Groupleverage down toc.3x @ . Foreign exchange has been a significant headwind on ourreportedresults,with revenue down 0.4%. However, at constant rates of exchange, we have delivered strongfinancial results, with revenue up 6.9% @ and with operating cash conversion ahead of our target of at least 90% @ . As part of a new longer-term active capital allocationframework, we have announced a £2 billion share repurchase programme for 2022, in addition to maintaining a growing dividend. This reflects our commitment to enhance shareholder returns. I would like to thank all our people and ourpartners for their continued focus andcommitment in delivering our strong results throughout this difficult COVID-19period. With strong foundations in place, we nowembark on the next phase of our journey – Faster Transformation – towards A Better Tomorrow TM : £5 billion of revenue and profitability from New Categories by 2025and developmentof opportunities Beyond Nicotine, leveraging our knowledge and capabilities from New Categories. #### Building A Better Tomorrow TM Our purpose of building A Better Tomorrow TM by reducing the health impact of our business means that we are committed toour business transformation. During 2021, our focus has been on developingand deliveringconsumer- focused productsand brands: – The growth, from 13.5 million to 18.3 million, in consumers of non- combustible productswas our strongest to date; – Non-combustible products nowaccount for 12% of Group revenue, up from 4% in2017; – Revenuefrom ourvapour productswas up 52%, with our global brand, Vuse, now the leading global vapour brand by value share; – Following volume share gains in ENA and Japan, revenue from our THP, glo, was up 34%;and – Revenuein theModern Oral category, largely through Velo, was up 39%. As consumer preferences and technology rapidly evolve, the availability of scientifically-substantiated, less risky \*† products iscrucial toeffective tobacco harm reduction and we are determined to transform ourbusiness. #### ESG Front and Centre Sustainability has been central toour business and ethos for more than two decades. In 2001, we established our first group-wide environment, healthand safety systems, the BAT Biodiversity Partnership and a programme of independently facilitated social dialogue. This year, we published our20 th ESGReport. #### 2021 was a pivotalyearinBAT’s transformation. Our commitment tochange, while delivering value to stakeholders, can be seen in the #### progress thathas been made on #### ourstrategic priorities. Aspart of a new longer- #### term active capital allocation framework, wehave announced #### a £2 billion share repurchase programme for 2022, to enhance shareholder returns, #### in addition to growing our #### dividend. #### With strong foundations in place, we now embark on #### the next phase of our journey #### – Faster Transformation – towards A Better #### Tomorrow TM . \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as tothese products withoutagency clearance. #### As consumer preferences and technology rapidly evolve, the availability of scientifically- #### substantiated, less risky \*† #### products is crucial to effective tobacco harm reduction and #### weare determined to transform #### our business. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 05 Our strategy has a clear focus on environmental, social and governance (ESG) priorities, including addressing climate change and excellence in environmental management, delivering a positive social impact and ensuring robustcorporate governance. We havemany bold ESG targets, including becominga carbonneutralbusiness by 2030 and making all plastic packaging reusable, recyclable orcompostable by 2025. In 2021, we also signed up to the UN- backed Race to Zero global campaign and committed to setting science-based targets aiming for net zero value chain emissions by 2050. Our sustainability actions have long been recognised externally and, in 2021, we were named in the Dow Jones Sustainability Indices (DJSI) for the 20th consecutive year. We continue to strive for excellence and look for new ways to reduce our resource use, preserve the natural environment, improve thelives of farmersand communities, and uphold robust corporategovernance standards. #### Our Performance for Year Ended #### 31 December 2021 We performed strongly across our key indicators during the year ended 31 December 2021. Due to a foreign currency headwind of 7.3%, revenue was lower than 2020 (down 0.4%) at £25,684 million. At constant rates of exchange, the Group revenue increased 6.9%. Currency headwinds alsoimpactedprofit from operations, increasing by 2.7% to £10,234 million with diluted earnings per share up 6.0%. Excluding adjusting items and the impact of foreign exchange, adjusted profit from operations, atconstant rates of exchange, grew by 5.2% and adjusted diluted earnings per share grew by 6.6%. Reported operating margin grew by 120 bps to 39.8%. On an adjusted basis, it fell by 70bps at current rates. We have continued to demonstrate the ongoing strength of the Group in turning operating performance into cash @ with operating cash conversion of 104% (partly due to the structural excise changes in Australia), aheadof our target of at least 90%, being a key contributor in delivering ourdeleveraging ambitions @ . ^ Based upon Category Contribution – defined as profit from the sale ofbrands after directly attributablecosts (including marketing expenses) and before the allocation of overheads #### Delivering a Step Change #### inNewCategories Fundamentalto building A BetterTomorrow TM is the acceleration of our transformation and investing to provide our consumers with enjoyable, less risky \*† products. We encourage those consumers who would otherwise continue to smoke to switch completely to scientifically- substantiated, reduced-risk alternatives \*† . Each of our New Category brands grew revenue by more than 30%, with total New Categories revenue up 42.4% to £2,054 million. Excluding the impact of foreign exchange, adjusted revenue from New Categories, at constant rates of exchange, grew 50.9%. The performance of our reduced-risk \*† portfolio of New Category products, encompassing our strong global brands, Vuse, glo and Velo, places us on track to reach the targets we set ourselves of: – £5 billion ofrevenue and profitability inour New Categories by 2025; and – 50 million consumers of non-combustible products by 2030. #### Driving Value from Combustibles The continued performance of our combustibles business will generate the funds necessary to invest in New Categoriesand transform thebusiness. Groupcigarettevalue share increased by10 bps compared with 2020, driven by the continued positive performance of thestrategic cigarette brands in the U.S. (up 80 bps). Group cigarette volume share fell 10bps. Pricing continued to be strong, with combustibles price/mix of 4.3%. Group cigarette volume was largely in line with 2020, down just 0.1% to 637 bn sticks, (with the industry estimated to be broadly in line with 2020), driven by our performance in emerging markets and partly due totrade inventory movements in the U.S. (mainly linked to the timing of price increases anduncertainty abouta potential excise increase) which are expected to unwind in early 2022. @ Denotes phrase,paragraph orsimilar that does notform part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### Group cigarette value share #### increased by 10 bps compared with 2020, driven by the #### continued positive performance #### of the strategic cigarette brands in the U.S. (up 80 bps). #### Each of our New Category #### brands grew revenue by more #### than 30%, with total New #### Categories revenue up 42.4% #### to£2,054 million. We performed strongly #### across our key indicators #### during the year ended #### 31December 2021. #### Our strategy has a clear #### focus on environmental, social and governance (ESG) priorities, #### including addressing climate #### change and excellence in environmentalmanagement, #### delivering a positive social #### impact and ensuring robust #### corporate governance. ![]() BAT Annual Report and Form 20-F 2021 06 #### Simplifying the Business The next phase of our transformation to build A Better Tomorrow TM focuses on creating a sustainable Enterprise of the Future. Across the business, we are already seeing the benefits of our organisational transformationprogramme, Quest, which has been designed to enhance our existing strengths and extract further value for the business. The five Quest accelerators are: – Quantum , our multi-year simplification programme, which continues to drive efficienciesand, in 2021,enabled incrementalannual savings of £595 million; – Unleashing Innovation isbecoming increasingly ingrained across the business. Our digital hubs, corporate venturing initiative and innovation centres are helping us stay ahead, while our continued investment in R&D enables us to satisfy or anticipate consumer preferences and generate growthfor the business across all categories; – Empowering our Organisation and enabling ourpeople todeliver remains a key driver of growth. We are providing more tools and training across the business to support and drive new ways of working; – Shaping Sustainability continues to be front and centre in our decision- making, finding ways of accelerating and connecting oursustainability journey withour purpose; and – Technology andDigital is advancing at speed, with newdigital channels, data and analytics supporting growth of our New Categories in e-commerce with marginsabove other retail channels and higher customer loyalty. #### Confidence in Our Future The BAT of tomorrow will be a high- growth, consumer goods company: global, consumer-centric and multi-category. We are confident in delivering a faster transformation,continued robust financial performance and superior cash returns to shareholders inwhat remainsa turbulent external environment. Quest is delivering this enterprise of the future, an organisation with sustainability at its core, founded on strong global brands, driven by innovation, enabled by digital tools and technology, simplified by Quantum, and powered by ourpeople. Throughthis transformation weare committed to generatingsustainable shareholder and societal value –building ABetter Tomorrow TM . Jack Bowles Chief Executive #### Chief Executive’sReview #### Continued #### Overview @ Denotes phrase,paragraph orsimilar that does notform part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### Across the business, we are already seeing the benefits of our #### organisational transformation #### programme, Quest. Quest is delivering this #### enterprise of the future, an #### organisation with sustainability #### at its core, founded on strong #### global brands, driven by #### innovation, enabled by digital #### tools and technology, simplified #### by Quantum, and powered by #### our people. #### Through this transformation we are committed to generating #### sustainable shareholder #### andsocietal value – building #### ABetter Tomorrow TM . #### The next phase of our #### transformation to build #### ABetter Tomorrow TM #### focuses #### on creatingasustainable #### Enterpriseof the Future. #### The BAT of tomorrow will be #### a high-growth, consumer goods company: global, consumer- #### centric and multi-category. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 07 #### Finance and Transformation #### Director’s Overview #### Group Transformation #### Underpinned by Financial Delivery 2021 was a pivotal year in our transformational journey. We have delivered a step change in New Categories, reconfigured our business capabilities for thefuture, delivered value through combustibles and deleveraged thebalance sheet. We believe these achievements position us well for the future, and have allowed us to deliver growth in our key financial indicators (excluding translational foreign exchange impacts) inthe year. #### Pricing and New Categories #### DriveRevenue Growth Revenue declined 0.4% to £25,684 million compared to 2020 (while 2020 was marginally lower than 2019, down 0.4% to £25,776million). Revenue from New Categories was up 42.4% in 2021 and 14.9% in 2020, while combustibles pricing remained strong (particularly in the U.S.), with Group price/mix of 4.3% in 2021 compared to 7% in 2020. Price/mix was lower largely dueto negative geographic mix as marketsbegan to recover from the impact of COVID-19, the impact of structural excise changes and acompetitiveenvironment in Australasia (estimated at £260 million) and the disposal of the Group’s operations in Iran. These were partly offset by the benefit of trade inventory movements in the U.S. (the impact of which is estimated to be £200 million and expected to unwind in 2022). A translational currency headwind, due to the relative strength of sterling, negatively impacted both periods, by approximately 7.3% in 2021 and 3.5% in 2020. On a constant currency basis, revenue was up 6.9% in 2021 and 3.3% in 2020, with 2020 also negatively impacted by COVID-19 (approximately 2.5%) due to the disruption and restrictions affecting certain markets (including South Africa and in Global Travel Retail). #### Growth in Profit from Operations #### While InvestinginNew Categories Profit from operations increased by 2.7% to £10,234 million, with 2020 up 10.5% to £9,962 million. Revenue growth, a reduction in losses from New Categories and operational efficienciesachieved under the Group’s restructuring programme (Project Quantum) were partly outweighed by the translational foreign exchange headwinds and a transactionalforeign exchange headwind of 1.7%. 2021 included a number of one-off items, including in respect of the disposal of the Group’s subsidiary in Iran (£358 million related to foreign exchange losses and asset write-off costs), an impairment charge of £54 million in Peru and a combined credit in the U.S. of £94 million (related to the partial buy-out of the pension fund and the finalisation of the dissenting shareholders litigation). However, these were lower than those recognised in 2020 in respect of goodwill impairment (£209 million largely related to Malaysia) and charges in the U.S. (£400 million) largely related to the state settlement agreements in respect of brands sold to a third party inaprior period. Our operating margin was 120 bps higher at 39.8% in 2021 (2020: up 380 bps to 38.6%). On an adjusted constant currency basis, profit from operations grew by 5.2% (2020: up 4.8%). This was driven by higher revenue and efficiencies delivered in both 2021 and 2020 as part of Project Quantum @ (which increased its delivery expectations from £1 billion to£1.5 billion) @ and lower losses from New Categories. Adjusted operating margin (at current rates) fell 70 bps to 43.4% (2020: up 100 bps to 44.1%), partly due to the proportionate growth in New Categories revenue (with the Group continuing to invest in those categories), higher revenue inlowermargin marketsand a transactional foreign exchange headwind of 1.7%. #### Revenue growth from #### NewCategories performance #### and strong combustibles pricing, particularly in the U.S., #### more than offset by foreign #### exchange headwinds. @ We have increased our #### Quantum enabled savings #### expectations from £1 bn to£1.5bn. @ #### Profit from operations #### wasup 2.7% (2020:up 10.5%), as #### growth in revenue and reduction in losses from New Categories, #### a strong combustibles pricing #### environment and operational #### efficiencies were partly offset #### byforeign exchange. In this pivotal year, we have grown New Categories revenue, invested in the future of the businessand deleveraged. This has allowed us to continue toreward shareholders with higher dividends and announce a £2 billion share repurchase programme. Webelieve we are well placed tomaximise our future potential. #### Financial Review ![]() BAT Annual Report and Form 20-F 2021 08 #### Finance and Transformation #### Director’s Overview Continued #### Financial Review #### Future Funding De-Risked #### ThroughProactive Action Our liquidity profile remains strong, with average debt maturity closeto 10 years and maximum debt maturities in any one calendar year ofaround £4 billion. In September 2021, the Groupissued perpetual hybrid bonds totalling €2 billion. These euro-denominated securities contribute to a more efficient alignment of the Group’s earnings currency. They also contribute to the diversification of the Group’s sources of funding and further strengthensits capital structure. The issuance provides the additional benefit of supporting the deleveraging journey with the addition of a small benefit to the credit metrics. @ Our medium-term ratingtargetremains BBB+/Baa1, witha current rating ofBBB+/Baa2 @ \*. Net finance costs in 2021 were £1,486 million, a decrease of 14.8% on 2020 (£1,745 million, itself an increase of 8.9%). The reduction in 2021 waspartlydriven by a foreignexchange tailwind.However, 2020includednet charges of £142 million in respect of the early redemption and tender offer in thatyear as the Group reduced future refinancingrisk by raising £8.9 billion in the US dollar, euro and sterling markets, using the proceeds to repurchase andredeem£3.1 billion ofbonds. This de-risked the future repayment profile by securing lower interest rates and future liquidity in uncertain times. Onanadjusted, constant rate basis, net finance costs declined 4.5% in 2021 (2020: up 5.9%). As part of the Group’s de-risking of future funding, during 2020 gross interest cover ceased to be a covenant in the Group’s debt facilities. #### EPS Growth Underpins #### DividendIncrease On a reported basis, basic EPS was up 6.0% at 296.9p (2020: up 12.1% at 280.0p) with diluted EPS up 6.0% to 295.6p (2020: up 12.0% to 278.9p), largely due to the net reduction in adjusting charges in 2021 and lower net finance costs, which more than offset the impact of foreign exchange on the Group’s operations. Excluding the adjusting items (discussed on pages 76 and 77) and the effect of foreign exchange on the Group’s results, adjusted diluted earnings per share, at constant rates, increased by 6.6% to 353.5p, with 2020 ahead of 2019 by 5.5%. #### Cash Generation Drives #### DebtDeleveraging We continue to focus on a balanced approach of deleveraging,while investing for the future and providing a return via dividends toshareholders. The Group’s cash conversion ratio, based upon net cash generated from operations, was 95% (2020: 98%) @ and the operating cash conversion ratio was 104% (2020: 103%) @ . The Group realised £9.7 billion (2020: £9.8 billion) of net cash generatedfrom operating activities, @ or £2.5 billion (2020: £2.6 billion) of free cash flow after dividends – which is a measure the Group uses to assess total cash generated by the Group with which torepay borrowings. @ Consequently, in 2021, total borrowings (including lease liabilities) have reduced from £43,968 million in 2020 to £39,658 million in 2021, due to the net repayment of borrowings in the year (including refinancing via issuance of perpetual hybrid bonds) and a currency tailwind of £409 million (2020: tailwind of £219 million). @We continued to deleverage our balance sheet with adjusted net debt to adjusted EBITDA ratio improved from 3.3times to 3.0 times. @ #### Active Capital Allocation #### Framework Our deleverageand cash flow generation provide the flexibility to adopt a more active capital allocation frameworkto deliver long- termvalue for shareholders. This will include: – continuing to grow the dividend: – mainitainingour target leverage corridor @ of 2-3x adjusted net debt / adjusted EBITDA @ ; – potential bolt-on M&A opportunities; and – share buybacks to enhance shareholder returns. The Boardwill prioritise capitalallocation opportunities each year in-line with this new longer-termactive capital allocation framework, while continuing to take into account macro and fiscal influences, and potential regulatory and litigationoutcomes. As a first step, we have announced a dividend increase of 1.0% to 217.8p (with a dividend pay-out ratio of 66.2%) and a £2 billion sharerepurchase programme for 2022. Tadeu Marroco Finance andTransformation Director We remain committed to #### consistent and sustainable #### long-term 3-5% revenue #### growth(excluding currency) #### anda growth in dividend. #### Dividends per share increasing by a further 1.0%, #### underpinned by the financial #### strength of our business . #### Cash flow generation remains extremely robust, #### allowing us to deleverage while #### investing for the future. The Group continues to #### deliver against the financial objectives. This has allowed theGroup to continue to #### rewardshareholders with growth individends and #### announce a £2 billion share #### repurchase programme #### all while investing in #### A Better Tomorrow. \*A credit rating is not a recommendation to buy, sell or hold securities. A credit rating may be subject to withdrawal or revision at any time. Each rating should beevaluated separately of any otherrating. @ Denotes phrase,paragraph orsimilar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 09 IFRS-GAAP Non-GAAP KPI Our performance metrics Target/Ambition 2021 % 2020 % 2019 #### Consumer Number ofNon-Combustible Product Consumers 50 million consumers by 2030 18.3m 13.5m 10.5m #### Market Share Cigarette and THP volume share growth (bps) Grow by 0-10 bps (2021) +10 bps +30 bps +20bps • Cigarette and THP value share growth (bps) +20 bps +20bps +30bps #### Volume Cigarettes (bn sticks) 637 0% 638 -5% 668 Other Tobacco Products(bn stick equivalents) 18 -9% 20 -2% 21 Vapour (mn 10ml units/pods) 535 +56% 344 +52% 226 THP (bn sticks) 19 +79% 11 +19% 9 Modern Oral (mnpouches) 3,296 +70% 1,934 +62% 1,194 Traditional Oral(bn stick equivalents) 8 -4% 8 -1% 8 #### Financial Revenue (£m) 25,684 -0.4% 25,776 -0.4% 25,877 • Adjusted Revenue at cc (%) 1,2 3-5%CAGR +6.9% +3.3% •• Revenue from New Categories (£m) £5 billion by 2025 2,054 +42.4% 1,443 +14.9% 1,255 • Revenue from New Categories at cc (%) 1 +50.9% +15.4% •• Profit from Operations (£m) 10,234 +2.7% 9,962 +10.5% 9,016 • Adjusted Profit from Operations atcc (%) 1, 2 Increase 4.0%to 6.5% (2021) +5.2% +4.8% •• Operating Margin (%) 39.8% 38.6% 34.8% • Adjusted Operating Margin (%) 2 43.4% 44.1%43.1% • Diluted Earnings per Share (p) 295.6 +6.0% 278.9 +12.0% 249.0 • Adjusted Diluted Earnings per Share (p) 2 @ 5-10% CAGR @ 329.0-0.8% 331.7 +2.4% 323.8 •• Adjusted Diluted Earnings per Share at cc (%) 1, 2 @ 5-10% CAGR @ +6.6% +5.5% •• Dividends per Share (p) 217.8 +1.0% 215.6 +2.5% 210.4 Dividend Pay-Out Ratio (%) @ 65% of long-term earnings @ 66% 65%65% Net Cash Generated from Operating Activities (£m) 9,717 -0.7% 9,786 +8.8% 8,996 • @ Free Cash Flow after Dividends (£m) 2,543 -0.3% 2,550 +32.7% 1,921 • Cash Conversion (%) 95% 98% 100% • @ Operating Cash Conversion (%) 85-95% each yearon average 104% 103% 97% •• Borrowings, including Lease Liabilities (£m) 39,658 -9.8% 43,968 -3.1% 45,366 • @ Adjusted Net Debt to Adjusted EBITDA (ratio) 2 Around 3.0x by year end 2021 3.0x 3.3x 3.5x •• @ Adjusted Return on Capital Employed (%) 2 9% 10% 9% Total ShareholderReturn(rank) 17 of 24 20 of 2321 of 23 • #### ESG Find our key ESG goals, targets and metrics in our ESG Roadmap on page 47. #### Our Year in Numbers Please refer to pages 304 to 313 for definitions of the Non-GAAP measures. See the section ‘Non-Financial Measures’ on page 302 for moreinformation on these non-financial KPIs. 1.Where measures are presented ‘at constant rates’ or ‘at cc’, the measures are calculated based on a re-translation, at the prior year’s exchange rates, ofthe current year results of the Group and, where applicable, its segments. See page 83 for the major foreign exchange rates used for Group reporting. 2.Where measures are presented as ‘adjusted’, they are presented before the impact of adjusting items. Adjusting items represent certain items of income and expense which the Group considers distinctive based on their size, nature or incidence. ![]() BAT Annual Report and Form 20-F 2021 10 #### Investment Case #### Overview #### Transformation Driving #### SustainableGrowth #### Delivering growth by reducing harm #### andexpandingour portfolio #### Reducing the Health and Environmental #### Impact ofour Business #### Creating value for all our stakeholders £5bn New Categories revenue targeted by 2025 #### Net Zero across the supply chain (scope 3) by 2050 #### Carbon #### Neutral Scope 1 and Scope 2 (CO 2 e emissions) by2030 20 th consecutive year in the Dow Jones SustainabilityIndices 50mn Non-Combustible product consumers targeted by 2030 1.1bn consumers in global combustibles market with the potential to convert to reduced-risk products \*† 12% Group revenue from Non-Combustibles 100% of plastic packaging capable of beingreusable, recyclable orcompostable and unnecessary single-use plastic removed by 2025 \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agencyclearance. ^ A rating, whether by Refinitiv or any other organisation, is not a recommendation to buy, sell or hold securities. A rating may be subject to withdrawal or revision at any time. Each rating should be evaluated separately from any other rating. In addition, the criteria used in ratings may differ among ESG rating organisations. Companies may also supply different information to such organisations (or none at all) and this lack of consistency may impact rankings. Companies may also supply different information to such organisations (or none at all) and this lack of consistency may impact rankings. Our corporatepurpose isto build ABetter Tomorrow TM . Reducing the health impact of our business, by encouraging those smokers who wouldotherwise continue to smoke toswitch completely to scientifically -substantiated, reduced-risk alternatives \*† , is the greatest contribution we can make to society. This means growing our New Categories business as fast as possible and developing opportunities Beyond Nicotine to consolidate ourposition as ahigh growth, multi-category consumer products company. Revenue growth in the global nicotine industry is accelerating through the development of New Categories, which offer reduced-risk alternatives to combustibleproducts. \*† To capitalise on this growth, our established consumer-centric, multi- category strategy is activated on a global scale, leveraging our insights on consumer satisfaction, innovation needs and taste. We are building strongglobal brands, specifically positioned ineach targetconsumer segment. In addition, we are taking a disciplined approach to our Beyond Nicotine strategy to further drive our transformation and long-term business sustainability. We have set ourselves ambitious targets to reach 50 million consumers of our non-combustible products by 2030, with revenue reaching £5 billion (and profitability) from New Categories by 2025. These ambitions will bemet through the delivery of our three clear strategic priorities: – to drive a step change in New Categories, to accelerate growth supported by increased investment; – to generate value through Combustibles, to provide the capabilitiesand funding; and – to simplify the Group, to create a stronger, faster, more agile organisation. Our work to reduce the health and environmental impact of the business will drive growth and create shared value, delivering results that benefitshareholders and widersociety. We will continue to create a stronger BAT by: – focusing on excellencein environmental management; – deliveringa positive socialimpact; and – adhering to robust corporategovernance. This builds on our strong ESG foundations including our status as: – the first tobacco company to produce a Sustainability Report in 2001; – publication of a Human Rights focus report in 2020, the first of its kind by a tobacco company to be aligned with the UN framework of Human Rights reporting; – named in the Dow Jones Sustainability Indices for 20 consecutive years; and – named third highest ESG-rated FTSE 100 company by Refinitv in2020^. Our commitments are anchored in challengingtargets against which we will track and share the progress of our transformation – including achieving Net Zero across our supply chain by 2050. Meanwhile, our ‘delivery with integrity’ programme is focused onensuring that our ethical standards are never compromised forthesakeof results. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 11 #### Creating the Enterprise of the Future #### Leveraging proven expertise and developing #### newcapabilities to deliver our ambitions #### Continuing our Track Record #### of Delivery #### Commitment to deliver returns #### andcashtoshareholders 18.3m consumers of our non- combustible products 3-5% medium-term revenue growth target (at cc) #### High Single Digit medium-term adjusted diluted EPS growth target(at cc) @ 6% dividend CAGR over10 years >11m points ofsale >150mn daily consumer interactions @ £1.5bn annualised savings targetedby 2022 @ >90% operating cash conversion targeted annually @ >175 markets in which we operate 9% adj. diluted EPS average growth (atcc) over 10 years @ Denotes phrase,paragraph orsimilar that does notformpart of BAT’s AnnualReport onForm 20-F as filed with the SEC. Our NewCategory portfolio benefits from decadesof insights and expertise that havedrivenour No.1 global revenueposition in combustibles (excl.China). Thiscombined with increased investment behind newcapabilities gives us confidence that we can deliver our medium- to long-term ambitions. Our three global NewCategory brands leverage the benefits of our world-class R&D and our manufacturing, distribution, marketing and brandbuilding capabilities, which are supported by our unrivalled global footprint across 175+ markets, with more than 11 million points of sale, reaching more than 150 million consumers daily. Together withour long-standingexperienceoperating within complex regulatory, legal and fiscal frameworks, these provide BATwith a compelling competitive advantage to drive portfolio growth and transformation within the wider tobacco industry. @ Through Project Quantum, our ongoing business simplification and efficiency programme, we aim to achieve a minimum of £1.5 billion of annualised savings by the end of 2022 to invest in new capabilities @ . Building on Quantum’s success to date, Quest will accelerate ourorganisationaland business transformation programme, driving next generationinnovations: – new digital capabilities; – empoweringour people;and – enhancing ourfuture sustainability. Through Quest, we are creating the Enterprise of the Future. We are attracting new senior talent from a diverse range of industries globally tofurtherenhance our capabilities, which willenable us to deliver on our growth ambitions over the mediumto long term. We are confident in our growth outlook, and have aproven track recordof performance whatever theexternal environment. Over the last 10 years, we have delivered 9% adjusted diluted EPS growth (at constant rates) and a 6% dividend CAGR and are confident in our medium-term targets of 3-5% revenue growth, increased operating marginand high-single digit adjusted EPS growth (at constant rates). This will be driven by: – accelerated New Category revenue growth; – continued value growth in combustibles; and – business simplification to eliminate cost and improve returns, tobecome a stronger, simpler, more agile organisation. @ With strong profitability, >90% operating cash conversion and leverage at c.3x adjusted net debt / adjusted EBITDA @ , we have adopted a more active capital allocation framework to deliver long-termvalue for shareholders. This will include: – continuing to grow the dividend; – maintainingour target leverage corridor @ of 2-3x adjusted net debt / adjusted EBITDA @ ; – considering potentialbolt-onM&A opportunities; and – share buybacks to enhance shareholderreturns. ![]() BAT Annual Report and Form 20-F 2021 12 #### Our Global Business ENA £6.0bn APME £4.2bn AmSSA £3.8bn U.S. £11.7bn #### United States #### of America U.S. Americas and #### Sub-Saharan Africa #### AmSSA #### Strategic Management Our performance across #### New Categories is accelerating #### and we now have over 18m #### consumers of non-combustible #### products. The U.S. business continues #### its accelerated journey towards #### ABetter Tomorrow TM . We delivered a year of outstanding results, #### withvapour fast approaching #### value leadership. The growth of New Categories #### across AmSSA, including our #### Canadian subsidiary cementing #### its leadership of the closed system #### vapour category, demonstrates our #### excellent post-COVID-19 recovery. Paul Lageweg Director, New Categories Guy Meldrum President and CEO(Reynolds American Inc.) Luciano Comin Regional Director, AmSSA #### To build A Better Tomorrow TM , our marketplace analysis delivers insights regarding consumer trends and segmentation, which facilitates our geographicbrand prioritisation across over 175 markets. Our business is divided into four complementary regions, with a balanced presence in both high-growth emerging markets and highly profitable developed markets. To achieve a step-change in New Categories, we are creating the Enterprise of the Future – building new capabilities around the world focused on science, innovation and digital information. Consumer preferences and technology are evolving rapidly, and we are staying ahead ofthe curve with our digital hubs, the creation of innovation hubs and further developmentof ourworld-class R&D laboratories. Weare alsoleveraging the expertise of our external partners and are looking forward to exciting results from our venturing initiative, Btomorrow Ventures. Revenue by region £25.7bn Total revenue for more key detail on our Regional Performance, see pages 84 to 91 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 13 Europe and #### North Africa Asia-Pacific and #### Middle East #### ENA #### APME Map is accurate as at 31 Dec 2021 and is representative ofgeneralgeographic regions and does not suggest that theGroup operates in each country of every region. 141 nationalities 175+ markets 150m daily consumer interactions 18.3m non-combustible product consumers 52,000+ employees In 2021, we published the 6-month results fromour one- #### year study of our flagship THP, glo. #### The biggest study we have ever #### undertaken, it makes a significant #### contribution to the evidence-base #### for this category. I’m delighted that APME #### approached 4m active #### consumers of non-combustible #### products in 2021, driven by a #### strong performance from our #### New Category platforms. Across ENA, revenue from New Categories grew 74%, #### powered by the roll-out of glo Hyper. It augurs well that, in #### key THP markets, our segment #### share is approaching overtaking #### combustibles. Johan Vandermeulen Regional Director, ENA Michael (Mihovil) Dijanosic Regional Director, APME Our supply chain has shown exceptional resilience against major global challenges, including the semi- conductor shortage and unprecedentedlogistics volatility. This is testament to our industry-leading capabilities, collaboration with our suppliers and the commitment of our people throughout the pandemic. Zafar Khan Director, Operations Dr David O’Reilly Director,Scientific Research ![]() BAT Annual Report and Form 20-F 2021 14 BAT is a leading consumer-centric, multi-category consumer goods business dedicated to stimulating the senses of adult consumers worldwide. Our portfolio reflects our commitment to meeting the evolving and varied needs of today’s adult consumer who seekssensorial enjoyment for different moods and moments. Revenue by productcategory #### Strategic Portfolio These are our key brands in both the combustibleandnon-combustible categories. This ensures focus and investment on the brands and categories that will underpin the Group’s future performance. The strategic portfolio is: #### Non-Combustibles All brands within New Categories and the strategic traditional oral brandsin moist and snus. #### Combustibles Dunhill, Kent, Lucky Strike, Pall Mall, Rothmans, Newport (US),Natural American Spirit (US), Camel (US). The Group sold 637 billion cigarette sticks and 18 billion OTP (stick equivalents) in 2021. The Group operates in over 175 markets, with 42fully integrated cigarette manufacturing facilities in 40 markets. #### Vapour #### THP Handheld, battery-powered devices that heat a liquid (called an e-liquid, usually containing nicotine) and creates a vapour tobe inhaled. THPs do not burn tobacco, so no smoke (which is a key source of toxicants)is produced. Research indicates that by heating tobacco rather than burning it, THPs have the potential tobe reduced-risk comparedtosmoking. Traditional Oralproducts contain tobacco, but there is no burning. There is strong epidemiological evidence, from countries such as Sweden, that switching completely to snus can reduce risk compared tosmoking. This is our most recent innovation across oralproducts – offering consumers a satisfying experience with a range of differentflavours. Two formulations are available: one containing lower levels of tobacco, and one that contains nicotine but no tobacco. #### Modern #### Oral #### Traditional #### Oral #### Our Reduced-Risk Portfolio (Non-Combustibles) \*† Combustibles #### New Categories #### Our Consumer-Centric #### Multi-Category Portfolio New Categories£2.1bn Traditional Oral£1.1bn Combustibles £22.0bn Other £0.5bn #### Strategic Management £25.7bn Total revenue \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. † Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. Category ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 15 30 markets where our vapour products are currentlyavailable 25 markets where our THPs are currently available 23 markets where our modern oral products are currentlyavailable 3 markets where our traditional oral products are currentlyavailable U.S. specific Global DriveBrands Market Footprint ![]() BAT Annual Report and Form 20-F 2021 16 #### A Better #### Tomorrow TM for: Society Consumers Employees Shareholders and investors Read more about these Stakeholders on pages 20 and 21 07 #### Market 08 #### Sell 09 #### Insights 01 #### Insights 03 #### Innovate 05 #### Manufacture 06 #### Move 04 #### Source 02 #### Science SPOTLIGHT: Source #### Direct #### product #### materials 1,500+ tier1 suppliersof filters, paper,adhesives, vapour devices, e-liquids, etc. Strategic lower tier Batteries, packaging,etc. #### Indirect goods and #### services 30,000+ suppliers of logistics, marketing, IT services, facilitiesmanagement, etc. Subject to the industry’s Sustainable Tobacco Programme, supported by farm-level monitoringand, in selected countries, humanrightsimpact assessments #### Tobacco #### Tobacco Subject to human rights risk assessments andindependent audits by Intertek for those withthe highest risks Other materials, #### goodsand services 42% third parties: sourcing from 250,000+ farmers 58% BAT leaf operations, contracting 75,000+farmers Total tobacco sourced #### Our Nine-Step Business Model Strategic Management Our global business understands our diverse consumers, develops products to satisfy theirpreferences and ultimately distributes them across over 175markets. Seven key enablers support us in turning powerful insights intoproducts that provide enjoyment to our consumers, while engagement helpsour key stakeholders benefit from our sustainable growth. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 17 #### Seeing Over #### theHorizon As one of the most long-standing and established consumergoods businesses in the world, we have a unique view of the consumer across our product categories, which is increasingly driven by powerful data and analytics. Theseinsights ensure thatthe development andresponsible marketing of our products is fit to satisfy consumer needs. Driven by our unique and data-driven consumer insight platform (PRISM), we focus on product categories and consumer segmentsacross our global business that have thebest potential for long-termsustainable growth. Link to risks Tobacco,NewCategoriesand other regulation interrupts growth strategy Inability to develop,commercialise and deliverthe New Categories strategy #### Accelerating Tobacco #### Harm Reduction World-class science isneeded to substantiatethe quality, safety and reduced-risk potential of our New Category products. This is crucial for building consumer trust and encouragingadult smokers to completely switch to less risky alternatives \*† . We have an extensive scientific research programme in a broad spectrum of scientific fields, including molecular biology, toxicology and chemistry. We are transparentabout our science and publish details of our research programmes on our dedicated website, www.bat-science.com,andtheresults of our studies in peer-reviewed journals. Link to risks Inability to develop,commercialise and deliverthe New Categories strategy Read more aboutour science on pages 19, 31, 35, 37, 39 and 50 #### Staying Ahead #### oftheCurve As consumer preferencesand technology rapidlyevolve, we rely on our growing global network of digital hubs, innovation hubs, world- class R&D laboratories, external partnerships and our corporate venturing initiative, Btomorrow Ventures, to stay ahead of the curve. Driving sustainable growth is at the core of our innovation. We make significant investmentsinresearch and development to deliver innovations that satisfy or anticipate consumer preferences andgenerate growth for the business. Led by our strength in developing consumer insights, each innovation helps us on our journey to build A Better Tomorrow™ by reducing the health impact of our business. Link to risks Inability to develop,commercialise and deliver the New Categories strategy #### Sourcing Materials #### Responsibly The majority of our tobacco is sourced by our own BAT leaf operations through direct contracts with over 75,000 farmers. The remainder is from third-party suppliers that, in turn, contract with an estimated 264,000 farmers. The vast majority of tobacco farms in our supply chain are smallholder family farms. Beyond tobacco, wesource product materials like paper and filters for cigarettes and, for our New Category products, we have a growing supply chain in consumer electronics and e-liquids. We also have a vast number of suppliers of indirect goods and services that are not related to our products, such as for IT services and facilitiesmanagement. Link to risks Geopoliticaltensions; Injury, illness or deathin the workplace; Solvency andliquidity Read more aboutoursupply chain on pages 52 to 55 #### Utilising our Global #### Manufacturing Footprint Wemanufacture high-quality products in facilities all over the world. We also ensure that these products and the tobacco leaf we purchase are in the right place at the right time. Our New Category products are manufactured in a mix of our own and third-party factories. We work to ensure that our costs are globally competitive and that we use our resources as effectively as possible. Link to risks Injury, illness or death in the workplace Disputed taxes, interest and penalties Foreignexchangerateexposures Geopoliticaltensions Solvency andliquidity #### Marketing our #### ProductsResponsibly Tobacco andnicotineproducts should be marketed responsiblytoadult- only consumers and not designed to appeal to youth. Through aglobally responsible approach to marketing, we help toraise standards andprevent underage access, while growing our marketshare andencouraging adult consumers to choose our products over ourcompetitors. Our International Marketing Principles (IMP) govern our marketing across all product categories. Theyinclude strict requirements to be responsible, accurateand targeted atadult consumers only. Our IMP are applied even when they are stricter than local laws. Link to risks Tobacco,NewCategoriesand other regulation interrupts growth strategy Inability to develop,commercialise and deliver the New Categories strategy Litigation Foreignexchangerateexposures Read more aboutreponsible marketing on page 57 #### Moving our Products #### Seamlessly Everywhere By applying moderntechnologies, including AI and machine learning, we ensure our products are where they areneeded whentheyare needed. Our productsare soldaround the world and we distribute them effectively and efficiently using a variety of distribution models suited to local circumstances and conditions. These distribution modelsinclude retailers, supplied through our direct distributioncapability or exclusive distributors, and our Direct-to- Consumer business –which hasbeen acceleratedthrough thedeployment of owned e-commerce sites. Link to risks Tobacco,NewCategoriesand other regulation interrupts growth strategy Inability to develop,commercialise and deliver the New Categories strategy Litigation Foreignexchangerateexposures Significantincreasesor structural changes in tobacco, nicotine and New Categories related taxes #### Offering Consumer #### Choice We have a powerful brand portfolio that we are proud of. Our global brands arewell positioned, with leading-edge insights, science and innovation behind our product pipeline. We offer adult consumers a range of products, includingcombustible products, vapour, modern oral and THPs, in markets around the world. Our range of high-quality products covers allsegments, from value-for- money to premium. Link to risks Competition fromillicit trade Significantincreasesor structural changes in tobacco, nicotine and New Categories related taxes Foreignexchangerateexposures Geopoliticaltensions Disputed taxes, interest and penalties 05 #### Manufacture 03 #### Innovate 04 #### Source 02 #### Science #### 01 and 09 #### Insights 07 #### Market 06 #### Move 08 #### Sell \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Ourproductsassoldin the U.S., includingVuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims willbe made astothese products without agency clearance. ![]() BAT Annual Report and Form 20-F 2021 18 #### Strategic Management #### A Better Tomorrow TM for: #### Our Business Model Continued Read more about these Stakeholders The greatest contribution we can make to society is by reducing the health impact of our business. We will do this by encouragingthose smokers whowould otherwise continue to smoke to switch completely to scientifically-substantiated, reduced-risk alternatives \*† . Achieving this sustainably, working to reduce our impacton the environment, iscentral to delivering ABetter Tomorrow™. Measured by – 18.3m consumers ofnon- combustible products – 75% of plastic packaging thatis reusable,recyclable or compostable – 42.7% reduction in Scope 1 & 2 emissions from our 2017 baseline Measured by – 25countrieswhere tobacco heating products are available – 30 countries where vapour products are available – 23countries wheremodern oral products are available Measured by – Accredited as GlobalTopEmployer by the Top Employers Institute – 79% Engagement Index score in our Your Voice employee survey – 0.20 Lost Workday Case Incident Rate (LWCIR) vs 0.22 in 2020 – Proportion of womenin management roles grew to 39% Measured by – 3-5% revenue growth over the medium term; – @ high-single digit adjusted EPS growth at constant rates of exchange, over the medium term; – 65% dividend payout ratio; and – deleveraging thebalance sheetto within our 2-3x adjusted net debt/ adjustedEBITDA range. @ Our consumers are at the core of everything we do and our success is underpinned by addressing theirpreferences, offering them a choice of enjoyable,innovativeand less risky products \*† . We employ 52,000+ people worldwide. Attracting and retaining an increasingly diverse workforce and providing a welcoming, inclusive working environment arekeydrivers in BAT’s transformation journey to build A Better Tomorrow™. Our focus is on providing a dynamic, inspiring and purposeful place to work. We are committed to deliveringsustainable and superior returns to our shareholders and investors. It is essential that we maintain the support of our shareholders and investors toenable access to capital. This allows us to implement our strategy and achieve ourbusiness objectives. #### Suppliers Customers Our customersincluderetailers, distributorsand wholesalers who are essential for driving growth and embedding responsible marketing practices. Across the BAT Group, we work with thousands ofdifferent suppliers worldwide. Oursuppliers are valued business partners and we believe, by working together, we can raise standards, drive sustainable practices, create shared value and build A Better Tomorrow TM for all. Non-financial informationstatement Environmentalmatters pages 48 and 52 to 53 Our business model is set out on page 16 See pages 92 to 97 for Group Principal Risks Social matters pages 48 to 50, 54 to 55 Employees pages 58 to 63 Respect for human rights pages 48 and 54 to 55 Anti-bribery and anti-corruptionmatters pages 48 and 56 to 57 Further details of our Group policiesandprinciplescan be foundatwww.bat.com #### Consumers Society #### Shareholders #### &Investors #### Our People Our reporting in the following areas includes information about the policiesandprinciplesthatgovernour approach, due diligence processes, outcomes andnon-financial performance indicators: Non-financialinformation reporting required underthe UK Companies Act isincluded in theStrategic Report as referenced below: ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 19 SPOTLIGHT: Science Tobaccoand nicotine products that involve no combustion Tobaccoand nicotine products that involvecombustion Conventional cigarettes TobaccoHeating Products (THPs) Traditional oral products Modern Oral Products Vapourproducts (E-cigarettes) Nicotineproducts that contain no tobacco andinvolve no combustion The toxicant continuum † Level of toxicants High Low NRT #### Why Harm Reduction Matters ‘Tobacco Harm Reduction’is an important public health strategy that aims to minimise the harm caused by combustible products. Key to this is encouraging adult smokers, who would otherwise continue to smoke, to switch completely to scientifically-substantiated, reduced- risk alternatives \*† . For harm reduction to be effective, alternatives areneeded thatdeliver comparable satisfactionin nicotine delivery,use, and sensorial aspects. To enable consumer choice, we have three New Category alternatives available – vapour products, tobacco heatingproducts and modern oral products – backed by world- class science. #### Assessing the Reduced-Risk #### Potential of our Products \* † To achieve tobacco harm reduction, reduced-riskassessments need to be supported by robust science. That’s why we created our leading scientific researchprogramme –and openly shareits findings. Most non-combustible products remain relatively new to the market. This means they lackthe epidemiological data required to establish harm reduction potential over decades of use. It’s necessary to take aweight-of-evidence approach, based on the emissions, exposure and risk levels of each product. Our rigorous, peer-reviewed, scientific assessment framework follows nine steps. #### World-Class Science #### forABetterTomorrow TM For more than 60 years, research and development has been acritical part of our business. The table to the right highlights how we aim to create ABetterTomorrow TM through world- class science. We invest in R&D to deliver innovations that satisfy or anticipateconsumer preferences. This helps us generate business growthacross all our categories. But themain focus of our investment isinreduced-risk products \* † . \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. † Ourproducts assoldintheU.S.,including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. Emissions 1 .Combustion studies 2.Emissions studies 3.Toxicological studies Exposure 4. Use behaviour 5.Clinical: Pharmacokinetic Studies 6.Clinical: Exposure Long-term: Epidemiological data Risk 7. Clinical: Individual risk 8.Population risk: Post MarketingSurveillance (PMS) 9.Epidemiological modelling Our multi-disciplinary risk assessmentframework Weight of importance in demonstrating RRP status\* Time Productdevelopment and innovation using scientific advances and new technologies to satisfy evolvingconsumer needs and preferences. Product stewardship to ensure quality and consumer safety based on robust science and toxicological riskassessments. Scientific evaluation ofrisk reduction to support evidence-based regulationand provide consumers with the information they need to makeinformed decisions. Collaborative development of product standards to ensure a consistent approach to product quality and safety across the industry and build consumer confidence. ![]() BAT Annual Report and Form 20-F 2021 20 #### Engaging with ourStakeholders #### Engaging with Our Stakeholders As preferences andattitudes change in anevolving industry, understanding our consumersis essentialto both successful portfolioand business growth. It is essential that we maintain the support of ourshareholdersand bondholders to maintain access to capital. Thisallowsus toimplement our strategy and achieve our business objectives. The quality of our people is a major reason why our Group continues to perform well. We understand the value of listeningand responding to feedbackfrom our people to maintaininga fulfilling, rewarding andresponsible work environment. – Consumer panels,focus groups and interviews – Consumer care helplines – Responsible advertising and marketing – Real-time digital platforms – Annual GeneralMeeting – Investor relations programme and shareholderengagement on proposednew Directors’ Remuneration Policy – Institutional shareholder meetings – CapitalMarketsDays – Investor roadshows – Resultsannouncements – Annual Report & Form 20-F – ESGReport – Stock exchange announcements – Shareholderinformation onwebsite – Director market and site visits – Virtual forums – Employee town halls – Global andregional webcasts – ‘Your Voice’ employeesurvey – Workscouncils and European EmployeeCouncilmeetings – Graduateand management trainee events – Individual performance reviews – Speak Upchannels – Product harm, addiction and social considerations – Product quality – Affordability and price – Ingredients/nicotine levels – Plastics/post-consumption product waste – COVID-19 impacts – Business performance – ESGAgenda – Corporate governance – Strength ofGroupleadership – Board succession planning – Reward – Career development – Diversity and inclusion – Corporate responsibility – Health and safety – Business ethics – Regular dialogueand communications withshareholders and investors – Robust corporate governance – Enhanced ESG reporting – Continualimprovement ofour Delivery with Integrity programme – Our rangeof enjoyable and innovativeproducts – Productquality and safety standards – International Marketing Principles – Development of innovativeproducts – Product stewardship, quality and safety standards – Clearand accurate product information – International Marketing Principles – Circular economystrategyand product sustainability initiatives – Extensive communications and virtual engagementwith ourpeople worldwide during thepandemic – Board review of and feedback on workforce engagement – Trainingand developmentprogramme – Diversity & Inclusion Strategy – Delivery withIntegrity programme – Inability to develop, commercialise and deliver New Categories – Significant excise increases – Solvency and liquidity – Foreignexchange rate exposures – Disputed taxes,interest andpenalties – Litigation – Injury, illness or death in the workplace – Geopolitical tensions #### Why this #### stakeholder is #### important to us Examples of #### how we engaged in2021 #### What matters #### to our #### stakeholders #### How we #### respond #### Principal risk #### impact Read more on pages 34 to 44 and 109 Read more on pages 106 to 107 and 128 to 132 Read more on pages 72, 73, 108 and 165 Shareholders and investors Consumers Our people We work with, take into account and respond to the views and concerns of our stakeholders, adapting toemergingrisks andstriving to meet the expectations placed upon us as a multinational business. Listening to our stakeholders helps us better understand their views and concerns, and enablesus to respond to them appropriately. It gives us valuable inputs to, and feedback on, our strategic approach, as well as ourpolicies, procedures and ways of working. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 21 Effective relationships with farmers and suppliers oftobacco leaf, product materials and indirect services are essential to anefficient,productive and secure supply chain. Our customersincluderetailers, distributorsand wholesalers who are essential for driving growth and embedding responsible marketing practices. We seek to be part of the debate that shapes the regulatory environment in which we operate, and to work collaboratively todevelop joint solutions to common challenges. – Extension Services farmer support – Ongoingdialogue and relationship management – ‘Supplier Voice’ survey, events and supplier summits – Strategicpartnerships – Ongoingdialogue and accountmanagement – ‘Customer Voice’survey – Audits/performance reviews – Sales calls & visits by trade reps – B2Bprogrammes – Meetings and ongoing dialogue – Submissions to government and advisory committees – Multi-stakeholder partnerships and working groups , such as the ECLT Foundation – External Scientific Panel – Peer-reviewed research – Attending events at the COP 26 climate summit in the UK – Community investment programmes and NGOpartnerships – Productivity/quality/cost – Sustainable agriculture – Farmerlivelihoods – Human rights – Health and safety – Climate change/ environmental impacts – COVID-19 impacts – Route-to-marketplanning – Contingency planning – Cost, price and quality – Stock availability – Consumer buyingbehaviour – Youth access prevention – COVID-19 impacts – Product regulation – Tax/excise/illicit trade – Responsible marketing – Publichealth impacts – Humanrights – Climate change/ environmental impacts – COVID-19impacts – SupplierCode ofConduct – Thrive sustainable agriculture and farmer livelihoods programme – Leafoperational standards for PPE and childlabour prevention – FarmerExtensionServices support and training – COVID-19 support – Customer loyalty programmes and incentives – Global Youth Access Prevention (YAP)Guidelines – COVID-19 support – Standardsof Business Conduct (SoBC) – Delivery withIntegrity programme – Carbonneutrality targetfor 2030 and net zero for 2050 – Human rights and climate impact assessments – Community investment programmes and charitable donations – COVID-19 support – Inability to develop, commercialise and deliver New Categories – Geopolitical tensions – Inability to develop, commercialise and deliver New Categories – Geopolitical tensions – Significant excise increases – Geopolitical tensions – Competition fromillicit trade – Significant excise increases – Regulation that inhibits growth UK Companies Act: Section 172(1) Statement Our Directors have a duty, individually and collectively as the Board, to act as they consider most likely to promote the success of the Company for the benefit of our membersas awhole. As part of this duty, our Directors must have regard for likely long- termconsequences of decisions and the desirability of maintaining a reputation for high standards of business conduct. Our Directors must also have regard for our employees’interests, business relationships withour wider stakeholders, the impact of our operations on the environment and communities in which we operate and the needto actfairlybetween shareholders. Consideration of these factors and other relevant matters isembedded into all Board decision-making, strategy developmentand riskassessment throughoutthe year. Our key stakeholdersand primary ways in which we engage with them are set out in the table to the left. Pages 106 to 109 and 163 to165providefurther explanation ofourBoard’s approach to understanding stakeholder interests to enablerelevant considerations to be drawn on inBoard discussion anddecision-making. Where the Board delegates authority for decision-making tomanagement, ourGroup governanceframework discussedon page 103 mandates consideration ofthese factors and other relevant matters as a critical part of delegatedauthorities. Examples of some of the ways thatthese factors have shaped Groupstrategy and initiatives during the year are illustrated in the table to the left. Examples of how these factors have been takeninto account in Boarddecision-making and strategydevelopmentduring theyear are provided on page 110. Read more on pages 3, 48, 53 to 55 and 109 Read more on pages 3, 57 and 109Read more on pages 36, 45 to 67 and 109 #### Suppliers Customers #### Governments #### and wider society ![]() BAT Annual Report and Form 20-F 2021 22 #### Our Markets and Megatrends #### Strategic Management #### Consumer Expectations It is widely accepted that most of the harm associated with tobacco is caused by inhaling the smoke produced by its combustion — not by nicotine. Around the world, adult consumers are increasingly driven by health considerations, looking for products and experiences more tailored to their lifestyle. As part of this, they are seeking new optionsthatpleasurably provide nicotinebut with reduced risk \*† includingnew and potentially unfamiliar delivery formats such as patches andpouches. #### Scientific Evidence There iswide agreement among many policymakers andbodies withinthe publichealthcommunity on theneed for a wide and robust science, to which we are keen to contribute, to inform policy and educateconsumers about reduced-risk products. \*† Consumers must have access to clear, factual information so they are aware of all of their options and to help build trust in reduced-riskproducts\*†. Rigorousscience can establish whether products are safer or less risky comparedwithsmoking cigarettes. #### Regulatory and Policy Regimes Science increasingly points to the likely individualand public health benefitof reduced-risk products as an alternative tosmoking. \*† For these products to realise their potential, they must be supported by effective regulatory and policy regimes thatenable responsibly-managed growth and promote informed consumer choice. #### Impacts on Biodiversity There is increasing awareness of the interconnectivity between climate change and biodiversity. Thethreats posed by climate change, including longer periods of drought and more extreme heat, are directly linked to a second challenge:biodiversity loss and ecosystem degradation. However, biodiversity, through its support of ecosystem services, also makes an important contribution to both climate-change mitigation and adaptation. As a business, we recognise that we have both animpact and a dependence on biodiversity, through our business operationsand use of ecosystem services, such as forest products, soil and water. We have a long-standing commitment to protecting biodiversity, includingthe preventionof deforestation and fragmentation of habitats. #### Agriculture Crops such as tobacco need suitable soil, water, sunlight and heat to grow. In some areas, climate change may benefit the types of crops that are typically planted there or allow farmers to shift to crops that are currently grown in warmer areas. Conversely, more extreme temperaturesand weather events, especially floodsand droughts, can harm crops and reduce yields. Substantial investments in adaptation of farming practices and the adoption of new methods will be required to offset yield losses. Examples might include crop rotation to match water availability, adjusting sowing dates torainfall and temperaturepatterns and using crop varieties suited to changed conditions. #### The Internet of Things The Internet of Things (IoT) – an ecosystem of smart devices that work together and are connected 24/7– is changing the way people consume news, make connections and shop. By 2025, over 40 billion devices are expected tobe connected to the IoT. E-commerce platforms, availableon the move, have led the established social platforms to adapt their business models toleverage social commerce,enabling retailers toextend their reach and build brand awareness and loyalty. #### Post-pandemic Realities The pandemic hasacceleratedthe shift towards a more digital world and led to changes in the way we live. These changesincludes online shopping behaviours and shift in the way people work that are likely to have lasting effects. Convenienceof choiceand delivery and the savings that easy comparison can offer have boosted online shopping since the onset of the pandemic. While physical stores have gradually reopened,thistrend willcontinue as the benefits of e-commerce to buyers and sellers become even more widespread and are adopted by new businesses and product types. Companies which invest in their online business are likely to emerge as market leaders. Meanwhile, many businesses around the world are having to deal with the“hybrid” in-person/remote work model that has the potential to become the new normal in many workplaces. We are a global business, operating at scale, in a fast-paced world. Our markets are shaped by long-term consumer, economic, cultural and social trends, as well as the regulatory environment. Generational differences and shifts in taste are continuing to emerge, as health and wellness become ever-more important. We continue to respond to this changing environment by advancing our strategy andlong-term priorities. Megatrend: #### Product Innovation Megatrend: #### Climate Change Megatrend: #### Technological Progress ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 23 Global combustible regulation As one of the world’s most regulated and taxed industries, tobacco contributes billions of dollarsto governmenttreasuriesannually. Manufacturers aresubject to wide-ranging regulation, varying considerably from market to market. Over the years, legislators have largely focused on the introduction of plain packaging,product-specific regulations, graphic health warnings on packs, tougher restrictions on smoking in enclosed public places and banson shops displaying tobacco products at the point of sale. They have also begun considering and adopting regulations aimed at menthol flavourings. Environmental concerns resultingfrom litter associated with cigarette consumption have led to an increased number of policy initiatives, with the EU leading the way with its Single-Use Plastic legislation. Impact of COVID-19 Beyond disruptionto supply chains, the short-term impact of COVID-19 on the tobacco industry is likely to be relatively limited. The impact on volumes is expected to be felt unequally across geographies, with resilience seen in more developed markets while developing markets experience potentially greater numbers of consumers turning to the illicit market. A case in point is the U.S., where, althoughthe general trend is a gradual decline in annual volumes, the Federal Trade Commission, inits annual Cigarette Report, said that manufacturers sold 203.7 billion cigarettes in 2020, up from 202.9 billion in 2019 – an increase of 0.4%. Production of the principal raw material – tobacco leaf – remains broadly diversified across a number of continents. The industry has proven adept at dealing with supply-side shocks. #### Global New Categories Market Over recent years, innovation in the tobacco and nicotine marketplace has developed new nicotine products that do not involve the combustion of tobacco leaf and the inhalation of smoke. These growing smoke- free categories includevapour products, tobacco heating products (THP)and modern oralnicotinepouches. The success of these New Categories in offering viable alternatives to displace the use of cigarettes is based on many factors. One is their ability to offer consumers satisfaction in circumstances where using combustible tobacco is no longer permittedor socially acceptable. Another istheir ability to offer a less risky but fulfilling alternative to cigarettes. There is also a growing focus on leading a healthier, personalised lifestyle amongthe new generation of adult consumers. This, in addition to technological innovation, is expected to further accelerate the growth of new categories, as these products better meet evolving preferencesand demands. Evidence of this shift can be seen in global revenues from vapour and THPs, with both currently standing at around U.S.$21 billion, an increase from 2019 of U.S.$0.8 billion and U.S.$5.8 billion, respectively. Traditional oralproducts showsteady, incrementalgrowth. Meanwhile, growing sales of Modern Oralnicotine pouches registered an acceleratedvolume expansion especially in established oral tobacco markets such as the U.S. and Scandinavia. With a global value of U.S.$1.2 billion in 2020, the category is projected to expand to over U.S.$6 billion by 2025. NewCategories Regulations At a global level, the THP and vapour markets arestill emerging. Regulation is growing alongside the growth in the categories, but perception and attitudes towards these products have been mixed and regulation is often not designed aroundtheir characteristics and potential for risk reduction \* † . Whereassome regulators, including those in the UK and New Zealand, aim to encourage their use as less risky alternatives to cigarettes, while being mindful of the risks of youth usage, other governments view them withgreater scepticism, with some imposing bans Beyond Nicotine The emerging and rapidlygrowingmarket for well-being and ‘new active’ products is expected to continue to grow as the consumertrend towards bespoke lifestyles evolves. One such market, cannabidiol (CBD), is expected to gain wider use, as evidenced by its recent growth in market size and certain governments, such as that of Germany, consideringthe legalisation ofits recreational use. #### Overview Today, the tobacco and nicotine market serves a growing base of more than one billion adult consumers. Generationaldifferences andshifts intaste are continuing to emerge, as health and wellness become ever-more important. We anticipate growth in new categories of products, including – and beyond – tobacco and nicotine. Consumers expect these to provide stimulation and pleasure, in ways previously associated with combustible products. Webelieve such growth will offset the predicted decline in cigarette consumption. #### Global Combustible Market The most recent sales data for the legal global tobacco market (2020) indicate it was worth approximately U.S.$850 billion. The largest global tobacco category remains combustible cigarettes. With over 2.7 billion cigarettes consumed annually (excl. China), it is valued at U.S.$484 billion in 2020. Over 19% of the world’s adult population (incl. China) still chooses to smoke and will likely continue to do so unless offeredsuitable alternatives. However, excluding China, the global cigarette market experienced a 4.2% volume decline in 2020 vs 2019. This is largely due to increased regulation and changingsocietalattitudesto smoking. The illicit market A further reason for the decline of legal tobacco volumes is the continued rise in illicit product consumption. While global (excl. China) illicit cigarette penetration declined from 11.9% in 2019 to 11.7% in 2020 as border closures and mobility restrictions resultingfrom the pandemic hindered consumer access to black market products, analysts expect illicit volume growth to return in several markets as travel measures ease, pressures on disposable income grow and governments raise excise. Pricedifferentials between markets, regulatory changes and broader macroeconomic pressures have the potential to further exacerbate the problem. It is generally accepted that there is a direct correlation between steep or ad hoc increases in taxes and illicit sales. The current sanctions in many countries often fail to deter criminals in search of profit. See pages 92 to 97 to read more about ourPrincipal Group Risks For furtherdiscussion regarding theregulation ofour business, please see pages 340 to 344 \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to these productswithout agencyclearance. \*\*All data sources on this page are from Euromonitor International and based on 2020 data (the latest full year available) unless otherwise stated. ![]() BAT Annual Report and Form 20-F 2021 24 The Foundations of #### our Evolved Strategy #### We are committed to providing A Better Tomorrow TM for all our stakeholders. Our ambition is to deliver long-term sustainable growth with a range of innovative andless harmful products that stimulate the senses of new adult generations. >175 markets in which weoperate >150m daily consumer interactions For decades, combustible products satisfied a need for sensorialenjoyment for many individuals. Whileoccasions for tobacco consumption are nowreduced, new opportunities have arisen: – new products provide us with an opportunity to capture, in a focused way,the consumer moments previously associated with tobacco; and – evolving and fragmenting consumer needs provide us with opportunities for additional growth in a variety ofnew categories. Our wide range of capabilities make us exceptionally well-placed for future growth: – our uniqueglobal marketing and distribution reach; – our trackrecord of R&D and innovation; – our decades’ worth of consumer insights andbrand-building expertise; and – our New Categories business aims togenerate£5bn in revenue in 2025 . >11m points of sale across over 175 markets #### 20 years ago combustible products fulfilled a multitude ofconsumer moments #### Strong #### Foundations #### Satisfying Consumer Tastes #### andMoments #### Strategic Management Morning Night AfternoonEvening ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 25 #### Our new growth opportunities will capitalise on our #### core business strengths, creating clear boundaries for our portfolio development: – reducing the health and environmental impacts of ourbusiness; – leveraging our global marketing reach and scale; – building on our knowledge of delivery platforms and technology; – relying on our experience in managingcomplex regulatory and scientific matters; and – meetingstringent strategic and #### financial metrics. #### A wider portfolio of products that offer sensorial #### enjoyment for different moods andmoments #### will allow us to capture the consumer moments #### previously associated with tobacco use, as well as satisfy new evolvingconsumer needs, through: – scientifically-substantiated, reduced-risk \*† tobacco and nicotine products; – buildingthe brands of the future; and – ultimately, a portfolio of products beyond #### nicotine that leverages our proven expertise. \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance. Beyond nicotine Tobacco New nicotine categories Social acceptability Usage #### A Developing #### Portfolio #### Parameters to Guide #### GrowthOpportunities Science and regulatory expertise BAT’s global marketing reach Leveraging delivery platforms Strategic and financial attractiveness Positiveenvironmental contribution New Category Growth Opportunities Reduced health impact compared to cigarettes Less Switch Additional ![]() BAT Annual Report and Form 20-F 2021 26 #### Stimulating #### the Senses #### ofNew Adult #### Generations #### OUR MISSION Where #### Inspirational foresights #### Remarkable innovation #### Powerful brands #### Connected organisation #### People & partnerships #### US focus #### HOW WE WIN #### HighGrowthSegments #### Priority #### Markets How In 2021, 12% of Group revenue was from non-combustible products. This was achieved through a multi-category approach whichis the very essence of ourpurpose to build ABetter Tomorrow TM #### – providing adult consumers with a range ofenjoyable and less risky \*† #### choices for every mood and moment. #### The model below outlines the key components of how we are building A Better Tomorrow TM , from our mission to stimulate the senses of adult consumers worldwide and the outcomes this will deliver for stakeholders, to the ethos that guides our decision making. #### A Strategy for AcceleratedGrowth #### Our Mission Stimulating theSenses ofNewAdultGenerations Today, we see opportunities to capture consumer moments which have, over time, become limited by societal and regulatory shifts, and to satisfy evolving consumer needs and preferences. Our mission is to anticipate and satisfy this ever-evolving consumer: provide pleasure, reduce risk, increase choice and stimulate thesenses of adult consumers worldwide. RemarkableInnovation As consumer preferences and technology evolve rapidly, we rely on our growing global network of digital hubs, innovation super centres, world-class R&D laboratories, external partnerships andour corporate venturing initiative to stay ahead of the curve. PowerfulBrands For over a century, we have built trusted and powerful brands that satisfy our consumers and serve as a promise for quality and enjoyment. We will build the brands of the future by focusing on fewer, strongerand global brands across allour product categories, delivered through our deep understanding and segmenting ofour consumers. Connected Organisation Few companies can claim over 150 million daily consumer interactions, over 11 million retail points of sale and a global network of expert employees around the world. Cultivating an ecosystemthatdirectly connectsus with consumers and stakeholders, especially through the power of digital technology, ensures we can build the brands of the future, deliver access to markets and fosterinnovations that offer sensorial enjoyment andsatisfy consumer needs. #### Must Wins High Growth Segments Driven byour uniqueand data-driven consumer insight platform (PRISM), we will focus on product categories and consumer segments across our global business that have the best potential for long-term sustainable growth. Priority Markets By relying on a rigorous market prioritisation system (MAPS), we will focus the strengths ofour unparalleled retailand marketing reach, aswell as our regulatory and scientific expertise, on those markets and marketplaces with the greatest opportunities for growth. #### How We Win Inspirational Foresights Built on our successful history, we have a unique view of the consumer across all of our product categories, which is increasingly driven by powerful data and analytics. These insights ensure that the development and responsible marketing of our products is fit to satisfy consumer needs. #### Strategic Management \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 27 2021 was indeed a pivotal year, with constant currency New Category revenue growth of over 50%combined with our reaching a total of 18.3 million consumers (up 4.8 million) of our non-combustible products. It is clear that our transformation towards ABetter Tomorrow TM #### is accelerating. KingsleyWheaton ChiefMarketing Officer #### ETHOS Consumers enjoyable choicesfor every mood andmoment, todayand tomorrow Society reduced overall health &environmental impact Employees a dynamic, inspiring and purposefulplace to work Shareholders & Investors sustainable and superior returns #### KEY STAKEHOLDER #### OUTCOMES #### OUR PURPOSE #### EmpoweredBoldFastDiverseResponsible #### Our Purpose By stimulating the senses of new adult generations, our purpose is to create ABetterTomorrow TM for all our stakeholders. We will create A Better Tomorrow TM for: Consumers By responsibly offering enjoyable and stimulating choices for every mood and every moment, today and tomorrow; Society By reducing the health impact of our business by offering a range of alternative products, aswell as by reducing our environmental andsocial impacts; Employees By creating a dynamic, inspiring and purposeful place to work; and Shareholders & Investors By delivering sustainableand superior returns. For more information aboutour purpose seeinside front cover Peopleand Partnerships Our highly-motivated people are being empowered through a new ethos that is responsive toconstant change, embodies a learning culture and is dedicated to continuous improvement. But we cannot succeed on our own, and our partnerships with farmers, suppliersand customers arealso key for ensuring sustainable futuregrowth. US Focus The United States comprises nearly half of our global business. It is also the single largest economy in the world, the largest single centre for technology and the key driver of global consumer trends, and is where we have the deep consumer understanding and financialstrengthto support the delivery of our mission to stimulate consumer senses around the restof the world. Short-Term Deliverablesto #### FuelABetter Tomorrow TM 1 Simplifythe Business @ Our ongoing simplification programme, Project Quantum, is expected to realise £1.5 billion of annualised savings through simplification and efficiencies by the end of 2022. @ For morekeydetail see pages 29 to 33 1 Ensure a Step Change in NewCategoriesPerformance With our unique cross-category consumer understanding, weare clearthere isa huge opportunity for our New Categories. For morekeydetail see pages35 to 40 1 Drive Value FromCombustibles We drive value from Combustibles to fuel our investment in, andtransition revenue to, New Categories. For morekeydetail see pages 42 to 43 ![]() BAT Annual Report and Form 20-F 2021 28 Short-Term Deliverables to #### Fuel A Better Tomorrow TM #### Strategic Management #### Our purpose is to build A Better Tomorrow TM #### by reducing the health impact of our business #### through offering a greater choice of enjoyable and less risky products \* † for our consumers. Toaccelerate this, we must become a stronger, simpler and faster organisation, which will beachieved through the delivery of three short-term priorities. 1 #### Ensure a Step Change #### in NewCategories #### Performance #### Over the years, consumer #### momentsthat used to be satisfied #### by cigarettes have been replaced #### byother products. With our unique cross-category consumer understanding, weare clearthere isa huge opportunity to recapture these moments with a broader portfolio of products that are less risky than combustible products. \*† We are clear that any portfolio expansion will leverage our strengths. We will maximise and seek to constantly improve our delivery platforms in vapour, THP and modern oral,thereby reducingthe health impact and making a positive environmental contribution. We aim to increase our consumers of non-combustibleproducts from 11 million (2019) to 50 million by 2030, driving revenue from New Categories to at least £5 billion by 2025. We are building new capabilities around the world focused on science, innovation, and digital information.Consumer preferences and technologyare evolving rapidly, and we are staying ahead of the curve with our digital hubs, the creation of innovation super centres, and further development of our world-class R&D laboratories. We are also leveraging the expertise of our external partners, and are looking forward to exciting results from our venturing initiative . #### Drive Value #### From Combustibles #### Our ambition is to increasingly #### transition our revenues from #### cigarettes to New Categories #### overtime. In order to fund the development of our New Categories, we will continue to focus on generating value fromour Combustibles business, driving sustainable increases in revenue, with volume share and value share growth. Our performance is a direct function of the strength of our brand portfolio. We will continue to develop and invest in our brands for equity and future value by offering winning brandand product propositions, enabled by purposeful innovation. RevenueGrowth Management is a critical enabler tounlock futurevalue, and our resource allocation is focused and prioritised to deliver better results with fewer initiatives. We will further consolidate our portfolio ofstrategicbrands and deliverefficiencies through a much leaner portfolio, with far fewer stock-keeping units designed to a margin. Simplify the #### Business @ #### Our ongoing simplification programme,Project Quantum, #### is expected to realise £1.5 billion #### of savings through simplification #### andefficiencies by2022. @ ThroughQuantum wehave fundamentally re-evaluated how we are organised and havereduced management layers to eliminate duplication and entrenched accountability. We continue to create new capabilities and release valuable funds for further investment in our growth ambition, ensuring the Group is stronger, faster andmore agile. We are steadfast in realising operational efficiencies, supply chain productivity and afocus on excellence in our route-to-market. \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 29 #### Short-Term Deliverables to Fuel A Better Tomorrow TM #### Simplify the Business To enable us to deliver on our commitments and to become a simpler, faster and strongerorganisation, we embarked on our Quantum journey in 2019. Quantum is our ongoingsimplification programme that is fuelling New Category investment and delivery against our financial guidance. The first phase of Quantum delivered a large-scale organisational change and the journey continued in 2020 and 2021. This has enabled us to remain agile in a fast-paced and ever-changingenvironment. The effects of the global pandemic have demonstratedthe importance of retaining simplification at the heart of our agenda. In 2021, we continued to realise benefits from Quantum, generatingmore than £595 million of savings in the year. These benefits came through various simplification initiatives: – In our UK Headquarters, we have implementeda neworganisational design. This has been key to ensuring decision-making wherethe knowledge sits and seizing the opportunities from synergies and integration. – In our markets, we have assessed and streamlined our footprint through an Operating Model review. This optimisation of our footprint is expected to deliver more than £100 million of annualised savings, enabling a sharper focus on New Categories. – Our initiatives addressing both our Centre and EndMarkets areunderpinned by our BAT Digital Business Services\* (DBS) transformation and enabledby Technology & Digital simplification. – In 2021, our DBS organisation has built new capabilities in consumer, customer, and Business Intelligence areas. Simultaneously, within our existing capabilities, DBS delivered optimisations to drive excellence and efficiency. We are continuing our Technology & Digital transformation with afocus on automation and data-driven optimisation. In the past year, we have saved more than 100,000 hours in total, ensuring undisrupted delivery of our commitments. Technology & Digital will continue to underpin our simplification journey. We have delivered our £1 billion savings commitment from Quantum 12 months earlier than planned. @ As a result, we have increased our target to £1.5 billion gross savings over three years (2020-2022). We are therefore well on track to deliver the target £1.5 billion saving commitment from Quantum by 2022. @ All the elements which underpin our simplification agenda will sharpen the focus on core capabilities critical for delivering our A Better Tomorrow™ strategy while enabling us to fuel the growth in New Categories to become a stronger, simpler and faster organisation. #### Highlights – Quantum enabled more than #### £595 million gross savings #### through organisational change #### and productivity initiatives – @ #### The previous target of £1 billion #### gross savings over three years #### (2020-2022) has been increased #### to £1.5 billion @ – BAT Digital Business Services #### is transforming by building new capabilities while simplifying the #### existing ways of working – Technology and Digital focus on #### simplification and automation saved more than 100,000 hours, ensuring undisrupted delivery of our commitments despite the #### global pandemic @Denotes phrase, paragraphor similarthat doesnot form part of BAT’s Annual Report on Form 20-F as filed with the SEC. \*Prior to 2021, Digital Business Services was called Global Shared Services. ![]() BAT Annual Report and Form 20-F 2021 30 #### Simplifying the Business and Accelerating #### theEnterprise oftheFuture BAT is moving towards the Enterprise of the Future – a global, consumer-centric, multi-category company, with sustainability at its core. We are redefining ourselves, not by the products we sell, but the consumer needs that we meet. We are creating brands with purpose, and arereshaping ourproduct portfolio, building a multi-category portfolio of non-combustible products backed by science, and expanding “beyond nicotine”. We are driven by digital transformation, technology and innovation, and by our people, living our ethos. Quest is accelerating our transformation towards the Enterprise of the Future: it is delivering the capabilities required to build our multi-category platform business, enhance our future sustainability and deliver our digital transformation. It is underpinned by fiveaccelerators. #### Deliver Q uantum U nleash #### Innovation #### Strategic Management E mpowered #### Organisation #### Shaping S ustainability T echnology & #### Digital Quantum isgenerating the resources to be reinvested in our New Categories by optimising our organisational design; leveraging our sharedservices; embedding productivity discipline; and delivering Revenue Growth Management (RGM) and Marketing Spend Effectiveness (MSE) initiatives. Unleash Innovation is delivering a step change incritical capabilities, enabling BAT to further build and successfully execute consumerfocused and remarkableinnovation. Utilising Quantum productivity savings, we are fuelling an ambitious portfolio transformationtowards a multi-category product company. Developing ourpeople, teams and culture is at the heart of Quest. The Empowered Organisation programme isbuilding an engaged,agile and high-performing organisation with capabilitiesto deliverour Enterprise of the Future. Shaping Sustainability is acceleratingour corporate journey towards a sustainable enterprise, fulfilling our A Better Tomorrow™ purpose. Developing world-class science to support our new portfolio andembedding industry leading ESG ambitions is at the heart of this programme. Technology & Digital underpins all Quest initiatives to accelerate our transformation towards a top quartile, digitally-enabled consumer packaged goods (CPG) business. Our digital transformation is focusing on digital marketing; agile organisation; value from data &analytics and intelligent automation at scale. #### Five ‘Accelerators’ #### to enable the Enterprise #### of the Future… ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 31 #### We Are Well On-track with our #### Journey Across all Accelerators @ Quantum productivity savings targethas increased from £1 billion to£1.5 billion in 2021 @ Quantum is continuing to simplify the organisation and generate funds tofuel growth in New Categories. In 2021, our new organisational designwas announced and implemented, focusedon simpler ways of working in our UK Headquarters. Our DBS Hubs are transforming to drive efficiencies in existing capabilities and build additional capabilities at the same time. We have reviewed and streamlined our EndMarkets’ OperatingModel, simplifying and optimising our business footprint. @ Our previous productivity target of £1 billion gross savings over three years (2020-2022) could therefore be increased to £1.5 billion @ . Additionally, we continue to deploy ourRevenueGrowth Management and Marketing SpendEffectiveness tools, which have delivered £100m+ value creation in U.S. and other key markets in relation to pricing, assortment, promotions and trade investment. Unleash Innovationis transforming ourcapabilities to win as a multi- category business As we evolve the range of consumer needs we serve, weare transforming capabilities in R&D and across the value chain to ensure BAT is positioned to make a step change in innovation. This transformation takes a multifacetedapproach from sharpening the insights and foresights approach that drives our technology and product investments; how we are actively managing the innovation portfolio; how we partner externally; and also how we execute with excellence across our innovation pipeline. We have achieved many milestones, including the initiation of our New Categories R&D Transformation, the launch of our “Innovation Hub” in Trieste, Italy, with further hubs planned, hosting a manufacturing site for our New Category products, a digital boutique, innovation lab and centre of excellence for digital transformation and marketing. Additionally, our ventureorganisation Btomorrow Ventures is leading investments in creative and innovative companies aligned with our vision for A Better Tomorrow TM . Empowered Organisation is strengthening ourtalent pool In 2021, the Empowered Organisation Programme launched anew EmployeeBrand Proposition which is fully aligned with our A Better Tomorrow TM strategy along with a modern best-in-class career website. Our focus on developing our people led to continuous investment in learning & development. This resulted in a global portfolio of 57programmes alldelivered 100% virtually, while providing online learning tools to allmanagers and global graduates enabling anytime anywhere access to learning anddevelopmentsupport from both internal and external experts. We have also implementeda transformational leadership assessment across all management helping our people to develop qualities required that are bigger, broader, more complex and challenging. Wehave recruited more than 1,300 new people in 2021 to further accelerateour transformation. Our dedicated focus on Diversity&Inclusion also led to an industry-first National Equality Standard(NES) and GlobalEquality Standard (GES) certification. This is a reflection of our focus on our D&I strategy and of our inclusive culture and practices. Shaping Sustainability continues toput sustainability front and centre ofeverything we do In 2021, Vuse became the first global carbon neutral vape brand\*,demonstratingour commitment to carbon neutrality and to reducing our impact on the environment. Vuse Solo became the first vaping product to receive marketing granted orders from the U.S. Food and Drug Administration (FDA), which confirms that the marketing of Vuse Solo products is appropriate for the protection of the public health and is evidence ofour robust,world-class science. We arebuilding awareness and confidence in the science that underpins our New Category products, engaging withexternal stakeholders (including regulators) to ensure these new products can help build A Better Tomorrow TM . In 2021, we also acceleratedour targets, including to have 100% of operations sites be zero waste to landfill by 2025; and to be net zero across our value chain by 2050. We are proud that our ESG efforts continue to be recognised externally. Technology & Digital is creating newchannels to connectwith our consumers and enabling the simplification of our organisation Through digital marketinginitiatives, our e-commerce footprint isdeveloping quickly, with consumer subscription programmes growing in priority New Category markets, enabling us to provide a more personalised experience for our consumers. End-to-end simplification throughautomation has improved our data analytics capabilities, our enterprise agility and efficiency,and our ability to respond faster to an ever- changing environment. We continue to digitally transform manufacturing in order to reduce waste, lessen energy usage, limit stoppages to production and save personnel time. Our ongoing ranking in the Gartner Supply ChainTop 25 demonstrates how the digital transformation and increased automation of our supply chain ishaving a positiveimpact. 100m+ value creation in U.S. and other keymarkets in areas related to pricing, assortment, promotions and trade investment. @ £1.5bn Quantum productivitysavings target (2020-2022), up from £1bn @ \*As verified by Vertis based on product Life Cycle Assessmentdata provided by anindependent third party, taking into account the Group’s purchase of carbon credits throughreforestation projects. ![]() BAT Annual Report and Form 20-F 2021 32 #### Technology & Digital Unlockingthe Enterprise #### of the Future #### Strategic Management 1.8m New Categories followers on Social media #### Consumers and Customers Manufacturing and Supply Chain Finance, HR and Legal #### +20 ppt increase in demand forecasting accuracy (YoY) for New Categories through deployment of advanced statistical forecasting technologies 75%+ increase in hours saved through digitalbots and automation ofback-officeactivities 300+ employees trained in Design Thinking, driving innovative and agile ways of working >50% agile deliveryof technology solutions across our organisation 200 new roles with new capabilities in Global BusinessSolutions 12,800 online connections during four-day Automation Summit with 45 speakers and over 20 hours ofcontent DigitalTransformation across BAT is about leveraging technology to deliver value for all our stakeholders. We are investing in digital skills, providing tools and capabilities to our peopleand driving anentrepreneurial mind-set, which is essentialfor identifying andscaling up solutions across the enterprise to maximise the value of our investments. Our business has delivered exceptional results enabledby the further acceleration of our digital transformation in 2021. Our focus is to leverage data &insights, apply technology, and agile new ways ofworkingto unlock commercial value at pace. Marina Bellini Director, Digital and Information +200% consumer engagements increase throughHyper personalisation and dynamiccontent pilots £30m generated through scale up of digital innovation ideas across the enterprise >1,000 employees trained as Citizen Developers, democratising automation through aculture of self-sufficiency ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 33 – Social listening and responding capabilities deployed in 48 countries to enable sentiment tracking and ability to influence our brands’ share ofpositive mentions– enhancing brand reputation and industry-leading Youth Access Prevention. – World-class Enterprise Data Platform (EDP) – building the foundation forautomation and analytics. – Leveraging deep consumer insights to develop personalised consumer journeys – enabling the delivery of compelling communications to the right consumer at the right time and 200million automated and personalised messages. For example, targeting and journeymanagement of 15+ micro-consumer segments across 25+ consumer journeys helpedtoadd 760,000 THP consumers in Japan. 14.2m contactable adult New Category consumers – Global deploymentof a mobile-first, best in class New Categories e-commerce user experience,winning four e-commerceawards for user experience and website design. – Over 45 direct-to-consumer owned e-commercestore fronts –with a further 45+ branded and unbranded sites worldwide. – ConnectedConsumer Devices successfully tested in 2 markets – creating enriched experiences, higher loyalty and strong digital relationships, resulting in new revenue streams and a shift to D2C channels. – New consumer Loyalty capability successfully piloted – opening the path for seamless cross-channel activation and collaboration with Customer and Big Tech Partners – Global Trade Platform enabling B2B engagement across 75 countries, 15,000 trade partners andservicing two million retailers +42% increase of active subscribers of New Categories – Over 5,000 employees, 50 startups, 100’s of suppliers and techpartners can now leverage BAT’s global BTomorrowInnovation Platform for researching and reporting innovations. – World-class conversion rate ofproofs-of-concept; scale is doublethe average rate of other corporations, demonstratingthe commitment of BAT regions and functions to delivering efficiently and quickly on innovations. – Our investment in Control Tower and Logistics Visibility technologies continue to improve howwe proactively manage supply chain risks. – Our continued investments in digitalising our manufacturing facilities are driving cost reductions and improving operationalsustainability. Deployment ofIoT technology isenabling smart management of energyand wateracross our factories, reducing energy consumption by as much as 50% in pilot locations. #### +23 pts improvement in Dow Jones Sustainability Index Cyber Security score, close to best in class in Industry #### Digital innovation #### accelerating digital #### transformation #### Digital and data #### delivering value across #### BAT, accelerating our Transformation to #### a Better Tomorrow TM . #### Deepening Consumer #### engagement #### acceleratedby Social #### andBig Data Insights #### Continuing significant #### investments in our #### marketing technology #### delivered new capabilities within social listening, social activation, and integrated data and #### analytics platforms. #### Best-in-class #### commercial digital experience and launch of #### new connected services #### Expanding our modern #### marketing technology #### stack with new capabilities #### to build lifetime value through subscriptions, #### loyalty and added-value #### connected services. #### Leveraging Technology and Data to Grow at Speed We have over 150 million daily consumer interactions and over 11 million retail points of sale. Digital channelsand capabilitiesallow usto connectwith them, ensuring better consumerengagement with brands, innovations and services that can stimulate the senses of new adult generations. ![]() BAT Annual Report and Form 20-F 2021 34 ## for consumers By responsibly offering enjoyable and stimulating choices for every mood and every moment, today and tomorrow. Our consumers are at the core of #### everything we do and our success #### is underpinned by addressing their #### preferences, offering them a choice #### of enjoyable, innovative and less #### risky products \*† through: – a wide choice of high-quality and stimulating products for every mood and moment; – brands they can trust that are #### manufactured to high-quality and safety standards; – reduced-risk alternatives to combustible products; \*† – transparent, clear and #### accurateinformation, based on robust science, about the relative risks; and – responsible marketing that #### doesn’t engage or appeal #### to youth. BAT Annual Report and Form 20-F 2021 †No observed genotoxicity under these test conditions. \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 35 #### Strategic Management #### Highlights – Vuse achieves Global #### value leadership – Vuse value share up 800 bps vs #### 2020 to reach 33.5% share in our #### Top 5 markets. – Consumer acquisition up 1.8m #### reaching 8.4m, with growth in #### allTop 5 markets. – Vapour volume up 56% with #### revenue 59% higher at constant #### rates of exchange. – Vuse first global vapour brand #### independently verified by Vertis #### as carbon neutral ^ #### in May 2021. #### The Scientific Evidence \* There is growing consensus among many in the public health community and academia about the role of vapour products as a reduced-risk \*† alternative to smoking. This is supported by a wealth of global reviews, studies and reports. In the UK, for example, PublicHealth England 3 issued a series of expert reviews of the latest evidence, concluding: “based on current knowledge, vaping is at least 95% less harmful than smoking”.According to theUK’s Office for National Statistics, vaping now stands at 6.3% of the population, and smoking levels have dropped to 14.1%, from 23% in 2012, which means the UK has one of the lowest smoking incidences in Europe. In 2021, we published a comprehensive review of the scientific evidence for vaping products, their potential health effects, and their role in tobacco harm reduction. This is a summary of more than 300 peer-reviewed scientific papers and other evidence published by around 50 institutions over the past decade. According to adult population modelling studies cited in the review, a significant reduction in premature deaths could be achieved if current smokers switched exclusively to vaping rather than continuingtosmoke cigarettes. 30 Number of markets where the Group’s vapour products are sold #### Our Vapour #### Products \* Vapour products are battery-powered devicesthat heatliquid formulations– e-liquids – to create a vapour which is inhaled. Most e-liquids contain water, propylene glycol and glycerol, flavourings and nicotine, although some e-liquids don’t contain any nicotine. The products contain no tobacco and no combustion takes place. the current best estimate is #### that e-cigarettes are around 95% #### less harmful than smoking. Public HealthEngland 3 , 2015 #### Short-Term Deliverables to Fuel A Better Tomorrow TM #### Ensure a Step Change in NewCategories Performance None 2 None 1 Mutagenicity (Whole Aerosol) 9% Cytotoxicity 0% OxidativeStress yH2AX (DNA Damage) Cigarette= 100% Toxicology tests Cigarette vs ePen 2 Notes: 1.No observed mutagenicity under these test conditions. 2. No observed genotoxicity under these test conditions. \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. ^ As verified by Vertis based on product Life Cycle Assessmentdata provided by anindependent third party, taking into account the Group’s purchase of carbon credits throughreforestation projects. 3. Public Health England was replaced in Oct 2021 by UK Health Security Agency and Office for Health Improvement and Disparities Vapour Top 5 markets U.S., UK, France, Germany and Canada. ![]() BAT Annual Report and Form 20-F 2021 36 #### Vuse Certified as Carbon Neutral Vuse is one example of how we are driving our ESGpurpose. We arevery proud that Vuse has been independently certified by Vertis as the first global carbon neutral ^ vapour brand. We have removed all unnecessary single use plastics from our Vuse packaging and implemented Device Take Back schemes in all our vapour markets – examples of our many projects aimed at making Vuse one of the most sustainable and trusted vaping brand worldwide with aclear consumer-ledpurpose. #### Regulation and PMTA The future of tobacco harm reduction has always depended onrobust science, and ensuring that this is accessible to audiences outside the scientific community is critical. This need is growing stronger than ever – with a number of cases of acute lung diseases (referred to as EVALI) reported among vapers in the U.S. in 2019, consumers want to be clear on the risk profile of these products. Inaddition, consumer perceptions of nicotine are evolving with many consumers over-estimating the risks associated with nicotine generally. This also demonstrates theimportance of having, and enforcing, a robust and effective regulatory framework that ensures high product standardsand prevents access and appeal to youth – things we have long advocated. Robust science has to be at the centre of any regulatory development and engagement. We are fully committed to working in a regulated market, where adult consumers can be confident that marketed tobacco products are appropriatefor theprotection of the public health andunderpinned byscience. This approach is underscored by the U.S. Food and Drug Administration’s Premarket Tobacco Product Application (PMTA) process. PMTAs are based on a summary of all research findings to demonstrate that the marketing of a product meets the FDA’s criteria as “appropriate forthe protection ofthe public health”. In October 2021, Vuse Solo received the first of its kind FDA marketing authorisation for vapour products in Original flavour. This confirmed that the marketing of Vuse Solo productsis appropriate for the protection of the public health, the culmination of years of scientific study and research. The Vuse Alto PMTA, which was submitted nearly a year after Vuse Solo, shares the same foundational science. We are confident in the quality of our applications. We support efforts by the FDA to both address the increasing availability of flavoured synthetic nicotineproducts and enhance enforcement actionsagainst flavoured disposable vapour products. The FDA is under increased scrutiny from Congress to act against these types of products, including clarifying the regulatory framework within which such products should be regulated and enforced, which we believe is likely to lead to substantive action by the FDA. #### Performance Summary Vapour continued its strong momentum driven by Vuse. Total volume of consumables was up 56% to 535 million units, having grown 52% (to 344 million units) in 2020. Combined with consumable pricing across all T5 markets, this drove revenue up 52% to £927 million, or 59% at constant rates of exchange, with 2020 up 52% to £611 million (or an increase of 53% at 2019 rates of exchange). In 2021, Vuse achieved global vapour value share leadership (in July 2021) with a full year value share of 33.5% (up 780 bps vs 2020). Vuse is now at or approaching value share leadership in all T5 markets. We consolidated our volume share leadership of devices in all T5 markets, driven by industry leading consumer acquisition up 1.8 million to 8.4 million consumers. In the U.S., we are approaching vapour value leadership, driven by Vuse Alto, with total vapour value share for the year up 760 bps to 32.5%, maintaining the momentum of 2020 which was up from 16.6% in 2019. Vuse consumables volume grew 67% in 2021, having grown 70% (to 174 million units) in 2020, outperforming the totalvapour industry in both years (up 21% in 2021 and down 13% in 2020). In 2020, the industry in the U.S. was impacted by the EVALI crisis in 2019 and implementation of flavour regulations in early 2020. We retained leadership (by volume) of closed system devices, with growth of 500 bps to 57.4% compared to 2020. We performed well in 2021 and 2020 in the othertop vapourmarkets, andextended our leadership positions, with all T5 Vype migrations to Vuse completed during the year. Specifically: – in the UK, total vapour value share of the category was 31%, compared to 36% in 2020. Vuse performed well, with value share up 210 bps to 16.9% driven by both ePen 3 and ePod; – in France, vapour value share reached 45.7% in 2021, an increase of 14.2 ppts (versus 2020), driven by ePen 3 and ePod; – in Canada,having gained value share leadership in 2020, we continued to grow, with total vapour value share up 34.3 ppts to 80.4% in 2021, driven by ePod; and – in Germany, ourvalue share oftotalvapour was 59.9%, up 10.1 ppts (2020: 49.9%), driven by ePen 3 and ePod. In January 2021, we pilot-launched our first CBD vaping product (Vuse CBD Zone) as a city test in Manchester, England, providing valuable insights into the product and consumer behaviour. We continued the expansion of e-commerce @ (up 37% on 2020) @ , with Vuse ranked No.1 overallfor branded consumer search and web traffic across all our T5 markets. Despite the impact of regulatory changes in the U.S., the number of consumers utilising our subscription programmeglobally increased to around 25,000, up 43% compared to 2020. Proportion ofvapour revenue by region in 2021 (£m) 2021 £m 2020 £m U.S. 561 383 AmSSA 141 65 ENA 207 148 APME 18 15 Total 927 611 #### Strategic Management #### Short-Term Deliverables to Fuel A Better Tomorrow TM #### Ensure a Step Change in NewCategories Performance Continued 2020 value share in Germany has been rebased by AC Nielsen from 50.1% to 49.9%. ^ As verified by Vertis based on product Life Cycle Assessment data provided byan independentthirdparty, takinginto account the Group’s purchase of carbon credits through reforestation projects. @ Denotes phrase,paragraph orsimilar thatdoes notform part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 37 #### Highlights – glo THP category volume share #### up 480 bps in Top 9 markets vs #### 2020 to reach 18.1%. – glo consumer acquisition up #### 2.7m reaching 6.7m with growth #### in all T9 markets. – glo consumable volume up #### 79%, over three times industry #### volume growth of 26%. – glo revenue growth up 34% #### with year on year and sequential #### growth accelerating in H2 2021. #### The Scientific Evidence \* By heating tobacco rather than burning, THPs offer a reduced risk \*† alternative compared to smoking for those who completely switch. To date, most research has been conducted by industry scientists, but an increasing number ofindependent reportsare broadly alignedwith these findings and support the role of THPs as a less risky \*† alternativetosmoking. For example, a study commissioned by the UK Department of Health in 2017 found that people using THPs were exposed to around 50–90% less of the “harmful and potentially harmful” compounds compared with conventional cigarettes. In 2018, PublicHealthEngland \*\* , while highlighting the need for more research, found that “compared with cigarettes, heated tobacco products are likely to expose users and bystanders tolowerlevels ofparticulate matter, and harmful and potentially harmful compounds”. Compared with cigarettes, #### heated tobacco products are likely to expose users and bystanders to lower levels of particulate matter, #### and harmful and potentially #### harmful compounds.. Public HealthEngland \*\* , 2018 25 Number of markets where the Group’s Tobacco Heating Products are sold 4% 3% WHO (9 priority toxicants) 4% FDA (18 priority toxicants 4% HEALTH CANADA (main 44 toxicants) FDA(93harmful and potentially harmfulconstituents) Cigarette= 100% Toxicants of interest Cigarette vs glo THPs heat tobacco to generate a nicotine- containing aerosol, with a tobacco taste, which the user inhales. Because the tobacco is heated instead of burned, the resulting aerosol comprises mainly water, glycerol, nicotine and tobacco flavours – dramatically different to cigarette smoke. #### Our Tobacco Heating #### Products (THPs) \* \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. \*\*Public Health England was replaced in Oct 2021 by UK Health Security Agency and Office for Health Improvement and Disparities THP Top 9 markets Japan, South Korea, Russia, Italy, Romania, Germany,Ukraine, Poland andthe Czech Republic. ![]() BAT Annual Report and Form 20-F 2021 38 Our commitment to reducing the health impact of our business is helping to deliver ground-breaking scientific advances and supports consumer choice. The results of 329 tests and studies we have conducted have generated evidence that supports our belief that glo is a reduced-risk product compared to continuing to smoke cigarettes \*† . While glo is not risk free and nicotine is addictive,the aerosolcontains considerably fewer and lower levels of certain toxic substances compared to cigarette smoke, and has a significantly reduced impact in various toxicology tests. As more long-term data is needed to support the category, we undertook a year- long clinical study to evaluate the reduced risk potential of glo. The six-month results were publishedin apeer-reviewed journal in 2021. The data from the study provides the first real-world evidence that people switching from cigarettes to exclusive use of glo can significantly reduce their exposure to certain toxicants and indicators of potentialharm related to several smoking-relateddiseases, compared withcontinuing to smoke. #### Designed with Purpose Our new glo pro, Hyper, and Hyper+ models feature induction heating, enabling devices to reach their operating temperatures ofaround 240-280  C faster. This makes them more efficientand enjoyable for consumers to use. The system also requires fewer components susceptible totemperature degradation, enabling the use of a wider range of temperatures, which arestill substantially lower thantemperatures needed for combustion. Thishelpsto unlock a broaderrange of sensory experiences. Thismore-powerful heating system produces a much faster and more precise device, offering consumers more flexibility, while still tightly controlling temperature and avoiding combustion. #### Performance Summary Driven by the continued success of glo Hyper in Japan andacross ENA, total consumable volume grew 79% to 19.1 billion sticks in 2021. In 2020, consumables grew by 19% to 10.7 billion sticks, having been impacted by the withdrawal of Sens in that period. Excluding Sens, THP consumable volume would have increased 29% in 2020, demonstratingan acceleration in 2021 as average dailyconsumption increased across our key markets. In 2021, glo achieved record THP category volume share in the T9 markets, up 480 bps in 2021 to 18.1%, with growth in all T9 markets. This performance was underpinned by glo Hyper, which was launched in April 2020 initially in Japan (and accounts for 72% of the glo portfolio), with subsequent launches in other markets (notably in ENA) from the second half of 2020 and continuing in 2021. glo Hyper is the first-to-world THP launched with induction heating which provides a step change in consumer satisfaction with 30% more tobacco, faster heating and a boost button. The success of glo Hyper was achieved despite the impact of COVID-19 restrictions as the launches and ongoing marketing campaigns were successfully switched to digital platforms. Revenue increased 34.4% to £853 million (2020: down 12.9% to £634 million) largely driven by the higher volume, with growth increasing sequentially between thefirst and second half of 2021. The decrease in 2020 was largely due to the decision to withdraw glo Sens from the market (being a reduction to revenue of £50 million) and the impact of excise harmonisation in Japan. Excluding the impact of the relative movementsin sterling, atconstant rates ofexchange impacting both years, revenue grew 46% in 2021, compared to a decrease of 12.7%in2020. In APME, where the most mature THP markets are, our consumable volume grew 27%, with device volume up 36% as we continued to invest in consumer acquisition. Revenue was up 2.8% or 13.0% at constant exchange, with acceleration in the second half of 2021 driven by consumable pricing and as we lap the impact of the Sens withdrawalin theprior yearcomparator, partly offset by excise increases in Japan in October. In Japan, glo’s category volume share of THP reached 21.2%, an increase of 180 bps on 2020 (2020: 19.4%). In ENA, which has seen strong industry volume growth of 41% in 2021, we grew around five times faster than the market, with glo volume up 195%, with consecutive quarterly growth in our key markets. Accordingly, revenue increased 150% or 167% at constant currency, having grown 143% (or 159% at constant rates of exchange) in 2020. Notably in Russia, glo’s volume share (of THP) was up 1,070 bps at 19.3%, while in Ukraine our volume share of THP was 20.9% (an increase of 990 bps) on 2020. Furthermore, in Italy, glo reached 12.8% THP category volume share, up 870 bps, with Hyper driving 100% of the growth, and in Romania glo reached 22.1% category volume share, up 530 bps on 2020. COVID-19 continued to impact our consumer engagement plans in 2020and 2021, yet we still made good progress in Kazakhstan, Poland, Egypt, the Czech Republic and across other smaller ENA launch markets, and Hyper is now in 22 of glo’s 25 markets, with further market roll- outs planned in 2022. Proportion of THP revenue by region in 2021 (£m) 2021 £m 2020 £m U.S. 1 1 AmSSA – – ENA 341 136 APME 511 497 Total 853 634 #### Strategic Management #### Short-Term Deliverables to Fuel A Better Tomorrow TM #### Ensure a Step Change in NewCategories Performance Continued @ Denotes phrase,paragraph orsimilar thatdoes notform part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 39 #### Highlights – Continued strong global volume growth (up 70.5%), #### withconsumer numbers up 0.6m to 2.1m – ENA revenue up 44%, with #### volume up 46% driving volume #### share to 69.4%, up 380 bps – US volume up 272%, with #### volume share of Modern Oral #### at 11.7%, up 410 bps vs 2020 in #### ahighly competitive market #### The Scientific Evidence \* Laboratory chemical studiesfor our Modern Oral products show they produce substantially lower levelsof toxicants than cigarette smoke and even lower levels than snus – a traditional oral tobacco product which is already regarded as a reduced risk \*† alternativetosmoking. Toxicology tests assessing the biological effects of our Modern Oral products on humancells also show they have little effect relative to snus and cigarettes. In 2021, we published newpeer-reviewed evidence, whichsuggests our Modern Oral tobacco-free nicotine pouches have a toxicant profile that is comparable to nicotine replacementtherapy products (NRT). The pouches were also found to have a toxicant profile that is far lower than snus. Smokeless tobacco productsare much cleaner and #### lesshazardous than cigarettes. Theiruse could reduce harm to #### smokers if they switched entirely #### to these products. ProfessorNeal Benowitz Professor of Medicine at the University ofCalifornia, San Francisco None None \* Positive 1 Positive 1 Positive 3 Mutagenicity (toxtracker) Cytotoxicity 0% 0% 100% 2 OxidativeStress yH2AX (DNA Damage) Cigarette= 100% Toxicology tests Cigarette vs Velo Notes: 1. Toxtracker assay (rtkn and bscl2). 2. At equivalent nicotine doses (7.85µg/ml velo vs. 4.34µg/ml cigarette). 3. High content screening. #### Our Modern Oral #### Products \* \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. † Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. 23 Number of markets where the Group’s Modern Oral products are sold Modern Oral Top 5 markets U.S., Sweden, Norway, Denmark and Switzerland #### In recent years, a new category #### of Modern Oral products has emerged. These come in the form #### of nicotine pouches that are placed #### under thelipso that nicotine can #### beeffectively absorbed. ![]() BAT Annual Report and Form 20-F 2021 40 This study compared BAT’s nicotine pouch products to both snus and NRTs. Each was tested for 26 compounds, some of which are known harmful and potentially harmful constituents (HPHCs). Forour products, 22 of the 26 compounds tested were below measurable limits. For NRTs, 20-22 compounds were below measurable limits, whereas snus was found to have 11 compounds below measurable limits. On the basis of our evidence and informed by the wealthof independent evidence regarding snus, switching completely to Modern Oral products can be expected to reduce the risk of smoking-related disease when compared to continued smoking. That is why we are investing so much in refining and improving these innovative products. This is part of our commitment to providing adult consumers with a wide range ofenjoyableand less risky \*† alternatives to cigarettes. #### Our Products Our Modern Oral products are white in colour and contain high-purity nicotine, waterand otherhigh-quality food-grade ingredients, including eucalyptus and pine treefibres, flavouring and sweeteners. Originating in Scandinavia, Velo is now a leading global brand of nicotine pouches. These typically appealto abroader audience than traditional oral tobacco, and because of their affordability and lack of batteries, they can be particularly popular in low-to-middle income countries. For example, our subsidiary in Indonesia has deliveredencouraging results from its expansion activities in Jakarta. Following a promising performance in June 2020, the test has been expanded to 5,000 consumers, which is being closely monitoredto gain consumer insights. We arealso deliveringa step-change in Modern Oral manufacturing.Truly living our ethos, our Modern Oralfactory in Pécs, Hungary, put together a bold plan toimplement food industry standards for Modern Oral manufacturing. This has enabled us to ensure the availability of products that comply with regulations in different countries. With a cross-functional team across quality, production, engineering and EHS teams delivering technical changes and process improvements, Pécs became the first site in BAT’s history to obtain the ISO 22000 certification for food safety standard. #### Performance Summary Having consolidatedour leadership position in Modern Oral outside the U.S. and expanded the U.S. portfolio with the Dryft acquisition in 2020, 2021 has been a year of further growth in volume and value. Our growth accelerated globally in 2021, with volume up 71% to 3.3 billion pouches (2020: up 62% to 1.9 billion pouches). Revenue increased 39% to £274 million (2020: up 57% to £198 million). Excluding the impact of foreign exchange, this was anincrease of 41% in 2021 and 57% in2020, on a constant rates basis. Volume share of the Modern Oral category in our T5 markets was 34.7%, in line with 2020. This was largely driven by the U.S., where ourvolume shareof ModernOral increased by 410 bps as volume grew 272% to 602 million pouches (2020: up 45% to 162 million pouches). This growth was due to the acquisition of the nicotine pouch products of Dryft Sciences, LLC (Dryft) in October 2020. These products are now present in over 110,000 stores nationally, driving volume share expansion to 11.7%, up 410 bps on 2020 in a highly competitive market. Due to discounting to drive consumer trial, which is recognised as a deduction to revenue underIFRS, revenue declined 82% to £2 million, having grown 14% to £10 million in 2020. While we are excited about the long-term potential ofthe Modern Oralmarketin the U.S., it currently represents less than 2% of the nicotine industry by revenue in the U.S.) and 51% and 38% of global Modern Oral volume and value share, respectively. The majority of Velo consumers (in the U.S.) adopted the brand as their first in Modern Oral, sourcedevenly fromCombustible, snus, Traditional Oral andVapour consumers. Our insights suggest that a high percentage ofModern Oral users are already poly-users of other categories. In ENA, we are volume share leaders of the Modern Oral category in 15 of the 17 markets where we are active. Revenue increased by 44% (2020: up 59%) or 46% (2020: up 59%) at constant rates of exchange. We continue to drive innovation in the category, with the success of our Sachet, Black range and Velo Mini launches, as wellas new flavours generated alongside consumers in our LAB co-creation hubs in Sweden. Furthermore: – In Sweden, where Modern Oralhas grown to represent 13.5% of the total oral category, our volume share of the Modern Oral category reached 59.6%, an increase of 580 bps on 2020\*\*; – In Norway, where Modern Oral now represents 28.7%of thetotaloral category, our volume share of the Modern Oral category grew to 63.9%, up 180 bps on 2020, having declined 270 bps in 2020 from 64.8% in2019; and – In Denmark, whereModern Oral now represents 90.5% of the total oral category, our volume share of Modern Oral category fell 130 bps to 92.6%. Our pilot launches in emerging markets (including Pakistan and Indonesia)continue to deliver valuable insights, as we roll-out in key urban markets. We believe that Modern Oral is anexciting longer-term opportunity to commercialise reduced risk products\*† by offering affordable New Category alternatives to adult nicotine consumers. In Kenya, we continue to engage with the relevant authorities on the regulatory and fiscal framework to support a commercially sustainable re-entry into theModern Oral category. In Germany, sales of ModernOral havebeen suspended pending engagement withthe authorities regarding theclassificationof tobacco-free nicotine pouches. Proportion of Modern Oral revenue by region in 2021 (£m) 2021 £m 2020 £m U.S. 2 10 AmSSA – 1 ENA 266 185 APME 6 2 Total 274 198 #### Strategic Management #### Short-Term Deliverables to Fuel A Better Tomorrow TM #### Ensure a Step Change in NewCategories Performance Continued \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and areaddictive. \*\*Sweden volume share has been re-based to include Nicotine free pouches in all periods. Accordingly, our 2020 volume share of Modern Oral was re-based to 53.8%. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 41 #### Our Products We also sell arange of traditional oral products, including Swedish-style snus and American moist snuff, available in loose tobacco form or as pre-packed pouches. We have long sold snus in Sweden and Norway through our Fiedler & Lundgren business, whose brandsinclude Granit andMocca; and in the US we market snus under theCamel brand. Our American moist snuff products include our flagship Grizzly brand, as well as the premium moistsnuff brandKodiak. The Modified Risk Tobacco Product (MRTP) applications forCamel Snus were discussed by the Tobacco Products Scientific Advisory Committee (TPSAC) of the FDA in September 2018. After extensive additional work with the FDA, we expect that the applications will remain under review until the second half of 2022. #### Performance Summary In 2021, volume was lower (down 3.9%) on the prior year (at 8.0 billion stick equivalents), with 2020 0.9% lower than 2019. Total revenue declined 3.6% to £1,118 million (2020: up 7.2% to £1,160 million), as pricing in both 2021 and 2020 was more than offset in 2021 by a translational foreign exchange headwind of 6.6% due to the relative strength of sterling in the year. On aconstant rates basis, revenue grew 3.0% in 2021 and 7.7% in2020. In the U.S., which accounts for approximately 96% of the Group’s revenue from Traditional Oral, volume declined 5.1% in 2021 (2020: down 1.3%). Value share of moist was up 10 bps, while volume share was down 50 bps, compared to 2020. This followed a decline in value share in 2020 of 25 bps. The improvement in 2021 was driven by Grizzly through the use of RGM capabilities which stabilised the performance from the second half of 2020 and delivered value growth in 2021. Outside the U.S., being 4% of Group revenue from the category, volume was 6.1% higher in 2021, driven by Sweden where the Group’s volume share (as a proportion of total oral) increased 50 bps (2020: down 80 bps). This was driven by growth in Lundgrens in both periods offset, in 2020, by declines in the remainder of the portfolio. #### Our Traditional Oral #### Products The most common products in traditional oral are largely moist oral tobacco popular in the US, with the main brands of Grizzly and Kodiak. These products are less finely ground than another traditional oral product referred to as Swedish-style snus. Both of these traditional oral products are available in loose form, as well as in pre-packed pouches. Proportion of traditional oral revenue by region in 2021 (£m) 2021 £m 2020 £m U.S. 1,077 1,126 AmSSA – – ENA 41 34 APME – – Total 1,118 1,160 ![]() BAT Annual Report and Form 20-F 2021 42 #### Strategic Management #### Short-Term Deliverables to Fuel A Better Tomorrow TM #### Drive Value From Combustibles We are focused on growing our strategic brands of Dunhill, Kent, Lucky Strike, Pall Mall, Rothmans, Newport (U.S.), Natural American Spirit (U.S.) andCamel (U.S.) which now account for 66% of our combustible volume. Our combustibles business is founded on understanding and meeting the preferences of adult smokers in all parts of the world. #### Our Combustible #### Products #### Highlights – Group value share up 10 bps, driven by the U.S. up 60 bps. – Volume share down 10 bps. – Strong price/mix +4.3%. #### Value and Volume Share Groupcigarettevalue share increased 10bps in 2021 (2020: up 20 bps), driven by the continued performance of the strategic cigarette brands in the U.S. (up 80 bps), with total U.S. value share up 60 bps. This combined with higher cigarette value share (inJapan, Bangladesh, Germany, Turkey, Taiwan, Pakistan, the Czech Republic, Colombia and Malaysia) to more thanoffset lower value share in Indonesia, Saudi Arabia, Canada, Australia, South Africa, Poland, France andItaly. Group cigarette volume share was down 10bps in 2021 (2020: up 40 bps). The decrease in 2021 was driven by the U.S. (as we focussed onvalue generation), South Africa, Australia, SaudiArabia, Brazil, New Zealand and Russia more than offsetting growth in Bangladesh, Pakistan, Turkey and Japan. In 2020, this was an increase of 40 bps as growth in Bangladesh, Mexico, Vietnam, Russia and Turkey was partly offset by lower volume share in Indonesia and Saudi Arabia. #### Volume Performance In 2021, Group cigarette volume was in line with 2020, at 637 billion sticks (2020: down 4.6% to 638 billion), with the total cigarette market also estimated to be largely in line with2020, having declined between5.0- 5.5%against 2019. In 2021, cigarette volume grew in South Africa (which recovered from the impact of the COVID-19 lockdown and sales ban in 2020), Pakistan (due to lower illicit trade), Bangladesh (due to the strength of the local portfolio) and Vietnam (as the market recovered from COVID-19). However, these were more than offset by the disposal of the Group’s operations in Iran partway through the year, while volume was lower in both Indonesia (as the Group focussed on value delivery with pricing ahead of the industry) and the U.S. In the U.S., Group cigarette volume was down 5.0% to 69.5 billion, having increased 0.5% to 73.1 billion in 2020. The movement in 2021 was partly benefiting from trade inventory movements (mainly linked to the timing of price increases and uncertainty about a potential excise increase) which are expected to unwind in 2022. In 2020, Group cigarette volume was also negatively impacted by the COVID-19 production and other supply chain restrictions. Proportion of combustibles revenue by region in 2021 (£m) 2021 £m 2020 £m U.S. 10,015 9,926 AmSSA 3,435 3,535 ENA 5,024 5,356 APME 3,555 3,935 Total 22,029 22,752 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 43 This affected sales in severalmarkets including Canada and Mexico. While not a significant part of the Group, travel restrictions due to COVID-19 impacted our Global Travel Retail (GTR) business (which did not recover in 2021), negatively impacting Group cigarette and THP volume by an estimated 1.0% (in 2020 compared to 2019). Furthermore, volume declined in Indonesia (due to the impact of tax increases and minimum retail price compliance) and in Pakistan whereillicit trade grew significantly following excise-led price increases in prior years. These were partly offset by growth in Brazil (where enhanced bordersecurity and restricted population mobility due to COVID-19 led to an increase in duty paid volume), in Turkey (driven by Kent and the local portfolio), and in Bangladesh (driven by the continued strength of the local portfolio). Developed markets were generally relatively resilient, with little evidence of accelerated downtrading despite the pressures of COVID-19. #### Strategic Brand Performance The performance was underpinnedby the strategic cigarette brands, with valueshare 20 bps higher in 2021 (2020: up 40 bps): – Dunhill’s overall value share was down 10 bps (2020: down 10 bps) as growth in Romania, Pakistan, Taiwan and Brazil was more than offset by declines in Indonesia, South Korea, Australia and Saudi Arabia. Volume was 8.9% lower (2020: down 17%), largely due to the impact of the tax increases and minimum retail price compliance in Indonesia; – Kent’svalue share was stable (2020: stable) as growth in Turkey, Russia, South Korea, Saudi Arabia and Ukraine was offset bylower valueshare in Japan, Romania and Brazil. Volume was down 2.6% (2020: up 2.0%) as growth in Turkey was more than offset by lower volume in Japan and the Middle East (due to the sale of the business in Iran partway through the year); – Lucky Strike’s value share grew 30bps (2020: up 10 bps), as growth in the U.S. (following launch in December 2020), AMSSA (particularly Brazil, Colombia and Chile), Japan, Russia and Germany more thanoffset lowervalue share in Indonesia, France and Spain. Volume grew 19.6% (2020: down 2.0%) driven by Russia, the U.S., Brazil, Algeria and Japan, partially offset by the impact of the tax increases and minimum retail price compliancein Indonesia; – Rothmans’value share was 10 bps lower (2020: up 10 bps) as growth in Brazil, the Czech Republic and Malaysia was offset by lower value sharein Russia, Australia, New Zealand, Poland, South Korea, South Africa, Ukraine and the UK. Volume was 3.0% lower (2020: up 6.1%) as growth in Brazil and Cuba was more than offset by lower volume in Russia, Ukraine and Kazakhstan; and – Pall Mall’s value share was 20 bps lower (2020: stable) as growth in Mexico and Germany was more than offset by lower value share in the U.S., Saudi Arabia, Australia, Canada, Chile, Romania and New Zealand. Volume was up 2.2% (2020: down 6.0%) largely driven by Pakistan. The Group’s US domestic strategic combustibleportfolio performed well: – Newport value share increased 70 bps (2020: up 50 bps), while volume declined 3.3% (2020: up 2.3%); – Natural AmericanSpirit performed wellwith value share up 20 bps (2020: up 20 bps). Volume was marginally lower than 2020 (down 0.8%), having increased 6.0%in 2020 vs 2019; and – Camel’s value sharedeclined 30 bps in the US (2020: stable) with volume 9.0% down (2020: up 1.2%), driven by competitive pricing pressures. Volume ofother tobacco products (OTP) declined 9.2% to 18.3 billion sticks equivalent (2020: 1.7% decline), being 3% of the Group portfolio (2020: 3%). #### Revenue In 2021, revenue from combustibles was down 3.2% at £22,029 million (2020: £22,752 million, down 1.1%). 2021 benefited from an estimated £200 million benefit from the U.S. trade inventory movement discussed earlier. This was more than offset by the estimated £260 million impact of structural excise change and competitive pricing in Australasia and the impact of the sale of the Group’s operations in Iran (as described on page 196). While pricing in both years was strong, this led to 2021 price/mix at 4.3% being lower than 2020 (7.3%). A translational foreign exchange headwind of 7.2% led to the decline in revenue in 2021 fromcombustibles. Revenue in 2020 was also negatively impacted by the COVID-19 volume disruption and a translational foreign exchange headwind of 3.7%. COVID-19 continued to affect the Group as travel restrictions impacted GTR in 2021 and 2020. After adjusting for the short-term impact of excise on bought-in goods (impacting 2019) andthe currency headwinds, adjusted revenue fromcombustibles at constant rates of exchange was up 4.0% to £23,669 million. In 2020, this was an increase of 2.8%. Change in cigarette volume share inkeymarkets ( bps) #### -10 bps 2021 -10bps 2020 +40bps Definition: Annual change in cigarette volume share – being the number of cigarettes bought by consumers of the Group’s brands in key markets as a proportion of the total cigarettes bought by consumers in those markets (see page 302). Change in cigarette valueshare inkeymarkets ( bps) #### +10 bps 2021 +10bps 2020 +20bps Definition: Annual change in cigarette value share – being the value ofcigarettes bought byconsumers ofthe Group’sbrands in key markets as a proportion of the total value of cigarettes bought by consumers in those markets (see page 302). 42 Number of cigarette factories in 40 countries ![]() BAT Annual Report and Form 20-F 2021 44 #### Beyond #### Nicotine #### Our mission is to ‘stimulate the senses #### of new adult generations’ and we remain committed to reducing the #### health impact of our business. #### As well as offering less risky \* † nicotine- based alternatives, we see a new range of non-nicotine based products forming an expanding part of our portfolio. As consumers increasingly seek products offering wellbeing and stimulation characteristics, we are working with our venturing unit, Btomorrow Ventures (BTV), and selected third-parties to strengthen our understandingof thismarket. Weare applying these learningsand developing our own portfolio of products addressing consumer needs not just today, but into the future. BTV has completed 17 investments sincelaunch in 2020, with 9 new investments during 2021, in innovative consumer, new sciences and technology businesses andone fund investment. The companies in which we invest are carefully selected for original ideas across a range of criteria, as well as a cultural fit which allows us to work together to leverage the strength of theBAT Groupin helpingentrepreneurial candidates accelerate andsustain growth. This approach provides us with evolving capabilities for the future across both our New Categories and Beyond Nicotine. In March 2021, we entered a strategic collaborationagreementwith Organigram Inc., a wholly owned subsidiary of publicly traded Organigram HoldingsInc., focused on researchand product development activities of next generation adult cannabisproducts, with an initial focus on cannabidiol (CBD). As described on page 213, under the terms ofthe transaction, a Group subsidiary acquired a 19.9% equity stake in Organigram Holdings Inc. (listed on both the Nasdaq and Toronto Stock Exchange under the symbol “OGI”) tobecome its largest shareholder. In January 2022, we announced the launch of KBioHoldings Limited(KBio) to accelerate the research, development and production of novel treatments for rare and infectious diseases. KBio will leverage the existing plant-based technology capabilities of BAT and Kentucky BioProcessing Inc. (KBP), the existing BAT-owned U.S. plant biologics organisation. Find out more at www.btomorrowv.com \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. #### Strategic Management ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 45 BAT Annual Report and Form 20-F 2021 By reducing the health impact of #### our business by offering a range #### ofalternative products, as well #### asby reducing our environmental #### andsocialimpacts. Sustainability is front and centre in all that we do. As we set about creating the enterprise of the future, we are driving a step-change in our sustainability ambition. We have developed a set of goals and targets that will act as a catalyst for action and build A Better Tomorrow TM for all our stakeholders. These include: – increasing our number of #### non-combustible product #### consumers to 50 million by2030; – achieving carbon neutrality #### for our business operations by #### 2030 (Scope 1 and 2) and net #### zero across our value chain (Scope 1, 2 and 3) by 2050; and – net positive impact on forests #### in our tobacco supply chain by2025. forsocietyand ## theenvironment ![]() BAT Annual Report and Form 20-F 2021 46 Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 14 #### Delivering a #### positive SOCIAL #### impact Farmer livelihoods Human rights Health & safety People & culture #### ESG Front and Centre Our Sustainability Agenda is integral to our Group strategy and purpose to #### build A Better Tomorrow TM . It reflects our commitment to reducing the health impact of our business as our principal focus area. This is underpinned by excellenceacross environmental, social and governance (ESG) priorities. Ourstrategic approach is drivenby extensive stakeholder insights.Each year, wecommissionanindependentassessment to identify our mostmaterialESG topics. Through this robust process, we engage with a wide range of stakeholders to understand what matters most to them, complemented with ongoing risk monitoring, research and benchmarking. Thisensures wekeep pace with emerging topicsandstakeholderexpectations. Outlined below are the priority areas that form the core of our Sustainability Agenda. These are backed byclear and measurable goals and targets for each area, as detailed in our ESGRoadmap on the next page. Details of how we identify our focus areas can be found in Materiality onpages 106-107. SH #### Excellence in #### ENVIRONMENTAL #### management Climate change Waste Water Biodiversity & afforestation #### Robust #### corporate #### GOVERNANCE Business ethics Responsible marketing Regulation & policy #### engagement #### Reducing the HEALTH impact ofour business #### Consumer #### choice #### World-class #### science #### Standards #### & regulation Creating shared value for #### Employees ShareholdersSocietyConsumers Our Sustainability Agenda EG Spread duplicated in Annual Report Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 14 #### Delivering a #### positive SOCIAL #### impact Farmer livelihoods Human rights Health & safety People & culture #### ESG Front and Centre Our Sustainability Agenda is integral to our Group strategy and purpose to #### build A Better Tomorrow TM . It reflects our commitment to reducing the health impact of our business as our principal focus area. This is underpinned by excellenceacross environmental, social and governance (ESG) priorities. Ourstrategic approach is drivenby extensive stakeholder insights.Each year, wecommissionanindependentassessment to identify our mostmaterialESG topics. Through this robust process, we engage with a wide range of stakeholders to understand what matters most to them, complemented with ongoing risk monitoring, research and benchmarking. Thisensures wekeep pace with emerging topicsandstakeholderexpectations. Outlined below are the priority areas that form the core of our Sustainability Agenda. These are backed byclear and measurable goals and targets for each area, as detailed in our ESGRoadmap on the next page. Details of how we identify our focus areas can be found in Materiality onpages 106-107. SH #### Excellence in #### ENVIRONMENTAL #### management Climate change Waste Water Biodiversity & afforestation #### Robust #### corporate #### GOVERNANCE Business ethics Responsible marketing Regulation & policy #### engagement #### Reducing the HEALTH impact ofour business #### Consumer #### choice #### World-class #### science #### Standards #### & regulation Creating shared value for #### Employees ShareholdersSocietyConsumers Our Sustainability Agenda EG Spread duplicated in Annual Report #### Strategic Management #### ESG Front and Centre All energy and emissions data in the table on page 47 are calculated in accordance with the Greenhouse Gas (GHG) ProtocolCorporate Standard. Forfurther details of our energy and emissions methodologies. please see www.bat.com/reporting 1.UK-based activities include 2,276 tonnes of Scope 1 CO 2 e emissions (2020: 2,200) and 173 tonnes of our Scope 2 CO 2 e emissions (2020: 398). See pages 52-53 and 61 for details of the principal measures taken for the purposes of increasing energy efficiency across the Group. 2.Due to the complexity of consolidating and verifying Scope 3 data in accordance with the GHG Protocol, we report one year behind. As such, 2021 Scope 3 data will be reported in the 2022 Report. 3. Energy consumption from activities for which the Company is responsible (in million KwH): 2021: 1,508, 2020: 1,572, 2019: 1,820. Of the total figure reported for the Group for 2021, 10 million kWh is from the UK-based activities (2020: 10 million KWh). Energy consumption resulting from the purchase of electricity by the Company for its own use (in million KwH): 2021: 972, 2020: 996, 2019: 1,054. Of the total figure reported for the Group for 2021, 16 million kWh is from the UK-based activities (2020: 17 million kWh). Details of how we identify our focus areas can befound in the Materiality section of our 2021ESGReport at www.bat.com/esgreport. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 47 Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 15 #### Our ESG Roadmap Topic Goalsand targets Metrics Progresstracking Status 2021 20202019 Harm reduction £5 bn by 2025 in New Categories revenues New Category revenues (£bn) 2.1 1.41.3 50m by 2030 consumers ofournon-combustible products No. of consumers 18.3 13.5 10.5 Climate change #### Net Zero achievecarbon neutraloperations (Scope1 and2 CO 2 eemissions)by2030and net zero emissions acrossour value chainby 2050 Scope1 CO 2 e emissions (thousand tonnes) 325 342 396 Scope2 CO 2 e (market-based) emissions (thousand tonnes) 170 199 386 Total Scope 1& 2 CO 2 e emissions (thousand tonnes) 495 541 782 Scope1 and scope 2CO 2 e emissionsintensity ratio (tonnes per £mrevenue) 19.3 20 30.4 Scope3 CO 2 e emissions(thousand tonnes)including biogenic emissions and biogenic removals † NA 5,587 6,781 30%by 2025 of total energy from renewable sources 100% by 2030 of electricity sourced for operations sites that is renewable Total direct energy use (GwH) 2,480 2,568 2,874 Renewable energy as a %of total direct energy use 28.6 26.8 10.8 % of electricity sourced for operations sites that is renewable 64.4 61.1% 10.7% Waste 100% by 2025 of operations sites to achieve zerowasteto landfill Waste sent to landfill (thousand tonnes) 11.93 12.73 13.95 % of operations sitesreporting zero waste to landfill 35 27 NA Water -35% by 2025 of total amount of water withdrawn (vs2017 baseline) Total water withdrawn(mn cubic metres m ) 3.76 4.03 4.51 Biodiversity & afforestation #### Net Zero Deforestation by 2025 aiming fornetzerodeforestation of managed forests inour supply chain and netpositive impact onforests in our tobacco supply chain % of sources of wood used by our contractedfarmersforcuringfuels that are from sustainable sources 99.9 99.799.6 % paper and pulp volumes that is certified as sustainably sourced ‡ 89 NANA Farmer livelihoods #### Livelihoods committed to enabling prosperous livelihoods for all farmers in our tobaccosupply chain % of tobacco farmers reported to grow other crops for food or as additional sources of income 95.6 93.4 92 Human rights #### Zero by 2025 aiming for zero child labour inour tobaccosupply chain by 2025 % of farms with incidents of child labouridentified 0.7\*\* 0.50 0.57 Health & safety #### Zero aiming for zero accidents Group-wide each year Numberofwork-related accidents (including assaults) resulting in injury,causing absence of one shift or more\* 95 114 186 Lost workday case incident rate\* 0.20 0.22 0.27 Number of serious injuries and fatalities to employees and contractors 31 39 38 People & culture 45% by 2025 increase the proportion of women in management roles to 45% % of female representation in managementroles 39 38 37 Business ethics 100% aiming for full adherence to our Standards ofBusiness Conduct (SoBC) Number of established SoBCbreaches 99 116 130 Responsible marketing 100% aiming for full adherence to our Youth Access Prevention (YAP) Guidelines % of markets aligned to the YAP Guidelines\*\*\*, where our products aresold 100 100100 † Due to the complexity of consolidating and verifying Scope 3 data from our suppliers and other third-party sources, we report figures one year behind our other metrics. ‡ New metric/target in 2021. \* In 2021, we changed the reporting period for our health and safety data to cover December to November period each year (previously January to December). This is toalign with our environmental reporting and toenable more time for the consolidation and verification of our data for reporting. To enable year-on-year comparison, we have re-stated our 2020 data to align with this new reporting period: Number of work-related accidents :114 (was 131) and Lost Workday Case Incident Rate: 0.22 (was 0.21). \*\* 100% of cases reported as resolved by end of the growing season. \*\*\* Waivers from YAP Guidelines are granted where there is a government ban on point-of-sale materials or YAP retailer engagement cannot be ensured due to practical or cultural limitations. #### SGEH Find our full set of targets, goals and metrics onpages [109-116] . On track or met target Acceleration required Ongoingfocus area Spread duplicated in Annual Report Find our full set of goals, targets, metrics, data scope and definitions inour 2021 ESG Report at www.bat.com/ESGreport. 1 1 1 1 2 3 ![]() BAT Annual Report and Form 20-F 2021 48 Name (\*Boardendorsed) Summary of areas covered Stakeholdergroups Standards of Business Conduct (SoBC)\* Sets out our policies for: Speak Up, respect in the workplace, humanrights, health, safety and welfare, environment, lobbyingand engagement, conflictsofinterest, anti-bribery and corruption (ABAC), gifts andentertainment,political contributions, community investment, corporate assets and financial integrity, competition and anti-trust, anti-money launderingand tax evasion, sanctions, anti-illicit trade, dataprivacy andinformation security. Our People Governmentsand WiderSociety Supplier Code of Conduct\* Covers: human rights, healthand safety,environmental sustainability, responsible marketing, anti-illicit trade, ABAC, gifts and entertainment, conflicts of interest, tax evasion, sanctions, data privacy and cyber risk. Customers Suppliers Environmental Policy\*Our commitmentsto following highstandards of environmental protection, adhering tothe principles of sustainable development and protecting biodiversity covering our direct operations and supply chain, includingagricultural,manufacturing and distribution operations. Our People Suppliers Customers Governments and WiderSociety International Marketing Principles (IMP)\* The standards that govern marketing across all our product categories and including the requirement for all our marketing to be targeted at adultconsumers only. Consumers Customers Suppliers Youth Access Prevention (YAP) Guidelines Support our strict IMP requirement to only direct marketing at adult consumers by setting out clear requirements for YAP activities in all markets where our products are sold. Consumers Customers Biodiversity Statement Sets out the principles we follow to manage our biodiversity footprint across ouroperations. Suppliers Governments and WiderSociety Circular Economy Position Statement Our commitment to applying circular economy principles across ouroperations and product categories. Consumers Governments and WiderSociety Operational standardon child labourprevention Detailed guidance and procedures for our leaf operations in tackling therisk ofchild labour in our tobacco supply chain. Suppliers Our People Governments and WiderSociety Community InvestmentFramework Sets out the Group strategy for community investment and charitable donations, aligned to the United Nations Sustainable Development Goals. Our People Governments and WiderSociety Group Quality Policy Statement Formalises how we strive to deliver defect-free products, processes andcapabilities that create sustainable value forour brands. Consumers Governments and WiderSociety #### ESG Framework Our Board has strategic oversight of our Sustainability Agenda and ESG priorities. The Board is supported by the Audit Committee, which monitorsperformance, risks andadherence to our standards. The Audit Committee is underpinned by ourRegional Audit and CSR Committees. Our Management Board, chaired by the Chief Executive, has overall responsibility for overseeing the implementation of Group strategy and policies, including those relating to ESG. Members of the Management Boardare responsible for overseeing delivery against ESG targets forareas under their individual remit. Management of ESG priorities are embedded across relevant business areas at Group, regional and local levels. This approach provides a flexiblechannel for the structured flow of information, monitoring and oversight of ESG at the level and format best suited to the context. Our Group policies (indicated by\* in the table below) are endorsed at Board-level and alignedwith international standards. Our Group policies are adopted by all Group companies and support the effective identification, management and mitigation of risks and issues for our business in these and other areas. They are underpinnedby a rangeof principles, statements, operational procedures, standards, guidelines and controls to help ensure effective implementation of ourpolicy commitments. Full details and downloads of our policies and standards canbe foundat bat.com/principles. We have a clearly defined governance framework to ensure Board-level oversight andmanagement of our Sustainability Agenda and ESG priority areas across the Group. This provides a flexible channel for the structured flow of information, management and oversight of ESG from local business units up to Board level. Strategic Management ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 49 A rating and award is not a recommendation to buy, sellor hold securities. A rating and award may be subject to withdrawal or revision at any time. Each rating and awardshould be evaluated separatelyof anyother rating. The methodologies of any rating or award presented here may not be the same as those of other ratings, awards ormethodologies that may be used by our stakeholders, and may emphasize different aspects of ESG practices and performance, and, thus, may not be representative of our ESG performance in all respects. #### Awards and Recognition 2021 was a pivotal year for sustainability at BAT. It marks the 20th year of our inclusion in the Dow Jones Sustainability Indices, as well as the 20th anniversary of publishing our first Social Report. We are proud of how much we have achieved over the last 20 years. Today, we are building on these strongfoundations to accelerate progress towards A BetterTomorrow TM . 15. Our listing in the Dow Jones Sustainability Indices (DJSI) is based on November 2021 score in the S&P Global Corporate Sustainability Assessment. 16. SAn MSCI ESG Rating is designed to measure a company’s resilience to longterm, industry material environmental, social and governance (ESG) risks. 17. A Sustainalytics score of zero out of 100 represents the lowest ESG risk. BAT’s ESG Risk Rating places the company in the 16th percentile of the industry group which we are assessed in. #### Sustainability Ratings #### MSCI We achieved a ‘BBB’ rating in the most recent MSCI ESG Ratings. This helps investors identify and understand financiallymaterial ESG portfolio risks. 16 #### Dow Jones Sustainability Indices (DJSI) We have achieved inclusion in the indices for 20 consecutive years. In 2021, we were the only company in our industry listed in the prestigious World Index, representing the world’s top 10%ESG performers. 15 #### Sustainalytics We achieved a score of 26.8 in the most recent Sustainalytics ESG Risk Ratings. This gives investors insights into financially material ESG risks in their portfolios. 17 #### Vigeo Eiris We scored 48% (up by 1pp from 2020) in the most recent Vigeo Eiris rating. This evaluatesorganisations’ integration of ESG factors into their strategies, operations and management. #### Best-in-class #### ISSScore We achieved the highest rating for the ISS Social Disclosures QualityScore. This identifies best- in-class sustainability disclosure practices. #### A- scores in CDP Climate #### and Water assessments In 2021, we achieved A- scores in the CDP Climate and Water assessments. We were honoured to once again be named on the CDP Supplier Engagement Leader Board in 2021.This recognise our actions toengage our suppliersto manage climate risk and reduce carbon emissions in oursupply chain. #### Awards and Recognition Gold Class Sustainability Award We were once again awarded the highest Gold Class in the S&P Global Sustainability Yearbook2021. Global Top Employer We have been recognised as a Global Top Employer forfour consecutive years, acknowledging our commitment to best-in-class working environments and career opportunities. National andGlobalEquality Standard In 2021, we were the first in our industry to achieve UK National Equality Standard andGlobal Equality Standard accreditation. Both are rigorous benchmarks fordiversity and inclusion. Financial TimesDiversity Leaders Report We were named a Diversity Leader by the Financial Times in 2021. This recognises the top 10% of companies for achieving adiverse and inclusive workforce. Sustainable Product Award for Vuse In 2021,Vuse, our globalnumber vaping brand, won the Sustainable Product Award in the prestigious 2021 SEAL Business Sustainability Awards. SEAL recognises innovative and impactful products that are ‘purpose-built forasustainable future’ Financial Times Climate Leader We were named as a 2021 Climate Leader bythe Financial Times in an inauguralEuropeanranking. This recognises the top 300 of more than 4,000 companies across Europe. ![]() BAT Annual Report and Form 20-F 2021 50 #### Strategic Management #### Reducing the Health #### Impact ofOur Business #### Why harm reduction matters We know combustible products pose serious health risks. The only way to avoid those risks is to not start – or to quit – smoking. Yet more than 1.1 billion people today continue to consume tobacco and nicotine products globally. ‘Tobacco harm reduction’ is a well-recognised public health strategy that aims to minimise the harm caused by combustible cigarettes by encouraging adult smokers, who would otherwise continue to smoke, to switch completelyto scientifically substantiated, reduced-risk alternatives \*† . Some 100 million adult smokers worldwide havealreadyswitchedtoreduced risk tobaccoand nicotine products. We encourage those who wouldotherwise continue to smoke, to switch. This means enabling consumer choice through making available a range of alternatives to smoking that deliver comparable satisfaction in nicotine delivery, use and sensorialaspects. For example, some studies suggest that vapour products are more successful than nicotine replacementtherapy in providing a satisfactory alternative to cigarettes 1,2 despite not being smoking cessation products nor marketed as such. These products needtobe supported by world-class science and industry- leading standards. Responsible, science-backed andwell- thought-through regulation is alsocrucial for enabling adult consumers to access and enjoy reduced-riskproducts \*† with confidence, whilegovernmentsand health bodies can be assured that these products are manufactured to high safety and quality standards. We have a clear purpose to build A Better Tomorrow™ by reducing the health impact ofourbusiness. That’s why we are changing: creating new products, backed by science andindustry-leading standards, that provide adult smokers with less risky alternatives \*† . #### The Key Enablers for Harm Reduction Consumer choice Smokers are most likely to switch and replace smoking with less risky alternatives \*† when they find one that meets their own preferences. That’s why we are transforming to a multi-category portfolio of non-combustible products, tailored to meetthe preferences of adult consumers. This includes Vapour Products, Tobacco Heating ProductsandModern Oral Products. World-class science World-class science is crucial to providing a robust evidence-base to substantiate the role of New Category products intobacco harmreduction. We apply our peer-reviewed scientific framework to assess the emissions, exposure and risk of our products. And we openly share our science and publish our research in peer- reviewed journals. Standards andregulation Wide availability of less risky \*† products depends on having the right regulatory and market conditions, as well as high standards and responsible industry practices. We hold ourselves to high standards and hopethese will becomean industry benchmark and the basis for future regulation. So we share our approach, informationand expertise with industry groups, standards bodiesand regulators. \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and areaddictive. † Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made astothese products without agency clearance. 2021 performance highlights £2.1bn in New Category revenues, up by 42% vs 2020 18m consumers of our non-combustible products, up by4.8m vs 2020 £304m invested in research and development H 1. Cox et al, (2019). Effects of e-cigarettes versus nicotine replacementtherapy onshort-termsmoking abstinence when delivered at a community pharmacy. Addict Behav Rep 2019. https://doi.org/10.1016/j.abrep.2019.100202 . 2. Hajek et al. (2019). A Randomized Trial of E-Cigarettes versus Nicotine-Replacement Therapy. N Engl J Med 2019. https://doi.org/10.1056/NEJMoa1808779 . ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 51 #### Consumer choice We are creating new products, backed by science and industry-leading standards, that provide adult smokers with less risky alternatives \*† . Fuelled by our deep consumer insights, innovation is a driving force within our business, enabling us to anticipate trends to meet evolving consumer needs. We do this through our growing global network of digital hubs, innovation super centres and world-class R&D laboratories. Collaborationswith external partners and our corporate venturinginitiative arealso helping us to stay ahead of the curve. For example, in 2020, we established our Open Innovation team, as part of our New Categories R&D function. Working in partnership with BTomorrow Ventures, the Group’s corporate venture capital unit, the team is focused on identifying partners (including start-ups) that have innovative technologiesand materials thathold promise for our product pipeline. Findout moreabout ourNewCategory products onpages 35 to 40 #### World-class science For more than 60 years, research and development has been a critical part of our business. We invest almost £350 million a year in R&D to deliver innovations that satisfy or anticipate consumer preferences. The main focus of our R&D investment is on developingand scientifically-substantiating New Category products to assess their reduced-risk profile \*† . We use a widerange of analytical techniques, specialised laboratory technology and expertise to test our products and ensure they meet high quality standards. This issupplemented by collaborations with global external researcherswho bring independent and specialist expertise that augments and enhances our internalcapabilities. We follow strict best practice standards for all our scientific research. And, regardless of the results, we submit to high-quality, peer-reviewed journals owned byleading publishers,with well-respectedstandards for how they run the peer-review process. We work to make our science accessible and understandable toa wider audience. We refreshed our dedicatedbat-science. com website in 2021, and published a new Science and Innovation Report. We also introduced new quarterly science updates to provide the latest information in this rapidly evolving area in a concise way. Find details of our world-class science on pages 35, 37 and 39 #### Standards and regulation Regulation of New Category products continues to evolve. Globally, there are regulatorspassing progressive laws that allow and encourage adult smokers to switch to New Category products, and some regulators who view them more cautiously. As the science and evidence to substantiate these products grows, we expect to see more countries passing progressive regulations, further accelerating New Category growth. We believea stakeholder-inclusive, whole- of-society dialogue thatincludes regulators, policymakers, consumers and the industry is key to developing effective policies that can accelerate tobacco harm reduction as fast as possible. Any regulation around New Category products should be founded in science, not opinion. We hold ourselves to high standards and hopethese will becomean industry benchmark and are used as the basis for future regulation. That’s why we share our approach, information and expertise with industry groups, governmental technical advisory committees, standards bodies and otherkeystakeholders. Howwe think New Category products should be regulated 1. An evidence-based approach allowing robust science to lead to greater consumer choice, qualityand confidence. 2. Proportionate regulation where science-based evidence and riskare understoodand differentiatedtoguide regulatory policy. 3. Freedom to innovate to ensure products can evolve to meet changing consumer preferences. 4. Engagement, dialogue and communication to ensure regulators and consumers can make well-informed decisions. 5. Responsible marketing freedoms that facilitate the acceleration of movement of consumers fromcombustibleto non-combustible products. #### New Category regulation #### intheU.S. We welcomed the opportunity to participate in the U.S. FDA’s Premarket Tobacco Product Application (PMTA) process for New Category products. PMTAs are based on a summary of all research findingstodemonstrate that the products meet the FDA’s criteria as “appropriate for the protection of the publichealth”. The FDA evaluates PMTAs against a rigorous, science-driven standard to determine that marketing of the products is“appropriatefor the protection of the public health”. In October 2021, we were pleased to receive the first ever such authorisation for our Vuse Solo product in Original flavour. The Velo PMTAs currently are under review by the FDA. In many areas, these share foundational science and so we remain confident in the quality of these products andour applications. SPOTLIGHT ![]() BAT Annual Report and Form 20-F 2021 52 #### Excellence in #### Environmental Management We have a global footprint and rely on natural resources to run our business. Securing resources in a climate-resilient supply chain is key to delivering our business strategy. We are driving environmental excellence for agreener tomorrow. Tackling climate change Climate change is a global issue impacting the planet and society, as well our business and supply chain. We have an integrated climate strategy focused on building climate-resilience across our value chain. By 2030/2050: Carbon neutral operations (Scope 1 and 2 CO 2 e emissions) by 2030 and net zero carbon emissions across our value chain (Scope 1, 2 and 3) by 2050. #### Eliminating waste Circularity – and driving a zero-waste economy – is at the core of our bold stance todeliver a greener tomorrow. From using less plastic and recycling more, to being smarter in how ourproducts are designed. By 2025: 100% plastic packaging to be capable of being reusable, recyclable or compostable; and 100% ofour operations sites to be zero waste to landfill. #### Biodiversity and afforestation We work with our contracted farmers to protect biodiversity and forest resources and support community- based afforestation programmesaround the world. By 2025: Net zerodeforestation of managed forests in our supply chain; and net positive impact on forests in our tobacco supply chain. #### Sustainable water stewardship From eliminating loss and leaks to increasing water recycling, we are decreasing water use in our operations. And we are helping our contracted farmers to irrigate their crops more sustainably. By 2025: 100% of manufacturing sites to be Alliance for Water Stewardship certified; and 35% reduction in amount ofwater withdrawn (vs 2017 baseline). Find our key ESG goals, targets and metrics in our ESG Roadmap on page 47 #### Strategic Management Our Environmental Policy is adopted by all our Group companies. It outlines our commitment to high standards of environmental protection, adhering tothe principlesof sustainable development and protecting biodiversity. #### Tackling Climate Change Our ambition to be a carbon neutral (Scope 1 and 2) business by 2030 is supported by a range ofoperational targets. Already, we’re making significant progress with a reduction of 42.7% in Scope 1 and 2 CO 2 e emissions against our 2017 baseline. We also recognise the importance of looking beyondthe operationswedirectly control – so we have set a target for net zerocarbon emissions across our value chain by 2050. To deliver these stretching targets, we have an integrated climate strategy covering both our ownbusiness operations andour wider value chain. This includes utilising multiple opportunities, from on-site renewable energy generation and purchasing renewableelectricity, totransitioning our distribution fleet to electric and hybrid vehicles. In addition, in 2021, we incorporated internal carbon pricing into business plans to ensure the impacton environmental performance and targets is formally considered and quantified. This has supported the prioritisationof sustainability projects such as on site renewable energy generation. By the end of 2021, 32 of our operations siteswere purchasing 100% renewable electricity and 19 weregenerating renewable energy on-site, such as with solar panels. As of last year, we had on-site generationsolar coming online in Pakistan, Indonesia, Germany,and South Korea. In places likeSouth Africa, solar plays an important role in the overall site’s electricity decarbonisation. In2021 thesite generated green electricity equivalent to avoiding 1,840 tCO 2 . Factories in Brazil and Chile, and Switzerland’smanufacturing and commercialsites also passed independent carbon neutral certification in 2021 against PAS 2060 – an internationally recognised certificationon carbon neutrality. In our tobacco supply chain, we support over75,000contracted farmers globally, helping them to reduce emissions through innovative technologiesand ‘carbon-smart’ farming practicesthroughoutthe growing cycle. We also continue to actively work with ourlargest 30direct product materials suppliers that represent 15% of CO 2 e emissions for this part of our supply chain. In 2021, they participated in adetailed, one- to-one assessment of their current ESG practices and performance, with a strong focus on carbon emissions, aswell as waste, water and biodiversity. Our products are intrinsically linked to our sustainability ambitions. By building sustainable brands withpurpose, we are bringing our consumers on our journey with us. So, in 2021, we were proud to announce that Vuse was certified as the first global carbon neutralvape brand 1 . #### Eliminating Waste Our Circular Economy PositionStatement sets out our key principles across our operations and product categories. In 2021, we developed new Circular Economy Guidelines andtrainingto provide ourpeople with acommon understanding anddetails of how to apply these principles across different business areas, productsand geographies. We have conducted studies to map our waste footprintintensity across our value chain andhave established cross-functional sustainability workstreams for allour product categories. We are focused on eliminating unnecessary single-use plasticacross all packaging and, by the end of 2021, had achieved a 13% reduction in total weight. 1. Based on ePod, ePen, eTank mini, Alto devices and consumables internalsales forecast (calculated March 2021) for 12 months starting from April 2021. E ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 53 Examples of initiativesundertaken include: removing silicone caps from e-liquid pods, replacing plastic trays with a pulp based alternative and removingplastic film overwrap. We’re also aiming for 100% of plastic packaging to be capable of being reusable, recyclable or compostable by 2025 – by the end of 2021, this was achieved for 75% of our packaging. To help drive responsible disposal, we have take-back schemes for consumers to return our vapour and THP devices in all markets where they areavailable. In 2021, we also supported 12 consumer education andawareness-raising initiativesto prevent cigarette butt littering in five countries. And we are actively looking for new, innovative ways to tackle the issue. For example, we are partnering with aninnovate start-up to test a new solution to processing factory waste and cigarette butts from the streets to extract the cellulose acetate. In our operations, we’re driving a zero waste to landfill mindset with an ambitious target for 100% of sites to achieve this by 2025. Despite challenges in some locations that have limited recycling and waste management facilities, 35% of our sites had reached zero waste to landfill by the end of 2021, and a further 7% are close to achieving this and are recycling at least 95% of total waste generated. Our Integrated Work Systems (IWS) are crucial in helping to achieve this through optimising our overall performance, minimising machine unplanned downtime, reducing waste, optimising energy and water usage and saving personnel time and effort. Significant benefitshave been obtained in the last year ranging from a 5 to 15% reduction in waste to a smaller carbon footprint, 4pp efficiency improvement, lower energy consumption and utility costs, and the saving of 1,000s of working hours. #### Sustainable Water Stewardship While our manufacturing facilities are not particularly water intensive comparedto other industries, with the changing climate, water scarcity is a growing concern. Our sites implement a range of initiatives to eliminate water losses and improve water efficiency. As a result, we have been making steady progress decreasing water use, with an 27.6% reduction achieved from our 2017 baseline year. At the same time, we’ve also increased theamount of water we recycle to 16.7% (compared to 15.3% in 2020). To accelerate progress and deliver further water stewardship opportunities, we are members of the Alliance for Water Stewardship (AWS). AWS is a global collaboration of businesses, NGOs and thepublic sector that are contributing to the sustainability of local water- resources through adoption of the global AWS Standard. We have committed to 100% of our manufacturingsites being certified against the AWS standard by 2025. In 2021, 11 sites achieved AWS certification and a further 23 sites are expected to complete the certification process during 2022. Water stewardship in tobacco growing Water managementis vital to sustainable farming, especially given that agriculture accounts for an average of 70% of freshwater withdrawalsglobally. Rainwater is commonly sufficient for watering many tobacco crops – due to thevariety of locations in which we source our tobacco, only 31% require irrigation. Our leaf operations in these areas are actively looking at ways to work with our contracted farmers to reduce water usage, with different techniques applied depending onthe local circumstances and growing conditions. Our global leaf agronomy centre in Brazil is playing a vital role in researching, developing and customising cutting-edge innovations to drive water efficiency in tobacco growing. For example, innovative ‘floating’ systems for growing tobacco seedlings, based on hydroponics, use about 85% less water per hectare. Thesehavebeen successfully introduced to some 17,000 contracted farmers in sixcountries, with trialsunderway in six more countries. We have also developed innovate drip irrigationtechnology, that increases water- usage efficiency by up to 90% – so far, this is being used by our contracted farmers in six countries. #### Biodiversity and Afforestation Our Biodiversity Statement sets out the principles we follow to manage our biodiversity footprint across our operations. In 2021, we announced a new commitment for netzerodeforestationof managed forests across our tobacco and paper- and pulp-based product supply chains by 2025. This means that for every tree that is chopped down, we will aim for another to be planted by ourselves or others in our supply chain. In our tobacco supply chain, we take this further by aiming to have a net positive impact on forests by 2025. This means that not only will a tree be planted for each one used, but we will strive to have a net positive impact – planting more trees than are removed. To achieve these ambitious targets, our leaf operations and third-party suppliers continue to work with tobacco farmers inour supply chain to provide training in forest and biodiversity management, distribute tree saplings for a sustainable source of fuel for curing and help farmers to switch tolocally available alternative fuels. In 2021, monitoring of our contracted farmers wood fuel use for tobacco curing showed that 99.9% is from sustainable sources. In addition, wesupport afforestation, biodiversity and environmental conservation programmes around theworld aspart of our wider community-based initiatives. In 2021, this included 18 projects in 13 countries, includinglong-standing afforestation programmes inBangladesh, Brazil, Kenya, Pakistan and Vietnam that have collectively distributed an estimated 380 million trees over the last 40 years. In our paper- and pulp-based product supply chain, we are committed to working with suppliers that can demonstrate thatthe material is sourced sustainably, with certification from the Forest Stewardship Council (FSC) or the Programme for the Endorsement of Forest Certification (PEFC). So far, this is the case for 89% of the paper and pulp volumes we purchase – we aim to reach 100% by 2025 aspart of ournet zero deforestation target. In addition, we signed-up in 2021 as a signatory to Business for Nature’s Call to Action, aglobal coalition uniting influential organisations and forward-thinking businesses to amplify calls for collective action to reverse nature loss in this decade. #### Digital farmer sustainability #### management We are leveraging the power of technology to enhance andaccelerate our connectivity with our contracted farmers and farmingcommunities. Our Farmer Sustainability Management (FSM) system is a digital platform that supports the work of our field techniciansby enablinga consistent approach to farm monitoringand overall sustainability management. Our field technicians visit ourcontracted farmers approximately oncea month during the growing season, acting as a direct link between the farmers and BAT. Details of each farm visit are recorded in FSM, including any issues identified and detailsof prompt actionstaken to remediate them. In 2021, the majority of issues recorded in FSM (96.5%) related to the safe handling, use and storage of agrochemicals. SPOTLIGHT ![]() BAT Annual Report and Form 20-F 2021 54 #### Strategic Management Community investment In many parts of the world, we partner with NGOs and other stakeholderson projects to support the local communities where we operate. These programmes focus on a range of issues, such as women’s empowerment, financial inclusion,access tohealthcare, cleanwater andsanitation and supporting national responses to the COVID-19 pandemic. Our community investment policy in our SoBC is supported by our Community InvestmentFramework, whichsets out ourhow Group companies should develop, deliver and monitor community investment programmes. In2021, the Framework was revised to align our community investment strategy with the UNSustainable DevelopmentGoals. Across the Group, £19 million was reported for community investment programmes in 2021, including £12.6 million in cash spend and a further £6.4 million estimated for in- kind donations. This includes £0.96 million given for charitable purposes by UK Group companies. #### Human Rights Our integrated human rightsstrategy is aligned to the UNGPs and includes policies, due diligence, grievance channels and remediation procedures for our own business operations and supply chain. Our Human Rights policy forms part of our Standards of Business Conduct and is reflected in our Supplier Code of Conduct. This iscomplemented by our operational standard on child labour prevention, which providesdetailed guidanceand procedures for our leaf operations in tackling the risk of child labour in our tobacco supply chain. Tobacco supply chain The most significant challenges for human rights are in our tobacco supply chain and this has been a priority area forusformany years. Human rights issues in agriculture can be complex, and we know that the situation on the ground can be nuanced and that remediation requires cooperation and dialogue, rather than confrontation. This is why ourapproach emphasises working with families and communities to find sustainable solutions while respectinglocal context and the challenges of operating small, family-run farms. #### Delivering a Positive #### Social Impact We have an important role to play in delivering a positive social impact for our employees and people across our supply chain. By enhancing farmerlivelihoods, respecting human rights and ensuring a safe, diverse and inclusive working environment, we can help ensure the long-term sustainability of our business and build a fairer tomorrow for society. Farmerlivelihoods Rural poverty is recognised as a root cause for issues such as child labour. We support our contracted farmers to enhancelivelihoods and food security. And our community programmes help to build long-term resilience for rural communities. #### Human rights Our business and supply chain touch several industries withimportant human rights impacts. Our approach is aligned to the UN Guiding Principles for Business and Human Rights (UNGPs) and focuses on strong policies, due diligence and remediation. By 2025: Aim for zero child labour and zero forced labour in our tobacco supply chain #### People and culture We focus on building an inclusive and supportive culture that attracts, engages and retains diverse andtalentedpeople, develops the next generationof leaders and creates a fulfilling, rewarding and responsible work environment. By 2025: Increase the proportion of women in management roles to 45% #### Health and safety We are committed to providing a safe working environmentfor all ouremployees and contractors, and to enabling access to personal protective equipment (PPE) for our contracted tobacco farmers Each year: Aim for zero accidents Group-wide S Find our key ESG goals, targets and metrics in our ESG Roadmap on page 47. #### Farmer Livelihoods If farmers have sustainable living incomes, farming is more attractive to the next generation. It also reduces the risks of exploitation, as well as child and forced labour, and helps encourage improved adherence to safety and environmental standards. That’s why enhancing farmer livelihoods is such an important priority area ofour Sustainability Agenda and is central to our tobacco supply chain strategy. Our Extension Services of expert field technicianssupport our 75,000+ contracted farmers throughout thegrowingcycle, helping to develop their skills, promote better yields andbuild their resilience. This includes providing new tobacco varieties that produce higher quality leaf and increase yields by up to 20%, as well as mechanised solutions and technology to help farmers scale up production and reduce manuallabour. We have been measuring farmers’ yields, profit margins and revenues from tobacco as part of our Thrive assessments since 2015. In 2021, we took a step-change in buildingupon, andstrengthening, this approach, undertaking further assessments of the living income generationin ourfarmer base. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 55 This is where our direct contracts with farmers enables us to have a real impact. Our field technicians visit ourcontracted farmers approximately once a month during the growing season. As well as providing agronomy and livelihoods support, this is an important way of monitoring the farms. In 2021, a total of 1,790 incidents of child labour were identified on 0.7% of our contracted farms and thosesupplying our strategic third-party suppliers. The majority related to under-18s working on tasks such as preparing bales, watering and weeding,and harvesting and stitching tobacco. Of these, 100% were reported as resolved, where a remediation plan that considers theindividual circumstances is implemented with the farmer. Wherever possible, this plan involves local community or school support. In a small number of cases, where there is persistent non-compliance, the farmer’s contractis not renewed for the next growing season. We maintain a relentless focus on addressing the root causes. Our leaf operationsand strategic third-party suppliers deliverhuman rights training and communicationprogrammes forfarmers and community members. More than 350,000 people were reported to be engaged via this training in 2021. We support a range of local community- based programmes incollaboration with local stakeholders. These includechild labour prevention programmes in Brazil, Kenya and Mexico. We also continue as active members of the Eliminating Child Labour in Tobacco Growing (ECLT) Foundation which, since 2011, has supported over one million children, farmers and families. In addition, human rights impact assessments, aligned to the UNGPs, have been conducted in six of our tobacco sourcing countries, covering nine suppliers – India and Indonesia in 2019, Mozambique in 2020, and Macedonia, Turkey and Zimbabwe in 2021. Collectively, these assessments have engagedover 2,200 rights-holders and are abest practice approach toidentifying, assessing and responding to actual and potential human rightsimpacts, including the root causes and how they manifest. Product materials supply chain Beyond tobacco, we source product materialslike paper and filters forcigarettes and, for our New Category products, we have a growing supply chain in consumer electronics and e-liquids. Labour factors are considered right at the outset, before we even start working with a new supplier. This includes mandatory scoring criteria as part of the supplier selection process. Once selected, suppliers must then undergoan independent labouraudit performed by our partnerIntertek. The audit assesses workplace conditions, and we expect suppliers to achieve a minimum score of 70% to qualify. We maintain a rigorous focus on human rights in the supply chain and conduct an annual risk assessment on 100% of ourexisting materials suppliers. Using independenthuman rights indices developed by Verisk Maplecroft, we assess suppliers’ inherent riskexposure based on their country location and the goods or services they provide. Suppliers identified as high risk are then prioritised for audits. In 2021, 142 audits were conducted by Intertek on oursuppliers in38 countries. Over the last three years, 22% of our product materials suppliers have undergoneat least one independent labour audit, and we’re committed to achieving 100% by 2025. Human rights risk assessments The policies, procedures and controls adopted by Group companies help to substantially mitigatehuman rights risks in our businesses. We recognise that circumstances in some countries present a higher risk for human rights issues, such as where regulation or enforcement is weak, or there are high levels of corruption, criminality or unrest. We have a defined process in place to identify and carefully monitor BAT operations in high-risk countries. This process includes an annual risk assessment ofall countries with Group companyemployees present, using Verisk Maplecroft’s human rights indices (including its Modern Slavery Index). Our operating companies in each high-risk country identified must complete a human rightsassessment,confirming compliance with Group policies, standards and controls and providing details of measures in place toenhance human rights management. The process is reviewed by the Audit Committee at each stage, including action plans for any areasfor improvement identified. In 2021, our operations in 26 countries were identified as high risk from a human rights perspective and completed theriskassessment. #### Health and Safety We are always working to protect the health, safety and wellbeing of people – through the COVID-19 pandemic and beyond – as well as striving for zero accidents Group-wide. We have a mature and well-established approach, based onrisk management and assessment,employee training and awareness, and tailored initiatives for specific issues and higher-risk areas. For example, in Trade Marketing & Distribution, the highest risks relate to road traffic accidents, particularly in countries with poor road infrastructure and driving behaviour, or attacks and assaults from armed robberies where our goods have a high street value. So, we have acomprehensive driver safety and security programmes in place,including regular training andawareness campaigns, telematic systems in all our vehicles and clear security protocols. Overall, total accidents across the Group reduced by 19% – from 155 accidents in 2020, down to 126 in 2021. Sadly, however, there were 3 fatalities in 2021 to one employee and two contractors in Brazil, Mexico and Bangladesh (compared to three contractors in 2020). In addition, 4 members of the public lost their lives in road traffic accidents involving BAT vehicles in Bangladesh, Honduras, Poland and Zambia. Our drivers were found not to be at fault in three cases, while an employee in Zambiawas chargedwith dangerous driving and is facing disciplinary action. Find out about our Group risk factors related to workplace health and safety on page 96. #### People and Culture Attracting and retaining an increasingly diverse workforce and providing a welcoming, inclusive working environment are key drivers in BAT’s transformation journey to build A Better Tomorrow™. We are creating value for our employees byhaving a diverse range of excellent people, engaged teams and being a great place to work. We have extensive health and wellbeing support available to our employees, includingmedical and counselling services, and healthinsurance. We also offer regular webinars andinformation on arange of topics, including mindfulness, stress management and financialwellbeing. During the COVID-19 pandemic, this support has played an even more important rolein keepingour people connected and supporting one another during such difficult times. Findout detailsof ourapproachto peopleand culture onpages 68-73. ![]() BAT Annual Report and Form 20-F 2021 56 #### Strategic Management Delivery with Integrity Our Delivery with Integrity global compliance programme promotes an ethical culture and communicates expectedbehaviours as set out in our SoBC. Over the past five years, we have strengthened our proceduresand guidelines across areas including ABAC, anti-money launderingand tax evasion, competition law, sanctions and data privacy. With these strong foundations in place, we are now focusing on automation and data analytics toidentify and mitigate such risks as they arise, improving the lifecycle risk management of the third parties BAT engages with. Read more about our Group risk factors related to corporatebehaviourand compliancewith sanctions regimesand competitionlawson pages317 to 339. While policies and procedures are key to a consistentapproach to compliance,we know thatengagement and awareness are crucial to sustaining a culture of integrity across the Group. That’s why we have focused on ensuring everyone at BAT understands their role from day one in the organisation and that this is sustained throughout the year. Our SoBC app provides easy access to SoBC policies, proceduresand guidance, as well as our global ‘Speak Up’ channels, which are multilingual. From 2022, the app now incorporates our Supplier Code of Conduct in 15 languages to help increase accessibility for suppliers. To date, the app has been downloaded more than 27,500 times. In 2021, we launched our new SoBC e-induction training and automatedconflicts of interest disclosure requirement for all new management-level employees. Wealso launched new training targeted at relevant employees on areas such as sanctions, competing fairly and ethically and data privacy. In 2021, we held two global integrity events at the start and middle of the year. The first week-long campaign focused on the role of line managers in leading by example as SoBC role models. It also included our new campaign – ‘Speak-Listen-Act’ – focused on raising awareness of our Speak Up channels and for them to be seen as a trusted tool by our people. Later in the year, our global 24-hour ‘integrity pledge’ event focused on reaffirming our commitment to ethicalbehaviour,with employees making personal pledges acrossthe Group. #### Robust Governance Robust governance is key to our sustainable long-term growth. We are committed toachievingour business objectives inan honest, transparent and accountable way, and sustaining a culture of integrity in everything we do. Our policies and standards set out how we do this consistently, everywhere we operate. Business ethics Unethicalbehaviour can damage our business, reputationand consumer trust. We have a strong culture of responsible behaviour, underpinnedby our ethos and Standards of Business Conduct. Our Group-wide Delivery with Integrity programme helps everyone at BAT understand and play their role in maintainingour standards. #### Responsible marketing Responsible marketing practices are crucial for ensuring only adult consumers access and use our products. We have strict International Marketing Principles in place for all our product categories and work with our retail partners on youth access preventionprogrammes. #### Regulation and policy #### engagement Effective regulation needsdialogue between governments and industry, and we have a legitimate role to play in policy-related debate that affects our business. By sharing our expertise, engaging transparently and with high regard for accuracy and integrity, we can make a valuable contribution to policy development relating to our industry. Find our key ESG goals, targets and metrics in our ESG Roadmap on page 47. 2021 performance highlights 94% industry-leading score in the Codes of Conduct category of the Dow Jones Sustainability Index assessment (Score date: 12 November 2021) 100% of markets aligned to theYAP guidelines\*\*\*, where our products aresold #### Business Ethics Our Standards of Business Conduct (SoBC) express the high standards we are committed to upholding. Our SoBC comprise ourpolicies referenced onpage 48, includinganti-bribery and corruption (ABAC), political contributions, anti-money laundering and tax evasion, and is available in 14 languages. SoBC awareness and understanding arepromoted through regular training and communications. Our SoBC are complemented by our SupplierCode of Conduct, which outlines the minimum standards expectedof oursuppliers. We conduct a detailed review of our SoBC and Supplier Code of Conduct every two years to ensure they remain at the forefront of best practice, with the most recent review taking place in 2021. This includedexternal benchmarking against peercompanies, external legal reviews in the UK and US, anddrew on extensive insights from investor ratings and indices. The updated versions of our SoBC and Supplier Code of Conduct were approved by the Board in 2021 and took effect from January 2022. This was supported by their adoption by our Group companies and roll-out to Group company employees worldwide. Our Group entities complete an annual assessment of audit controls to assess and confirm they have complied with SoBC controls and compliance procedures. SoBC compliance is monitored through the year by our Corporate Audit Committee and Regional Audit and CSR Committees, and quarterly by the Audit Committee. G ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 57 We ended the year with our global SoBC compliance campaign. OurGroup company employeescompleteda formalSoBC sign-off during which they completed training and assessment, affirmed their commitment to the SoBC and declared any new or existing personal conflicts of interest. In 2021, this was successfully completed by 100% of our Group companyemployees. Over 24,000 did this through our online SoBC portal and remaining Groupcompany employees were given various options to complete the process, including via our SoBC app. Theapp has proved important in helping everyone to participate in training and sign-off safely, given COVID-19 continued to hinder usual face-to-face gatherings in many of our markets. Speak Up and SoBC compliance Our SoBC and Supplier Code of Conduct make it clear that our employees, partners and suppliers should speak up if they have a concern about actual or suspected wrongdoing, including in relation to accounting or auditing matters. We will always listen to these concerns and do not tolerate victimisation or reprisals of any kind against anyone raising a concern; such conduct is itself a breach of the SoBC and is a serious disciplinary matter. Our speak up channels include an independently managed Speak Up online portal and telephonehotlines, available 24 hours a day. Speak Up channels can be used in confidence,and anonymously where preferred, and are available in multiple local languages. Not allcontacts madevia our SoBC Portal involve alleged SoBC breaches; some relate to questions regarding the SoBC or other matters. In 2021, there were 581 SoBC contacts (2020: 554), of which 304 SoBC contacts were assessed as alleged SoBC breaches and reported to the Audit Committee (2020: 321), including 145 contacts where the person raising the case chose toremain anonymous. Our SoBC Assurance Procedure defines how all reports of alleged SoBC breaches should be investigatedand remediated fairly and objectively. And our Business Integrity Panel promotes a consistent approach to investigationand remediation of all alleged breaches of the SoBC. For the detailed investigations conducted into all of the reported cases in 2021: – No wrongdoing was found in 154 cases (2020:158); – The investigation continued at year-end for 51 cases (2020: 47); and – 99 cases were established as breaches and appropriateaction taken (2020: 116). We take strong action for all cases established as breaches, which will vary from case to case depending on the circumstances. In2021, established SoBC breaches resulted in 46 people leaving the Group and 72 written warnings. In addition, where any weakness in internal controls is identified, appropriate measuresare takento strengthen them.Our SoBC, and information on the total number of breaches reported under it,are available atbat.com/sobc. Please refer tothe GovernanceReport formore information aboutBoard andAudit Committee oversightand monitoringof SoBCcompliance. #### Responsible Marketing Our International Marketing Principles (IMP)governour approach tomarketing our products across the Group. Our IMP are applied consistently everywhere we operate, even when they are stricter than applicable local laws. All marketing materials are subject to review by our Legal & External Affairs (LEX) function. Our Supplier Code of Conduct also includes a requirement for our suppliers, agents and third parties to comply with the IMP. To support our strict requirement to only direct marketing at adult consumers, our markets are expected to adhere to our global Youth Access Prevention (YAP) Guidelines. These apply to all markets where ourproducts are sold, including where distributed through third parties. IMP and YAP compliance is monitored by our Regional Audit and CSR Committees and by the Audit Committee annually. All of our markets reported alignmentwith our YAP Guidelines in 2021. We report further on compliance in our 2021 ESG Report at www.bat.com/esgreport . As we accelerate ourtransformation, driving growth in New Categories, building strong brands of the future and digitising our business, our new e-commerce and social mediachannels are playing an ever more prominent role in our marketing strategy. Digitisation around the world has been rapidly accelerated by the COVID-19 pandemic and, inthis changing environment, we continue to embed new digital channels and ensureour people and partners have the right tools and capabilities to support IMP and YAP compliance. Our digital marketing toolkit includes in-depth guidance on topics such as content standards, socialmedia and search engines, and ensuring robust online age verification procedures. And our digital marketing hub supports our markets by providing guidance on how to achieve long- term consumer satisfaction and product awareness in a responsible way. In 2021, we reinforced this work with new toolkits and guidance, such as for applying our YAP Guidelines and ageverification standards on our own andthird-party e-commerce sites. We also launched a new training programme, called iCommit, covering measures for digital channels with a mix of theory and practical training, based on real-life scenarios. #### Regulation and Engagement Our SoBC includesour Lobbying and EngagementPolicy and Political Contributions Policy, adopted by all Group companies and applicable to all Group company employees. These policies require all our engagement activities with external stakeholders tobe conducted with transparency, openness andintegrity. We are committed to conducting all our engagementactivities withexternal stakeholders with transparency, openness and integrity.For global regulatory priorities, the views we advocate are the same as those we publish on our website, and we have long supported the OECD’s Principles for Transparency andIntegrity in Lobbying. We also respect the call for transparentand accountableinteraction between governments and the tobacco industry established in Article 5.3 of the World HealthOrganization’s Framework Convention on Tobacco Control (FCTC). We are open about what we think and always try to offer constructive solutions that will best meet the objectives of regulation, while minimising any negative unintended consequences. Regulatory engagementby ourbusinesses is monitored throughout the year by our Regional Audit and CSR Committees. The Management Board’s Regulation Committee, chaired by the Legal and External Affairs Director, meets three times a year and is responsible for reviewing key regulatory and excise trends, Group priority focus areas, and the execution of global plans regardingregulationand monitoring progress. Our Board is kept updated on regulatory engagement activities during the year. Details of any political contributions are reported twice each year to the Audit Committee. The Group does not make contributions to UK or EU political organisations or incur UK or EU political expenditure. Details of political contributions outside these jurisdictions are set out on page 127. Find details ofour othergovernance priorities, including data privacy and cyber security, in our 2021 ESG Report at www.bat.com/esgreport . \*\*\*Waivers from YAP Guidelines are granted where there is a government ban on point-of-sale materials or YAP retailerengagement cannotbe ensureddue topractical or cultural limitations. ![]() BAT Annual Report and Form 20-F 2021 58 #### TCFD Reporting We recognise the importance of providing consistent and reliable climate-related information to investors and otherstakeholders. We have aligned our reporting with the recommendations and recommended disclosures of the Task Force on Climate-related Financial Disclosures (TCFD). A summary of our response to each of the TCFD recommendations andrecommended disclosures, together with referencesto further information in this report, is set out below. Our reporting against other frameworks, including the Sustainable Accounting Standards Board (SASB) framework, can be found at www.bat.com/esgreport . Strategic Management Since 2019, we have worked with an external consultancy with expertise in TCFD reporting and climate scenario modelling todeliver an iterativeprocess toidentify, measure, manage, assure and report on climate-related risksand opportunities. We havetaken aphased approach, integrating TCFDintoour Group risk management process. This includedgenerationof a climate related gap analysis to highlight and understand key areas for improvement. We selected appropriateclimate scenarios and performed initialhigh-level, scenario- based modelling of material risks and business impacts, to prioritise the climate-related risks and opportunities for BAT. In 2021,we undertookdetailed financial modelling to further understand thetiming and materiality of these key risks and opportunities. This process included: – Selection of risks and opportunities for deep dive modelling based on relative strategic importance, and availability of value adding methodologies and data. This process was supported by two external consultancies. We will broaden and deepen this analysis in future years as data and methodologies improve. – Engagement with colleagues across the Group, which was crucial to gather data and test assumptions. Multiple workshops and interviews were held with teams across the organisation, includingour Management Board,and our Risk Management,Finance, Treasury, New Categories, Legal,Government Affairs, Investor Relations, Supply Chain and Leafteams. An overview ofour approachto identifying, assessing and managing climate risk is provided on page 59. #### Governance Board oversight The Board is collectively responsible for the sustainable, long-termsuccess of the Company and the Group’s strategic direction, purpose, values andgovernance. This includes responsibility for the Group's strategy and ensuring that resources are in place to meet the objectives and to manage risks, including internal controls. The Boardhas approved all Group environmental targets, including ourcarbon emissions targets, andreceives anupdate on progress and performance twice a year from the Director, Operations. In 2021, the Board also received a deep-dive ESG briefing covering our climate strategy, progress against our climate-relatedgoals and targets, and approachto reporting in alignmentwith theTCFDframework. The Audit Committee is responsible for reviewing the effectiveness of the Group’s risk management andinternal controls systems, including those relating to climate change.The Audit Committee also receives reports from the Group’s Regional Audit and CSR committees and Corporate Audit Committee, which monitor the effectiveness of business riskmanagement and internal controls across the regions and the central functions. Our Management Board,chairedby our Chief Executive, is responsible for overseeing the implementation of the Group’s strategy and policies set by the Board, and for creating the framework for the day-to-day operation of the Group’s subsidiaries. Details of key climate-related matters considered by the Board in 2021 can be found on page 105 and 120 Management’s role The assessmentand management of climate-related risks isembedded across relevant business areas at Group, regionaland local levels, with appropriate management oversight at each level, as shown on the chart on page 59. This approach provides a flexiblechannel for the structured flow of information, monitoring and oversight of climate-related risks andenvironmentalmatters atthe level and format best suited to the context. All relevant employees, from the Management Boardto managers at Group, regional and local level, have individual performance objectives that are linked to remuneration, including delivery against ESG- and climate-related priorities and metrics, that form part of their responsibilities. The Management Board receiveregular updates on material risks and strategic plans, includingthose relatingto climate change, along with associated risk mitigation plans. This includes regular monitoring by the Group Risk Management Committee, chaired by the Finance and TransformationDirector. The Chief Marketing Officer has overall responsibility for the delivery of the GroupSustainability Agenda, supported by the Business Communications and Sustainability (BC&S) team, including the Head of ESG and sustainability subject- matter experts. The Shaping Sustainability Programme Board oversees the cross-functional delivery of the ‘Shaping Sustainability’ of our QUEST transformation programme. Members of the programmeboard include the Chief Marketing Officer, the Director, Operations and the Group Head of BC&S. This is underpinned by a drive team, including the Head of ESG and Head of Operations Development andSustainability. The Director, Operations has overall responsibility for delivery of the Group’s climate strategy and environmental targets, supported by the Group Head of Operations Developmentand Sustainability, and the Operations Sustainability team, including the central Sustainability teamand regional sustainability managers. Reporting units that contribute to 98% of Group Scope 1 & 2 CO 2 e emissions (incorporating all factories and green leaf threshing plants) report quarterly, those contributing to around 2% of Group Scope 1 & 2 CO 2 e emissions report semi- annually and annual reporting is completed by units reporting less than 0.3% of emissions. Monitoring and reporting of consolidated Group performance and metrics is completed quarterly by the GroupOperations Sustainability team. Each directly-reporting business unit of the Group (DRBU) has an Environment, Health & Safety (EHS) Steering Committee, with overall responsibility to deliver environmental targets at site levelheld by the General Manager orsite manager. EHS is also a standing agenda item for management meetingsand governance committees at area, regional and global levels. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 59 TCFD at a glance Summary of our response Governance: Disclose the organisation’s governance around climate-related issues and opportunities. a)Describe the board’s oversight of climate-related risks and opportunities. b)Describe management’s role in assessing and managing climate-related risks and opportunities. Our Board has oversight of our climate-related risks and opportunities. The Board reviews the Group’s environmentstrategy,targets andperformance twice per year and reviews the Group risk register, which includes climate-related risks, annually. In 2021, the Board also received a deep-dive ESG briefing covering our climate strategy, performance and approach to reporting in alignment with the TCFD framework. The Audit Committee reviews the Group risk register twice per year. The assessment and management of climate- related risksis embedded across relevant business areas and markets at Group, regional and local levels. Readmore onpage 58Readmore onpage 60 Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy,and financial planningwhere such informationis material. a)Describethe climate-relatedrisksand opportunities theorganisation has identified overthe short, medium, and long term b)Describe the impact of climate-related risks and opportunities on the organisation’sbusinesses, strategy, andfinancial planning. c)Describe the resilience of the organisation’s strategy, takingintoconsiderationdifferent climate-related scenarios, including a 2°C or lower scenario. We have identified 11 climate-related risks and opportunities. For each, the level of likelihood and impact hasbeen analysed across threetime horizons: short-term (2020-2025), medium-term (2026-2035) and long-term (2036-2050). We have assessed the impact of these risks and opportunitieson ourstrategy andfinancial planning. The results show that, while there are financial risks that would need to be managed, these are not substantive enough to require a material change to our business model. We have conducted an assessment of the resilience of our strategy, taking into consideration two climate-relatedscenarios: sustainable transition (based on a global temperature increase scenario of 1.5°C) and climate change inaction (based on a global temperature increase scenario of 3°C or more). Readmore onpages 61-64Readmore onpages 64-67Readmore onpages 62-64 Risk management: Disclose how the organisation identifies, assesses, and manages climate-related risks. a)Describe the organisation’s processes for identifying and assessing climate-related risks. b)Describe the organisation’s processes for managing climate-relatedrisks. c)Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management. DRBUs and functions identify risks and opportunities, including climate-related physical risks, which are captured on risk registers and assessedagainst themateriality thresholds defined by our Risk Management Framework. Transitional risks of climate change have been assessed centrally and are included as a risk on our Group risk register. Mitigation plans are required to be in place to manage risks identified, and progress against those plans is monitored. At Group level, specific responsibility for managing each identified risk is allocated to a member of the Management Board. Our processes for identifying, assessing, and managing climate-related risks are integrated into our RiskManagement Framework. Thisincludes regular reviews of the Group risk register by our Group Risk Management Committee, chaired by the Finance and Transformation Director. The Group risk register is also reviewed annually by the Board and biannually byAuditCommittee. Readmore onpages 62-66Read more onpages 62-66Read moreon pages62-66 Metricsand targets : Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such informationis material. a)Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. b)Disclose Scope 1, Scope 2,and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks. c)Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. We have clearly defined metrics for each of our ESG priority areas, including climate change, against which we report on our performance and progress each year. Wedisclose Scope 1,Scope 2 and Scope 3emissions and the related risks in our reporting. Our targets to manage climate-related risks and opportunitiesinclude targets forcarbon neutrality across our operations (Scopes 1 and 2) by 2030 and net zero carbon emissions across our value chain (Scopes 1, 2 and 3) by 2050. These are supported by a range ofother environmental targets againstwhich we report our performance and progress each year. Read more on pages 47 and 61Read more on pages 47 and 61Read more on pages 47 and 61 These local management meetings and committees report into the Operations Sustainability Forum, chairedby the Director, Operations. This acts as a conduit for trackingdelivery of environmental targets and gaining visibility of new and emergingrisks posed byclimatechange. The Operations Sustainability Forum oversees business plans to mitigate risks identified, reviews performance and tracks progress of our regions and business units in delivering theGroup’s environmental targets. TheEnvironmental Sustainability Committee, also chaired by the Director, Operations, is responsible for reviewing environmental roadmaps andstrategies for the Operations LeadershipTeam. Read more aboutour Quest programme for acceleratingour transformation towards the Enterprise of the Future on pages 30-31 ![]() BAT Annual Report and Form 20-F 2021 60 #### TCFD Reporting Continued #### Strategic Management Governance of ESG & Sustainability Board ofDirectors – Sixscheduled meetingsper year – Responsible forthe long-term sustainable success ofthe Company and for the Group’s strategic direction, purpose, values and governance – including climate strategy Leaf Sustainability Forum – Meets around four times per year – Chaired by the Group Head of Leaf and composed of senior leadership – Reviews strategic directionand targets for addressing ESG risks across the leaf supply chain, andperformance against leafsupply chain targets Audit Committee – Five scheduledmeetings peryear – All membersareindependent, Non-ExecutiveDirectors – Monitors and reviews the effectiveness of the Group’s accounting, internal accounting controls, auditing matters and businessrisk system Operations Sustainability Forum – Meets around six times per year – Chaired by theOperations Director andcomposed of senior leadership – Reviews performance against environmental and social metrics and targets Supply Chain Due Diligence Committee – Meetsaround three times per year – Chaired by the Group Head of Procurement and composed of senior leadership – Reviews direct materials supply chainperformance (excl.leaf) against environmental and social metrics and targets Environmental Sustainability Committee – Meets around six times per year – Chaired by theOperations Director andcomposed of senior leadership – Reviews environmental roadmaps, strategies, risks and opportunities Management Board – Meets at least seven times per year – Chaired by the ChiefExecutive and comprises theExecutive Directors and 11 senior Group executives – Responsible for overseeing the implementation of Group strategy, policies and monitoring Group operating performance, including in relation to climate and the environment Corporate Audit Committee (CAC) and Regional Audit & CSR Committees (RACCs) – Meet at least twice a year – CAC chaired by a RegionalDirector and RACCs by an Executive Director of the Company – all are composed of Group executives – Reviews the effectiveness of the accounting, internal control and business risk identification and management systems within the central business functions forthe CAC and the regions for theRACCs Shaping Sustainability ProgrammeBoard – Meets around six times per year – Chaired by the Chief Marketing Officer and composed of Management Board Directors and senior leadership – Overseesthe implementation ofthe Group’stransformation programme and Sustainability Agenda Group Risk Management Committee – Meetstwice peryear – Chaired by theFinance and Transformation Director andcomposed of senior leadership – Overseesassessment and monitoring of risks to the Group Group Sustainability Department – Group Head of Business Communications & Sustainability, Head of ESG and sustainability subject-matter experts – Develops the Group Sustainability Agenda and supports business functions, regions and markets in driving its implementation Business Functions, Regions and Markets – Implementation and execution of the Group Sustainability Agenda, including byLeadership Teams andcross-functional workstreams and programmes – Tracking and monitoringperformance Board oversight Leadership team oversight Management oversight Management Board oversight ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 61 #### Strategy Our purpose to build A Better Tomorrow TM and our Group strategy is set-out on pages 26-27. Our Sustainability Agenda, with climate change as a key priority under the environmental pillar, is setout on page46. Taking an activeapproach to tackling climate change isn’t new at BAT. As a business that depends on natural resources, we have been focusing on addressing ourenvironmentalimpacts and preparing our business for the risks ahead for over 20 years. Yet with the impacts of climate change rapidly increasing, we are making a step-change in our ambition and accelerating the pace of progress. In 2021, we signed up to the UN- backed Race to Zero global campaign. This campaign aims to halve global carbon emissions by 2030 and achieve net zero carbon emissions by 2050. BAT has previouslycommittedto ScienceBased Targets, aligned to a 2 o C pathway; subject toapproval from the Science Based Targets initiative (SBTi), we intend to align our targets to a 1.5 o C pathway in 2022. To meet our ambitions for carbon neutrality across our operations by 2030 (Scopes 1 and 2 CO 2 e emissions) and across our value chain by 2050, we have an integrated climate strategy, highlighted below, covering our own operations and ourwider value chain. This focuses on reducing our impact on the environment, addressing climate-related risks and opportunities, and building climate resilience for the future. Key attributes of our climate strategy include: – the performance of climate scenario analysis to inform ourunderstanding of risks and opportunities; – the performance of life cycle assessments of our products and the incorporation of end of life treatment toreduce their environmental impact. Reducing theuse ofembodiedcarbon and single use plastic, and increasing recyclability to reduce the level of waste generated; – enhancing theresilienceof our internal supply chain and wider value chain to maintainaccess to critical rawmaterials, and insulating our business from the impact of supply constraint-driven inflationary pressures; – the environmental impact of ourdirect operations, including the reduction of CO 2 e generated by our sites and fleet through energy saving initiativesand increased use of renewable energy (both purchased andself generated), as well as reducing the waste generated and maximising the share of waste directed to recycling; – ensuring effective and efficient use of natural resources throughout our value chain, including where possible greater use of green energy and reduction of waterusage and waste generation. This supports the allocation of these critical natural resources to food generationand otheractivities, and reduces our susceptibility to energy cost premiumsand futurecarbon taxes; and – continued investment in R&D activity to underpinproduct innovations ,technical deployment ofagronomybest practices, low carbon curing technologies and farming techniques based on science. Financial planning is key to the execution of ourstrategy. Through ourembedded governance, we consider the impact of climate change on future anticipated operating costs (including the cost of regulation),access to capitaland potential growth opportunities tofacilitate resource allocation and to ensure that decision making is robust. In 2021, internal carbon pricing (ICP) was incorporated into our financialappraisal to facilitate delivery against our glidepaths. These actions position us to be successful now and into the future as climate challenges arise. To further enhance ourstrategy to mitigate the impacts of climate change, we performed an assessment of risks and opportunities using two climate evolution scenarios and over three time horizons. The approachtakento this assessment, outcomes, and mitigations are set out below on pages 62 to 64. Governance Social Harm Reduction BAT ESG Report 2021 40 Policies, Data and Assurance Introduction and Strategy Our Sustainability Agenda Environment #### Our Climate Strategy As a business that depends on natural resources, we’ve been taking an active environmental approachfor morethan 20 years. Now, we’re accelerating our pace. Our bold ambition forcarbon neutral operations by 2030 is supported by arange of targets covering energy,waste, waterand biodiversity. We also recognise the importance of looking beyond the operations we directly control. Especially since supply chain emissions (Scope 3 emissions) represent around 91% of the Group’s total carbon footprint. So we have an even more ambitious target: to be Net Zero across our value chain by 2050. To deliver this, we have an integrated climate strategy covering both our own business operationsand our widervalue chain, as seen in thegraphic opposite. As part of ourcontinuedengagement on climate change, in 2021, we attended the COP26 climate summit in the UK. This is an important part of our strategy in engaging with stakeholders anddemonstratingour support for taking collective action to tackle climate change and the key role business can play. For further information on our climate strategy as well as our response to the requirements of the Task-Force for Financial- related Climate Disclosures (TCFD), refer to pages [58-63] of our 2021 Annual Report. #### Race to Zero Limiting the rise in average global temperature to 1.5°Cabove pre-industrial levels requires major, widespread action. In 2021, we signed up to the UN-backed Race to Zero global campaign 1 . This is the largest ever alliance aimingto halve global emissions by 2030 and achieve net zero carbon emissions by 2050. As part of this, we are committed to realigning our existing carbon neutral targets with the 1.5°C trajectory and to accommodate net-zero criteria and definitions, subject to approvalby the Science-Based TargetsInitiative (SBTi). Previously, our targets were SBTi approved based on a 2°C trajectory. By working together with our suppliers, contracted farmers and business partners, we can help develop solutions tobring about lasting change and accelerate progress to net zero and ABetter Tomorrow™ for all. You can see our roadmap for achieving our netzeroambitionsopposite. Our Roadmap to Net Zero #### Excellence in Environmental Management #### Continued SPOTLIGHT Enter into longer-term power- purchase agreements Increase renewableenergy sourcing Rollout electric and hybrid vehicles in our fleet Invest in on-site renewableenergy generation projects Climate scenarioanalysis for key tobacco- growingareas Life cycle assessments for ourproduct categories Help farmers deploy innovative, low-carbon curingtechnologies and farming techniques Build a climate-resilient supply chain In our decision making Our impact on Climate Climates impact on us Invest in energy efficiency projectsand management systems For our operations For our value chain E mi ssions (mn tCO 2 e) 9 Current Baseline 7.82 mn tCO 2 e 0 1 –1 17181920222426283032343638404244464850 2 3 4 5 6 7 8 Actual Projected Neutralisation Compensation 1.5ºC Pathway Future Baseline 6.11 mn tCO 2 e ![]() BAT Annual Report and Form 20-F 2021 62 #### TCFD Reporting Continued #### Strategic Management Climate scenario modelling Identification Identification of risks and opportunities posed by climate change is an ongoing process and draws upon internaland external expertise, resources and other information, including: – Internal senior managementspanning all functions of the Group, based at DRBU, Regional, and Group level; – External consultants supportingour preparations for andresilienceto climate change; – Relevant industry publications outlining expected impacts of climate change on our keyinputs (including agriculture); – Relevant regulation (enacted or draft) that may impact the Group’s products, locations, or operations; – TCFD guidance on potential risks and opportunities; and – Existing risks and opportunities identified and managed as part of our Group risk management processes. A comprehensivelist of potentialclimate related risks and opportunities were identified andrefined downto 11 material risks and opportunities detailed on page 64, using the methodology defined in the GroupRisk Management Framework and overseen by the Group Risk Management Committee. Thismateriality assessment will be reassessed annually to ensure it remains appropriate in the context of a dynamic business and physical environment, and to take accountof improved data or modelling which may become available. Assessment We have considered the impact of risks and opportunities arising from climate change and the overall resilience of our business, calibratingthese against two potential climate scenarios and three time horizons. The two climate scenarios are aligned with the UN Intergovernmental Panel on Climate Change (IPCC) methodology, and greenhouse gasconcentration trajectories known as RepresentativeConcentration Pathways (RCP) 2.6 and 8.5, with differing levels of transitionaland physical risk arising from each trajectory. Climate scenario models used #### Warming 1.5ºC – Early decisive action by society to reduce globalemissions – Coordinated policy action towards low-carbon economy – Actions sufficient to limit global warming to 1.5ºC in line with the long-termtemperature goal inthe ParisAgreement #### Warming >3ºC – Governments fail to introduce further policies to address climate change beyondthose already known and in place – Global temperatureincrease above 3ºC by 2050 #### Scenario 1 #### Sustainable Transition #### Scenario 2 #### Climate Inaction Greater transition riskGreater physical risk #### Tackling #### Climate Change 100% renewable electricity sourcingin allour operations sites \* by 2030 Our goals #### NET ZERO carbon neutral operations (Scopes 1 and 2) by 2030 and net zero carbon emissions across our value chain by 2050. Alignment of emissions with a 1.5 o C trajectory (pending SBTi approval). \*Operations sites refers to all BAT-owned cigarettemanufacturing factories, sites manufacturing other tobaccoproducts, snus, modernoral and liquids andgreen leaf threshing(GLT) tobacco processing sites. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 63 Our Sustainability Agenda Policies, Data and Assurance Introduction and Strategy Governance Social Environment Harm Reduction BAT ESG Report 2021 108 #### BAT Greenhouse Gas Emissions Total Emissions (thousand tonnes tCO 2 e) Emission Source Category 2017 201820192020 Scope 1 – 415 396 342 Scope 2Market-based – 426 386 199 Scope 2Location-based – 490 453 418 Total Scope 3 – 6,956 6,781 5,587 Purchased Goodsand Services Category 1 Total 4,363 4,0494,011 Purchased goods – Directs (excluding NGP) Category 1 1,550 1,488 1,140 Purchased goods – NGP Category 1 43 55 47 Purchased Services Category 1 35 107 720 Purchased Tobacco Leaf– Combustibles Category 1 2,550 2,184 1,966 Tobacco Leaf –NGP Category 1 18 52 Other Purchased Goods& Services Category 1167 210 135 Capital Goods Category 2 Total 519 463 177 Fuel and Energy Related Emissions Category 3 Total 177 166 134 Upstream Transportation & Distribution Category 4 Total 192 197 225 WasteGenerated in Operations Category 5 Total 559 Business Travel Category 6 Total 38 33 8 EmployeeCommuting Category 7 Total 27 23 53 Use of SoldProducts Category 11 Total 662 587 641 End-of-Life Treatment of SoldProducts Category 12 Total 967 1,253 324 Franchises Category 14 Total 555 Note: Total emissions includebiogenic andbiogenic removals Whilst the impact of climate change is indefinite, for the purposes of assessment, we considered these risks and opportunities across three time horizons: short term (2021 – 2025), medium term (2026 – 2035), and longer term (2036 – 2050). These time horizons reflect how these risks and opportunities are internally considered andprioritised and arealigned to a number of our key ESG-related targets. Climate-related risks and opportunities have the potential to impact our business overtime. Through theidentification and measurementprocesses outlined above, which are aligned to TCFD recommendations, we are taking the necessary steps to assess the likelihood and severity of these impacts to enable us to maximise positive impacts and minimise adverse impacts on our business. Scenario analysis was performed to model howthe impactand likelihood of ourmaterialrisks and opportunities might change under each time horizon and climate scenario.We identified three climate-related opportunity areas and eight climate-related threats, which span transitionaland physical risksin nature. The results of the scenario analysis performed is shown on page 64. Materialrisks are those that couldhave a significant effect on our operations, strategy andfinancial planning ifthey are not managed appropriately.In contrast, materialopportunities mayimprove our financial performance overtime inthe event they can be realised. Through our ESG strategy we aim to effectively manage the impact of our business on the planet over time. We havealso undertaken adeep-dive modelling andfinancial impact analysis on six risks and opportunities, drawing on internal and external data sources, such as carbon pricing projections, potential future surcharges on single-use plastics in ourproducts, Group financial data, energy consumption and costs by BAT site, business growth projections and consumer trends. This allowed us to refine ourinitialqualitativeassessment and quantify the expected financial impact based on assumptions of future developments. We will continue to revisit these assumptions to reflect new and emergingdevelopments. Specifically, in relation to future access to tobacco and nicotine, a detailed assessment of future growing conditions was undertaken across our 10 largest tobacco source countries, utilising a UN IPCC model for climate change. Regional temperature behaviour, precipitation and soil water levels (surplus or deficit) were assessed, enabling us to estimate the likely impact on crop yields, and the cost of, or access to, tobacco in the future. BAT Greenhouse Gas Emissions ![]() BAT Annual Report and Form 20-F 2021 64 The analysis demonstrated thatwhilst thereweresome favourable and unfavourable impacts on yield, the potential financial impact onannual cost oftobacco is less than 5% and current climate change trajectories indicate it is unlikely that the Group would face reduced production capacity as a consequence of consistent supply constraints. We believe the impacts on yield can be effectively mitigated through agronomy action plans to avoid yield driven cost of production increases. In 2021, we also built on our decades of experience in agriculture to develop a new carbon-smart farming programme. This takes a strategic approach focused on reducingemissions fromtobacco farming and leveraging the positive effect agriculture could have in removing carbon from the atmosphere. Scenario analysis highlightedthe increased cost of compliancewith emerging regulation, cost of green energy and carbon taxationarising fromGovernment policies seeking to deliver a Sustainable Transition (Scenario1). Potential adverse impacts from highercosts and reduced access toboth insuranceand capital markets wereidentified. Given the nature of transition risks, we anticipate the magnitude of these risks will be lower, and impact delayed, under Climate Inaction (Scenario 2) as little or no change to current regulation is projected. We will continue to update both our scenario analysis and business plans to ensure our business remains resilient and best able to mitigate the impact of climate policies asthey emerge. Material climate-related risksand opportunities identified Type Scenario Level oflikelihood/impact by 2020 – 2025 2026 – 2035 2036 – 2050 Opportunities associated with transitioning to low carbon economy Products & services Increased revenues due to shift in consumer preferences resulting in access to new and emergingmarketsand increased demands forour products\* 1.5ºC >3-4ºC Energy sourcing Reduced costs due to use oflower-emission sourcesof energy within our direct operations\* 1.5ºC >3-4ºC Resource efficiency Reduced costs due to use of more efficient productionand distributionprocesses 1.5ºC >3ºC Transition risks associated with transitioning to low carbon economy Emerging regulation Increased costs due to newcarbon pricing mechanismson theemissionswithinour value chain 1.5ºC >3-4ºC Emerging regulation Increased costs due to mandates on, and regulation of, products and services\* 1.5ºC >3-4ºC Market Increased costs due to contraction of insurance markets, higher premiums or losses arising from uninsured assets 1.5ºC >3-4ºC Market Increased costs due to increasing energy prices impacting direct operating costs as well as the cost of raw materials\* 1.5ºC >3-4ºC Market Increased costs and/ or reduced access to capital markets due to climate change driven increases to operating costsand ESGconcerns frominvestors 1.5ºC >3-4ºC Physical risks associated with physical impacts of climate change – either acute risks(such as relating to extreme weather events) or chronic risks (such as relating tolonger-term shifts in climate patterns and higher temperatures) Acute Decreased revenues duetoincreased severity and frequency of extreme weather events such as cyclones and floods, leading toagricultural supply chain disruption and reduced production capacity 1.5ºC >3-4ºC Chronic Decreased revenues due to water stress leadingtoagricultural supply chaindisruption andreduced production capacity\* 1.5ºC >3-4ºC Chronic Decreased revenues due to changes in precipitation patterns and extreme variability in weather patterns leading to agricultural supply chain disruption and reduced production capacity\* 1.5ºC >3-4ºC Low Medium High \*Advanced financial scenario modellingconducted #### TCFD Reporting Continued #### Strategic Management ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 65 Policies, Data and Assurance Governance Social Harm Reduction BAT ESG Report 2021 43 Introduction and Strategy Our Sustainability Agenda Environment #### Carbon-smart farming In 2021, we built on our decades of experience in sustainable agriculture, to develop a new carbon-smart farming programme. This takesa strategic approach focused on both reducing emissions from tobacco farming and, crucially,leveraging the positive effect agriculture could have in removing carbon fromthe atmosphere. The latter can be achieved by planting trees, as well as through methods like cover crops and conservation tillage that may keep the soil covered and undisturbed, to reduce thepossibility of carbon escaping. As well as storing carbon, these methods may also increase water- retentioncapacity,improvingdrainage and making the soil richer and more fertile. This results in increased yields and better-quality crops for farmers helping to boost their profits. Many ofour contracted farmers already use these best practices. The challenge has been to find effective ways to measure impact and quantify the amount of carbon they remove, compared to how much they emit. #### To me it is an honour #### to be one of the first #### farmers participating in this programme. I’m excited to learn new conservation practices to deploy on my farm. And I think #### getting to see real data showing #### the tangible impact this will have in both reducing and #### removing carbon emissions will #### be a game-changer and provide #### new opportunities for income #### generation. LaercioCelestino Adami BAT contracted tobacco farmer, Brazil SPOTLIGHT So, in 2021, we conducted a detailed analysis to estimate removals resulting from carbon-smart farming best practice, against internationalmethodologies, such as those of the IntergovernmentalPanel on Climate Change(IPCC) and Greenhouse Gas (GHG) Protocol. We are now working in partnership with a specialist consultancy to validate this approach andto monitor, report and verify the results. This will enable us to develop a system that can be easily applied by small farmers. The systems will form the basis of ourcarbon-smart farmingprogramme, empoweringour contracted farmers to incorporate carbon-smart farming into theirbusiness model. It will also provide us with verified data tomeasure progress against our2050 ambition and to validate the impact of different carbon-smart strategies. In2021, 35 of our contracted farmers in Brazil signed-up as the first pilot group for the programme. We will expand the pilot to farmers in Bangladesh, Mexico and Pakistan in 2022. Learnings from the pilots will help in further developing and scaling- up the programme as part of our wider climate strategy. Findout abouthow we’re aimingfor net positiveimpact on forests in our tobacco supplychain by 2025 in Biodiversity and Afforestation on page55. #### Excellence in Environmental Management #### Continued ![]() BAT Annual Report and Form 20-F 2021 66 While the products we offer continue to evolve, we will continue to need to access raw materials, including tobacco and tobacco extracts. This increases our exposure to the physical risks of climate change due to the increased risk of asset production disruption, damage or loss. In contrast to transition risks, physical risks are most severe under Climate Inaction (Scenario 2) given this scenario sees a world where warming exceeds a 3°C threshold, increasing the frequency and severity of climate-related events and likely financial impact on our business. In response, more extensive mitigation may be required including investments in working capital to increase our supply chain resilience. While a sustainable transition (Scenario 1) is not anticipated to fully shield our operations from such climatic events, we assessed these may be less frequent and more controllable through tailored adjustments to our existing risk management policies. While there arechallenges ahead, we believe that the Group is well placed to address them. Supported by our global reach, supply chain flexibility, diverse product portfolio, leadingbrands and capital strength, we believe that we have the resilience and agility to transition and create new growth opportunities. The insights gained from the modelling performed furtherstrengthen the importance and relevance of our climate strategy and net zero carbon emissions target to mitigate these risks. We will continue to review each material climate- related risk and opportunity and build upon our existing mitigation strategies to enhance the resilience of our business to climate change. #### Risk Management Our Risk Management Frameworkand procedures are clearly defined and well- established across theGroup. Risk registers, based on a standardised methodology, are used at Group, functional, and DRBU level to identify, assess, monitor and mitigate the risks (both financial and non-financial). Risks, including climate-related risks, are assessed and prioritised at three levels by reference totheir impact (high/medium/ low) and likelihood (probable/possible/ unlikely), as defined in our Group Risk Management Manual. Mitigationplans are required to be in place to manage the risks identified, and progress against those plans is monitored. Decisions on how to manage the risk are based on a variety of considerationsincluding risk score, our ability to influence or control the risk, and cost and effectiveness of mitigation. The risk registers are reviewed on a bi- annual basis. At the Group level, specific responsibility for managing each identified risk is allocated toa member of the Management Board. The Group risk register is reviewed bi- annually bythe Group Risk Management Committee, chaired by the Finance and Transformation Director. In addition, the Group risk register is reviewed annually by the Board and biannually by the Audit Committee. During 2021, we continued to integrate and embed climate-related risks into our Group risk management procedures. This followed an update to our Group risk register in 2020 to incorporate transitional risks of climate change as a Group risk. Each of our DRBUs and functions is required to identify and assess risks and opportunities, including climate-related physical risks, which are captured on risk registers and assessed against the materiality thresholds defined inour Risk Management Framework. Additionally, the transitional risks of climate change have been assessed centrally and are captured on our Group risk register in accordance with ourRisk Management Framework. Transitional risksof climate change takes into account factors including net zero commitments, stakeholder interests and emerging and current climate- related regulations. In recognition of ESG being fundamental to all that we do in the organisation and the global risks of climate change, in 2021 our risks were updated to incorporate ESG factors across all relevant risks across the Group. In 2022, we plan to further enhance our assessment ofthe transitional and physical climate risks and opportunities through conducting further analysis. It is envisaged that the transitional climate risk will remain as a separate risk, and the physical climate risks and opportunities willbe reflected furtheras necessary, in individual DRBU and functional risks. See our Group risk factor for climate change on page 321and detailsof ourriskmanagement and internal control procedures onpages124. #### TCFD Reporting Continued #### Strategic Management ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 67 \*Via the Science Based Targets Business Ambition for 1.5C Campaign. \*\*Science Based Targets must represent reductions needed to restrict global warming to 1.5 degrees Celsius from pre- industrial levels. BAT had previously committed to Science Based Targets, aligned to a 2°C pathway, and has existing targets to become carbon neutral across its operations by 2030 and value chain by 2050. These will be realigned to the 1.5°C pathway (subject to SBTi verification)and accommodate net-zero criteria and definitions. #### Metrics and Targets We have been reporting against energy and carbon emissions metrics since 2001 and set out our first long-term targets in our 2007 Annual Report to reduce Scopes 1 and 2 CO 2 e emissions intensity by 50% by 2030 and 80% by 2050 against our 2000 baseline. By the end of 2017, we had achieved a 42.7% reduction from that baseline. In 2019, we set new long-term CO 2 e targets, and gained the Science Based Targets initiative’s(SBTi) formalapproval for these. Since then, we have developed our commitment to addressing climate change, including accelerating our existing environmental targets to2025 and committing to be carbon neutral across our operations (Scopes 1 and 2) by 2030 and net zero across our value chain (Scopes 1, 2 and 3) by 2050. In addition, we have incorporated internal carbon pricing into business plans to ensure the impact on environmental performance and targets are formally considered andquantified. This has supported the prioritisation of sustainability projects such as on-site renewableenergy generation. These actions are complemented by a range of other environmental targets and metrics, covering areas such as renewable energy, eliminating waste, waterstewardshipand biodiversity and afforestation. Our goals, targets and metrics are summarised in our ESG Roadmap on page 47, including performance in 2019, 2020 and 2021 in relation to carbon emissions, renewable energy, waste, water, and biodiversity to demonstrate trends and how we are consistently deliveringimprovements toour environmental performance. In 2021, we signed up to the UN-backed Race to Zero campaign \* . Race to Zero is the largest ever alliance aiming to halve global emissions by 2030 and achieve net zero carbon emissions by 2050. The campaign represents over4,000 businesses estimated to cover nearly 25% of global CO 2 emissions and more than 50% of GDP. Limiting the rise in average global temperature to 1.5°Cabove pre-industrial levels requires major and widespread action and companies have an important role to play \*\* . We are realigning our existing CO 2 e emission targets with this trajectory and set a new target for net-zero carbon emissions across our value chain (Scopes 1, 2 and 3) by no later than 2050. #### Next Steps We recognise that the impact of climate change is uncertain and will be affected by multiple factors including severity of climate variation and extent of government regulation. Through the adoption of the TCFD recommendations we have sought to analyse, as best as possible, the impact of potentialoutcomes considering two climate scenarios over the short, medium, and long term time horizons, however our assessments will need to continually evolve to respond to new information and insights. In light of this evolving landscape, our work will continue in 2022 to further strengthen our approach includingthe consideration of thefollowing focusareas: – further embedding climate-related considerationsintoour business and strategic decision making, financial planning, as well as governance and risk management frameworks; – continuing to identify opportunities to further strengthen our activities to manage and mitigate climate-related risks andbuild climate-change resilience; – continuing to work with our suppliers to enhance data relating to our Scope 3 emissions; – continuing to monitor ESG measures and driveperformanceacross our comprehensive suite of objectives across all areas of ESG; – continuing to identify, assess, manage, and disclose climate-related risks and opportunities; – reviewing our metrics and targets to ensure they remain aligned with our strategy and riskmanagement processes, and best practiceguidelines; – enhancing ourassessment ofthe transitionaland physical climate risks and opportunities through further analysis; and – tailoring future disclosures, taking into account keygovernment, investor, and other stakeholder frameworks and guidance. ![]() 68 BAT Annual Report and Form 20-F 2021 ## for employees #### By creating a dynamic, inspiring #### andpurposeful place to work. #### Attracting and retaining an #### increasingly diverse workforce and providinga welcoming and #### inclusive working environment are #### key drivers in BAT’s transformation journey. Weare creating value for our employees by: – providing opportunities for a rewarding career with a major international business; – creating a diverse and inclusive #### workplace culture that treats everyone equally; and – listening to their views and #### safeguarding their wellbeing. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 69 #### Ethos #### We are #### Bold – Dream big – with innovative ideas – Make tough decisions quickly and proudly stand accountable for them – Resilientand fearless to compete #### We are #### Fast – Speed matters. Set clear direction and movefast – Keep it simple. Focus on outcomes – Learn quickly and share learnings #### We are #### Empowered – Set the context for our teams and trust their expertise – Challenge eachother. Once in agreement, wecommit collectively – Collaborateand hold eachother accountable to deliver #### We are #### Responsible – Take action to reduce the healthimpact of our business – Ensure the best quality products for our consumers, the best place to work for our people, and the best results for shareholders – Act with integrity, never compromising our standards and ethics #### We are #### Diverse – Value different perspectives – Build on each others’ ideas, knowledge and experiences – Challenge ourselves tobeopen-minded recognising unconscious bias #### Our purpose is to build A Better Tomorrow TM by reducing the health impact of our business through offering a greater choice of enjoyable and less risky products for our consumers. A key driver to delivering this is our Ethos, which guides our culture and behavioursacross theentire Group. Developed with significant input from our employees, it ensures an organisation that is future fit for sustainable growth. These five key principles – bold, fast, empowered, diverse, responsible – underpin how we deliver on both our purpose and our strategy. Hae In Kim Director, Talent, Culture and Inclusion Our ongoing commitment to fostering a diverse and inclusive culture at BAT is underpinned by our ethos, which encourages our employees to be Bold, Fast, Empowered, Responsible and Diverse. Our transformation isdriven by our people. By combining existingandnew capabilities, we are radically redefiningour organisation. Together, we willbuild A Better Tomorrow. ![]() BAT Annual Report and Form 20-F 2021 70 #### People and Culture #### Strategic Management Total MainBoard 7 Global headquarters 81 Management levelglobally 141 Nationalities represented Senior managers: CompaniesAct2006 For the purposes of disclosure under Section 414C(8) of the Companies Act 2006, the Group had181 male and 42female senior managersas at31 December 2021. Senior managers are defined here as the members of the ManagementBoard (excluding the Executive Directors)and the Directors of the Group’s principal subsidiary undertakings. Theprincipal subsidiary undertakings, assetoutin theFinancial Statements, represented approximately 66% of the Group’s employees and contributed over 89% of Group revenue and 100% ofprofitfrom operations in 2021. Employee retention In 2021,totalvoluntary turnover ofmanagement-grade employeeswas 1,236, representing 8.6% of our Group’s totalmanagement population. Voluntary turnover rate for all employees across our Group in 2021 was 9.1%. Diversity Representation ofwomen onsenior leadership teams was 24% in 2019, 27% in 2020 and 27% in 2021. Main Board Total Group Employees Senior Leadership Teams Male 426 Female 158 Male 6 Female 4 Male 35,256 Female 16,794 10 584 52,050 73.3% 66.7% 68.6% 26.7% 33.3% 31.4% Group diversity as at 31December 2021 #### Investing in Leaders We areaccelerating our transformation agenda and delivering A BetterTomorrow TM by attracting the right talent with new experiences and developing our ‘must win’ capabilities. In 2021, we launched our new Employer Brand – ‘Be the change’ – reflecting our corporatepurpose and Ethos. The new brand has been brought to lifethroughour social media channels andon ourrevamped website – careers.bat.com . Theupdated site leverages the latest technologies to personalise a candidate’s experience, with round-the-clocksupport in 14 languages. In 2021, 44% of our external recruits brought new capabilities into the organisation to accelerateour business transformation. Our unwavering commitment and investment into the development of leadership and functional ‘must win’ capabilities has resulted in an average of 17.9 training hours delivered per full-time equivalent (FTE), with an average of £311 invested per FTE in 2021. This included 239 trainingprogrammes delivered acrossour leadership, functional and digitalportfolios. All functional ‘must win’ capabilities have foundationallearning programmes in place, creating a level playing field of knowledge and skills, with 31% of programmes developing advanced level capabilities. In the leadership space, over 6,600 employees attended our core leadership programmes, includingfour international cohorts of our Women in Leadership programme and two cohorts of our Global GraduateAcademy. To enable quantity, while ensuring quality of all our programmes, we have shifted all our programmes to 100% virtual format. This has been a game-changer, making it more accessible for more people across the Group. Our digital learning platform, The GRID, is the gateway to our learning portfolio – accessible to 100% of our management population, providing digital learning anytime, anywhere. In addition, over13,000managers have completed our leadership potential assessment – Leadermeter, which enables early identificationof talent foraccelerateddevelopment. You can read about our Group risk factor related to talent onpage 320 #### Inclusive Culture We are focused on creating a supportive and inclusive culture where all our people can flourish. Our SoBC Respect in the Workplace Policy makes clear our commitment to providing equal opportunities to, and fair treatment of, all our employees and to creating an inclusive workforce by promoting employment equality. The policy was updated in 2021 to include enhanced provisions relating to not practising any form of unlawful discrimination, providing fair wages and benefits andsupporting employees’ work-life balance. Our revised SoBC takeseffect fromJanuary 2022. We are official signatories to the UK Race at Work Charter for supporting equality and race in the workplace. We are also certified as a level 1 Disability Confident Committed employerunder the UKGovernment’s accreditation scheme. Thisdemonstrates our commitment to providing equal opportunities for disabled employees, trainingand development for them, and reasonable adjustments and support in the workplace and in recruitment processes. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 71 Pillar 1 #### Driving ownership #### andaccountability Ensuring ownershipof, and #### accountability for, our D&I #### strategy across all business #### areas and leadership teams is key to driving progress and #### achieving our 2025 ambitions. Our Director for Talent, Culture and Inclusion has overall responsibility for all employee and human resources matters, while ourManagement Board oversees the development and management oftalent within the Group’s regions and functions. Our D&I governance structure ensures clearaccountability forour business leaders and leadership teams for achieving our 2025 ambitions. This includes a D&I dashboard and quarterly reviews byour Management Board to ensure close monitoring of progress and plans. Diversity also remains fullyembedded in ourtalent review processes and meetings across all levels of the Group. Our ‘Diversity Champions’ continue to be key in driving D&I initiatives throughout the organisation. Our ‘MasteringInclusion’ training helps to further empower our people and increase their awareness. In 2021, more than 8,300 employees completed the training. We also launched a new D&I toolkit for all our managers in 2021, as well as LGBT+ and Race and Ethnicity Allyship Guides. #### We focus on building diverse talent pipelines at all levels of the organisation through recruiting, developing andretaining the #### bestdiverse talent. In 2021, the proportion of women in management roleswas 39%and 27% on senior leadership teams – we are committed to increase these by 2025 to 45% and 40%, respectively. To achieve this, we are focused on recruiting, developing and retaining the best female talent. In 2021, 47% of our external management-level recruits were women. Women also comprised 51% of our new graduate intake in 2021, helping to build a sustainable pipeline of future female leaders. We also provide a rangeof training, mentoring, coaching and sponsorship programmes to support women’sdevelopment. As well as striving for gender balance, we focus on diversity of nationalities and ethnicities. Our target is for at least a 50% spread of distinct nationalities in all our regional and functional leadership teams. We have 141 different nationalities, from a wide range ofethnicbackgrounds, in management rolesacross theGroup. #### To realise our diversity #### ambitions, we know we #### must have enablers in place #### that provide a supportive #### environment for people to thrive #### and realise their full potential. We provide women and diverse groups with an opportunity to connect, engage and share experiences, such as through our Women in BAT UK and our B-United LGBT+ communities. And our Parents@BAT programmecontinues toprovide arange of benefits to support new parents working in all BAT businesses worldwide. In 2021, the return rate from parental leave was 95% for women and 99% for men. We work to continually raise awareness ofdiversity issues through campaigns and events that showcase best practice andprovide platforms for role models to amplify their profiles across the Group. For example, each year, we celebrate events such as National Inclusion Week, International Women’s Day and International Day of Women and Girls in Science. Following asuccessful pilotin the UK in 2020, we launched our IGNITE programme in eight more countries in 2021. IGNITE focuses on supporting experienced professionals returning to the workplace aftera career break. Pillar 2 Building diverse talent pipelines We are proud to be a diverse global company and, as our Ethos shows, diversity is one of our core values. As we transform our business, we need fresh, diverse skills, perspectives and mindsets to challenge the status quo and drive innovation. Our diversity and inclusion (D&I) strategy is built on the following three pillars and underpinned by an inclusive culture. Pillar 3 #### Creating enablers Read aboutour GlobalGraduateProgramme atwww.bat-careers.com/graduates #### Our D&I Strategy ![]() BAT Annual Report and Form 20-F 2021 72 #### People and Culture #### Continued #### Strategic Management Global Top Employer BAT has been accredited as a Global Top Employer for the last four consecutive years. FinancialTimes Diversity Leader BAT has been ranked in the top 10% of companies in 2021 for achieving a diverse andinclusiveworkforce. Global Equality Standard certified In 2021, we achieved accreditation under theGlobal Equality Standard, as well as the UKNational Equality Standard. #### Workforce Engagement Ensuring wehave open engagement, where we can listen and learn from our people, is crucial to an inclusive culture. The Group has a range of well-established engagement channels worldwide covering the Group’s global workforce 1 , including: – market and site visits by our Directors and Management Board members to meet local employees; – town halls and listening sessions; – meetings with works councils, trade unions and the European Employee Council; – global, functionaland regionalwebcasts, and webcasts and podcastswiththe ChiefExecutive andManagement Board members; – our global ‘Your Voice’ employee survey every two years, most recently in 2021; – our annual global leaders meeting with the top 120 senior leaders across the Group;and – global, independently-managed and multilingual Speak Upchannels, discussed further on page 57. These engagement channels are implementedas appropriatefor the composition of local workforce populations, at market, regional or functional levels. With COVID-19 continuing to affect our ways of working throughout the year, workforce engagement forums in 2021 continued to be conducted primarily through virtual formats, leveraging the success of Group digital transformation initiatives. Given the scale, spread and diversity of the Group’s workforce, the Board considers it effective to use these established engagement channels, augmented by Group-wide reporting structures to capture feedback fromengagement atmarket, regional and functional levels. Employee feedback fromworkforce engagement channels iscollected across the Groupand analysed to define priority themes. Consolidated feedback and themes from engagement are reviewed by our Board each year, as part of our Workforce Voice in the Boardroomprogramme. This focuses on ensuring the Board understands the views of our workforce, and reviews details of the key themes identified and how we have responded. Feedbackfromthe Board, with associated action planning, is cascaded back across our workforce and the Board is kept updated on progressagainst identified actions during the year. Findout abouthow ourBoard engageswithour global workforceon page108 The overarching themes identified from engagement in 2021 related to transformation,innovationand staying connected (particularly in the context of the COVID-19 pandemic). We have responded to this feedback with a range of initiatives, includingenhanced communications activities to increase our connectivity and provide greater visibility of the Group’s work aroundtransformation andinnovation. For example, we held a virtual TIME: Technology Inspiring aModern Enterprise Automationsummit in 2021, demonstrating how ourdigital transformation can empower our people. Broadcast live and available to all Group company employees, the four-day summit saw speakers from the business and tech world join BAT senior leaders to discuss how automation is changing our lives. We also held a global competition for employees to develop creative and engaging videos about theGroup’s strategic purpose. This provided an opportunity for employees to share what makes them proud to work for BAT and what it means to be part of the Group’s transformation. In addition, we published a new Science & Innovation Report in 2021 and introduced quarterly science updates, providing our employees with details of the latest developments in tobacco harm reduction science and innovation in a concise and engaging way. YourVoice In our 2021 Your Voice global employee survey, we were pleased to surpass our 2019 response rate with 93% of all employees globally choosing to respond (7% higher than ourglobal FMCG comparator group). Our 2021 Your Voice results outperform our FMCG comparator group in most categories, with strong results in diversity and inclusion, people management, corporate responsibility and empowerment. Our 2021 results were 1% higher than our FMCG comparator group for our Employee Engagement Index and 4% higher than our FMCG comparator group for our High Performance Index. These results reflecta connected, committed, energised andhighperforming organisation. We use these results as the basis for further shaping the priorities of the organisation. 1.The Board has taken account of the requirements of the UKCorporateGovernanceCode in its approachto engagement withthe Group’s workforce.Wedefine the Group’s workforceas comprising allGroupcompany employees and individuals contracted directly to undertake permanentand temporary roles. Corporate Equality Index In 2021, for the second consecutive year, our business in the U.S. and Mexico scored100% on the Human Rights Campaign Foundation’s Corporate EqualityIndex for LGBT+ workplace equality ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 73 Our policies and principles #### Our Employment Principles Our Employment Principles set out a common approach for ourGroupcompanies’ policies and procedures, recognising that each Group company must take account of local labour lawand practice,and the local political, economic and cultural context. In developing our Employment Principles, we have sought the views of a cross-section of internal and external stakeholders, and have consulted with employeerepresentatives and (where relevant) with our works councils. All Group companies have adopted our EmploymentPrinciplesand, through our internal audit processes, are required to demonstratehow these are embedded into the workplace. In addition to our Employment Principles, our BoardDiversity Policy applies specifically toour Board andManagement Board, discussed at page 119. Responsible restructuring Our Employment Principles make clear that, where restructuring is necessary, we are committed to doing so in a responsible manner. Where such situations do occur, our companies adopt responsible local approaches andproceduresto address each instance, such as severance pay and outplacementsupport to help displaced employees findalternative employment. In 2021, we continued Project Quantum to restructure our business globally by redesigningmanagement layersand eliminating duplications, while simultaneously reinvesting in new capabilities and roles to ensure delivery ofour strategy. #### Rewarding People Our SoBC makes clear our commitment to providing fair, clear and competitive wages andbenefits. Inlinewith good equal pay practices, we have clearly defined pay scales for all roles across the Group worldwide. This approachensures pay, bonuses and benefits are consistently applied and not influenced by factors such as gender orethnicity. Reward is a key pillar in ensuring that we have the right people to drive the business forward. Reward is necessarily local and we strongly support this through global frameworks to ensure leading edge policies, processes and technology are available to all markets. Base pay rewards core competence relative to skills, experience and contribution to the Group, while annual bonuses, long-term incentives, recognition schemes and ad hoc incentives provide the right mix to ensure that sustained high performance is recognised andrewarded. Our annual bonusand long-term incentiveplans arealigned throughout the organisation, with eligible employees participating in plans with the same performance metrics as the Executive Directors, supporting line of sight throughout the organisation. We also offer our UK employees the chance to share in our success via our Sharesave Scheme, Partnership ShareScheme and ShareRewardScheme, and operate several similar schemes for employees in our Group companies. Our approach to rewarding Group company employees is discussed further at page 163. Finddetails ofour Directors’ Remuneration Policy onpages 152-165 Equal Pay for Equal Work We have been reporting data relating to UK gender pay gaps since 2017 in accordance with UK statutory requirements. For 2021, we have extended the scope of our voluntary reporting to include, for the first time, genderpay gap data for anadditional eightmarkets, representing approximately 40% of our Group company employees. We have also published ethnicity pay gap data for UK employees for 2021. We recognise that we have a gender pay gap in the UK, which refers to the percentagedifferencebetween the average pay for men and women and is not to be confused with equal pay for equal work. This situation is particular to the UK, which is home to our global headquarters, where at present we have more men than women in senior leadership roles. Gender paydata fromour international markets provides a broaderassessment of our business and demonstrates that pay gaps are negligible or are in favour of women. In addition, we worked with a specialist consultancy in 2021 to conduct a Pay Equity Review on the data across nine countries, including the UK. The consolidated results show men and women are paid within 1% of one another for doing the same work or work of equal value across those countries. This confirms that our global efforts to provide fair compensationbased onlegitimate drivers of pay are working. In early 2022, we gainedindependent accreditation for our Pay Equity Review from Fair Pay Workplace, a non-profit organisation. Certification demonstrates a further commitment to Pay Equity, moving from self-disclosure to demonstrable actions. Findout more,includingour statutory UK gender pay gap data, in our 2021 Diversity and Inclusion Report, available atwww.bat.com/genderpayreport Summary of areas covered Stakeholdergroups Employment Principles \* Employment practices, including commitments todiversity,reasonable working hours, family-friendly policies, employee wellbeing, talent, performance, equal opportunities, and fair, clear and competitive remuneration and benefits andresponsible restructuring. Our People Health and Safety Policy \* Health, safety and welfare of all employees, other members of our workforce andthird-party personnel. Our People Suppliers Customers Standards of Business Conduct (SoBC) \* Topics including respect in the workplace: promoting equality and diversity; preventing harassment and bullying; fair wages and benefits; and supporting work-life balance; as well as human rights, health, safety, welfare and compliance with our Group Data Privacy Procedures. Our People GroupData Privacy Procedure The manner inwhich BAT processes personal data about allindividuals, including consumers, employees, contractors and employees of suppliers. Our People Consumers Suppliers Customers \*These policies and principles are endorsed by our Board, are adopted by all Group companies and support the effective identification, managementand mitigation of risks and issues for our business in these and other areas. Available at bat.com/principles. ![]() 74 BAT Annual Report and Form 20-F 2021 ## for shareholders ## and investors #### By delivering sustainable #### andsuperiorreturns. #### We are confident in our growth outlook and have a proven record of #### performance, whatever the external environment. We aim to deliver: – 3-5% constantcurrency revenue growth over the medium term; – @ #### high-single digit constant currency adjusted EPS growth; – 65% dividend pay-out ratio of long-term earnings; @ – enhance shareholder returns via share repurchase programmes; and – deleverage of the balancesheet @ #### to 2-3x adjusted net debt/ #### adjusted EBITDA @ . ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 75 #### Financial Performance #### Summary Reconciliation of revenue toadjusted revenue atconstant rates 2021 20202019 £m Change% (vs 2020) £m Change % (vs2019) £m Revenue 25,684 -0.4% 25,776 -0.4% 25,877 Adjusting items –––– (50) Adjusted revenue 25,684 -0.4% 25,776 -0.2% 25,827 Impact of exchange 1,877 894 Adjusted revenue at constantrates 27,561 +6.9% 26,670 +3.3% 25,827 #### Non-GAAP Measures In the reporting of financial information, the Group uses certain measures that are not defined by IFRS, the Generally Accepted Accounting Principles (GAAP) under which the Group reports. The Group believes that these additional measures, which are used internally, are useful tousers of thefinancial information in helping them understand the underlying business performance. The principal non-GAAP measures which the Group uses are adjusted revenue, adjusted revenue fromNew Categories, adjusted profit fromoperations, adjusted diluted earnings per share, @ operatingcash flow conversion ratio, and free cash flow (before and after) dividends @ . Adjusting items are significant items in revenue, profitfrom operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding ofthe Group’s underlying financial performance. As an additional measure to indicate the results of the Group before the impact of exchange rates on the Group’s results, the movement in adjusted revenue, revenue from New Categories, adjusted profit from operations, adjusted net financecosts andadjusted diluted earnings per share are all also shown at constant rates of exchange. These non-GAAP measures areexplained, defined and reconciled from the most comparable GAAP metric onpages 304 to 313 and note 2 in the Notes on the Accounts. As reported in 2020, from 2021 adjusted revenue fromthe Strategic Portfolio ceased to be a KPI. #### Revenue In 2021, revenue was £25,684 million (down 0.4%), with 2020 also marginally lower (down 0.4%) than 2019 at £25,776 million. New Categories performed well in both years with revenue up 42.4% in 2021 and 14.9% in 2020. Strong pricing in combustibles drove price/mix of 4.3% in 2021 (2020: 7%), with 2021 lower than 2020 due to negative geographic mixas markets began to recover from COVID-19, an estimated £260 million impact in Australasia (due to a structural change in excise and competitive pricing environment) and the negative impact of the sale of the Group’s operations in Iran, partially offset by an estimated £200 million benefit from trade inventory movements in the U.S. mainly linked to the timing of price increases anduncertainty abouta potential excise increase. Cigarette volume was largely in line with 2020 at 637 billion sticks (2020: 4.6% decline to 638 billion sticks). COVID-19 was a headwind in 2020 of approximately2.5%, largely dueto restrictions in South Africa and a number of other markets across the Group, including the Group’s Global Travel Retail (GTR) business. During 2021, GTR continued to be impacted by the ongoing global travel restrictions. Translational foreign exchange impacted both years, being a headwind of 7.3% in 2021 and 3.5% in 2020, due to the relative strength of sterling, which more than offset the operational performance and led to the decline in both years. Excluding the impact of currency (and excise on bought-in goods which affected 2019), adjusted revenue at constant rates of exchange increased 6.9% (2020: up 3.3%). – New Categories revenue growth and strong pricing in combustibles offset by currency headwinds, with revenue down 0.4%; – Profit from operations was up 2.7%. On an adjusted, constant currency basis, profit from operations grew 5.2%, despite afurther incremental increase in New Category investment; – Diluted EPS up 6.0%. Adjusted diluted EPSup6.6% atconstant rates of exchange; – Deleveraging continued @ to 3.0x @ , driven by strong cash generation; – Dividend per share up 1.0% at 217.8p; and – Share repurchase programme of £2 billion announced for 2022. Revenue (£m) £25,684m -0.4% 2021 -0.4% 2020 -0.4% £25,684m £25,776m Definition: Revenue recognised, net of duty, exciseandother taxes. IFRS-GAAP Non-GAAP KPI • • • Change in adjusted revenue at constant rates (%) +6.9% 2021 +6.9% 2020 +3.3% Definition: Change in revenue before the impact ofadjusting items and the impact of fluctuations in foreign exchange rates. IFRS-GAAP Non-GAAP KPI • • • ![]() BAT Annual Report and Form 20-F 2021 76 #### Financial Performance Summary #### Continued #### Financial Review IFRS-GAAP Non-GAAP KPI • • • IFRS-GAAP Non-GAAP KPI • • • #### Profit From Operations Profit from operations increased 2.7% to£10,234 million, compared to an increaseof 10.5% to £9,962 million in 2020, largely driven by atranslationalforeign exchange headwind due to the relative strength of sterling compared to the Group’s operating currencies, including the US dollar. During 2021, ProjectQuantum (the Group’s restructuring and efficiency programme) delivered savings of £595 million in2021, following £660 million in 2020. Raw materials and other consumables costs decreased 0.9% to £4,542 million in 2021, following a decline of 0.3% to £4,583 million in 2020. In 2021, our raw material costs were negatively impacted by a transactional foreign exchange headwind of 1.7%, offset by savings and translational tailwind (on costs). The decrease in 2020 was mainly due to the end of the contract manufacturing agreement which, due to excise recognition on bought in products under that arrangement,led toan increase (in prior years) in revenue and in raw materialsand other consumables costs. Employeebenefit costs declined 1.0% to £2,717 million (2020: down 14.8% to £2,744 million). The reduction was partly due to translationalforeignexchange, offsetting wage inflation and to operational efficiencies achieved through Quantum. Depreciation, amortisation and impairment costs decreased by£374 million to £1,076 million in 2021 compared to a decrease of £62 million to £1,450 million in 2020. This includes the amortisation and impairment chargesof £306 million (2020: £339 million) largely related to the trademarks and similarintangibles capitalised following recent acquisitions. Also included were goodwill impairment charges of £54 million in Peru and £3 million following the exit from Myanmar (both in 2021) and £197 million (in 2020) in respect of Malaysia, recognised due to the ongoing operationalchallenges in those markets. Other operating expenses declined by £199 million to £7,468 million (2020: decrease of £184 million to £7,667 million). The Group continued toincrementallyincrease the investment behind New Categories, with an increase in 2021 (compared to 2020) of £377 million, itself an increase on 2019 of £346 million, in part funded by the efficiencies delivered by Quantum. Adjusting items included within profit from operations totalled £916million in2021 (2020: £1,403 million). These related to: – trademark amortisationandimpairment (2021: £306 million; 2020: £339 million); – other litigation costs of £80 million (2020: £487 million) which in 2021 was in respect of other litigation costs of £54 million (2020: £87 million) including Engle progeny andthe netcharge from settlements in Turkey and South Korea (£26 million). 2020 also included a £400 million charge largely in respect of developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Minnesota and Mississippi for brands previously sold to athird party; – restructuring and integration costs of £150 million (2020: £408 million) partly related to Quantum which will simplify the business and create a more efficient and agile organisation to support the growth of New Categories; – a credit, in 2021, of £59 million as an accrual related to the Reynolds American dissenting shareholders was released on successful conclusion of that complaint; – a credit, in 2021, of £35 million following the partial buy-out of the pension fund in the U.S.; and – charges in respect of the sale of the Group’s operations in Iran (£358 million) in 2021, largely in respect of the write-off of certain assets and the reclassification, from reserves to the income statement, of foreign exchange. The Group also recognised charges in respect of theimpairment of goodwillof £57 million in 2021 (related to Peru and Myanmar) and £209 million in 2020 (mainly in respect of Malaysia and Twisp) which was partly offset by a credit, in 2020, of £40 million (related to the 2019 charge associated with the excise dispute in Russia). 2020 also included an estimated £145 million in additional supply chain costs to maintain supply as a number of markets experienced temporary disruptiondue to COVID-19,with no material additional costs incurred in 2021. Expenditure onresearch anddevelopment was £304 million in 2021 (2020: £307 million) witha focus on products that could potentially reduce therisk associatedwith smoking conventional cigarettes. Profitfrom operations (£m) £10,234m +2.7% 2021 +2.7% 2020 +10.5% £10,234m £9,962m Definition: Profit for the year before the impact of net finance costs/income, share of post-tax results of associates and joint ventures and taxation on ordinary activities. Change in adjusted profit from operations at constant rates (%) +5.2% 2021+5.2% 2020 +4.8% Definition: Change in profit from operations before the impact of adjusting items, the impact of fluctuations inforeign exchange rates and (in respect of 2021). Analysis of profit from operations, net finance costs and results from associates and joint ventures 2021 2020 Reported £m Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at CC £m Reported £m Adjusting items £m Adjusted £m Profitfrom operations U.S. 5,566 321 5,887 456 6,343 4,975 809 5,784 APME 1,287 430 1,717 116 1,833 1,472 381 1,853 AmSSA 1,496 94 1,590 98 1,688 1,553 65 1,618 ENA 1,885 71 1,956 132 2,088 1,962 148 2,110 Total regions 10,234 916 11,150 802 11,952 9,962 1,403 11,365 Net finance (costs)/income (1,486) 55 (1,431) (89)(1,520) (1,745) 153 (1,592) Associates and joint ventures 415 12 427 29 456 455 (13) 442 Profit before tax 9,163 983 10,146 742 10,888 8,672 1,543 10,215 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 77 IFRS-GAAP Non-GAAP KPI • • • IFRS-GAAP Non-GAAP KPI • • • Adjusted profit fromoperations is the Group’s profit from operations before adjustingitems referredto above. Adjusted profit from operations fell 1.9% to £11,150 million, driven by the foreign exchange headwind. Onaconstant currency basis this would have been an increase of 5.2%. In 2020, adjusted profit from operations grew 2.1% to £11,365million, being an increase of 4.8%onaconstant currency basis. #### Operating Margin Operating margin in 2021 increased by 120 bps to 39.8% largely driven by lower charges in respect of items such as trademarkamortisation, goodwill impairment, litigation and Quantum in 2021 compared to 2020, despite the impact of Iran describedearlier. In 2020, operating margin was 38.6%, an increase of 380 bps as 2019 was impacted by a number of items (including Quebec and Russia) that did not repeat. These are described in note 6 in the Notes on the Accounts. In 2021, adjusted operating margin declined70 bps to 43.4%, compared to a growth of 100 bps in 2020 (to 44.1%). This was driven by the proportionate growth in New Categories revenue (with the Group continuing to invest in those categories), higher revenue in lower margin markets and a transactional foreign exchange headwind of1.7%. #### Net Finance Costs In 2021, net finance costs were £1,486 million, a decrease of £259 million on 2020 which, at £1,745 million, were £143 million higher than 2019. The movement in 2021 was partly due to the impact of the charges incurred in 2020 (in relation to the redemptions and tender offer torepurchase certain bonds undertaken to de-risk the Group’s future financing programme which did not repeat) and a translational foreign exchange tailwind due to the strength of sterling. Also in 2021, the Group issued perpetual hybrid bonds totalling €2 billion, recognised, in line with IAS 32 Financial Instruments , as equity. Interest on such instruments are recognised in reserves rather than as a charge to the income statement in net finance costs. In 2021, in line with IAS 33 Earnings Per Share , £12 million has been recognised as a deduction to EPS similar to non-controlling interest. The increase in 2020 was also driven by a change in mix of borrowings towards the US dollar during the year (as the Group issued bonds totalling US$8.7 billion, €1.7 billion and £0.5 billion). Before adjusting items in respect of interest on a settlement in Turkey in 2021 (£11 million), the Franked Investment Income Group Litigation Order (FIIGLO), as discussed on page 201 (£20 million; 2020: £21 million) and, in 2020, net costs of £142 million in respect of the bond redemption combined with a net credit of £10 million (largely in respect of interest in relation to the Russia excise dispute) and the translation impactof foreign exchange (in both years), adjusted net finance costs were 4.5% lower in 2021 and 5.9% higher in 2020. The Group’s average cost of debt in 2021 was3.5%, compared to 3.6% in 2020. #### Associates and Joint Ventures Associates largely comprised the Group’s shareholding in its Indianassociate, ITC. The Group’s share of post-tax results of associates and joint ventures, included at the pre-tax level under IFRS, decreased from £455 million to £415 million in 2021. This follows a decline in 2020 of 8.6% (from £498 million in 2019), as ITC continued to experience difficult trading conditions, including business disruption due to the impact ofCOVID-19. Included in the results for 2021 and 2020 are adjusting items, which included a gain of £6 million in 2021 (2020: £17 million), arising on the deemed disposal of part of the Group’s shareholding in ITC (due to issuances of ordinary shares under the ITC Employee Share Option Scheme). In 2021, this was more than offset by other charges, including an £18 million charge in 2021 as the Group recognised an impairment in Yemen. In 2020, the Group recognised a £4 million charge being the Group’s share of charges recognised by ITC in respect of the cost of leaf tobacco stocks destroyed in a third- party warehouse fire. Excluding such adjusting items and the impact of translational foreign exchange, the Group’s share of associates and joint ventures on an adjusted, constant currency basis increased 3.3% in 2021, to £456 million. In 2020, this was a decrease of1.2% on 2019. Adjusted operating margin (%) 43.4% 2021 43.4% 2020 44.1% Definition: Adjusted profit from operations asapercentage ofadjusted revenue. Operating margin (%) 39.8% 202139.8% 2020 38.6% Definition: Profit fromoperations asa percentage of revenue. Analysis of profit from operations, net finance costs and results from associates and joint ventures 20202019 Reported £m Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at CC £m Reported £m Adjusting items £m Adjusted £m Profitfrom operations U.S. 4,975 809 5,784 325,816 4,410 626 5,036 APME 1,472 381 1,853 56 1,909 1,753 306 2,059 AmSSA 1,553 65 1,618 178 1,796 1,204 638 1,842 ENA 1,962 148 2,110 30 2,140 1,649 544 2,193 Total regions 9,962 1,403 11,365 296 11,661 9,016 2,11411,130 Net finance (costs)/income (1,745) 153 (1,592) (20) (1,612)(1,602) 80 (1,522) Associates and joint ventures 455 (13) 442 26 468 498 (25) 473 Profit before tax 8,672 1,543 10,215 302 10,517 7,912 2,169 10,081 ![]() BAT Annual Report and Form 20-F 2021 78 #### Financial Review #### Financial Performance Summary #### Continued #### Tax In 2021, the tax charge in the income statementwas £2,189million, compared to £2,108 million in 2020 and £2,063 million in 2019. The effective tax rates in the income statementare thereforea chargeof 23.9% in 2021, 24.3% in 2020 and 26.1% in 2019. These are also affected by the inclusion of adjusting items described earlier and the associates and joint ventures’ post- tax profit in the Group’s pre-tax results. Excluding these items, the underlying tax rate for subsidiaries was 24.7% in 2021, 24.9% in 2020 and 26.0% in 2019. The decrease in underlying tax rate in 2021 largely reflects the prior and current year tax reclaims in Brazil together with mix of profits. See the section Non-GAAP measures on page 309 for the computation of underlying tax rates for the periods presented. Tax strategy The Group’s global tax strategy is reviewed regularly by the Board. The operation of the strategy is managed by the Finance and Transformation Director and Group Head of Tax with the Group’s tax position reported to the Audit Committee on a regular basis. The Board considers tax risks that may arise as a result ofour business operations. In summary, the strategy includes: – complying withall applicable laws and regulations in countries in which we operate; – being open andtransparentwith tax authorities and operating to build mature professional relationships; – supporting the business strategy of the Group byundertaking efficient management of our tax affairs in line with the Group’s commercial activity; – transacting onan arm’s-length basis for exchanges of goods and services between companies within the Group; and – engagingin pro-active discussions with tax authorities on occasions of differing legal interpretation. Where resolution is not possible, tax disputes may proceed to litigation. The Group seeks to establish strong technical taxpositions. Where legislative uncertainty exists, resulting in differing interpretations, the Group seeks to establish that its position would be more likely than not to prevail. Transactionsbetween Groupsubsidiaries are conducted on arm’s-length terms in accordance with appropriatetransfer pricing rules and OECD principles. The tax strategy outlined above is applicable toall Group companies, including the UK Group companies. Reference to tax authorities includes HMRC. The publication of this strategy is considered to constitute compliance with the duty under paragraph16(2) Schedule 19 Part 2 of the UKFinance Act 2016. The taxation on ordinary activities was a charge of £2.2 billion in 2021, £2.1 billion in 2020 and £2.1 billion in 2019. Corporation Tax paid (due to the timing of Corporation Tax instalment paymentswhich straddle different financial years) was£2.3 billion in 2021, £2.1 billion in 2020 and £2.2 billion in 2019. Our tax footprint extends beyond Corporation Tax, including significant payment ofemployment taxesand other indirect taxes including customs and import duties. The Groupalso collects taxes onbehalf ofgovernments(including tobacco excise, employee taxes, VAT and other sales taxes). The total tax paid in 2021 of £40.5 billion (2020: £41.1 billion, 2019: £41.4 billion) therefore consists of bothtaxes borne and taxes collected as shown in the table provided. In addition to the major taxes, there are ahost of other taxes the Group bears and collects such as transport taxes, energy and environmental taxes, andbanking andinsurancetaxes. The movements in deferred tax, taken through othercomprehensive income, mainlyrelate to the change in the valuation ofretirement benefits in the year, as disclosed in note16 in the Notes on the Accounts. Major taxes paid 2021 £bn 2020 £bn Tobacco excise (collected) 31.6 32.2 Net VAT and other sales taxes (collected) 5.6 5.8 Corporation Tax (borne) 2.3 2.1 Customsand import duties (borne) 0.3 0.3 Taxes paid by employees (collected) 0.5 0.5 Employment taxes (borne) 0.2 0.2 40.5 41.1 Major taxes paid 2021 (£bn) £40.5bn Deferred tax asset/(liability) 2021 £m 2020 £m 2019 £m Opening balance (15,780) (16,626) (17,432) Differenceon exchange (148) 506 680 Changes intax rates 158 133 47 Other credits/(charges) tothe income statement 29 184 (55) Other (charges)/creditsto other comprehensiveincome (110) 23 138 Other movements –– (4) Closingbalance (15,851) (15,780) (16,626) ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 79 IFRS-GAAP Non-GAAP KPI • • • #### Earnings Per Share Profit for the year was £6,974 million, a 6.2% increase compared to £6,564 million in 2020 (itself an increase of 12.2% on 2019). While the Group was impacted by foreign exchangeheadwinds, a good operationalperformance in bothyears was enhanced by efficiencies realised through Quantum and from a lower effective tax rate. Both 2021 and 2020 were impacted by a number of charges as described earlier with the improvement in profit for the year in 2020 (compared to 2019) also due to charges in relation to Quebec and Russia in 2019. Consequently, andafteraccountingfor the movement in non-controlling interests in the year, basic earnings per share were 6.0% higher at 296.9p (2020: 280.0p; 2019: 249.7p). After accounting for the dilutive effect ofemployee share schemes, diluted earnings per share were 295.6p, 6.0% higher than 2020 (2020: 278.9p; 2019: 249.0p). Earnings per share are impacted by the adjusting items discussed earlier. Adjusted diluted EPS, as calculated in note 11 in the Notes on the Accounts, was down against the prior year by 0.8% at 329.0p, with2020 ahead of 2019 by 2.4% at 331.7p. Adjusted diluted EPS at constant rates would have been 6.6% ahead of 2020 at 353.5p, with 2020 up 5.5% against 2019. #### Dividends The Group pays its dividends to shareholders over four quarterly interim dividends. Quarterlydividends provide shareholders with a more regular flow of dividend income and allow the Company to spread itssubstantial dividend payments more evenly over the year, aligning better with the cash flow generation of the Group and so enable the Company to fund the payments more efficiently. The Board seeks torewardshareholders withan increase in dividend, by reference to 65% of adjusted diluted EPS over the mid to long term. The Boardhas declared aninterim dividend of 217.8p per ordinary share of 25p, payable in fourequal quarterly instalmentsof 54.45p per ordinary share in May 2022, August 2022, November 2022and February 2023. This represents an increase of 1.0% on 2020 (2020: 215.6p per share, up 2.5%) and a payout ratio, on 2021 adjusted diluted earnings per share, of 66.2% (2020: 65.0%). The quarterly dividends will be paid to shareholders registered on either the UK main register or the South Africa branch register and to ADS holders, each on the applicable record dates. Under IFRS, the dividend is recognised in the yearthat it is approved byshareholders or, if declared as an interim dividend by Directors, in the period that it is paid. The cash flow, prepared in accordance with IFRS, reflects the total cash paid in the period. Further details ofthe total amounts of dividends paid in 2021 and 2020 (with 2019 comparatives) are given in note 22 in the Notes on the Accounts. Dividends are declared and payablein sterlingexcept for those shareholders on the branch register in South Africa, where dividends are payable in rand. The equivalent dividends receivable by holders of ADSs in US dollars are calculated based on the exchange rate on the applicable paymentdate. Further details of the quarterly dividends and key dates are set out under‘Shareholder information’ on pages354 and 355. IFRS-GAAP Non-GAAP KPI • • • Change in adjusted diluted EPS at constant rates (%) +6.6% 2021 +6.6% 2020 +5.5% Definition: Change in diluted earnings per share before the impact of adjusting items and the impact offluctuations in foreignexchangerates. IFRS-GAAP Non-GAAP KPI • • • Change in adjusted diluted EPS (%) -0.8% 2021-0.8% 2020 +2.4% Definition: Change in diluted earnings per share beforethe impact of adjusting items. Dilutedearningsper share(EPS) (p) 295.6p +6.0% 2021 +6.0% 2020 +12.0% 278.9p Definition: Profit attributable to owners of BAT p.l.c. over weighted averagenumber of shares outstanding, including the effects of all dilutive potentialordinary shares. The discussion of 2019 results that are not necessary to an understanding of the Group’s financial condition, changes in financial condition and results of operations is excluded from this Financial Review in accordance with applicable US Securities laws. Discussion ofsuch 2019 metrics is contained in the Group’s Annual Report on Form 20-F 2020, which is available at bat.com/annualreport and has been filed with the SEC. Information contained inpages 34 to 42, pages 65 to the first column on page 72 and from the heading ‘Retirement benefit schemes’ on page 72 to page 73 of the Annual Report on Form 20-F 2020 are accordingly incorporated byreference into this Annual Report on Form 20-F 2021 only to the extent such information pertains to the Group’s financial condition and results of operations for the fiscal year ended 31 December 2019. 295.6p ![]() BAT Annual Report and Form 20-F 2021 80 #### Treasury and Cash Flow #### Financial Review Treasury, Liquidity and #### Capital Structure The Treasury Function is responsible for raising finance for the Group and managing the Group’s cash resources and the financialrisks arisingfrom underlying operations. Clear parametershave been established, including levels of authority, on the type and use of financial instruments to manage the financial risks facing the Group. Such instruments are only used if they relate to an underlying exposure; speculative transactions are expressly forbiddenunder the Group’streasury policy. All these activities are carried out under defined policies, proceduresand limits, reviewed and approved by the Board, delegating oversight to the Finance and Transformation Director and Treasury Function. See note 26 inthe Notes on the Accountsforfurther detail. It is the policy of the Group to maximise financial flexibility and minimise refinancing risk by issuing debt with a range of maturities, generallymatching the projected cash flows of the Group and obtaining this financing from a wide range of sources. The Group targets an average centrally managed debt maturity of at least five years of which no more than 20% matures in a single rolling year. As at 31 December 2021, the average centrallymanaged debt maturity was 10.1 years (2020: 9.9 years) with the highest proportion maturing in a single rolling 12-month period was 18.6% (2020: 16.4%). In order to manage its interest rate risk, the Group maintains both floating rate and fixed rate debt. The Groupsets targets (within overall guidelines) for the desired ratio of floating to fixed rate debt on a net basis (at least 50% fixed on a net basis in the short to medium term). At 31 December 2021, the relevant ratio of floating to fixed rate borrowings was 10:90 (2020: 7:93). As part of the management of liquidity, funding and interest rate risk, the Group regularly evaluates market conditions and may enter into transactions, from time totime, to repurchase outstanding debt, pursuant to open market purchases, tender offers or other means. The Group continues to maintain investment-grade credit ratings\*, with ratings from Moody’s/S&P at Baa2 (stable outlook)/BBB+ (stable outlook), @ respectively, with a medium-term rating targetof Baa1/BBB+. @ The strength of theratingshas underpinned debt issuance and the Group is confident of its ability to successfully access the debt capital markets. \*A credit rating is not a recommendation to buy, sell or hold securities. A credit ratingmay be subject to withdrawal or revision at any time. Each rating should be evaluated separately ofany other rating. As at 31 December 2021, the Group’s floating rate borrowings have no exposure in relation to IBOR reform as its floating rate bond of US$750 million is due to mature in August 2022 before the USD LIBOR ceases. Additionally, the Group has hedging instruments that are indexed to sterling LIBOR interest rates. The Group signed up to the ISDA 2020 IBOR Fallback Protocol as published by the International Swaps and Derivative Association Inc., ensuring that appropriate fallback rates willapply in relation to derivatives that are impacted by LIBOR cessation and therefore certainty on the basis of the further cash flows. The hedge relationship on these derivatives will continue with the resulting ineffectiveness likely tobe immaterial. Available facilities The Group maintains a £25 billion Euro Medium Term Note (EMTN) programme, and US (US$4 billion) and European (£3 billion) commercial paper programmes to accommodate the liquidity needs of the Group. At 31 December 2021, there was £269millioncommercialpaper outstanding (2020: nil outstanding). Cashflows relating to commercial paper that have maturity periods of three months or less are presented on a net basis in the Group’s cashflow statement. The Group’s main bank facility is a syndicated £5.85 billion committed revolving credit facility. This facility was undrawn at 31 December 2021 (31 December 2020: undrawn). In 2021, the Group exercised the first of the one-year extension options on both tranches of the revolving credit facility, with the second one-year extension subsequently exercised in February 2022. Effective March 2022, therefore, the £2.85 billion 364-day tranche will be extended to March 2023 at the reduced amount of £2.7 billion and £2.5 billion of the five-year tranche will be extended from March 2026 to March 2027 (with £3.0 billion of this tranche remaining available until March 2025 and £2.85 billion remaining available from March 2025 to March 2026). During 2021, the Group extended short-term bilateral facilities totalling £2.5 billion until March or April 2022, some with extension options to extend for further periods. As at 31 December 2021, £500 million was drawn on a short-term basis. Of such short-term bilateral facilities, in December 2021, the Group amended and extended a total of £500 million until December 2022 andsubsequent toyear end, the Group amended andextended a further £500 million until January 2023 and effectiveApril 2022,an additional £350 million was agreed to be extended until October 2022 and £500 million until April 2023. Cashflows relating to bilateral facilities that have maturity periods of three months or less are presented on a net basis in the Group’s cashflow statement. In July 2019, the Group filed a shelf registration statement on Form F-3 with the SEC pursuant to which B.A.T Capital Corporation and B.A.T. International Finance p.l.c. mayissue debt securities guaranteed by certain members of the Group from time to time. This forms part of the Group’s strategy to ensure flexible and agile access tocapital markets and theregistration statementis initially valid forthreeyears. Use of facilities These facilities ensure that the Group has access to funding to supplement the cash available or generated by the business in the period to meet the operational (including working capital) andgeneral corporate requirements including, but not limited to, the timing of payments in relation to: – dividends (2021: £4.9 billion; 2020: £4.8 billion); – capital expenditure (2021: £0.6 billion; 2020: £0.6 billion); – MSA in the U.S. (2021: £2.7 billion; 2020: £2.2 billion); – refinancing obligations; – share repurchase programme, as announced for 2022 (£2 billion); and – other corporate activity such as litigation or acquisitions as relevant. Management believes thatthe Group has sufficient working capital for present requirements, taking into account the amounts of undrawn borrowing facilities andlevels of cash and cash equivalents, andthe ongoing ability to generate cash. Issuance, drawdownsand repayment inthe period In 2021, the Group repaid: – €650 million, £500 million, €1.1 billion, CHF400 million and €500 million bonds at maturity; and – the £1,929 million term loan that had amaturity date in January 2022. Also in 2021, the Group issued perpetual hybrid bonds totalling €2 billion. The issuance allowed the Group to raise incrementaleuro-denominated securities, which contributed to a more efficient alignment of the Group’s earnings currency. It also contributes to the diversification of the Group’s sources of funding and further strengthensits capital structure. The issuance provided the additional benefit of supporting the deleveraging ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 81 @ Denotes phrase,paragraph orsimilar that does notform part of BAT's Annual Report on Form 20-F as filed with the SEC. journey with the addition of a small benefit to the credit metrics. During 2020, in light of the uncertainty and volatility in the external markets, the Group has de-risked future financing requirements by accessing thedebt capitalmarkets, raising a total of US$8.7 billion in the US market, and €1.7 billion and £0.5 billion in the European market (in aggregate £8.9 billion). Also in 2020 as part of the de-risking programme, the Grouprepurchased and redeemed £3.1 billion of debt maturing in 2021 and 2022, reducing the ‘tower’ of debt due for repayment in 2022. #### Cash Flow Net cash generated from operatingactivities Net cash generated from operating activities decreased by 0.7% to £9,717 million in 2021, compared to an increase of £790 million to£9,786 million in 2020. 2021 was negatively impacted by a translational foreign exchange headwind and the timing of MSA payments in the U.S. and higher tax payments (mainly in Canada and the U.S.). These were largely offsetby favourablemovement in inventories (as stock builds in Australia in 2020 did not repeat), and lower payments in respect of litigation (2021: £248 million; 2020: £464 million). 2020 included the payment of the settlement agreed in 2019 in respect of the excise dispute in Russia (£205 million), US litigation (including £169 million in respect of the Florida judgment described earlier). 2020was also impacted by workingcapital movements driven by COVID-19 of £131 million. Net cash used in investing activities In 2021, net cash used in investing activities increased to £1,140 million (2020: £783 million), largely due to a net outflow of £228 million from short-term investment products, including treasury bills (2020: £159 million net outflow), the disposal of the Group’s operations in Iran (£98 million) and the purchase of the equity stake in Organigram. Purchases of property, plant andequipment were largely in line with 2020, at £527million (2020: £511 million). In 2021, the Group invested £664 million, in gross capital expenditure, an increase of 2.5% on the prior year (2020: £648 million). This includes purchases of property, plant and equipmentand certain intangibles, and the investment in the Group’s global operational infrastructure (including, but not limited to, the manufacturing network, trade marketingsoftware and IT systems and the expansion of our New Categories portfolio). The Group expects gross capital expenditure in 2022 of £750 million. Net cash used in financing activities Net cash used in financing activities was an outflow of £8,749 million in 2021 (2020: £7,897 million outflow), with the outflow in each year largely driven by: – dividend payments (2021: £4,904 million, up 3.4%; 2020: £4,745 million, up 3.2%, with the growth in both years driven by the higher dividend per share); and – the net repayment of borrowings (2021: £3,865 million; 2020: £807 million) partly offset by the issuance of the hybrid bonds (£1,685 million in 2021). In 2021, interest paid declined 14.9% to £1,479 million (2020: £1,737million), with the movements largely driven by charges in relation to the refinancing programme in2020 that did not repeat. In 2021, the Group repaid borrowings of £4.8 billion and issued £1.0 billion of new borrowings, while the Group issued perpetual hybrid bonds totalling €2 billion (£1.7 billion). The Group repaid borrowings of £10.6 billion in 2020, including £3.1 billion as part of the Group’s liquidity management strategy to de-risk future financing, largely offset by new borrowings of £9.8 billion. Please refer to note 26 in the Notes ontheAccounts for further details. Free cash flow (before and after dividends paid toshareholders) @ Free cash flow (before dividends paid to shareholders),as defined on page311, was £7,447 million, up 2.1% on the prior year (2020: up 11.9% to £7,295 million; 2019: £6,519 million). The increase in 2021 was largely due to the lower outflows related to adjusting items (2021: £501 million; 2020: £732 million), lower interest paid in the year (down £258 million to £1,479 million, due to the impact of the refinancing programme undertaken in 2020),which more than offset the movement in net cash generated from operations described above. Net capital expenditure was marginally higher (2021:£632 million; 2020: £605 million). After payment of dividends toshareholders, free cash flow was £2,543 million (2020: £2,550 million; 2019: £1,921 million). @ Cashflowconversion The conversion of profit from operations tonet cash generatedfrom operating activities may indicate the Group’s ability to generate cash from the profits earned. Based upon net cash generated from operating activities, the Group’s conversion rate was 95% compared to 98% in 2020, which was largely in line with 2019. @ Operating cash flow conversion ratio (based upon adjusted profit from operations) was in line with 2020 at 104% (2020: 103%), itself an increase on 2019 (97%). The performance in 2021 was partly due to the positive impact of the Australia stock build in 2020 not repeating. See page 310 forfurther information on thismeasure. @ Restricted cash Cash and cash equivalents include restricted amounts of £1,024 million (2020: £878 million) due to subsidiaries in CCAA protection (as described in note 32 in the Notes on the Accounts), as well as £305 million (2020: £455 million) principally due to exchange control restrictions, including amounts of £92 million (2020: £141 million) where the underlying restrictions are expected to be short-term in nature. Summary cash flow 2021 £m 2020 £m 2019 £m Cash generated from operations 11,678 11,567 10,948 Dividends receivedfromassociates 353 351 252 Taxpaid (2,314) (2,132) (2,204) Net cash generatedfrom operating activities 9,717 9,786 8,996 Net cash used in investing activities (1,140) (783) (639) Net cash used in financing activities (8,749) (7,897) (8,593) Differences onexchange (253) (253) (57) (Decrease)/increase in net cash and cash equivalents (425) 853 (293) ![]() BAT Annual Report and Form 20-F 2021 82 #### Financial Review #### Other #### Borrowings and Net Debt Total borrowings (which includes lease liabilities) declined to £39,658 million in 2021 (2020: £43,968 million) largely due to the refinancingundertaken in 2021 (with the €2 billion perpetual hybrid bonds issued in the year recognised as equity) and the net repayment of borrowings in the year (partly due to the cash flow generated by the business in the period). The value of borrowings is also impacted by the relative movementof sterling against other currencies, particularly the US dollar and the euro. In 2021, this was a tailwind of £409 million compared to a tailwind of £219 million in 2020. Total borrowings includes £754 million (31 December 2020: £790 million) in respect of the purchase price adjustments related to the acquisition of Reynolds American Inc. As discussed on page 80, the Group remains confident about itsability toaccess the debtcapital markets successfully and reviews its options onacontinuing basis. Net debt is a non-GAAP measure and is defined as total borrowings (including related derivatives and lease liabilities) less cash and cash equivalents and current investments held atfair value. Net debt, at 31 December 2021, was £36,302million (2020: £40,241million; 2019: £42,574 million), with the movement in net debt largely due to the net repaymentof borrowings (partly enabled by the issuance of perpetual hybrid bonds) anda foreignexchange headwind of £124 million, primarily due to the movement of the US dollar against sterling (2020: £69 million tailwind). @ The movement in net debt alsoincludes the free cash flow before dividends earned in the year (2021: £7,447 million; 2020: £7,295 million) as described on page 81. This is partly offset by dividends paid to owners of the parent of £4,904 million (2020: £4,745 million). @ #### Adjusted Net Debt #### toAdjustedEBITDA @ The Group uses adjusted net debt to adjusted EBITDA, as defined on page 312, to assess its level of adjusted net debt in comparison to the earnings generated by the Group. Thisis deemed bymanagement to reflect the Group’s ability to service and repayborrowings. In 2021, the ratio of adjusted net debt to adjusted EBITDA was 3.0 times, representing animprovement from3.3 times at the end of 2020, itself an improvement from 3.5 times at the end of 2019. The Group’s adjusted net debt to adjusted EBITDA ratio is subject to the fluctuations in the foreign exchange market by virtue of the Group’s foreign currency denominated earnings and the exposure of the debt portfolio to, predominantly, the US dollar. In 2021, due to the relative movement in sterling, the sterling value of adjusted net debt increased by £477 million. Excluding the impact of foreign exchange on the Group’s reported results, adjusted net debt to adjusted EBITDA declined 0.5 times in 2021 (2020: down 0.3 times). Refer to page 312 for a full reconciliation from borrowings to adjusted net debt, profit for the year to adjusted EBITDA and the ratio of adjusted net debt to adjusted EBITDA, at both current and constant rates of exchange. @ #### Return on Capital Employed #### (ROCE) @ The Group’s ROCE, calculated in accordance with our reported numbers, was 8.4% (2020: 8.2%) with the movement in 2021 largely due to the higher profit from operations. On an adjusted basis, as defined on page 313, including dividends from associates and joint ventures (as a proxy to a return in the period, given the inclusion of the investment in associates and joint ventures in the Group’s calculation ofcapital employed), adjusted ROCE grew from 9.0% in 2019 to 9.6% in 2020, and declined to 9.4% in 2021. This was due to the movement in adjustedprofit from operations in the year andtranslational foreign exchange described earlier. @ #### Retirement Benefit Schemes The Group’s subsidiary undertakings operatedefined benefit schemes, includingpension and post-retirement healthcare schemes, and defined contribution schemes. The most significant arrangements are inthe U.S., UK, Canada, Germany,Switzerland andthe Netherlands. Together, schemes in these territories account for over 90% of the total underlying obligations of the Group’s defined benefit arrangements andover 70% of the defined benefit net costschargedtoadjusted profit from operations. Benefits provided through defined contributionschemes are charged as an expense as payments fall due. The liabilities arising in respect of defined benefit schemes aredetermined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method. It is Group policy that all schemes are formally valued at least every three years. Contributions to the defined benefit schemes aredetermined after consultationwith the respective trustees and actuaries of the individual externally funded schemes, taking intoaccount regulatory environments. The presenttotalvalue of funded scheme liabilities as at 31 December 2021 was £10,084 million (2020: £12,223 million),while unfunded scheme liabilities amounted to £1,037 million (2020: £1,147 million). The schemes’ assets decreased to £10,816 million from £12,576 million in 2020, itself an increase from £11,860 million in 2019. The overall net liability for allpension and healthcare schemes in Groupsubsidiaries amounted to £321 million at the end of 2021, compared to £810 million at the end of 2020. In addition, during 2021, the risk profiles and values of amounts relating to retirement benefit arrangementswere impacted by a partial buy-out in the U.S. and through buy-ins in the UK and Canada. Please refer to note 15 in the Notes on the Accounts for further details. #### Litigation and Settlements As discussed in note 31 in the Notes on the Accounts, various legalproceedings or claims are pending or maybeinstituted against the Group. Reconciliation of total borrowings to adjusted net debt @ 2021 £m 2020 £m 2019 £m Total borrowings (including lease liabilities) 39,658 43,968 45,366 Derivatives in respect of net debt: – assets (273) (518) (527) – liabilities 182 172 384 Cash and cash equivalents (2,809) (3,139) (2,526) Current investments held at fair value (456) (242) (123) Net debt 36,302 40,241 42,574 Purchase price adjustment (PPA) to Reynolds American Inc. debt (754) (790) (848) Adjusted netdebt 35,548 39,451 41,726 @ Denotes phrase,paragraph orsimilar that does notform part of BAT's Annual Report on Form 20-F as filed with the SEC. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 83 #### Government Activity The marketing, sale, taxation and use of tobacco products have been subject to substantial regulationby government and healthofficials formany years. For information about the risks related to regulation, seepage94 and pages 325to 334. #### Off-balance Sheet Arrangements #### and Contractual Obligations Exceptfor certain indemnities, the Group has no significant off-balance sheet arrangements other thanin respect of leaf purchase obligations.The Group has contractual obligations to make future payments ondebt guarantees. In the normal course of business, it enters into contractualarrangements where the Group commits to future purchases of goods and services from unaffiliated and related parties. See page 314 for a summary of the contractual obligations asat31 December 2021. #### Accounting Policies The application of the accounting standards and the accounting policies adopted by the Group are set out in the Group Manual of Accounting Policies and Procedures (GMAPP). GMAPP includes the Group instructions in respect of the accounting and reporting of business activities, such as revenue recognition, assetvaluations and impairment testing, adjusting items, the accrual ofobligationsand the appraisal of contingent liabilities, whichinclude taxes and litigation. Formal processes are in placewhereby central management and end-market managementconfirm adherence to the principles and the procedures and to the completeness of reporting. Central analyses and revision of information are also performed to ensure and confirmadherence. In order to prepare the Group’s consolidated financial information in accordance with IFRS, management has used estimates and assumptions that affect the reported amounts of revenue, expenses and assets, and thedisclosure ofcontingent liabilities, at the date of the financial statements. The critical accounting estimates are described in note 1 in the Notes on the Accountsand include: – review of asset values, including goodwillandimpairment testing; – estimation and accounting for retirementbenefit costs; and – estimation of provisions, including as related to taxation and legal matters. The critical accounting judgementsare described in note 1 in the Notes on the Accountsand include: – identification and quantification of adjusting items; – determination as to whether to recognise provisions and the exposures to contingent liabilities related to pending litigationor otheroutstanding claims; – determination as to whether control (subsidiaries), joint control (joint arrangements), or significantinfluence (associates) exist in relation to investments held by the Group; – review of applicable exchange rates for transactions withand translation of entities in territories where there are restrictions on the free access to foreign currency ormultiple exchange rates; and – the determination as to whether perpetual hybrid bonds should be classified as equity instead of borrowings. #### Foreign Exchange Rates The principal exchange rates used to convert the results of the Group’s foreign operations to sterling, for the purposes of inclusion and consolidation within the Group’s financial statements, are indicated in the table below. Where the Group has provided results at constant rates of exchange, this refers to the translation of the results from the foreign operations at rates of exchange prevailing in the prior period – thereby eliminating the potentially distorting impact of the movement in foreign exchange on the reported results. #### Going Concern A description of the Group’s business activities, its financial position, cash flows, liquidity position, facilities and borrowings position, together with the factors likely toaffect its future development, performance and position, are set out in this Annual Report and Form20-F. The keyGroup risks include analyses of financial risk andthe Group’s approach tofinancial riskmanagement. Notes 23 and 26 in the Notes on the Accounts provide further detail on the Group’s borrowings andmanagementof financial risks. The Group has, at the date of this report, sufficient existing financing available for its estimated requirements for at least the next 12 months and beyond in respect of general corporate purposes. Thisincludes the payments arising in respect of the Master SettlementAgreementdue in the U.S. in 2022 and other known liabilities or future payments (including interim dividends),as theyfall due. Actions undertaken during2021 and 2020 to de-risk future funding requirements, as previously described, providefurther assurance with regards to the Group’s financial viability. During 2021 and 2020, COVID-19 has demonstrated the Group’s ability to navigatethe uncertainties arising through operational,economic and societal volatility. Such challenges have been metthrough the Group’s geographic diversity and ability to flex operations. This, together with the ability to generate cash from trading activities, the performance of the Group’s Strategic Portfolio and its leading market positions in a number of countries, as well as numerouscontractswith established customers andsuppliers acrossdifferent geographical areasand industries, provides the Directors with the confidence that the Group is well placed to manage its business risks successfully in the context of current financial conditions and thegeneral outlook in the global economy. After reviewing the Group’sannual budget, plans and financingarrangements, the Directors consider that the Group has adequateresources to continue operating and thatit is therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report andForm20-F. Foreign exchange rates Average Closing 2021 20202019 2021 20202019 Australian dollar 1.832 1.862 1.836 1.863 1.771 1.885 Brazilianreal 7.421 6.616 5.035 7.544 7.100 5.329 Canadian dollar 1.724 1.720 1.694 1.711 1.741 1.718 Euro 1.164 1.1251.140 1.191 1.1171.180 Indian rupee 101.702 95.097 89.898 100.684 99.880 94.558 Japanese yen 151.124 137.017 139.234 155.972 141.131143.967 Russian rouble 101.388 92.844 82.623 101.592 101.106 82.282 South Africanrand 20.335 21.099 18.437 21.617 20.079 18.525 US dollar 1.376 1.284 1.277 1.354 1.367 1.325 ![]() BAT Annual Report and Form 20-F 2021 84 #### Regional Review U.S. #### United States #### Revenue and Profit #### fromOperations In 2021, reported revenue grew 1.9%to £11,691 million, with 2020 up 10.6% to £11,473 million. Excluding the impact of translational foreign exchange, this was an increase of 9.2% in 2021 (2020: up 11.2%). This was driven, in both years, by pricing (supported by our Revenue Growth Management (RGM)capabilities) incigarettes, Vapour and Traditional Oral and the continued growth in vapour volume. 2021 also benefited (by an estimated £200 million) from trade inventory movements mainly linked to the timing of price increases and uncertainty about a potential excise increase. This was offset by a decline in combustible volume (lapping a strong comparator period). 2020 volume was positively impacted by resilient consumer demand resulting from the increase in fiscal stimulus, lower gas prices and an extra selling day combined with higher supply chain inventories. Reported profit fromoperations increased 11.9% to £5,566 million in 2021 (2020: up 12.8% to £4,975 million). This was driven by the higher revenue (in both years), lower losses from Vuse in 2021, initiatives including marketing spend effectiveness and the benefit from trade inventory movements. This was also driven by lower adjusting items in 2021, related to the ongoing efficiency programmes (Quantum), credits related to the partial buy-out of the pension fund (£35 million) and the finalisation of thedissenting shareholderslitigation (£59 million). These were lower than in 2020, which included a £400 million charge related to payment obligations under the state settlement agreements with Florida, Texas,Minnesota and Mississippifor brands previously sold to a third party. Excluding the adjusting items and the impact of a translational foreign exchange headwind, adjusted profit from operations increased by 9.7% (2020: 15.5%) onaconstant currency basis. #### New Categories In 2021, Vuse performed well, gaining significant vapour valueshare and approachingvalue leadership, up 760 bps to 32.5% from 24.9% in 2020 and 16.6% in 2019. Volume 2021 units vs 2020 % 2020 units vs 2019 % 2019 units Cigarettes (bn sticks) 70 -5.0% 73 +0.5% 73 Other (bn sticks eq)\* ––– –– Combustibles (bnsticks) 70 -5.0% 73 +0.5% 73 New Categories: Vapour (mn 10ml/pods) 291 +66.7% 174 +69.7% 103 THP (bn sticks) –– ––– Modern Oral (mnpouches) 602 +272% 162 +45.0% 112 Traditional Oral(bn stickseq) 7 -5.1% 8 -1.3% 8 \* Otherincludes MYO/RYO. Revenue 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Combustibles 10,015 +0.9% +8.1% 9,926 +9.3% +9.9% New Categories: Vapour 561 +46.4% +56.9% 383 +85.1%+86.1% THP 1 -21.8% -16.2% 1 +0.0% +0.5% Modern Oral 2 -81.5% -80.1% 10 +13.5%+14.1% Total New Categories 564 +43.0% +53.3% 394 +81.9% +82.9% Traditional Oral 1,077 -4.3% +2.6% 1,126 +7.0%+7.6% Other 35 +26.9% +36.0% 27 +4.6% +5.1% Revenue 11,691 +1.9% +9.2% 11,473 +10.6% +11.2% Profitfrom operations/Operating margin 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Profit from operations 5,566 +11.9% +9.7% 4,975 +12.8%+15.5% Operating margin (%) 47.6% +420 bps +20bps 43.4% +90bps +190bps With Vuse approachingvalue leadership and strong pricing, we are delivering value across our portfolio Guy Meldrum President and CEO (ReynoldsAmerican Inc.) KeyMarkets Our products are available in all regions ofthe U.S. Revenue bycategory #### +60 bps 7 Cigarette value share change Owned manufacturing (incR&D) sites 4,405 Number of employees Combustibles New Categories Traditional Oral Other ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 85 #### Delivering on our #### New Categories The U.S. business continues its acceleratedjourney towardsA Better Tomorrow™, delivering a year of outstanding results in New Categories. That success was mainly driven by Vuse, whose market share (by value) was up 760 bps vs 2020, despite an increasingly competitive environment, and is approachingnational marketleadership. This was balanced with continued investment and quick learning with Velo in the fast-growing Modern Oral category. Vuse’s exceptional performance is underpinned by a relentless focus on consumer acquisition and a unique device customisation platform, ‘Vuse by U’, a leading innovation for adult consumers seeking personal expression. Vuse’s adult consumer-centred platform is focused on driving conversion and retention with an expansive portfolio spanning three flavours, across three nicotine levels and three pod pack formats with the introduction of Single &Quad Pods. Vapour consumable volume increased 67% (2020: up 70%), with revenue increasing 46.4% to £561 million (2020: up 85.1% to £383 million). This was a growth of 56.9% (2020: 86.1% increase), at constant rates of exchange, with pricing on consumables in the second half of 2021 offsetting the roll- over impact of the negative mix from the successful launch of the quad-pack in 2020. The Altovariant now represents over90% of Vuse revenues in the U.S., up from 83% in 2020 and 50% in 2019. Industry vapour volumes were up 21.2% in 2021, following a decline of 13.1% in 2020 as the industry recovered from the effects of the EVALI crisis (in 2019) and implementation of the flavour regulations in early 2020. In October 2021, Vuse Solo received the first marketing authorisation from the U.S. FDA as discussed below. We remain confident in the quality of the applications submitted for the rest of our New Category products, which are supported by scientific evidence that the continued marketing of our Vuse and Velo products isappropriate forthe protection of publichealth. In Modern Oral, volume increased by over 270% (2020: 45% higher) with volume share up 410 bps in 2021. Revenue declined 81.5% (2020: up 13.5%). The performance in 2021 was driven by promotional pricing and the national roll-out of the Velo-branded nicotine pouch products (available in over 110,000 stores), that were acquired in October 2020 from Dryft Sciences, LLC (Dryft). While growing year-on-year, driven by distribution expansion, the Modern Oral segment remains small, representing only 1.6% of totalnicotine value share. #### Combustibles Combustibles revenuewas 0.9%higher in 2021 at £10,015 million (2020: up 9.3% to £9,926 million). However, excluding a translationalforeignexchangeheadwind in both years, this was an increase of 8.1% (2020: 9.9% higher) at constant rates of exchange. The growth was driven by strong pricing(with four price increases announced in both 2021 and 2020, supported by our RGM capabilities) which more than offset a decline in volume of 5.0% to 70 billion sticks in 2021 (2020: 73 billion sticks; 0.5% increase). In 2021, the Group benefitedfrom tradeinventory movements (mainly linked to the timing of price increases anduncertainty abouta potential excise increase) which are expected to unwind in 2022. Excluding this, volume would have been down 7.0%. Industry volume was down 6.5%, driven by rising gas prices and the partial unwinding of last year’s additional supply chain inventoriesand strongerconsumptiontrends. Value share of cigarettes increased 60 bps (2020: up 45 bps), driven by our strategic brands (up 80 bps) including Newport and Natural AmericanSpirit. Total volume share declined 40 bps (2020: 10 bps increase) as we focused on value generation from combustibles in 2021. The strategic portfolio performed well, partly due to Lucky Strike which was reintroduced in the final quarter of 2020 and reached 1% national volume share in the first year post launch. On 29 April 2021, the FDA announced it is setting into motion the process of advancing two tobaccoproduct standardsregarding menthol in cigarettes and all flavoured cigars. The Group’s U.S. business will evaluate any proposed regulation and will participate in any consultation andrulemaking processes by submitting robust comments grounded in science-basedevidence.The published science does not support regulating menthol cigarettes differently fromnon-menthol. The scientific evidence neither shows a difference in health risks between menthol and non-menthol cigarettes, nor indicates that mentholcigarettes adversely affect initiation, dependence, or cessation. #### Traditional Oral Traditional Oral revenue fell 4.3% (2020: up 7.0%), a growth of 2.6% (2020: 7.6%) at constant rates of exchange, driven by strong pricing in both years, which more than offset lower volume (down 5.1% in 2021, and 1.3% in 2020). Through the utilisation of RGM techniques, value share of moist oral grew 10 bps, having declined 25 bps in 2020, largely driven by Grizzly, which performed well in 2021, having been impacted by strong pricing in the final quarter of 2019 and early 2020. Our Strategy in Action #### Innovation drives performance Vuse growth in the U.S. has been fuelled by an evolving marketing plan focused on local brand building plans tailored to the consumer needs in key cities. Vuse is now the value share market leader in 27states. Throughcollaborationwith local artistsand leveragingthe McLarenpartnership and through the Vuse device customisation platform, we have generatedsignificant consumerand mediainterest. This has all been underpinned by investments in improvingdata, marketing technology and digital engagement, while the expanding of the vapour pod format options during the year gave consumers more choice. We have also made progress in improving the brand’s profitability in the U.S.. We have focused on value generation, through RGM,while alsounlocking cost savings (including in product costs and efficientmarketing and trade spend),with thebrand achieving profitability in the final quarter of 2021. Availabilityof New Categories in the Region +43% Revenue growth in NewCategories \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and areaddictive. †Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak, and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance. ![]() BAT Annual Report and Form 20-F 2021 86 #### Regional Review #### AmSSA #### Americas and Sub-Saharan Africa #### Revenue and Profit #### fromOperations In 2021, reported revenue increased 0.8% to £3,801 million (2020: 11.5% decrease to £3,772 million). The reported results were negatively impacted by translational foreign exchange headwinds due to the relative strength of sterling against a number of currencies, particularly the Brazilianreal, Argentinian peso,Nigerian naira and Kenyan shilling. Excluding the translationalheadwind, on a constant currency basis, revenue grew by 7.8% in 2021 (2020: increase of 1.4%), driven by combustibles pricing and growth in New Categories in both years. The lower growth rate in 2020 was due to the negative impact of COVID-19 in that year, as a number of markets implemented temporary restrictions in response to the pandemic, with South Africa in particular restricting the production and sale of tobacco products for a period of five months. Reported profit from operations fell 3.7% to £1,496 million partly due to the recognition of a £54 million charge related to goodwill in Peru and by the impact of translational foreign exchange on our reported results. In 2020, this was an increase of 29.0% to £1,553 million, with the growth largely from the absence of the £436 million charge in 2019 in relation to the Quebec Class Action. Excluding the adjusting items (largely related to Quantum and Peru) and the impact of foreign exchange in both periods, adjusted profit fromoperations increased 4.3% (2020: decrease of 2.5%) on a constant currency basis, largely driven by the growth in adjusted revenue. However, in 2021, this waspartially offset by transactional foreign exchangeheadwindsand increased investment in New Categories. In 2020, the higher revenue was more than offset by the impact of COVID-19 which led to supply restrictions in South Africa noted above and additionalsupply chain costs elsewhere (estimated to be £57 million) to manage the operationalvolatility. While not yet back to pre-COVID-19 levels, South Africa has recovered during 2021 and as such the risk of impairment of goodwill has reduced. Pleaserefertopage 209. #### Leadership of vapour in #### Canada demonstrates our #### resilience in a challenging #### environment Luciano Comin Regional Director Keymarkets Argentina, Brazil, Canada, Chile, Colombia, Mexico, Nigeria, South Africa Revenue bycategory #### -70 bps 27 Cigarette value share change Owned manufacturing (incR&D) sites 15,565 Number of employees Volume 2021 units vs 2020 % 2020 units vs 2019 % 2019 units Cigarettes (bn sticks) 147 +0.1% 147 -3.9% 152 Other (bn sticks eq)\* 1 -7.7% 2 -1.7% 2 Combustibles (bnsticks) 148 0.0% 149 -3.8% 154 New Categories: Vapour (mn 10ml/pods) 62 +102% 31 +118% 14 THP (bn sticks) ––––– Modern Oral (mnpouches) – -100% 19 +142% 8 Traditional Oral(bn stickseq) ––––– \* Otherincludes MYO/RYO. Revenue 2021 £m vs 2020 % vs 2020 (adjatcc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Combustibles 3,435 -2.8% +4.1% 3,535 -11.4% +1.3% New Categories: Vapour 141 +115%+115% 65 +52.8% +58.6% THP –––––– Modern Oral – -100%-100% 1 -49.8% -47.3% Total New Categories 141 +114%+114% 66 +51.3% +57.1% Traditional Oral –––––– Other 225 +32.3% +44.7% 171 -24.3% -7.2% Revenue 3,801 +0.8% +7.8% 3,772 -11.5% +1.4% Profitfrom operations/Operating margin 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Profit from operations 1,496 -3.7% +4.3% 1,553 +29.0% -2.5% Operating margin (%) 39.3% -190bps-140bps 41.2% +1,290bps -160bps Combustibles New Categories Traditional Oral Other ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 87 #### Delivering on our #### New Categories Our Canadian subsidiary cementedits leadership of closed system category by delivering consumer relevant offers starting with ePod 2.0 upgrade and a series of flavours through the year amidst COVID-19 restrictions. With the onset of newCanadian federal regulations capping the nicotine ceiling to 20mg, the Vuse portfolio was rotated and expanded with new mint and tobacco flavours to accommodatefor provincial flavourbans. Our focus on digital transformation has delivered data driven insights – propelling e-commerce in key markets. Analytics and enhanced user experiences have enabled us to optimise the subscription model in South Africa and Canada. Tobacco Harm Reduction is high on the vapour agenda, with a focus on category perceptions on Quality and Trust. Our Canadian subsidiary deployed an integrated campaign centred on safety of pods and devices to demonstrate Vuse is the brand with the highest safety standards. Our Strategy in Action #### Migration to Vuse in South Africa The migration of Twisp to Vuse demonstrates agile transformation at scale. 84 own retail outlets nationwide were fully redesigned to the global Vuse Inspiration store configuration, supporting the new ePod 2.0 device, recognised as more premium with better sensorialexperience. The migration retained 99% of the former Twisp franchise with Vuse acquiring new consumers. The full potential of Vuse is being realised with expansion into organised retail and key accounts nationwide with monthly pod sales crossing the 1 million pods mark. The franchise is now 3 times bigger post migration to Vuse. As part of its ESG agenda, Vuse has deployed the Drop the Pod scheme, with South Africa recording the highest returns (27% of own retail sales) among Vuse markets globally. #### New Categories In 2021, New Categories revenue more than doubled, up 114% to £141 million (2021: up 51.3% to £66 million) driven by the growth of vapour in both years. Having gained value leadership of the total vapour category in Canada in 2020, Vuse consolidated its leadership position with total value share up 34.3 ppts in 2021, having grown 22.2 ppts in 2020. This was driven by the growth of the ePod variant, includingthe upgraded 2.0variant. In SouthAfrica, vapour revenue recovered following the suspension, alongside those of cigarettes, between March and August 2020 as part of the country’s COVID-19 response. While this was a headwind in 2020, volume recovered and almost tripled in 2021, supported by the completion of the migration of Twisp to Vuse. In Kenya, we continue to engage with the relevant authorities on the regulatory and fiscal framework to support a commercially sustainable re-entry into theModern Oral category. We continue to believe that Modern Oral represents an exciting opportunity to offer affordable New Category alternatives to adult nicotine consumers in emerging markets, given the absence of an electronic device and a pre-existing ritual of oral product consumption in a number of markets. #### Combustibles Combustibles revenuedeclined 2.8%to £3,435 million (2020: 11.4% decrease to £3,535 million).A translational foreign exchange headwind impacted both years with revenue, on a constant currency basis, up 4.1% in 2021 and 1.3% in 2020. Combustibles pricing in both years, supported by our RGM capabilities, was, in 2021, partially offset by negative mix as volume recovered from the impact of COVID-19 in a number of markets including in South Africa (impacted by the sales suspension in 2020, with the market still recovering from the growth in illicit trade in 2020) and Colombia. In Brazil, COVID-19 related lockdowns (in 2020 and 2021) and increased border security led to growth in the duty paid industry, with some growth in consumption at the lower end of the market. Having declined by 3.8% in 2020, combustible volume in AmSSA was flat in 2021. Value share declined 70 bps driven by Canada, South Africa, Mexico, and Brazil. This compared to an increase in 2020 of 30 bps. Availabilityof New Categories in the Region +114% Revenue growth in NewCategories \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. ![]() BAT Annual Report and Form 20-F 2021 88 #### Regional Review #### ENA #### Europe and North Africa I am delighted that our multi- #### category approach is delivering #### excellent results Johan Vandermeulen Regional Director Keymarkets Algeria, Belgium, Bulgaria, Czech Republic, Denmark, Egypt, France, Germany, Italy, Kazakhstan, Morocco, Netherlands, Poland,Romania, Russia, Spain, Sweden, Switzerland, Turkey, Ukraine, UK #### Revenue and Profit #### fromOperations Reported revenue in 2021 was marginally higher than 2020 (2020: down 1.6%) as good pricing in Combustibles and growth in New Categories revenue (2021: up 80%, 2020: up 50%) in both years was largely offset by lower combustiblevolume (down 3.1% in 2021 and 4.1% in 2020) and a translational foreign exchange headwind of 7.2% (2020:3.7% headwind). Excluding the impact of adjusting items (that affected revenue in 2019) and the impact of currency, revenue grew 7.3% on an adjusted constant rates basis (2020: up 2.1%). Reported profit fromoperations declined by 3.9% to £1,885 million as the strong New Category revenue growth, in combination with tight control of overheads and Quantum cost savings, weremore than offset byincremental investment in New Categories and foreign exchange headwinds. In 2020, reported profit from operations increased 19% to £1,962 million, largely due to the absence of the £202 million charge in respect of the Russian excise dispute that impacted the prior year (2019: down 13%). Excluding the impact of currency and adjusting items (in respect of Quantum and the factory rationalisation programme), adjusted profit from operations at constant rates was down 1.0% in 2021 (2020: down 2.4%) as the region continued to invest in New Categories. #### New Categories In 2021, revenue from Vapour was up 40.2%reflecting strong volume growth (up 30%), driven by an increase in industry volume, and higher consumables pricing. In 2020, revenue from Vapour was marginally higher than 2019 as the impact of COVID-19 on our vape stores and an increase in marketing investment to drive consumer activation (recognised as a deduction to revenue in line with IFRS 15), largely offset higher volume (up 23%). Revenue bycategory #### -20 bps 20 Cigarette value share change Owned manufacturing (incR&D) sites 22,333 Number of employees Volume 2021 units vs 2020 % 2020 units vs 2019 % 2019 units Cigarettes (bn sticks) 214 -2.7% 220 -4.2%230 Other (bn sticks eq)\* 15 -8.7% 16 -2.5% 17 Combustibles (bnsticks) 229 -3.1% 236 -4.1% 247 New Categories: Vapour (mn 10ml/pods) 173 +29.8% 133 +23.0%108 THP (bn sticks) 9.8 +195% 3.3 +203% 1.1 Modern Oral (mnpouches) 2,440 +46.4% 1,667 +55.6% 1,071 Traditional Oral(bn stickseq) 1 +6.1% 1 +2.8% 1 \* Other combustibles includes MYO/RYO. Revenue 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Combustibles 5,024 -6.2% +1.1% 5,356 -3.4% +0.5% New Categories: Vapour 207 +40.2% +43.8% 148 +0.4% +0.2% THP 341 +150%+167% 136 +143%+159% Modern Oral 266 +43.9% +45.6% 185 +58.5% +59.3% Total New Categories 814 +73.6% +80.3% 469 +46.7% +49.6% Traditional Oral 41 +18.2%+18.1% 34 +16.2% +14.2% Other 122 -8.9% -4.9% 135-31.6%-31.7% Revenue 6,001 +0.1% +7.3% 5,994 -1.6% +2.1% Profitfrom operations/Operating margin 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Profit from operations 1,885 -3.9% -1.0% 1,962 +19.0% -2.4% Operating margin (%) 31.4% -130 bps -270bps 32.7% +560 bps -160bps Combustibles New Categories Traditional Oral Other ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 89 Vype was migrated to Vuse, with Vuse growing across the region, extending its value leadership position in allkeymarkets. In the UK and France, trade margin optimisation, together with growth ahead of incremental marketinginvestment led to a reduced drag on regional profit from operations. In 2021, THP volume grew by 195% (2020: up 203%), with revenue 150% higher at £341 million (2020: up 143% to £136 million). This was driven by the roll out of glo Hyper, which has now been launched in 18 markets in the region. glo continued to increase volume share of the THP category in key markets for 2021, including in: – Russia, reaching 19.3% up 1,070 bps on 2020); – Italy, increasing by 870 bps to 12.8%; – Ukraine, being 20.9%, an increase of 990bps; and – Romania, 530 bps higher than 2020 at22.1%. Hyper also continued to make good progress in Kazakhstan, Poland, Egypt, the CzechRepublicand across other smaller ENA launch markets. In 2021,Modern Oral revenue grew 44% (2020: up 59%), led by 46% volume growth (2020: 56% increase). In both years, the Group continued to grow its volume share of the total oral category in more established marketssuch as Sweden and Norway, while also building the overall category, and our volume share of Modern Oral itself, inDenmark and Switzerland. In Germany, sales of ModernOral were suspended during the year, pending engagementwith authorities regarding the classification of tobacco-free nicotinepouches. In January 2021, we pilot-launched our first CBD vaping product, Vuse CBD Zone. This allowed us, for the first time, to offer adult consumers a range of high-quality CBD vaping products from our trusted, global brand, Vuse, gaining valuable insights into the product and consumer behaviour. #### Combustibles In 2021, revenue was 6.2% lower, compared to a decline of 3.4% in 2020. Good price/ mix in both years (up 4% in 2021 and 5% in 2020) was more than offset by the impact of lower combustible volume, down 3.1% in 2021 and 4.1% in 2020, and the foreign exchange headwind described earlier. Atconstant rates of exchange, revenue increased 1.1% (2020: 0.5%). The decrease in combustible volume in 2021 was driven by lower volume in Ukraine, Russia and Kazakhstan, in part due to industry contraction in those markets. In 2020, the decline in combustible volume was despite higher volume in Turkey (drivenby Kent and the local portfolio) as this was more than offset by industry volume contraction in a number of markets, partly due to COVID-19. Cigarette value share was down 20 bps in 2021, while 2020 was in line with 2019. Cigarette volume share declined 30 bps (2020: up 30 bps) as growth in Turkey, Germany and the Czech Republic was more than offset by reductions in Russia, Poland,France, Italy, Spain, Romania, the UK, Ukraine and Denmark. The growth in 2020 was largely driven by Russia and Turkey, partly offset by lower volume share in France, Spain, theNetherlands, Denmark, Switzerland andthe UK. In 2020, menthol bans were introduced in Turkey, the UK and the EU. The Group has a long-standing track record of managing regulatory shifts. In 2021, the Group did not experience a material impact from the introduction of the new regulations. #### Delivering on our #### New Categories Following the successful launch of the Hyper platform in 2020, glo has delivered strong traction in ENA. Hyper was developed using consumer understanding and insights, coupled with breakthrough technology which allowed us to unlock record heating times, delivered by our signature boost feature. During 2021, glo was the first THP to be launched inEgyptand becoming the fastest growing THP brand in both Poland and Greece. glo is now in 18 countries in ENA, with a winning combination of innovation in product (including anupgraded devicedesign, limited edition products and double capsules), combined with relevant consumer activation. In alignment withcorporateESG targets, device takeback schemes wereimplementedin all endmarkets during 2021. Our Strategy in Action #### New innovation hub in Italy In September 2021, we announced the launch of a new A Better Tomorrow™ Innovation Hub in Trieste, Italy. The hub will host a new manufacturing site for BAT’s New Category products, and a digital boutiqueencompassing an innovationlab and centreof excellence for digital transformationand digital marketing. Multiple production lines are anticipated to be developed for European and global export of BAT’s reduced-risk\* products– demonstrating our commitment to harmreduction. The building will be constructed to minimise its environmental impact,aiming for carbon neutrality, with a particular focus on energy efficiency and the use of renewable sources. The works for the construction of the structure began in mid-November 2021 with the first module scheduled to be completed and activated in May 2022. Availabilityof New Categories in the Region +74% Revenue growth in NewCategories From 1 January 2022, the markets of North Africa (being Algeria, Egypt, Libya, Morocco, Sudan and Tunisia) will be reported under APME. From that date, ENA will be known as Europe. \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. ![]() BAT Annual Report and Form 20-F 2021 90 #### Regional Review #### APME #### Asia-Pacific and Middle East #### Revenue and Profit #### fromOperations Reported revenue declined 7.6% to £4,191 million (2020: declined 11.9% to £4,537 million). The performance in 2021 was impacted by the structural excise changes inAustralia and New Zealand, and competitive pricing dynamics in Australia (in combination, an estimated headwind of £260million), and negative geographic mix due to volume share growth and recovery from COVID-19 in emerging markets, leading to a growth in combustible volume of 4.4% (largely due toBangladesh, Vietnam and Pakistan). Revenue in 2021 was also negatively impacted by the sale of the Group’s operations in Iran, part way through the year. In 2020, the decline in revenue was largely driven by lower cigarette volume (which fell 7.3%). This was partly due to the negative impact of COVID-19 on GTR and other markets in the region and the impact of excise increases and minimum pricing in Indonesia. Revenue in 2020 was also impacted by the excise harmonisation of THP in Japan and a £50 million charge in respect of the withdrawal of glo Sens. Excluding the impact of translational foreign exchange, in 2021 revenue was in line with 2020 (2020: declined 9.9%) on anadjustedconstant rate basis. Reportedprofitfromoperations declined 12.6%to £1,287 million, driven by the lower revenue and due to the £358 million charge (mainly in respect of foreign exchange previously charged toother comprehensive income) recognised in respect of the sale of the Group’s operations in Iran, andcosts associated withthe withdrawal fromMyanmar. In 2020, reported profit from operations was a decrease of 16.0% to £1,472 million, as the impact of COVID-19 in a number of markets including GTR, the recognition of costs related to the ongoing factory rationalisation programme (principally in Southeast Asia), an impairment in goodwill in respect of the Group’s performance in Malaysia (£197 million) and unfavourable foreign exchangemovements more than offset the efficiencies realised through Quantum. Our New Categories continue #### to grow despite difficult trading #### conditions in key markets. Michael (Mihovil) Dijanosic Regional Director Keymarkets Australia, Bangladesh, Indonesia, Japan, Malaysia, Middle East (inc KSA), New Zealand, Pakistan, South Korea, Taiwan, Vietnam Revenue bycategory #### -20 bps 21 Cigarette value share change Owned manufacturing (incR&D) sites 9,747 Number of employees Volume 2021 units vs 2020 % 2020 units vs 2019 % 2019 units Cigarettes (bn sticks) 206 +4.6% 198 -7.3% 213 Other (bn sticks eq)\* 2 -14.1% 2 +3.3% 2 Combustibles (bnsticks) 208 +4.4% 200 -7.2% 215 New Categories: Vapour (mn 10ml/pods) 9 +65.6% 6 +385% 1 THP (bn sticks) 9 +26.5% 7 -6.5% 8 Modern Oral (mnpouches) 254 +197% 86 n/m 3 Traditional Oral(bn stickseq) ––––– \* Other combustibles includes MYO/RYO. Revenue 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Combustibles 3,555 -9.6% -2.3% 3,935 -10.3% -7.7% New Categories: Vapour 18 +26.0% +27.5% 15 +255%+260% THP 511 +2.8% +13.0% 497 -26.0% -27.1% Modern Oral 6 +179%+199% 2 n/mn/m Total New Categories 535 +4.2% +14.2% 514 -24.0%-25.0% Traditional Oral –––––– Other 101 +13.0% +20.1% 88 -1.3% -0.4% Revenue 4,191 -7.6% 0.0% 4,537 -11.9% -9.9% Profitfrom operations/Operating margin 2021 £m vs 2020 % vs 2020 (adj at cc) % 2020 £m vs 2019 % vs 2019 (adj at cc) % Profit from operations 1,287 -12.6%-1.1% 1,472 -16.0% -7.3% Operating margin (%) 30.7% -170bps -40 bps 32.4% -160bps +110bps Combustibles New Categories Traditional Oral Other ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 91 Excluding adjusting items in 2021, (largely related toIran, Myanmar and Quantum) and the impact of translational foreign exchange, adjusted profit from operations at constant rates of exchange declined 1.1% in 2021 (2020: fell 7.3%), driven by the reduction in revenue and continued investment in New Categories. #### New Categories Total revenue from New Categories increased 4.2% to £535 million (2020: declined 24.0% to £514 million). In 2021, this was driven by a 26.5% increase in THP consumable volume to 9.3 billion sticks, compared to a decline of 6.5% to 7.4 billion sticks in 2020. 2021 was underpinned by the success of glo Hyper (the first-to-world THP that uses induction heating technology to provide a step change in taste delivery leading to an increase in consumer satisfaction, driven by 30% more tobacco, faster heating and aboost function), launched in 2020. 2020 was impacted by excise harmonisation affecting the industry and a strong comparator period (2019) that included the launch of glo Pro, glo Nano andglo Sens. #### Delivering on our #### New Categories In 2021, APME reached 3.8 million active consumers of our non-combustible products driven by strong performance across our New Category platforms across the region. In Japan, the largest THP market in the world, glo performed very well, being the fastest growing THP brand (in the THP category) by volume and value share and was the number 1 choice for cigarette smokers who chose to migrate to New Categories.This was driven by improving penetration and conversion rates with consumer relevant productinnovationand improved experience across the consumer journey. This was complemented by goodperformance in South Korea, where glo volume share grew 310 bps with revenueup 2.7 times during the year. OntheVapour front, our regional Vuse volume increased by 66% in 2021, while successfully completing the migration from Vype to Vuse. Our accelerated learning journey inModern Oral continued in 2021, specifically in Pakistan where we nearly doubled our Velo consumer base. Our Strategy in Action #### glo in Japan In 2021, glo attracted more than 700,000 new consumers during the year, to become a brand family with more than 3 million consumers in Japan. glo’s growth was driven by a robust understanding of consumeropportunities, awell-balanced consumableportfolio andintegratedonline-offline activations, while alsosuccessfully increasing device penetration and conversion. Device launches were combined with a more targeted, multi-brand consumablesportfolio that delivered credibility and satisfaction to an increasing number of consumers. Improvements inglo’sretailpresence provided the foundation for growth, complemented by adigital first consumer engagement approachenabling direct andtailored consumer interactions. THP revenue increased 2.8% (2020: decrease of 26%), or 13.0% (2020: down 27%) excluding the impact of currencies. The growth in 2021 was driven by increased Hyper volume, more than offsetting the continued impact of excise harmonisation, which negatively impacted revenue in 2020 (compared to 2019). The movement between the years was also due to a £50 million charge to revenue in respect ofthe withdrawal of glo Sens (in 2020, that did not repeat in 2021) as the product did not perform to expectations. In Japan, the largest THP market in the world, glo is the fastest growing THP brand (by volume), with volume share increasing to 6.8% in 2021, up 140 bps, maintaining the momentum of 2020 which was up 50 bps on 2019. Our Modern Oral pilot launches in emergingmarkets includingin Pakistan and Indonesia continue to deliver valuable insights, as we roll-out in key urban markets. We believe that Modern Oral is an exciting longer-term opportunity to commercialise reduced risk products \* by offering affordable New Category alternatives to adult nicotine consumers. #### Combustibles Revenue from combustibles declined 9.6% to £3,555 million (2020: down 10.3% to £3,935 million), or by 2.3% (2020: down 7.7%) at constantrates of exchange. In 2021, this was despite an increase in combustible volume (up 4.4%) as emerging markets recovered from COVID-19. However, this led to a negative geographic mix which, combined with structural excise changes in Australia andNew Zealand and competitive pricingdynamics in Australia (totalling approximately £260 million) and the negative impact of the sale of operations in Iran part way through the year, drove revenue down. In 2021, value share decreased 20 bps (2020: up 10 bps), with volume share up 20 bps (2020: 55 bps higher), as volume share gains (including in Bangladesh, Japan, Pakistan and Taiwan) more than offset losses in Indonesia (as the Group drove for value growth with pricing ahead of the industry)and Saudi Arabia. In 2020, pricing inAustralia and Pakistan was more than offset by a 7.2% decline in combustible volume. Higher volume in Bangladesh was more than offset by the impact of COVID-19 in a number of markets, notably within GTR, an increase in local taxes and the minimum retail price compliance in Indonesia, and the continued increase in illicit trade in Pakistan (following an excise-led price increase in 2019). Availabilityof New Categories in the Region +4% Revenue growth in NewCategories \*Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free andare addictive. ![]() BAT Annual Report and Form 20-F 2021 92 #### Group Principal Risks #### Group Principal Risks #### Overview The principal risks that may affect the Group are set out on the following pages. Each risk is considered in the context of the Group’s strategy and business model, as set out in this Strategic Report on pages 16 to 19, and 26 to 28. On the following pages is a summary of each principal risk, its potential impact @ and management by the Group @ . Clear accountability is attached to each risk through the risk owner. BAT define the principal risks as those assessed with a high impact and probable likelihood. Additionally, the risks “Inability to commercialise and deliverNew Categories”, “Litigation”, “Solvency and liquidity” are also recognised as principal risks; even though they are not assessed as having high impact and probable likelihood, they are material to the Group and the delivery of its strategic objectives. @ The Group has identified risks and is actively monitoring and mitigating these risks. @ This section focuses on those risks that the Directors believe to be the principal risks to the Group. Not all of these risks are within the control of the Group and other risks besides those listed may affect the Group’s performance. Some risks may be unknown at present. Other risks, currently regarded as less material,could become material inthe future. The risks listed in this section @ and the activities beingundertaken to manage them @ should be considered in the context of the Group’s internal control framework. This is described in the section on risk management and internal control in the corporate governance statement on pages 125 to 126. This section should also be read in the context ofthe cautionary statement on page 352. A summary of all the risk factors (including the principal risks) which are monitored by the Board through the Group’s risk register is set out in the Additional Disclosures section on pages 317 to 339. #### Assessment of Group Risks @ During the year, the Directors carried out a robust assessment of the principal risks, uncertainties and emerging risks facing the Group, including those that could impact delivery of its strategic objectives, business model, future performance, solvency or liquidity. The Board assessed that in line with the Group’s strategy to deliverlong-term sustainable growth with a range of innovation and less harmful products that stimulate senses of new adultgenerations, itwas appropriate to no longer consider “Market size reduction and consumer down trading” as a principal risk to the Group. Otherwise, the Group’s current principal risks remain broadly unaltered compared to 2020. The viability statement below provides a broader assessment of long-term solvency and liquidity. The Directors considered a number of factors that may affect the resilience of the Group. Except for the risk “Injury, illness or death in the workplace” the Directors also assessed the potential impact of the principal risks that may impact the Group’s viability. Time frame Short-term Medium-term Long-term Strategic impact Simplification New Categories Combustibles Key Stakeholders Consumers Society Employees Shareholders Considered inviability statement @ Yes No @ Denotesphrase, paragraph orsimilar that does notform part ofBAT’s Annual Report on Form 20-F as filed with the SEC. #### Viability statement@ The Board has assessed the viability of the Group taking into account the current position and principal risks, in accordance with provision 31 of the UK Corporate Governance Code 2018. Whilst the Board believes the Group will be viable over a longer period, owing to the inherent uncertainty arising due to ongoing litigation and regulation, the period over which the Board considers it possible to form a reasonable expectation as to the Group’s longer-term viability (that it will continue in operation and meet its liabilities as they fall due) is three years. In making this assessment, the Board considered the Group’s: – strongcash generation from operatingactivities; – access to, and ability to raise, external sources of financing including the removal of any financial covenants in its credit facilities; and – continued ability to manage the impact of COVID-19 and recognised the Group’s ability to utilise its geographic footprint and integrated operating model to minimise the impact to the Group’s performance. This assessment included a robust review of the Group’s operational and financial processes, (which cover both short-term financial forecasts and capacity plans) and the principal risks (as indicated on pages 93 to 97) that may impact the Group’s viability. These are considered, with the mitigating actions, at least once a year. The assessment included a reverse stress test of the principal risks and did not identify any individual risk, based upon a prudent annual forecast, that would, if arising in isolation and without mitigation, impact the Group’s viability within the 3 year confirmation period. Furthermore, the Board recognised that even if all the principal risks arose simultaneously, given the underlying strong free cashflow generation before the payment of dividends (2021: £7.4 billion), the Group would be able to undertake mitigating actions to meet the liabilities as they fall due. The assessment also reviewed the potential impact of climate-related risks and concluded that these, including the potential cost implications and noting the mitigating actions, would not impact the Group’s viability (see pages 58 to 67 with respect to TCFD). The Board noted that the Group has access to a £5.85 billion credit facility (2021: undrawn and which will reduce to £5.7 billion in March 2022), US (US$4 billion) and Euro (£3 billion) commercial paper programmes (2021: £269 million drawn) and £2.5 billion of bilateral agreements which may be utilised. However, the Group is subject to inherent uncertainties with regards to regulatory change and litigation, the outcome of which may have a bearing on the Group’s viability. The Group maintains, as referred to in note 31 in the Notes on the Accounts ‘Contingent Liabilities and Financial Commitments,’ that, whilst it is impossible to be certain of the outcome of any particular case, the defences of the Group’s companies to all the various claims are meritorious on both law and the facts. If an adverse judgment is entered against any of the Group’s companies in any case, an appeal may be made, the duration of which can be reasonably expected to last for a number of years. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 93 #### Risks Competition from illicittrade Increased competition from illicit trade and illegal products – either local duty evaded, smuggled, counterfeits, or non-regulatory compliant, including products diverted from one country to another. Time frame Short/Medium/Long-term Strategic impact NewCategories Combustibles Key Stakeholders Society Considered inviability statement @ Yes Impact Erosion of goodwill, with lower volumes and/or increased operationalcosts (e.g. trackand tracecosts)and reduced profits. Reduced ability to take price increases. Investment in trade marketing and distribution is undermined andthe product is commoditised. Counterfeit products (especially in New Categories) and other illicit products could harm consumers, damaging goodwill, and/or the category (with lower volumes and reduced profits), potentially leading to misplaced claims against BAT, further regulation and a failure to deliver the corporate harm reduction objective. Breach of legislation, criminal offences, contract breaches under theEU Cooperation Agreement, allegations offacilitating smugglingand reputational damage, includingnegative perceptions of our governanceand ourESGcredentials. Mitigation activitiesacrossallcategories @ Dedicated Anti-Illicit Trade (AIT) teams operating at regional and country levels; internal cross-functional levels; compliance procedures, toolkit and best practice shared. Active engagementwith key external stakeholders. Cross-industry and multi-sector cooperation on a range of AIT issues. Regional AIT strategy supported by a research programme to further the understanding of the size and scope of the problem. AIT Engagement Teams (includinga dedicatedanalytical laboratory and a forensic and complianceteam) work withenforcement agencies in pursuit ofpriority targets. Geopolitical tensions Geopolitical tensions, civil unrest, economic policy changes, global health crises, terrorism and organised crime have the potential todisruptthe Group’s business inmultiple markets. Time frame Short/Medium-term Strategic impact Simplification NewCategories Combustibles Key Stakeholders Society,Employees Considered in viability statement @ Yes Impact Potential injury or loss of life, loss of assets and disruption to supply chains and normal business processes. Increased costs due to more complex supply chain and security arrangements and/or the cost ofbuilding newfacilities ormaintaining inefficient facilities. Lower volumes as a result of not being able to trade in a country. Higher taxes or other costs of doing business as a foreign company or the loss of assets as a result of nationalisation. Reputational damage, includingnegative perceptionsof our governanceand protectionof our peopleand our ESG credentials. Mitigation activities @ Physical and procedural security controls are in place, and constantly reviewed in accordance with our Security Risk Management process, for all field force and supply chain operations, with an emphasis on the protection ofGroup employees. Globally integrated sourcing strategyand contingency sourcingarrangements. Security risk modelling, including external risk assessments and the monitoringof geopolitical and economic policy developmentsworldwide. Insurance cover and business continuity planning, includingscenario planning and testing, and risk awareness training. The Business Continuity Management organisation plans for and responds to geopolitical risks, including readiness ofCrisisManagement Teams at all levels. ![]() BAT Annual Report and Form 20-F 2021 94 #### Group Principal Risks #### Continued #### Group Principal Risks Tobacco, New Categories and other regulation interrupts growth strategy The enactment of, proposals for, or rumours of, regulation that significantly impairs the Group’s ability to communicate, differentiate, market or launch its products, and/or the lack of appropriate regulation for New Categories. Time frame Short/Medium/Long-term Strategic impact NewCategories Combustibles Key Stakeholders Society Considered inviability statement @ Yes Impact A lack of acceptance or rejection of tobacco harm reduction as a tobacco control policy could prevent a balanced regulatory framework for New Categories. Restricted ability to sell and communicate New Categories could lead to failure of the harm reduction objective and loss of confidence inthe Group’s ESG performance. Inappropriate regulationsfor NewCategories(e.g. pharma or food) or total bans of tobacco and/or New Categories products in certain markets. Reduced ability to make scientific claims and compete in future product categories and make new market entries. Erosionof brand valuethroughcommoditisationand theinability to launch innovations may negatively affect our ability to generate value growth. Regulation with respect to bans or severe restrictions on menthol flavours, product design & features and nicotine levels may adversely impact individual brand portfolios. Reduced consumer acceptability of new product specifications, leading to consumers seeking alternatives in illegal markets or irresponsible operators exploitingregulatory loopholes. Shocks toshare price on rumours, the announcement or enactment of restrictive regulation (e.g. sales ban to future generations). Increased scope and severity of compliance regimes in new regulation (e.g. Extended Producer Responsibility (EPR) schemes) leading to higher costs, greater complexity and potential reputational damageor fines for breach, including inadvertent breach. Mitigation activities @ Engagement andlitigation strategy coordinated and aligned across the Group to drive a balanced global policy framework for combustibles and New Categories. Stakeholdermapping and prioritisation, developingrobust compelling advocacy materials(with supporting evidence anddata) and regulatory engagement programmes. Regulatory risk assessment of marketing plans to ensure decisions areinformed by an understandingof thepotential regulatory environments. Advocating the application of integrated regulatory proposals to governments and publichealth regulatorsand practitioners based on the harm reduction potential of New Categories. Development of an integrated regulatory strategy thatspans conventional combustibles and New Categories. Training and capability programmes for End Markets to upskill Legal and External Affairs managers on combustible and New Categories regulatory engagement, includingproduct knowledge. Direct access to online portal providing latest position and advocacy materialfor End Market engagement oncombustibles and New Categories. Working to define a sustainable EPR model and markets negotiating to implement effective EPR schemes. Please refer to pages 325 to 327 for details of tobacco and nicotine regulatory regimesunder whichthe Group’sbusinesses operate. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 95 Litigation Product liability, regulatory or other significant cases (including investigations) may be lost or settled resulting in a material loss or otherconsequence. Time frame Short/Medium/Long-term Strategic impact NewCategories Combustibles Key Stakeholders Shareholders Considered inviability statement @ Yes Impact Damages and fines, negative impact on reputation (including ESG credentials), disruption andloss of focus on the business. Consolidated results of operations, cash flows and financial position could be materially affectedby anunfavourable outcome or settlement of pending orfuture litigation, criminal prosecution or other contentious action. Inability to sell products as a result of patent infringement action may restrict growth plans and competitiveness. Potential share price impact. Mitigation activities @ Consistent litigation and patent managementstrategy across the Group. Expertise and legal talent maintained both within the Group and external partners. Ongoing monitoring of key legislative and case law developments related to our business. Delivery with Integrity compliance programme. Please refer to note 31 in the Notes on the Accounts for details ofcontingent liabilities applicable to theGroup. Significant increases or structural changes in tobacco, nicotine and New Categories related taxes The Group is exposed to unexpected and/or significant increases or structural changes in tobacco, nicotine and New Categories relatedtaxesin key markets. Time frame Short/Medium/Long-term Strategic impact NewCategories Combustibles Key Stakeholders Consumers, Society Considered inviability statement @ Yes Impact Consumers reject the Group’s legitimate tax-paid products forproducts from illicit sources orcheaper alternatives. Reduced legal industry volumes. Reduced sales volume and/orportfolio erosion. Partial absorption of excise increases leading to lower profitability. Mitigation activities @ Formal pricing and excise strategies, including Revenue Growth Management using adata science-ledapproach, withannual risk assessments andcontingency plansacross allproducts. Pricing, excise and trade margin committees in markets, with global support. Engagement with relevant local and international authorities where appropriate, in particular in relation to the increased risk to excise revenues from higher illicit trade. Portfolio reviews toensure appropriate balance and coverage acrossprice segments. Monitoringof economic indicators, government revenues and the political situation. ![]() BAT Annual Report and Form 20-F 2021 96 #### Group Principal Risks #### Continued #### Group Principal Risks Inability to develop, commercialise and deliver the New Categories strategy Risk of not capitalising onthe opportunities in developing and commercialising successful, safe and consumer-appealinginnovations. Time frame Short/Medium/Long-term Strategic impact Simplification NewCategories Combustibles Key Stakeholders Shareholders Considered inviability statement @ Yes Impact Failure to deliver Group strategic imperative, 2025 growth ambitionand 2030 consumer targets. Potentially missed opportunities, unrecoverable costs and/or erosionof brand, with lower volumes and reduced profits. Reputational damage and recall costs may arise in theevent ofdefective product design or manufacture. Loss of market share due to non-compliance of product portfolio withregulatory requirements. Loss ofinvestorconfidence in ESG performance. Failure to deliver our corporate purpose of harm reduction. Mitigation activities @ Focus on product stewardship to ensure high-quality standards across the portfolio. Brand Expression, which sets out how our brand expresses itself (including through its logo, name, product, packaging, etc.) deployed to lead End Markets via activation workshops and best practices shared. Generatingsufficient IPto develop competitive and sustainable products. Accelerating digitaland consumer analytics alongwith data management platforms forenhanced methodologies, insight generation and line of sight across the Group. R&D is accredited to ISO9001 standard and laboratories are accredited to ISO17025 for key methods. Injury, illness or death in the workplace The risk of injury, death or ill health to employees and those who work with the business is a fundamental concern of the Group andcanhaveasignificant effect on its operations. Time frame Short-term Strategic impact Simplification NewCategories Combustibles Key Stakeholders Employees Considered inviability statement @ No Impact Serious injuries, ill health, disability or loss of life suffered by employees and the people who work with the Group. Exposure to civil and criminal liability and the risk of prosecution from enforcement bodies and the cost ofassociated legal costs, fines and/or penalties. Interruption of Group operations if issues are not addressedimmediately. High staff turnover or difficulty recruiting employees ifperceived tohave a poor Environment, Health and Safety (EHS) record. Reputational damage tothe Group. Mitigation activities @ Risk control systems in place to ensure equipment andinfrastructure are provided and maintained. EHS strategy aims to ensure that employees at all levels receive appropriate EHS trainingand information. Behavioural-based safety programme to drive operations’safety performance, cultureand closer to zero accidents. Analysis of incidentsundertaken regionally and globallyby a dedicatedteam to identify increasingincident trends orhigh potential risks that require coordinated action. Global monthly Health & Safety (H&S) Committee established, formed by senior members from the H&S and Operations Sustainability leadership team. Disputed taxes, interest and penalties The Group may face significant financial penalties, including the payment of interest, in the event of an unfavourable ruling byataxauthorityin a disputedarea. Time frame Short/Medium-term Strategic impact Simplification NewCategories Combustibles Key Stakeholders Shareholders Considered inviability statement @ Yes Impact Significant fines andpotential legal penalties. Disruption and loss of focus on the business due todiversion ofmanagementtime. Impact on profit and dividend. Mitigation activities @ End market tax committees. Internal tax functionprovides dedicated advice and guidance, andexternal advice sought where needed. Engagement with tax authorities at Group, regional and individual market level. Please refer to note 31 in the Notes on the Accounts for details ofcontingentliabilities applicableto theGroup. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 97 The Strategic Report was approved by the Board of Directors on 10 February 2022 and signed on its behalf by Paul McCrory, Company Secretary. Solvency andliquidity Liquidity (access to cash and sources of finance) is essential to maintaining the Group as a going concern in the short term (liquidity) andmedium term (solvency). Time frame Short/Medium-term Strategic impact NewCategories Combustibles Key Stakeholders Shareholders Considered inviability statement @ Yes Impact Inability to fund the business under the current capital structure resulting in missed strategic opportunities or inability to respond to threats. Decline in our creditworthiness and increased funding costs for the Group. Requirement to issue equity or seek new sources of capital. Reputational risk of failure to manage the financial risk profile ofthebusiness, resulting in an erosion of shareholder value reflectedinan underperforming shareprice. Mitigation activities @ Group policies include a set of financing principles and key performance indicators including the monitoring of credit ratings, interest cover, solvency and liquidity with regular reporting to the Corporate Finance Committee and the Board. The Group targets an average centrally managed debt maturity of atleast five years with no more than 20% of centrally managed debt maturing in a single rolling year. The Group holds a two-tranche revolving credit facility of £5.85bn syndicated across a wide banking group, consisting of a 364-day tranche (with a one-year extension option and a one-year term-out option remaining) and a five-year tranche (with a one-year extension option remaining). Liquidity pooling structures are in place to ensure that there ismaximum mobilisation of cash liquidity within the Group. Going concern and viability support papers arepresented totheBoard on a regular basis. Foreign exchange rate exposures The Group faces translational and transactional foreign exchange (FX) rate exposure for earnings/cash flows from its global businesses. Time frame Short/Medium-term Strategic impact NewCategories Combustibles Key Stakeholders Shareholders Considered inviability statement @ Yes Impact Fluctuations in FX rates of key currencies against sterling introduce volatility in reported earnings per share (EPS), cash flow and the balance sheet driven bytranslation into sterling of our financial resultsand these exposures are not normally hedged. The dividend may be impacted if the payout ratio is not adjusted. Differences in translationbetween earnings andnet debtmay affect key ratios used by credit rating agencies. Volatility and/or increased costs in our business, due to transactional FX, may adversely impact financial performance. Mitigation activities @ While translational FX exposure is not hedged, its impact isidentifiedin resultspresentations and financial disclosures; earningsare restated atconstant rates for comparability. Debt and interest are matched to assets and cash flows to mitigate volatility where possible and economic to do so. Hedging strategy for transactional FX and frameworkis defined in thetreasury policy, a global policy approved by the Board. Illiquid currencies of many markets where hedging iseither not possible or uneconomic are reviewed on aregular basis. ![]() BAT Annual Report and Form 20-F 2021 98 #### Chairman’s Introduction #### onGovernance #### Governance #### Dear Shareholder As your incoming Chairman, I’ve spent 2021 immersing myself fully in the work and culture of the Board and wider organisation, building on my prior experience as one of your Non-Executive Directors. My sentiments areunchanged: this is an outstanding organisation that is fully committed to realising its corporate purpose of building A Better Tomorrow TM . I’m grateful to my predecessor, Richard Burrows, the Boardand the management team, who have recognised that achieving this purpose is predicated on a consumer- centric strategy and empowering ethos. Our ambitious sustainability agenda, strong corporategovernance, androbust control environment underpinthe delivery of our corporate purpose more so than ever. Strategic focus We are clear on, and delivering against, our three commercial priorities of combustible value growth; step-change in New Categories; and simplifying the organisation. This year, the Board has also strongly supported executive management’sdrive to deliverour Quest programme, setting out ourfive critical enablers for corporatetransformation (discussed on page 104). I’m pleased to report that we’re confident this programme is progressing well and will accelerate our transformation to a multi-category business, innicotine andbeyond. The Board’s consideration of the Group’s capital allocation for 2022carefully balanced New Categories investment and our ongoing objective tode-leverage the balancesheet withinan appropriate range, as well as laying foundations for ouractivities beyond nicotine. With regard to our new longer-term active capital allocation framework, weare growing the dividend andhave announced a £2 billion share repurchase programme for 2022. Action on climate change is a vital pillar of our sustainability agenda, and momentum in this area must be maintained. The Board has reviewedprogress against the glidepath towards achieving the Group’s commitment to net zero value chain emissions by 2050. This is also the first year we report to you in full alignment with the TCFD framework. Given the importance of the sustainability agenda to our strategy, we extended the scope of external assurance of our reported ESG metrics this year (discussed on page 126) and our Audit Committee’s terms of reference were revised to formalise its oversight role in this area (see page 121). This enhanced assurance issomething our stakeholdersand society arerightly coming to expect as part of good corporate governance. Culture and values The Board recognises its role in shaping and overseeingGroupcultureand values. Acting with integrity is an important part of our ethos, and the Board ensures that embedding integrity across our business practices remains a priority. In January 2022, we launched our revised Standards of Business Conduct (SoBC) and Supplier Code of Conduct (discussed on page 110). Regular evolution of these long- standing policies keeps them in step with our strategy, ethos, external requirements and stakeholderexpectations. These policies mandateresponsible business practices withoutcompromise, and theCompany takes seriously anynon- compliance with our standardsor our legal obligations. As we accelerate our multi- category platform initiatives, I firmly believe these standards foster sustainable growth. Youcan read aboutour SoBC and Delivery with Integrity programme on page 56. Stakeholder engagement We had an active shareholder andinvestor engagement programme in 2021. I met with a number of shareholders in the year, and the RemunerationCommittee Chair has engaged extensively on our new Directors’ Remuneration Policy. My fellow Board members and I look forward to further dialogue with you ahead of the 2022 AGM, which we plan to hold in person subject to prevailing guidance at the time. We also listen to the perspectives of our wider stakeholdersand we reviewhow we engage with them across the Group, which you can read about on pages 106 to 109. Our people The continuing resilience and commitment of our people to overcome the challenges of COVID-19 has been inspirational to the Board. Their safety and well-being remains our top priority, and we devote time to satisfy ourselves that the right support is available and is responsive to change. The Boardmaintains effective engagement with ourpeople worldwidethrougha range of channels (discussed at page 108). Board efficacy While much of the Board’s interaction remained virtual in 2021, we have operated effectively and engagedconsistently with management and staff throughoutthe year. This year, I led an internal evaluation of the Board, its Committees and each individual Director, set out on page 114. The Board considers that it continues to function effectively and its working relationships with its Committees continue to be sound. I’m confident that the corporate governance framework that I now oversee as your Chairman enables the Group’s strategic objectives. On behalf of the Board,I confirm that we believe that this combined Annual Report and Form 20-F is fair, balancedand understandable, and presents the information necessary to assess the Company’s position, performance, businessmodel and strategy. Luc Jobin Chairman #### Our ambitious sustainability #### agenda, strong corporate #### governance, and robust #### control environment underpin #### the delivery of our corporate #### purpose more so than ever. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 99 #### Throughout the year ended 31December 2021, we applied the #### Principles of the UKCorporate #### Governance Code 2018. #### TheCompany was compliant with all #### provisions oftheCode during the year. #### The Board considers that this AnnualReport and Form 20-F, and notably this Governance section, #### provides the information shareholders #### needtoevaluate how we have complied #### with our obligations under the Code. Pages noted opposite refer to particular discussion on the application of Principles of theCode in this Annual Report and Form 20-F. For reference, we prepare aseparate voluntary annual compliancereport by reference to each Principle and Provision of the Code, available at bat.com/governance Board Leadership and #### CompanyPurpose P rinciple A. Long-Term Sustainable Success pages 2 to 91, 98 to 115 B. Purpose, Values and Culture pages 2 to 27, 68 to 73, 98, 103 to 105, 114 to 115 C. Resources and Control Framework pages 4 to 18, 92 to 97, 103, 120 to 126 D.Shareholder and Stakeholder Engagement pages 20, 21, 72, 106 to 110, 128 E. Workforce Engagement, Policies, Practices pages 57, 70 to 73, 103, 108, 163 to 165 Divisionof #### Responsibilities Principle F. Leadership of the Board pages 98 to 115 G. Board Composition and Division of Responsibilities pages 100, 101, 112, 113 H. Role and Commitment of Non-Executive Directors pages 112 to 113 I. Board Support pages 98, 112 to 114 Composition, #### Succession, Evaluation Principle J. Board Appointments, Succession and Diversity pages 98, 105, 116 to 119 K. Board Skills and Experience pages 100 to 101, 116 to 119 L. Board Evaluation pages 114 to 115 Audit,Risk, #### Internal Control Principle M. Internal andExternal Audit Functions pages 123 to 126 N. Fair, Balanced andUnderstandable Assessment pages 126 and 166 O.Risk Managementand Internal Controls pages 92 to 97, 105, 120 to 126 #### Remuneration Principle P. Remuneration Policiesand Practices pages 128 to 165 Q. Developmentof Policy onRemuneration pages 128 to 165 R. Judgementand Discretion pages 128 to 165 Disclosureguidanceand transparency rules We comply with the Disclosure Guidance and Transparency Rules requirements forcorporategovernancestatementsby virtue ofthe information included in this section, together with the information contained in the Other Information section. The UK Corporate Governance Code 2018 is available at frc.org.uk. US corporategovernance As a result of the listing of the Company’s American Depositary Shares (ADSs) on the NYSE, the Company is required to meet certain NYSE requirements relating to corporate governance matters. Certain exceptions to these requirements apply to the Company as a foreign private issuer. For details of the significant differences between the NYSE requirements and the Company’s practices, please see page349. #### Governance ![]() BAT Annual Report and Form 20-F 2021 100 #### Board of Directors #### As at 10 February 2022 #### Governance Nationality: Brazilian Appointed: August2019 Experience: Tadeu joinedtheGroup in Brazil in 1992 and joined the Management Board as Director, Business Developmentin 2014, later becoming RegionalDirector,Western Europe in 2016, then Regional Director, Europe and North Africa in January 2018. He was appointed Director, GroupTransformationin January 2019 and, in addition to this role, he was appointed Deputy FinanceDirector in March 2019, before joining the Board as Finance Director in August 2019. AsFinance andTransformation Director, Tadeu’s roleincludes leadership ofthe designand delivery of the Group’s Quest transformation programmeto accelerate delivery of Group strategy. Relevant skillsand contribution to the Board: Tadeubrings broad experiencegained invarious national, regional and global finance and general leadershiproles, through his previous roles across the Group. These experiences makeTadeu particularly well-placed to contribute to the Group’s transformation and broaderstrategicagenda. External appointments: No external appointments. Nationality: French Appointed: Chief Executive since April 2019; Executive Director since January 2019. Experience: Jack joined the Group in 2004and wasappointed asChairman of British American Tobacco France in 2005,beforebecomingManaging Directorof BritishAmerican Tobacco Malaysia in 2007. He joined the Management Board as Regional Director for Western Europe in 2009, becoming RegionalDirector for the Americas in 2011, then RegionalDirectorfor Asia-Pacificin 2013. He became Chief Operating Officer in 2017 and Chief Executive Designate inNovember2018, before being appointed to the Board in January 2019. Relevant skillsand contributionto the Board: Jack brings significant management, innovation, and strategic leadership to the Board, developedthroughhis previous roles across many of the Group’s key geographies andareas ofbusiness. This enables him to effectively lead the Group and deliver our ambition to build A Better Tomorrow TM . External appointments: No external appointments. Nationality: German Appointed: August 2016 Experience: Marion’s extensive career includes ChiefFinancialOfficer positions at Celesio, Q-Cells and ThyssenKrupp ElevatorTechnology and, more recently,she has served as a member of a variety of supervisory boards. Relevant skillsand contributionto the Board: Marion brings significant financial expertise and operational experiencegained atan international level, having spent her working life managingbusinesses across Europe, the Americasand Asia. Herexperience as amember of various supervisory boards enables Marion to bring a range of insights to the Board’s discussions. External appointments: Vice Chairwoman of the Supervisory Board and Co-Chairwoman of the Presiding and Nomination Committee of ProSiebenSat.1 MediaSE; Supervisory Board member and Chairman of the Audit Committee ofHeinekenN.V. and Supervisory Board member, Chairman of the Audit Committee of Siemens Healthineers AG and independentdirectorof LONZA Group Ltd. (from 5 May 2022). Nationality: Canadian Appointed: Chairman since April 2021; Non-ExecutiveDirector sinceJuly 2017. Experience: Luc was President and Chief Executive Officer of Canadian NationalRailway Company from July 2016 until March 2018, having served as Executive Vice President and Chief Financial Officer since 2009. Previously, he was Executive Vice President of Power Corporation of Canada(an internationalfinancial services company) from 2005 to 2009. Luc was Chief Executive Officer of Imperial Tobacco Canadafrom 2003 to 2005 and Executive Vice President and Chief Financial Officer from 1998 to 2003. Luc previously served as an independentNon-ExecutiveDirector of Reynolds American Inc. from 2008 until itsacquisition by the Group. Relevant skillsand contribution to the Board: Luc brings significant financial, regulatory andconsumer business experience to the Board, together withextensive North American knowledgeand experience of enterprise transformation. External appointments: Gildan Activewear Inc. Nationality: British Appointed: September2020 Experience: Karen has held a variety of executive roles, including President and Director General of Colgate PalmoliveFrance, andChairman and ManagingDirectorof Colgate Palmolive UK Limited. She was formerlya Non-Executive Director of Electrocomponents p.l.c., Davide Campari-MilanoS.p.A, Paysafe PLC, Inchcape PLC,Samlerhuset BVand Swedish Match AB. Relevant skillsand contribution to the Board: Karenbrings valuable internationalexperience,particularly in marketing, sales and consumer goods insight to the Board. External appointments: Non- Executive Director of Amcor p.l.c. Dr Marion Helmes Non-Executive Director (56) Luc Jobin Chairman(62) Jack Bowles Chief Executive (58) Tadeu Marroco Finance and Transformation Director (55) KarenGuerra Non-Executive Director (65) Nationality: British Appointed: February 2015 Experience: Sue’sextensive career includes Director, Strategic and Business Developmentof Chime Group and a number of senior marketing and communications positions, including: Director of Marketing BBC, Corporate Affairs Director of Thames Television and Director of Communications of Vauxhall Motors. Sue is a former Chairwoman of both the Marketing Society and the Marketing Group of Great Britain. Relevant skillsand contribution to the Board: Sue contributes considerable expertise in relationto marketing, brandingand consumer issues, which are key areas of focus for the Board. External appointments: Non- Executive Director and Chair of the Remuneration Committeeof Accsys Technologies PLC;Non-Executive Director of Helical plc; and Non- Executive Director of Unlimited Group Ltd. Sue Farr Non-Executive Director (65) Nationality: British Appointed: January 2014 Experience: During his extensive career Savio has worked broadly in technology forGeneral Electric, BTR plc and Alibaba Group, China’s largest internetbusiness, wherehe wasboth Chief Operating Officer and, later, a Non-Executive Director. Relevant skillsand contributionto the Board: Savio brings significant business leadership experience to the Board, together with a deep knowledge of Greater China and Asia, an important region for the Group. External appointments: Co-Founder and CEO of A&K Consulting Co Ltd; Non-Executive Director of the Alibaba Hong Kong Entrepreneur Fundand CrossborderInnovative Ventures International Limited;Non-Executive Director and Advisory Board member of HomaerFinancial;Independent Non-Executive Director of GOGOX and Southern England Wines Ltd. SavioKwan Non-Executive Director(73) Nationality: American Appointed: July 2017 Experience: Up until April 2018, Holly was a Senior Advisor to Corsair Capital LLC, where she had previously served as Managing Partner and Co-Head of Infrastructure from 2015 until her retirement in 2017. From 2010 to 2015, she served as Co-Head of Citi Infrastructure Investors and prior to 2010 she held financial and executive management roles with American Electric PowerCompany, Inc. and Consolidated Natural Gas Company. Hollypreviously served as anindependent Non-Executive Director of Reynolds American Inc. from 2008until itsacquisition by the Group. Relevant skillsand contribution to the Board: Holly’s extensive internationaloperationaland financial management experience ina rangeof industry sectors enables her to make important contributions tothe Board. External appointments: Non- Executive Director of Flutter Entertainment plc; Director and Chair of the Governance Committee of AES Corporation; and Director of Arch Coal Inc. Holly Keller Koeppel Non-Executive Director (63) ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 101 Attendance at Board meetings in 2021 1 Attended/Eligible to attend Name Director since Scheduled 4 Ad hoc Luc Jobin 2017 6/6 2/2 JackBowles 2019 6/6 2/2 Tadeu Marroco 2019 6/6 2/2 Sue Farr 2015 6/6 2/2 KarenGuerra 2020 6/6 2/2 Dr Marion Helmes 2016 6/6 2/2 Holly Keller Koeppel 2017 6/6 2/2 Savio Kwan 2014 6/6 2/2 Dimitri Panayotopoulos 2 2015 6/6 1/2 DarrellThomas 2020 6/6 2/2 Richard Burrows 3(a) 2009-2021 2/22/2 Jerry Fowden 3(b) 2019-2021 1/1 2/2 Notes: 1.Number of meetings in 2021: The Board held eight meetings in 2021, two of which were ad hoc and convened at short notice, to review Board Committee andManagement Boardappointments. 2. Dimitri Panayotopoulos did not attend the ad hoc meeting in March due to prior commitments. Directors that are unable to attend Board or Committee meetings have the opportunity to provide their comments to the Chairman in advance of the meeting. 3. Composition: The Board of Directors is shown as at the date of this Annual Report and Form 20-F; (a) Richard Burrows retired as Chairman at the conclusion of the Company’s Annual General Meeting on 28 April 2021; and (b) Jerry Fowden stepped down from the Board with effect from 1 April 2021. 4.Number of meetings in 2022: Six Board meetings are scheduled for 2022. Nationality: Greek/British Appointed: SeniorIndependent Director since April 2020; Non-Executive Director sinceFebruary 2015. Experience: Dimitri was Vice Chairman and Adviser to the Chairman and CEO of Procter & Gamble (P&G), where he started his career in 1977. During his time at P&G, Dimitri led onsignificant breakthrough innovations and continued to focus on this, speed-to-market and scale across all of P&G’s businesses while Vice Chairman of all the Global Business Units. Relevant skillsand contribution to the Board: Dimitri hasextensive general managementand international sales andbrand building expertise, which enables him to makevaluable contributions to Board discussions on these important topics. External appointments: Senior Adviser at The Boston Consulting Group; Advisory Board member of JBS USA; Board Member of IRI; Board Member ofNorth AtlanticAcquisition Corporation; and Director of Airway Therapeutics Inc. Dimitri Panayotopoulos Senior Independent Director(70) Committee Chairman Executive Director Non-Executive Director Audit Committee NominationsCommittee RemunerationCommittee Nationality: American Appointed: December 2020 Experience: Darrell is currently Vice President and Treasurer for Harley- Davidson, Inc., havingpreviously held severalsenior finance positions includingInterim Chief Financial Officer for Harley-Davidson, Inc., Chief Financial Officer for Harley- Davidson Financial Services, Inc. and Vice President andAssistant Treasurer, PepsiCo, Inc. Prior to joining PepsiCo, Inc. Darrell had a 19-year career inbanking withCommerzbank Securities, Swiss Re New Markets, ABN AmroBank and Citicorp/Citibank where heheld variouscapital markets and corporate finance roles. Relevant skillsand contribution tothe Board: Darrellbrings extensive US, financial andregulatory experience to the Board. External appointments: Vice President and Treasurer for Harley- Davidson, Inc. (Darrell will retire from Harley-Davidson, Inc. on 1 March 2022); Board member of Sojourner Family Peace Center,Inc.; Independent Director of Dorman Products Inc.; and Non-Executive Director of Scotia Holdings (US) Inc. DarrellThomas Non-Executive Director (61) ![]() BAT Annual Report and Form 20-F 2021 102 #### Management Board #### As at 10 February 2022 #### Governance Nationality: British Kingsley was appointed Chief Marketing Officer inJanuary 2019. He joined the Group in 1996 and held various senior marketing positions priorto beingGeneral Managerin Russia. He was appointed to the Management Boardas Corporate and Regulatory Affairs Director in 2012. In January 2015, he was appointed Managing Director,Next Generation Products andthen asRegional Director, Americas and Sub-Saharan Africa in January 2018. Nationality: Belgian Johan wasappointed Regional Director, Europe and North Africa in January 2019. From 1January 2022, his roletitleis RegionalDirector, Europe. Johan joinedtheManagement Board in 2014 as Regional Director for Eastern Europe, Middle East and Africa, thenbecame Regional Director, Asia-Pacificand MiddleEast in January 2018. He has been with the Group for more than 25 years and his previous roles includeGeneral Manager inRussia, General Manager in Turkey and Global Brand Director for the Kent brand. Nationality: Australian Michaelwas appointedRegional Director for Asia-Pacific and Middle East in September 2020 and joined the Management Board at the same time. Previously, he was Area Director for Asia-Pacific and Global Travel Retail. MichaeljoinedBAT in 1999 andhas held several senior roles in the Group includingGeneral Manager (Papua New Guinea andCambodia) and RegionalManager, Asia-Pacific. Nationality: British David wasappointed Director, Research andScience inJanuary 2019,havingjoined the Management Board as Group Scientific Director in2012, leading R&D’s focus on potentially reduced-risk products. He has been with the Group for more than 20 years and was previously Head of International Public Health and Scientific Affairs, responsible for engagement withscientific, medical and public health communities. Nationality: New Zealander Guy was appointed President and CEO of Reynolds American Inc. in September 2020, having joined the Management Board asRegional Director, Asia-Pacificand Middle East in January 2019. Previously he was AreaDirector, Australasia Area. Guy joined the Group in 1993 and has held several senior roles in the Group includingArea Director,North Asia Area and Marketing Director, Russia. Nationality: Dutch Paul joined the Management Board asDirector, New Categories in January 2019. He has been with the Group for 14 years in various senior roles, including Regional Marketing Manager,Asia-Pacific and Middle East, Area Director, East Asia and Global Head of Marketing Futures. Nationality: Korean Hae InjoinedtheManagement Board as Director, Talent and Culture Designate in January 2019 and became Director, Talent and Culture in April 2019. Her role title changed to Director, Talent, Culture and Inclusion in November2020.She was previously Group Headof Talent and OrganisationalEffectiveness and has held several other senior HR roles in the Group, including RegionalHR Director,Asia-Pacific, and HRDirector, Japan and North Asia. Prior to joining the Group in 2008, she gained experience at Samsung, IBM Consulting Services and PricewaterhouseCoopers. Nationality: Italian/Argentinian Lucianojoined the Management Board as Regional Director, Americas and Sub-Saharan Africain January 2019. He joined the Group in 1992 and has held a wide range of roles, including Marketing Director in Venezuela, MarketingDirectorin Mexico and General Manager of BAT Mexico. Luciano was also Regional Marketing Manager for Western Europe and then Regional Head of Marketing, Americas andSub-Saharan Africa before his appointment to the Management Board. Nationality: Italian/Brazilian Marinajoinedthe Management Board as Director, Digital and Information in January 2019. She joined the Group as Chief Information Officer (CIO) in 2018, having previously served as Global CIO and Global Business Services SVP atAnheuser-Busch InBev,where she was responsible forinformation technology transformation, including consumer digitalmarketing. Nationality: American Jerry was appointed Director, Legal & External Affairs andGeneral Counsel in May 2015, having joined the Management Board as Group Corporate& Regulatory Affairs Director in January 2015. Jerry was RegionalGeneral Counsel, Asia- Pacific from 2010 to 2014, before becoming AssistantGeneral Counsel – Corporate &Commercial.He was a member of the Board of Reynolds American Inc. from February 2016 untilJuly 2017. JeromeAbelman Director, Legal & External Affairs and General Counsel (58) Hae In Kim Director,Talent, Culture & Inclusion (47) Michael Dijanosic Regional Director, Asia Pacific and Middle East (50) Marina Bellini Director, Digitaland Information (48) Paul Lageweg Director,New Categories(52) Johan Vandermeulen Regional Director, Europe (54) Luciano Comin Regional Director, Americas and Sub-Saharan Africa(52) Guy Meldrum President and CEO, Reynolds American Inc. (50) Kingsley Wheaton Chief Marketing Officer(48) Nationality: Pakistani Zafar was appointed Director, Operations in February 2021 and became a member of the Management Board at the same time. Previously, he was Group Head of New Categories Operations where he was responsible for successfully embedding anend-to-end supply chain for our New Category products to support theiraccelerated growth across the world. Zafar joined BAT in 1996 and has held several senior roles in the Group including Regional Head of Operations Asia Pacific & Middle East, Group Head of Plan, Service & Logistics, Regional Head of Plan and Service for Western Europe andHeadof Operations, Bangladesh. Zafar Khan Director, Operations (49) Dr David O’Reilly Director, Research and Science (55) Jack Bowles Chief Executive (58) See page100 for full biography Tadeu Marroco Finance and Transformation Director (55) See page 100 for full biography ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 103 #### Board Leadership The Board is collectively responsible to our shareholders for the long-term sustainable success of the Company and for the Group’s strategic direction, purpose, values andgovernance.The Board provides the leadership necessary for the Group to meet its business objectives within a robust framework of internal controls. The Board’s primary responsibilities are summarised on page 111. The Boardhas a comprehensive annual programmeof meetings to review the Group’s strategy and monitor performance across all elements of the Group’s business model. The Board’s strategic priorities for 2021 are identified within the keyperformance indicators set out on page 9. The Chairman sets structured meeting agendas in consultation with the Chief Executive and the Company Secretary. Key activities of the Board in 2021 are set out on pages 104 to 105. The Boardconsiders stakeholder interests in itsdecision-making on an ongoing basis. Examples of principal decisions made by the Board during the year, and how it considered the long-term consequences of decisions, stakeholder interests, the impactof operationson the environmentand corporate reputation inthose contexts, are discussed on page 110. Oversight of the impact of COVID-19 and the Group’s response remained an important focus for the Board throughout 2021. Howour governance framework supports our strategy An overview of our governance framework, including the structure of the Board and its principal Committees, is set out on page 111. As part of our internal controls framework, the Board has delegated certain authorities toexecutive management throughour Group Statement of Delegated Authorities (SoDA) to enable effective delivery of Groupstrategy. Our SoDA is designed to empower management at the right level of our organisation and promote high levels of accountability and ownership. Overseeing the implementation ofGroup strategy through our SoDA is one of the ways that the Board promotes robust corporate governance, risk management and internal controls across our Group. Our SoDA supports our Board members in managing their responsibility for promoting the success of the Company, in line with their directors’ duties. #### Our Purpose and Ethos Our purpose, to build A Better Tomorrow TM for allour stakeholders, isunderpinned by our ethos. We launched the BAT ethos in 2020, developed with significant employee input. It guides our culture and behaviours across our Group, enabling an organisation that is future fit for sustainable growth. We believe our ethos empowers our people and fosters avibrant, rewarding and responsible workplace. Its focus on diversity and inclusion enablesbetter understanding, connectivity and insights across our business. The Board is committed to supporting the Management Board in continuing to promote the BAT ethos in every area of our business. Read more about our purpose on page 27 and our ethos on page 69 #### Shaping and Overseeing Culture The Board considers the Group’s culture and activities promoting our ethos in a range of contexts throughout the year, including through workforce engagement. Key examples of the Board’s oversight of cultureare highlighted onpage 105. During 2021, Board oversight and monitoring of culture was supported by the Board’s annual review of the Group culture dashboard. This dashboardpresents a series ofinsightsmeasured over time across the organisation, including diversity at different levels, employee engagement (measured through our Your Voice global employee survey), leadership stability, employee retention, health and safety, and business conduct, including Speak Up allegations. Following review, the Board is satisfied that our culture is aligned with the Group’s purpose, strategy and ethos, and reflected consistently in our workplace policies and practices. Outside of the boardroom, the Directors typically participate in regular market and site visits to give them direct experience of our organisational culture in context. The Directors’ market and site visit programme continued to be impacted by travel restrictions in place due to COVID-19. Direct workforce engagement was instead enabled primarily through virtual forums in 2021 (discussed on page 108). Delivery with integrity How we execute our strategy is as important as its successful delivery. The Board remains focused on ensuring that we deliver with integrity in every aspect of our business. It is essential to our Group’s long-term, sustainable success that all our people act with consistently high standards of behaviour. We articulate this through our Group Standards of Business Conduct (SoBC). Compliance with our SoBC, in letter and spirit, is mandatory for all our people worldwide. Our SoBC holds everyone responsible for compliance, and every line manager across our business must act as a role model for high standardsof behaviour. The SoBC includes our Speak Up policy, reflecting the range of Speak Up channels for raising any concerns inconfidence (anonymously if preferred) andwithout fear of reprisal. The SoBC also includes our Lobbying and Engagement policy, reinforcing the requirement for all our engagement activities with governments, regulatorsand otherexternal stakeholdersto be conducted with transparency, openness andintegrity. Our SoBC is regularly reviewed and updated. A revised version of our SoBC was introduced in January 2022 (discussed on page 110). The Audit Committee is kept updated on SoBC allegations, and reports to the Board to enable Board oversight of behaviour falling short of our standards and the corrective action taken. Read more about our commitment to delivery with integrity and our Group Standards of Business Conduct on pages 56 to 57 #### Leadership Overview #### Board Leadership and Purpose We are Empowered We are Diverse We are Bold We are Responsible We are Fast ![]() BAT Annual Report and Form 20-F 2021 104 #### Board Activities in2021 Driving value fromcombustibles is acore priority for the Board, to deliver today and build ABetter Tomorrow TM . Continuedinvestment and development of New Categories to accelerate growth is a strategic focus of the Board’s agenda. 1 #### Step Change in #### NewCategories #### Performance #### Drive Value #### From Combustibles The Boardunderstands ourbusiness is enabled by simplifying our structures, embracing digital transformation, and rigorous cost management. Simplify the #### Business #### Board Leadership and Purpose Activities in 2021 – reviewing Groupperformance against strategy to accelerateNew Categories growth and KPIs, including New Categories revenue growth and market share; – reviewing industry and Group performance outlook intotalnicotine and by product portfolio; – reviewing consumer adoption, trading environment and competitorlandscape across New Categories portfolios; – reviewing our New Categories investment glidepath and innovation pipeline across all product portfolios; – reviewing the Group’s New Categories supply chain, its resilience, sourcing footprint and risk mitigation strategies (including in response to COVID-19); – reviewing regulatory landscapes in New Categories across key markets, with particular focus on the US and EU; – overseeing the development of strategic opportunities beyond nicotine, including Better Tomorrow Ventures’ portfolio investments and the Group’s acquisition of a 19.9% investment in Organigram Holdings Inc.; and – assessing principles for laying foundations in wellbeing and stimulation. Activities in 2021 – reviewing Group performanceagainst strategy to drive value from combustibles and KPIs, including value sharegrowth; – reviewingindustry outlook, trading environment and competitorlandscape; – understanding theimpact of growth in illicit trade, particularly in developing markets; – assessing the continuing impact of COVID-19 in highly impacted markets (such as South Africa and Brazil); – reviewing the impact of evolving tax regimes, with focus on excise tax developments in the US and Asia-Pacific; – assessing principles applied to prioritise developmentand investment in our brand portfolioto generate sustainable value to fund New Categories development;and – reviewingcombustible product portfolios, product development pipelines and developments in blending and productdifferentiationacross the Group’s drive brand portfolio, emphasising innovation that is consumer relevantwhilst reducing environmental impact. Activities in 2021 – reviewing Quantum implementation (part of Quest), including: effectiveness of Phase 1 organisational design and business unit simplification;impact of Phase 2 end market operating model and route-to-market optimisation; and progress in implementing Phase 3 UK head office restructuring; – oversight of progress against target savings to be realised through efficienciesimplemented under Quantum to release funds for investment; – oversight of initiatives to drive a step-change in portfolio complexity reduction, including drive brand portfolio consolidation and stock-keeping unit rationalisation, as part of the Group’s focus onstronger, global brands; – reviewing revenue growthmanagement capabilities and use of data and analytics to powerinsights andenhance forecasting anddecision-making; and – reviewing key aspects of digital transformationto deliver enhanced user experience for consumers and customers, leverage Digital Business Solutions technology hubs to increase efficiencies, and cyber security developments. The Enterprise of the Future The Boardsupports management’s drive toimplement ourQuest programme, as it recognises that, for the Group to reach its long-term sustainability ambitionsand to deliver its corporate purpose, it cannot rely onincrementaldelivery alone. In 2021, the Board reviewed progress on Quest’sfive capability accelerators (discussed to the right), via updates from the Executive Directors and other Management Boardmembers. The Finance and Transformation Director is the programme director for Quest and responsible forQuest implementation. Quantum Quantum’s objective is to simplify the organisation andgenerate funds through cost savings to reinvest in New Categories. Board oversight of Quantum is discussed above. Unleash innovation Increasing focus and investment in transformationalR&D, product innovation and partnering to create a powerful innovationeco-system. Empowered organisation Buildingan engaged,agile andhigh performing organisation thatcan deliver the Enterprise of the Future, with winning capabilities, accountable and empowered leaders, a fit for purpose organisational design with an ambitious diversity and inclusion agenda. Shaping sustainability Accelerating our path to becoming a truly sustainable enterprise and fulfillingour A Better Tomorrow TM purpose, through transparentengagement withscientists, regulators and policy-makers so that our strategy takes account of our views, and developing our New Categories science programmes whilst advocating for appropriate standardsand regulations. Technologyand Digital Driving digital transformation to unlock commercialvalue across ourentire value chain, usingdata and analytics and developingenhanced digitalcapabilities. Read more aboutour Quest programme and capability accelerators on pages 30 to 31. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 105 The Board emphasises that our strategy, business, and product portfolio be sustainable for the long term and meet our evolving societal responsibilities. The Board shapes and oversees the Group’s culture and ethos. Setting the ‘tone from the top’ is an important part of the Board’srole. The Board pays close attention to Group performance and financialmatters, internalcontrol, and integrity of reporting and risk management. Environmental, Social, #### Governance #### Ethos, Culture, PeopleFinancial and Risk Activities in 2021 – approvalof Group budget, consideration of capital allocation priorities, and oversight of resource allocation activities, to support strategy execution; – reviewing Groupfinancial performance against key performance metrics, current outlook, challenges and opportunities for growth in each region, and FX impacts; – reviewing Group half-year results, trading updates, year-end results and the Annual Report and Form 20-F; – reviewing share price performance and investor and broker perspectives; – reviewof interimdividend proposals and assessment of distributable reserves of the Company prior to dividend payments; – determining Group viability, taking into account current position and principal risks; – reviewing compliance with Group financing principles, including liquidity, capital allocation and netdebt/EBITDA; – reviewing the Group’s revolving credit facilities, refinancings, the Euro hybrid bond issuance, and debt issuance programmes; – reviewing Group cash flow performance and opportunities to optimise the balance sheet to enable investment, while reducing the carrying value of debt; – reviewing the appropriate levelof authority to allot shares to maintain future flexibility for the Company; – reviewing the Group risk register, and risk appetite in the context of strategic objectivesand emergingrisks; – reviewingevolving global product regulation, including US FDA regulation of menthol and flavours and evolving EU product and excise regulation; – reviewing status of litigation involving Group companies, including updates on the Canadian Companies’ Creditors Arrangement Act (CCAA) process in relation to Imperial Tobacco Canada; – reviewing Groupinsurance coverage; and – reviewing financial performance of associates of the Group periodically. Activities in 2021 – oversight of climate-related issues and opportunities for the Group and the approach to embeddingthe elementsof the TCFD framework across the Group; – reviewing environmental performance for the preceding year and progress against glidepathstowards achieving the Group’s environmental targets, including in relation to climate, renewable energy, water stewardship and recycling; – reviewing the Group’s ESG agenda, factors contributing to its increasing importance to key stakeholders, performance against ESG metrics and associated governanceand controls; – approvingrevised terms of reference for the Audit Committee to include responsibilities for engagementand monitoring of external providers conducting assurance over ESG metrics; – reviewingthe perspectives ofthe Group’s key stakeholders, the Group’s response tostakeholder perspectives, and theeffectiveness of engagement mechanismsused; – assessing the impact of COVID-19 on Groupoperations, and Group business continuity structures and plans to manage the Group’s response; – approving revisions to the Group’s Standards of Business Conduct and Supplier Code of Conduct, to take effect from 1 January 2022; – approvingthe annual ModernSlavery Act statementand annual ConflictMinerals Report; and – reviewing updates on compliance matters, including allegations of misconduct, reports from Speak Up channels and investigations, and the Group’s ‘Delivery with Integrity’ programme initiatives. Activities in 2021 – determining theindependence of Non- Executive Directors prior to proposing them for re-appointment at the Company’s AGM; – revising the composition of the Audit and Remuneration Committees, on the recommendation of the Nominations Committee; – approvingchanges to Management Boardcomposition, on the recommendation of the Nominations Committee; – reviewing proposed changes to the Directors’ Remuneration Policy, shareholder perspectives onnew policy proposals, responses toshareholder engagement, and adopting the new Directors’ Remuneration Policy for shareholder approval atthe 2022AGM; – approving revisions to Non-Executive Directorfees; – reviewing the outcomes of the annual board evaluation in 2021; – monitoringcorporate culture and its alignment with the Group’s purpose, ethosand strategy; – reviewing the Group’s talent strategy, employerbrand, diversity and inclusion agenda, andprogress against objectives; – reviewing approachto talent capability development, with a focus on capabilities needed for Group transformation; – considering feedback from the Group’s workforce engagement mechanisms; – reviewing the effectiveness of Speak Up channels; understanding theevolving impact of COVID-19 on the Group’s workforce and reviewing strategies for securing safe on-site environments, effective connectivity for remote working, andsafeguarding welfare; – reviewing health andsafety performance for the preceding year, targets for the coming year and action plans; and – reviewingthe funding positions relating to the Group’s retirement benefit schemes. ![]() BAT Annual Report and Form 20-F 2021 106 FY Results HY Pre-close HY Results FY Pre- close Chairman and/or Chair ofRem Co Chairman and/or Chair of Rem Co Strategy & performance Strategy & performance Strategy & performance ESG ESG Executive Management & IR Executive Management & IR Science /ESG Management Executive Management & IR Investor relations calendar 2021 #### Board Engagement #### withStakeholders #### Board Leadership and Purpose Annual investorrelationsprogramme A globalengagement programmeis conductedannually with shareholders, investors, potential investors andanalysts. Thisis led by the Chairman and Executive Directors, supported by the Investor Relations team. The Executive Directors presented our Full and Half-Year results and pre-close statements with investor Q&A calls. Presentations and transcripts are published on bat.com. In total we hosted 678 investor meetings in 2021 facilitated by virtual ways of working, covering 71% of our shareholder base with broad geographic coverageacross theUS, the UK, South Africa, Europe and other markets. Investor interaction encompassed a broad range of event formats, including our virtual attendance at 11 investor conferences, 14 investor roadshows and 4 salesforce briefings. We launched our new IR website in February 2021 (see Spotlight on shareholder communication on page 107) enabling us to further leverage our digital interaction with investors. We significantly increased our engagement on ESG topics (see Spotlight on ESG below), interacting with ESG-focused teams within ourinvestmentcommunity throughconference presentations and anESG roadshow.This engagementalso enabled investors to interact with members of our executive management team. In February 2021,Jack Bowles and Tadeu Marroco presented for the first time at the Consumer Analyst Group of New York (CAGNY) conference via a live webcast and Q&A to over 150 investors. These presentations focused onour strengths and capabilities across brandbuilding, digital, ESG, science andR&D and articulated our commitment to deliver valuefor our stakeholders, driven by our A Better Tomorrow TM purpose. ResultsResults Governance Roadshows Governance Roadshows Investor Roadshows Investor Roadshows ConferencesConferences Our Directors valueengagement with our shareholdersand wider stakeholders to understand theirviews andinformthe Board’s decision-making, strategy development and risk assessment. Shareholder and Investor Engagement The Boardis committed to open andtransparentdialogue with shareholders and investorsto ensure theirviews areunderstood and considered.The Chairmanand ExecutiveDirectors’ annual engagement programme is discussed below. The Senior Independent Director and other Non-Executive Directors are also available to meet with major shareholders on request. F e b r u a r y M a r c h A p r i l M a y J u n e J u l y S e p t e m b e r O c t o b e r N o v e m b e r D e c e m b e r SPOTLIGHT ESG Engagement We continue to build on our strong ESG foundations, with 2021 marking the 20th anniversary of our first Social Report in 2001. We increased our ESG engagement with investors through our investor relationsprogramme and we also hosted more than 40 ESG-specific meetings with over 100different investment institutions over the year. We participated in two dedicated ESG investor conferences where Dr David O’Reilly, Director, Scientific Research, hosted meetings with investors, supported by the IR team. At the Deutsche Bank Consumer Conference in June 2021, Kingsley Wheaton, Chief Marketing Officer, joined Dr O’Reilly to communicate our purpose of building A Better Tomorrow TM and reducing the health impact of our business. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 107 We launched our refreshed investor website in February 2021 alongside our results for FY 2020, taking into account investor feedback. As part of the refresh, site design was fully updated, improving user experience and making content easier to navigate. We also added new content areas, including: – Our investment case and our approach to ESG; and – Shareholder FAQ and regular consensus sharing. A new Investor News hub pulls our press releases, news and features together in one place for investors. An automated news alerts service is available to keep investors up to date. We are increasing our investor reach with live broadcasts of events, including results and conferences on our website, with playback slides and transcript available online. During 2021,the refreshed site has seen an 18% increase in traffic with over 417,000 visits. 2021 2021 2020 2021 % UK 40 United States29 South Africa9 Europe (ex. UK)16 Rest of world6 2021 % 2020 % Strategic focus 76 91 ESG focus 17 7 Governancefocus 7 2 Investor meetings: discussion focusInvestor meetings: geographic scope Update on 2021 AGM voting results All resolutions were passed at the Company’s AGM held on 28 April 2021 with the requisite majority of votes. However, we acknowledge the vote against received in relation to the 2020 Directors’ Remuneration Report and the resolution to renew the Directors’ authority to allot shares, which we address below. Directors’ RemunerationReport Following the 2021 AGM and continuing into 2022, we have engaged with abroad cross-section of our shareholders and advisory bodies, including a number of shareholders that voted against this resolution at the 2021 AGM, to understand their perspectives on management of executive pay. Details of this engagement and how the RemunerationCommittee has taken shareholder feedback intoaccount inshaping theproposed new Directors’ Remuneration Policy are set out on pages 128 to 132. Renewal of Directors’ Authority to Allot Shares In 2021, the Board reviewed the appropriate level of authority to allot shares to maintain future flexibility for the Company, and took into accountthe perspectives ofshareholders unable to support an authority to allot shares of up to two-thirds of issued share capital as sought at our 2021 AGM. In light of that review, the Board intends to propose shareholder approval of an authority to allot shares at a reduced level of up to one-third of issued share capital at our 2022 AGM, within the UK InvestmentAssociation’sshare capital managementguidelines. Full details of this resolution will be set out in the Company’s Notice of Meeting for our 2022 AGM. Howthe Board considers shareholder and investor views The Chairman, the Executive Directors and Remuneration Committee Chair regularly update the Board on their dialogue with shareholders and investors. The Board also receives updates from the Head of Investor Relations and our brokers on key issues raised by shareholdersand on stock performance. Shareholder andinvestorperspectives considered bythe Board in 2021 included transformation, New Categories strategy and performance, ESG targets, deleveraging, capital allocation and key regulatory developments. The Board takesshareholder feedback into account in decision-making and developing Group strategy (discussed further on this page and on pages 110 and 128 to 132). Annual GeneralMeeting (AGM) Our AGM is anopportunity for further shareholder engagement,for the Chairman to set out progress, and for the Board to answer questions. Our 2021 AGM was held whilst the UK Government’s COVID-19 ‘Stay at Home’ measures were in force, prohibiting public gatherings of more than two people. Given those restrictions, our 2021 AGM was convened with a minimum quorum of two shareholders in accordance with the Company’s Articles of Association. Shareholders were given the opportunity to submit questions about AGM business in advance of the meeting and responses to the queries received were published at bat.com/agm. Looking ahead, we plan to hold our 2022 AGM in person, subject to UK Government guidelinesapplicable at that time.Details ofour 2022AGM are set out on page 377. For disclosures required byparagraph 7.2.6of theDisclosure Guidance and Transparency Rulesand the Companies Act2006, see the Other Information section 678 meetings in 2021 463 meetings in 2020 678 meetings in 2021 SPOTLIGHT Shareholder communication ![]() BAT Annual Report and Form 20-F 2021 108 #### Board Engagement withStakeholders #### Continued #### Wider Stakeholder Engagement A broadrange of stakeholders areimportant tothe Group at local, regionaland functional levels. Keystakeholders are essential to our ability togeneratelong-term, sustainable value andwe identify them by applying anestablished stakeholder engagement framework, which takes into account strategic objectives and risks to the Group. Our key stakeholdersare referenced inour business model onpage 18, with an overview of their importance, what matters to them, and how we engage and respond to them set out on pages 20 to 21. Transparency of engagementis woveninto our Group policies, such as our Standards of Business Conduct and specific frameworks for stakeholderengagement. Matters reserved for the Board include responsibility for understanding the views of the Group’s wider stakeholders(including ourworkforce) and review ofthe effectiveness of engagementmechanisms. The Board conducted a review of key stakeholders in 2021. This included how engagementis conductedacross theGroup,stakeholders’ perspectives, and how the Board is kept informed of those perspectives where engagement is not at Board level. Following its review, the Board remains satisfied there iswell-established and effective engagement with the Group’s key stakeholders, which enables the Board to understand their perspectives. The Board will continue to monitor the ongoing effectiveness of stakeholder engagement. Where the Board does not engage directly withour stakeholders, it is kept updated so Directors maintain an effective understanding of what matters to them and can draw on these perspectives, includingin Board decision-making and strategy development. An overview ofhow theBoard engaged withwider stakeholders and maintained its understanding of their interests during the year follows below, with further information on page 72 and on page 165 in relation to workforceengagement on remunerationmatters. #### Board Leadership and Purpose UK Companies Act: Employeeengagement This section summarises the Directors’ approach to engaging with the Group’sworkforce,including employeesof UK Group companies, and how the Directors have regard to their interests. Further information is provided on pages 20 to 21, 70 to 73, and pages 163 to 165 in relation to remuneration matters. Further details regarding the effect of that regard are provided on page 110. The Board keeps up to date with the current views of our workforce through a combination of engagement methods across multiple channels at different levels of our organisation. These include town halls, works councils, webcasts, our ‘Your Voice‘ global employee survey, anddirect engagementthrough Directors’ market and site visits (discussed on page 72). Given the spread, scale and diversity of the Group’s workforce, the Board considers it effective to use this blend of established channels, augmented by structured reporting. These engagement channels, combinedwith Group-wide reporting structures to capture workforce feedback, cover all Group company employees and individuals contracted on a fixed-term basis toundertake permanentroles. Focus and action areas reviewed by the Board are then cascaded to our workforce. Engagement across our organisation remained a top priority in 2021, as COVID-19 continued to affect our organisation and ways of working. TheBoard reviewed ourworkforce engagement channels across the Group in 2021 and consolidated feedback from them. The overarching themes weretransformation,innovation,and staying connected (particularly in the pandemic context), highlighted below. Our Board’s usual programme of market and site visits allows Directors to engage directly with people across our organisation, but continued to be curtailed in 2021 due to COVID-19 restrictions. However, our Executive Directors led a series of virtual market visits and other forums to connect regularly with regional, local and functional teams (highlighted to left), and featured on our internal global news channel ‘BATV’. The Chairman delivered a personal video greeting to staff worldwide on his appointment and featured inour internal eZine. Our Executive Directors also presented global, functional andmarket webcasts including discussions on our purpose, ethos, strategy, performance and business outlook, in real-time with Q&A. The Board was briefed on London HQ return to site plans, staff perspectives on the positives and negatives, and how safeguarding measures would ensure a COVID-19 secure return for staff working on site. The Board noted that staff felt well-supported during the pandemic, and the need to balance the advantages of more flexible working practices going forward, with recognition of on-site working as a powerful catalyst for collaborative and cohesive teamwork. #### Our People SPOTLIGHT 6 Events with Directors 8 Events with Directors 7 Events with Directors 6 Events with Directors 8 Events with Directors \* Total virtual or face-to-face market visits or other forums by location /region/ central function that one or more Directors attended in 2021. APME AmSSA US Centre ENA 2021: Directors’ engagement forums\* Key priorities from workforce feedback Transformation Simpler, faster,stronger organisation Innovation Step change in New Categories Staying Connected –Focus areas are implementation of business simplification andchange management. –Initiatives in response to feedback include: Functional briefings on our Quest programme; live global webcast of the 2021Half Year results with Q&A; the ‘Technology Inspiring a Modern Enterprise’ global virtual summit; launch of a series of global webinars to developdigitalcapabilities. –Focus areas are New Categories strategy, footprint expansion and deepeningproduct knowledge. –Initiatives in response to feedback include: Regular updates on NewCategories product launches andsuccess stories from across the Group, virtual BAT R&D lab tour experience; bulletins spotlightingour Science & Innovation Report and NewCategories portfolios. –Focus areas are maintaining activestaff engagementand staffwelfare during thepandemic. –Initiatives in response to feedback include: regular guidancetostaff worldwide on measures to safeguard welfareduring the pandemic;interactiveglobal andregional briefings onESGand sustainability topics; and interactive eventstohighlight International Women’s Day. Read more aboutour approach toworkforceengagement Pages72 and 165 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 109 Our consumers are at the core of everything we do. Consumer- led innovation and product science are central to achieving our purpose of building A Better Tomorrow TM . We believe that our multi-category approach is the most effective way to appeal to thediverse preferences of adultconsumers worldwide. The Board is regularly briefed by the Executive Directors and senior management onproduct performance across all portfolio categories and how product offerings continue to evolve to satisfy adult consumer preferences. In 2021, the Board was updated on how we are responding to consumer views on safety and quality of New Categories products, and our contribution to developing voluntary industry standards invarious markets. The Board was also briefed on how we understand our consumers’ shift to digitaland e-commerce channels, andour development ofmobile e-commerce and subscription tools. Through its strategy sessions in 2021, the Board reviewed how we are actioning our wealth of consumer insights to support delivery of relevant product pipelines for a step-change in NewCategories performance. Whilst retailer, wholesaler and distributor relationships are managed at local market and business unit levels, the Board is briefed regularly on the Group’s route-to-market strategies and developments in the global retailenvironment. In 2021, focus areas for Board updates included our response to retail customer feedback onthe accelerating shift to e-commerce, including new tools for digital engagement roll-out across 40 markets, and how markets were adapting to maintain their engagement with customers, as COVID-19 impacts continue and beyond. The Audit Committee also reviews the Group’s Youth Access Prevention actionplans annually, including forNew Categoriesdigital channels. Our relationships with suppliers and contracted farmers are managed day-to-day by the Group’s Operations function and at local market level. The Board periodically reviews the Group’s supply chain strategies, supplier footprint and progress of sustainable agriculture and farmer livelihoodsprogrammes. In 2021, the Board was regularly updated on the impact of COVID-19 on our operations and supply chain, mitigation plans to avoid supply chain disruption, and initiatives tosupport suppliers. The Board reviewed the Group’s New Categories supplier network and geographic sourcing footprint, supply chain resilience and business continuity. The review focussed on sources of uncertainty and managing external impacts, throughincreasedautomation and efficiency improvements incollaboration withour suppliers. The Boardreviewed theannual ModernSlavery Statement, including commitments to ensure that operations are free from exploitation of labour and modernslavery,and the due diligence andmonitoring programmes underpinningthose commitments. The Board approved the revised Supplier Code of Conduct (discussed on page 110). TheBoardalso approved theCompany’sannual ConflictMinerals Report whichdetailsdue diligence undertakento determinethe origin of minerals at risk of being sourced in conditions of conflict. Read more aboutour approach toengagingwith consumers Pages 34 to 44 Read more aboutengagement with suppliers andfarmers Pages 3, 48, 53 to 55 Read more aboutcustomers and responsible marketing Pages57 #### Customers #### Suppliers #### Consumers We believe tobacco harm reduction can only be solved collaboratively, and that onlythroughcollaborativeeffort can effective regulation be developed to deliver public health objectivesand also enable real consumer choice. The Board is briefed on scientific engagement with regulators, public health bodies, and scientific communities. In 2021, this included updates covering engagement with the US FDA on vapour products, and the progress of US subsidiary Kentucky BioProcessing towards developing proprietary vaccine technology. At every regular Board meeting, the Board reviews a report from our Legal & External Affairs Director covering evolving product regulation,regulatory engagement,developmentsin excise tax, anti-illicittrade initiatives, litigationand compliance. For example, in 2021, these reports included briefings on developments in the US FDA’s approach to regulating menthol and flavours. The Board was also kept up to date on evolving product regulation and excise tax regimes, with focus on developments in the US and the EU, at its strategy sessions and through regular briefings from theChief Executive. The Boardwas briefed oninvestor and wider stakeholder expectationson sustainability policies, programmes and performance, including on alignment with the TCFD reporting framework and progress towards net zero carbon emissions. It also considered the Group’s range of responses tostakeholder feedback onthe environmental impact of our products. Examples included our work to enable Vuse’s certification as the first carbon neutralglobal vapour brand, our reduction of single use plastics in our New Categories products, and take-back schemes for New Categories. The Audit Committee regularly reviews the Group’s ESG performance against key metrics, and is briefed annually on our investment in community andcharitable initiatives. In 2021, the Audit Committee was briefed on enhanced due diligence and governance guidance for end markets and central functions when making charitablecontributions and providingin-kind support under the revised Group Community Investment Framework. The Audit Committee is also updated on engagement with tax authorities on material Group tax matters. The Non-Executive Directors regularly attend the Corporate Audit Committee and Regional Audit &CSR Committees, where societal and community perspectives at regional and local levels are discussed. The Audit Committee also reviews feedback from these Committees. UK Companies Act: Business relationships This section summarises how the Directors have regard to the need tofosterbusiness relationships withcustomers, suppliers and other externalstakeholders. Further information isprovided onpages20 to 21, Information regarding the effect of thatregardis provided onpage 110. Read more aboutour engagement withgovernments andwider society Pages 36 and 45 to 67 #### Society ![]() BAT Annual Report and Form 20-F 2021 110 #### Capital Allocation to Build A Better Tomorrow TM In approving the 2022 budget, the Board weighed a variety of imperativesfor a multi-year, balanced capitalallocation plan. The budget emphasises New Categories investment and builds on the Group’s investment in Organigram Holdings Inc. and portfolio investments by BTommorow Ventures to develop an ecosystem of capabilities, technologies and insights. This investment enables our strategy for long-term sustainability in nicotine and beyond. The budget is also designed to secure mid-term, high single digit EPS growth, achieveour shareholders’ deleverage expectations to maintain financial flexibility, and prioritise dividend distribution, whilst enabling commercial delivery across all categories in line with our guidance. Our capital allocation anticipates developingour portfolios in nicotine and beyond to meet evolving consumer preferences, underpinned by robust product stewardship, scientific research and collaborative innovation to meet those needs, and considers the environmental impact of our operations and the complexity of navigatingexternal fiscal and regulatory environments. Amongst other factors, the 2022 budget also takes into account workforce remuneration andcommercial arrangements with suppliers andcustomers. Key stakeholderperspectives taken intoaccount Shareholders and investors Customers Ourpeople Consumers Suppliers Governmentsand wider society #### Revised Standards of Business Conduct #### and Supplier Code of Conduct The Board approved revised Standards of Business Conduct (SoBC) and a revised Supplier Code of Conduct, applicable from 1 January 2022. These revised policies are aligned with our strategy and ethosand take accountof evolving external requirements and expectationsof all our stakeholdersfor highstandards of integrity in our business conduct. Our revised SoBC emphasises that a key driver to delivering our corporate purpose is our ethos, which guides our culture and behavioursacross the Group andenables an organisation future-fit for sustainable growth (discussed further on page 56). Our revised Supplier Code is aligned to our multi-category portfolio, sets expectations for suppliers to support our work to reduce the environmental impact ofour productsand operations, and reflects changes toour SoBC. Updates to these policies were informed by feedback from our staff and business partners, international standards such as the ILO Declaration on Fundamental Principles and Rights at Work and OECD Guidelines forMultinational Enterprises, andexternal benchmarking. Continuousdevelopmentof these policies demonstrates our commitment – within our organisation and in collaboration with our suppliers – to deliver results with high standards of integrity across our value chain. Key stakeholderperspectives taken intoaccount Shareholders and investors Customers Ourpeople Consumers Suppliers Governmentsand wider society #### Principal Decisions #### Madeby the Board #### Board Leadership and Purpose #### Shaping the 2022 Directors’ Remuneration Policy The Remuneration Committee conducted a comprehensive review of the current Directors’ Remuneration Policy during 2021, continuing into 2022. This review includeddetailed consideration ofthe alignment of executive remuneration with our strategy, long-term interests of shareholders, and how best to reflect our ESG ambitions in short and long-term incentives, specifically our commitment to reducing the health impact of our business. The review also took account of the pay policies and practices applicable to our wider workforce, and the importance of promoting performance-based pay. Policy-related considerations are discussed in further detail on pages [.] to [.] . The review was informed by external market practices, corporate governanceregulations, shareholder and governance advisory body guidelines, and advice from the Committee’s UK and US remuneration consultants, supported by the Director, Talent, Culture & Inclusion. The Committee discussed initial policy proposals with the Board, and took into account perspectives from the Chairman and other Directors on thoseinitialproposals, drawing ontheir ongoing dialogue with shareholders. The Committee Chair then led several rounds of engagement with institutional shareholders andgovernanceadvisory bodies, and the Committee evaluated feedback and had active regard to addressing it when finalising the policy proposals. The Board accepted the recommendation of the Committee to put forward the proposed 2022 Directors’ Remuneration Policy toshareholders forapproval at the forthcoming AGM. Key stakeholderperspectives taken intoaccount Shareholders and investors Our people Governmentsand wider society #### Progress Towards Net Zero Emissions The Board reviewed progress against the glidepath towards achieving the Group’s commitment to net zero value chain carbon emissions by 2050. This encompasses science-based targetsacross allemission scopes and is discussed on pages 47 and 61. In settingenvironmentaltargets, regard was hadto the emphasis placed across our key stakeholders –our shareholdersand investors, our people, our consumers, our customersand suppliers, and wider society – on the importance of responding to climate change and maintaining highstandards of environmentalmanagement, as well as to our broader, long-term sustainable success and corporate reputation. Costs associated with progressing towards these targets were takenintoaccount,balanced against the clearimperativeto continue taking action to address worldwide implications of climate change, demonstrating our commitment to act as a responsible organisation and businesspartner. Key stakeholderperspectives taken intoaccount Shareholders and investors Customers Ourpeople Consumers Suppliers Governmentsand wider society We define principal decisions as those decisions and discussions by the Board that are strategic or material to the Group and those of significance toany of our key stakeholders. Outlined below are some of the principal decisions made by the Board over the year, highlighting howthe Board considered relevant factors including keystakeholder perspectives, the environment, corporate reputation, and the long-term impact of decisions. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 111 #### Governance Framework Division of Responsibilities An overview of our governance framework is set out below. There is a clear and effective division ofresponsibility established between our Board, itsCommittees and operational management. Our Board Primary Board responsibilities include: – Groupstrategy andensuring resources are in place to meet objectives – Setting Group performance objectives and monitoringperformance – Groupbudget – Risk management andinternalcontrol – Periodic financial reporting – Annual Report & Accounts and Form 20-F approval – Dividend policy – Significant investments, disposals and corporate activities – Board, ManagementBoard and Company Secretary appointments and succession planning – Corporate governance – Group policies – Effective engagement with shareholders, our workforceand wider stakeholders – Assessing and monitoring culture and its alignment with Group purpose, values and strategy – Ensuring workplace policies and practices align withvalues andsupport sustainable success – Review of Speak Up channels and reports arising #### Audit Committee Remuneration CommitteeNominations Committee See page 120 for role and activities See page 116 for role and activities See page 128 for role and activities Monitors the integrity of financial reporting, independenceand effectiveness of the external auditors, assurance of ESG metrics, internal controlsandrisk management Recommends Boardand Management Board appointments; oversees developmentof executive talent pipeline Established theDirectors’ Remuneration Policy; determines remuneration forthe Chairman andexecutivemanagement #### Board Committees The Board has three principal Board Committees to which it has delegated certain responsibilities. The roles, memberships and activities of these Committees are described in their individual reportsin this section. Each Committee has its own terms of reference, available atbat.com/ governance. These are regularlyreviewed and updated where necessary, most recently in 2021 in respect of the Audit Committee. Following each Committee meeting, the Chair of each Committee provides a full briefing to the Board, including on decisions made and key matters discussed. Copies of the minutes of all Committees arecirculated to all Board members totheextent appropriate. The statement of matters reserved for the Board isavailableat bat.com/governance Board oversight of M&A transactions See page [298] Delegation of Authorities: As part of our internal controls framework, the Board delegates certain authoritiestoexecutive management through theGroup Statement of DelegatedAuthorities to enable effective delivery ofGroup strategy (see page 103). #### Management Board Management Board structure The Management Board is chaired by the Chief Executive and comprises the Executive Directors and 11 senior Group executives whose names and roles are described on page 102. Zafar Khan was appointed as Director, Operations with effect from 1 February 2021. Alan Davy stepped down from the Management Boardwith effect from 31January 2021. The Management Board is responsible for overseeing the implementation of Group strategy and policies set by the Board,and creating the framework for Group subsidiaries’ day-to-day operations. Management Board responsibilities Primary responsibilities of the Management Boardinclude: – Developing Group strategy for the Group’s product portfoliofor approval by the Board. – Monitoring Group operatingperformance. – Ensuring Group, regional and functional strategies and resources areeffective and aligned. – Managing thecentral functions. – Overseeing the management anddevelopmentof Grouptalent. ![]() BAT Annual Report and Form 20-F 2021 112 #### Our Approach to Division #### of Responsibilities #### Division of Responsibilities #### The Board comprises the Non-Executive Chairman, two Executive Directors #### andsevenindependent Non-Executive Directors. #### This section sets out the roles and division of responsibilities between #### theChairman, Executive Directors and Non-Executive Directors. #### Chairman #### Chief Executive Finance and #### Transformation Director #### Senior Independent Director #### Non-Executive #### Directors – Leadership of the Board and its overall effectiveness – Promotes constructive debate and effectivedecision-making – Sets the Board agenda – Facilitates Directors’ contributions – Interfaces with shareholders – Ensures effective shareholder engagement – Representational duties on behalf ofthe Company – Overall responsibility for Groupperformance – Leadership of the Group – Enables planningand execution of Group objectives and strategies – Stewardship of Group assets – Drives the cultural tone of theorganisation – Leadership of the Group in respect offinancial matters – Enables planning and execution of Group financial objectives and strategies – Leadership of the design anddelivery of the Group’s QUEST transformation programme to accelerate delivery of Groupstrategy – Leads review of the Chairman’s performance – Presides at Board meetings in theChairman’s absence – Chairs theNominations Committee when Chairman succession considered – Sounding board for the Chairman – Intermediary for other Directors – Available to meet with shareholders – Oversee Groupstrategy and resource allocation – Monitor Group performance and delivery of Group strategy – Oversee systems of control and risk management – Reviewmanagement proposals and provide strategic guidance – Scrutinise and hold to account performance against objectives – Bring external judgement, perspectiveand effective challengeto management #### Board Efficacy Board meetings during the year continued to be convened virtually due to continuing COVID-19 travel restrictions, with in-person meetings resuming in December 2021. Feedback from the annual Board evaluation confirmed that Board meetings continued to operate well and are considered to be chaired effectively. The Chairman facilitates constructive Board relations, supporting effective contribution fromNon-Executive Directors andpromoting a culture of openness and debate. The Chairman seeks a consensus at Board meetings but, if necessary, decisions are taken by majority decision. If any Director has concerns on any issues that cannot be resolved, such concerns are noted in the Board minutes. No such concerns arose in 2021. #### Non-Executive Director meetings – The Non-Executive Directors, led by the Chairman, meet following Board meetings on a regular basis. Additional meetings led by the Chairman, and without the Executive Directors present, are scheduled in theBoard calendar. – The Executive and the Non-Executive Directors also meet annually, led by the Senior Independent Director andwithout theChairman present, to discuss the Chairman’s performance. Role Responsibilities The responsibilities of the Chairman, Executive Directors andSenior Independent Directorare available at bat.com ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 113 #### Independence The Boardconsiders all Non-Executive Directors to be independent, as they are free from any business or other relationships that couldinterfere materially with, or appear to affect,their judgement. Luc Jobin was determined by the Board to be independent on his appointment as Chairman, as reported in the Company’s Annual Report and Form 20-F for 2020. The Boardhas determined Holly Keller Koeppel tobe independent, having taken into account her service on the board ofReynolds American as an independent, non-executive director. Luc and Holly were originally appointed to the Board in 2017 following the acquisition of Reynolds American Inc. (Reynolds American)and pursuant to theAgreementand Plan of Merger with Reynolds American. The Boardhas also consideredthe independence requirements outlined in the NYSE’s listing standards and has determined thatthesearemet by the Chairman and all the Non-Executive Directors. The Board considersthat itincludes anappropriate combination ofExecutive and Non-Executive Directors. #### Commitment Before appointingprospective Directors, the Board takes into account their other commitments and significant time commitments are disclosed prior to appointment. The letters of appointment for the Chairman and Non-Executive Directors set out their expected time commitment to the Company (see page 116). Any additional external appointmentsfollowingappointment to the Board require prior approval by the Board in accordance with the UK Corporate Governance Code. The Board assesses the significance ofany additional externalappointmentnotified byaDirector, supported by the Company Secretary. During 2021, the Board gave approval to Holly Keller Koeppel’s appointment as a non-executive director of Flutter Entertainment plc from 13 May 2021. This additional appointment was considered by the Board to be significant, but not to impair her ability to serve as a Director of the Company in view of the anticipated time commitment and given that she had stepped down as non-executive director of Vesuvius plc on 12 May 2021. Including the Company, Holly is currently a non-executive director of three listed companies. In 2021, the Board considered and gave approval to Darrell Thomas’ appointment as anindependent director ofDorman Products Inc. from 30 October 2021. The Board considered this additional appointment to be significant, but did not consider it to impair Darrell’s ability to serve as a Director of the Company as he would hold a total of two listed company mandates (within the voting guidelines of leading corporate governance advisory bodies). Following this appointment, Darrell is currently a non-executive director of twolisted companies, including the Company. #### Conflicts of Interests The Board has formal procedures for managing conflicts of interest. Directors are required to give advance notice of any conflict issues to the Company Secretary. These are considered either at the next Board meeting or, if the timing requires it, at a meeting of the Board’s Conflicts Committee. Each year, the Board also considers afresh all previously authorised situational conflicts. Directors are excluded from the quorum and votein respect of any matters in which they have an interest. In relation to Darrell’s appointment as a non-executive director of Scotia Holdings (US) Inc. from 4 February 2022, a potential situational conflict was reviewed and authorised by the Board as another company in the Bank of Nova Scotia group is a supplier to the Group inColombia (althoughthose supply arrangementsare not material and Darrell has no involvement in the operations of that supplier or BAT subsidiary operations in Colombia). The Board determined that these arrangements did not impact Mr Thomas’ independence as a Non-Executive Director of the Company. #### Directors Information and Advice Directors receive effective support to assist them in meeting their responsibilities under theUK Corporate Governance Code and discharging their directors’ duties, bothindividually and collectively. – Directors receive papers for review in good time ahead of each Board and Committee meeting. – Papers and presentations to the Board and its Committees include discussion ofspecific stakeholder considerations as applicable. – The Company Secretary ensures effective information flow within and between theBoardand itsCommittees, and between the Non-Executive Directors and senior management. – The Company Secretary, in conjunction with external advisers where appropriate, advises the Boardon all governance matters. – All Directors have access to the advice and services of the Company Secretary. The appointment and replacement of the Company Secretary is a matter for the Board. – A procedure is in place for all Directors to take independent professional advice at the Company’s expense if required. – Each Board Committee mayobtain independent legal orother professional advice, at the Company’s expense, and secure attendance at meetings of external participants if needed. #### Chairman induction Luc completed his Chairman induction programme in Q12021 following his appointment as Chairman Designate. Luc’s induction was conducted primarily through virtual meetings due to COVID-19 restrictions then in place. The programme included meetings with outgoing Chairman Richard Burrows and each of the Directors. Luc participated in a comprehensive series of briefings with seniormanagement, enablingin-depth discussion of strategic planning, business regions, product portfolios, digital transformation, ourethos, culture and sustainability agenda, shareholder and widerstakeholder engagement programmes, evolvingregulation, corporategovernance,and treasury, risk, and legal matters. Luc met with representatives of key shareholdersprior to the AGM in April 2021, and also attended sessions with the external auditpartner and theRemunerationCommittee’s UK and US consultants and introductory meetings with representatives ofkeyexternal business partners. SPOTLIGHT ![]() BAT Annual Report and Form 20-F 2021 114 #### Board Effectiveness #### Composition, succession, evaluation #### Board Induction All Directors receive a thorough and personalised induction on joining the Board, taking into account their skills, experience and scope of appointment. Luc Jobin completed his induction as Chairman in 2021, discussed below.Darrell Thomas completedhis Non-Executive Director’s induction in early 2021, as set out in the Annual Report and Form 20-F for 2020. #### Professional Development Non-Executive Directors receive a full programme of briefings during the year across all areas of the Group’s activities from the Executive Directors, members of the Management Board, the Company Secretary, other senior executives and outside advisors. During 2021, key briefings for the Board included cyber security, patent portfolios, evolving product regulation, and other regulations impacting the Group’s business and governance arrangements, for example, the UK Financial Conduct Authority’s consultation on the proposed introduction of new regulations to enhance disclosure of the diversity of boards and executive management. In the context of reviewing the Group’s climate strategy and enhanced sustainability targets, the Board wasbriefed on the objectives and requirements of the TCFD framework and stakeholder expectations onprogress towardsnet zero carbon emissions across operational supply chains. TheBoard also recapped on directors’ duties under Section 172 of the UK Companies Act 2006 as part of its annual review of Group stakeholder engagement. Committees of the Board are kept updated on developments within their respective remits. In 2021, the Audit Committee was updated on regulator and stakeholder expectations in respect of addressing climaterisks inannual reporting, UKGovernment proposals to reform audit andcorporategovernanceregulation, and in relation to revisions to applicable UK auditing standards and their impact. The Remuneration Committee was regularly updated by its external consultants on UK and US corporate governance developmentsimpacting executiveremuneration. Non-Executive Directors regularly attend meetings of the Group’s Regional Audit and Corporate and Social Responsibility Committees and Corporate Audit Committee to gain a better understanding of the Group’s regions and central functions and the risks faced by the business at market, regional and functional levels. The Chairman meetswith each Non-Executive Director individually towards the end of each year, to discuss their individual training and development plans. #### Board Review Process The performance and effectiveness of the Board, its Committees, the Executive and Non-Executive Directors and the Chairman were evaluated internally in 2021, facilitated by the Company Secretary. An external evaluation of the Board, its Committees andthe Directors was conducted in 2019, facilitated by Independent Audit Limited. The Chairman is responsible for the overall evaluation process and each Committee Chair is responsible for the evaluation of the performance and effectiveness of their Committee. The evaluations were conducted through a series of detailed questionnairesand all participants were requestedto provide commentary to support theirassessments. All Directors participated in the evaluation process, assessing the Board, the Committees of which they were a member or regularly attended in2021, and each of the Directors individually. In addition, several members of the ManagementBoard and other senior management participated in elements of the evaluation. Anonymised reports specifying the findings of the evaluations were prepared by the Company Secretary for the Board and each Committee. The Board and Committees then reviewed and discussed their respective reports and identified action areas for 2022 taking into account the evaluation findings. The Chairman received reports from the Company Secretary on the performance and effectiveness of all Executive and Non- Executive Directors (other than himself) in 2021 and he provided individual feedback to each Director. The Senior Independent Director received a report from the Company Secretary on theChairman’s performance and effectiveness, and led a discussion reviewing the Chairman’s effectiveness with the other Directors (without theChairman present). TheSenior Independent Director then provided feedbackto the Chairman. 1. Evaluate – Directors evaluateperformance and effectiveness of the Board, its Committees (as applicable) and each of the other Directors. 2. Report – The CompanySecretary collatesanonymised feedback and prepares reports for the Board, its Committees and each of the Directors. 3. Review and Action – Board Committees review evaluation outcomes, identify anyactions and provide feedback to the Board. – The Board reviews the evaluation outcomes andidentifies action areas. – The Chairman provides feedback to the other Directors. The Senior Independent Director provides feedback to the Chairman. 2021: Internal Board Review Process ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 115 2021 Evaluation: Outcomes and Actions The Board considers that it, its Committees and its Directors continue to function effectively and that the working relationships between the Board anditsCommittees continue to be sound. Leadership and culture The Board put their collective skillsets to good use in providing support to the Executive Directors’ drive to simplify the organisation and embed the BAT ethos. The Board continued to be adaptable in the face ofCOVID-19,and praised management’s consistent approach to prioritising staff welfare in 2021. The Chairman and two new Non-Executive Directors were welcomed to the Board, refreshing the skillsets and perspectives of an already diverse and experienced team. Non-Executive Directors were seen to be supportive in the developmentof strategy and offering appropriate challenge. The candid nature of their discussions with the executive team was highlighted as a good example of the open culture at Board and senior managementlevel. The organisation’s resilience was clear to the Board in 2021, notwithstanding constraints on spending time in the wider business. The Non-Executive Directors look forward toresuming their usual programme of market and site visits in 2022. Key Action for 2022 – Plan for Non-Executive Director market and site visits. Strategy The Board considered its strategy discussions to be effective, leading to strong strategic objective setting, and notably in driving the ESG and people agendas forward in the year. The Remuneration Committee has been focused on ensuring that strategic objectives are reflected in the Group’s remuneration strategy. Following up on actions arising from the 2020 Board evaluation to allow additional time for deep dives on strategic objectives and review of major initiatives, during the year the Board’s agenda included a series of in-depth reviews: for example on talent strategy, ESG agenda and the New Categories supply chain. The Board is keen to build on this into 2022 with further emphasis on thecompetitor landscape, scenario planning,and emerging issues and trends. Key Action for 2022 – More detail for the Board on the competitive landscape and consumer trends, with more time in the Board agenda for in-depthscenario analysis and planning. Composition and succession The Board regards its composition to be well balanced in termsof skills, experience,geography andgender, with recent appointments demonstrating its effectiveness at bringing the rightpeople aroundthe table. Following up on actions arising from the 2020 Board evaluation, the NominationsCommittee completed its skills profile for future non-executive directorsto support succession planning. The Nominations Committee is keen to see more of the executive management pipeline in 2022. Key Action for 2022 – Additional time to be allowed on the Board agenda for executive management succession planning. Risk management The continued focus on business controls and compliance is highly regarded by the Board, and the Board’s monitoring of key risks and oversight of compliance is considered to be effective. The Audit Committee’s oversight of the fundamental reporting environment was considered to be sound, with the Committee staying on top of key projects and activities. In the context of the Group’s transformational agenda, Directors noted the benefit of understanding the risks and stresses of extensive business change and the pressure points from a people perspective. Actions arising from the 2020 Board evaluation, to further enhance theBoard’s understanding ofstrategic opportunities and risks presented by evolving technologies, were followed up during the year. For example, the Board reviewed developments in cyber security and the Audit Committee assessed digital transformation risks and theapproach to managing risks identified. Key Action for 2022 – Further emphasis inthe Boardagenda on changemanagement in the context of the Group’s transformational agenda, including froma peopleperspective. Dynamics and information Board and Committee meetings are considered to be chaired effectively, andwell-supported by the Company Secretariat. The Chairman was recognised for his inclusive style and fostering open discussion. Agendas are seen as well-balanced between business critical items and governance matters. During the year the Board conducted several in-depth reviews of market analysis and the competitor environment in response to actions identified from the 2020 Board evaluation to emphasise time for these areas in the Board agenda. Key Action for 2022 – Additionalpre-read materialto beprovided for key presentations to enable greater time for discussion in Boardmeetings. ![]() BAT Annual Report and Form 20-F 2021 116 #### Nominations Committee #### Role As set out in the Terms of Reference, the Nominations Committee is responsible for: – reviewing the structure, size and composition of the Board and Management Board on a regular basis to ensure both have an appropriate balance ofskills, expertise, knowledge and, in relation tothe Board, independence; – reviewing the succession plans for appointments to the Board, theManagement Boardand Company Secretary to maintainan appropriate balanceof skills andexperience and to ensure progressive refreshing of both the Board and the Management Board; – making recommendations to the Board on suitable candidates forappointmentsto the Board, the Management Boardand Company Secretary, ensuring that the procedure for those appointments is rigorous, transparent, objective and merit-based and has regard for diversity; – assessing the time needed to fulfil the roles of Chairman, Senior Independent Director andNon-Executive Director, and ensuring Non-Executive Directors have sufficient time to fulfil their duties; – overseeing the development of a pipeline of diverse, high- performing potential Executive Directors, Management Board members and other senior managers; and – implementing the Board Diversity Policy and monitoring progress towards the achievement of its objectives, summarised on page 119. #### Key Activities in 2021 – Making recommendations to the Board in respect of Board Committee appointments, including appointment of Karen Guerra to the Audit Committee from 1 April 2021, as set out on page 120. – Making recommendations to the Board to appoint a new Director, Operations with effect from 1 February 2021, as set out atpage 111. – Analysis of the profile, skills and experience required of future Non-Executive Directors in the context of the Group’s purpose and strategy, to support Board succession planning activities. – Making recommendations to the Board in relation to Directors’ annual appointment and re-election at the AGM, discussed further on page 117. – Reviewing the Executive Directors’ and Management Board members’ annual performance assessmentsand assessing the developmentof candidates for Management Board roles. – Overseeing the Group’s diversity and inclusion agenda, its role in promoting an inclusive and high performing culture as part of the Group’s talentstrategy, andprogress in buildingdiverse talent pipelines and creating enablers across the organisation. – Reviewing the Committee’s effectiveness in 2021, following the Committee evaluation process, discussed on pages 114 to 115. #### Terms of Appointment to the Board Details of the Directors’ terms of appointment to the Board and the Company’s policy on payments for loss of office are contained in the current Directors’ Remuneration Policy, which is set out in full in the Remuneration Report 2018, in the Company’s Annual Report and Form 20-F for 2018 available on bat.com. The Executive Directors have rolling one-yearcontracts. Non-Executive Directors do not have service contracts with the Company but instead have letters of appointment for one year, with an expected time commitment of 25 to 30 days per year. #### Nominations Committee current members Luc Jobin (Chair) HollyKellerKoeppel Sue Farr Savio Kwan KarenGuerra Dimitri Panayotopoulos Dr Marion Helmes DarrellThomas Attendance at meetings in 2021 1(a),2(a) Attended/Eligible to attend Name Member since Scheduled Ad hoc Luc Jobin 2017 2/2 4/4 Sue Farr 2015 2/2 4/4 KarenGuerra 2020 2/2 4/4 Dr Marion Helmes 2016 2/2 4/4 Holly Keller Koeppel 2017 2/2 4/4 Savio Kwan 2014 2/2 4/4 Dimitri Panayotopoulos 1(b) 2015 2/2 3/4 DarrellThomas 2020 2/2 4/4 Richard Burrows 2(b) 2009 – 2021 1/1 2/2 Jerry Fowden 2(c) 2019– 2021 1/1 2/2 Notes: 1.Number of meetings in 2021: (a) the Committee held six meetings, four of which were ad hoc; and (b) Dimitri Panayotopoulos did not attend the ad hoc meeting in March, which was convened atshort notice,due toprior commitments. 2.Membership: (a) allmembers of theCommittee are independentNon-Executive Directors in accordance with UK Corporate Governance Code 2018 Provisions 10 and 17, applicable US federalsecurities laws and NYSElisting standards; (b) Richard Burrows ceased to be a member of the Committee on stepping down from the Board at the conclusion of the Company’s AGM on 28 April 2021; and (c) Jerry Fowden ceased to be member of the Committee on stepping down from the Board with effect from 1 April 2021. 3. Other attendees: the Chief Executive, the Director, Talent, Culture & Inclusion, and Group Head of Talent & Organisation Effectiveness regularly attend meetings by invitation but are not members. Luc Jobin Chair of theNominations Committee Nominations Committee termsof reference The Committee’s terms of reference align with the requirements of the Code. No changes were made to the Committee’s terms of reference in 2021. For the Committee’s terms ofreference seebat.com/governance #### Composition, Succession, Evaluation ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 117 #### Balance and Diversity The Board appreciates the benefits of diversity in all of its forms, withinits own membership and at all levels across our organisation. Our Non-Executive Directors come froma broad range of industry andprofessional backgrounds, withvaried experience and expertise alignedto the Group’s strategy. Biographies of the Directors, including a summary of their skills, experience and contribution brought to the Board,are set out on pages 100 to 101. The diversity of our Board is set out on this page and our Board Diversity Policy is discussed on page 119. #### Board Succession Planning The Board considers the length of service of the Board members as a whole and the need for it to refresh its membership progressively over time. The Nominations Committee is responsible for regularly reviewing the composition of the Board and Management Board to ensure both have an appropriate balance of skills, expertise and knowledge. The Committee is also responsible for identifying candidates for Board positions and ensuringthat all appointments are made on merit, against objective criteria, and with due regard for our Board Diversity Policy (see page 119). This process includes a full evaluation of candidates’ attributes and how these would augment the Board’s mix of skills, expertise and knowledge and involves interviews with a range of candidates. In 2021, the Committee assessed the profiles, skills and experience required of future Non-Executive Directors, taking into account the Group’s purpose and strategy. Following this assessment, the Committee developed candidate profile requirements to support Non-Executive Directorsuccession planning. Heidrick& Struggles 1 was appointed to support the Committee with future Non-Executive Director search activities in 2021. TheCommitteewillreportonthe process leading to the appointment of Krishnan ‘Kandy’ Anand as a Non-Executive Director from 14 February 2022 in the Annual Report and Form 20-F for 2022. #### Annual General Meeting 2022 With the exception of Marion Helmes , theCompany will submit all eligible Directors for re-election and, in the case of Kandy Anand, election for the first time. Prior to making recommendations to the Board in respect of Directors’ submissions for re-election, theCommittee carried out an assessment of each Director, including their performance, contribution to the long-term sustainable success of the Company and, in respect of each oftheNon-Executive Directors, theircontinued independence. In relation to the proposed reappointment of Savio Kwan, who will have served as a Non-Executive Director for just over eight years at the time of the 2022 AGM, the Committee conducted a particularly rigorous review, taking into account relevant considerationsincluding hisperformanceand his attendance record. The Committee concluded that Savio continues to make effective use of hisexperience,challenges management constructively and maintainsindependence of thought and approach, and consideredit appropriate to recommend to the Board that Savio be submitted for re-election at the 2022 AGM. The Chairman’s letter accompanying the 2022 AGM Notice confirms that all Non-Executive Directors being proposed for re-election are effective and that they continue to demonstrate commitment to their roles. #### Board Retirements Richard Burrows stepped down as Chairman andfromtheBoardwith effect from the conclusion of the Company’sAGMon28April2021. Jerry Fowden stepped down from the Board with effect from 1 April 2021. Marion Helmes will step down from the Board with effect from theconclusionoftheCompany’s AGM on 28 April 2022. #### Board Balance at 31 December 2021 Nationality of Directors American 2 Brazilian 1 French 1 British 3 Canadian 1 German 1 Greek/British 1 Length of tenureof Non-ExecutiveDirectors 0–3 years2 4–6 years3 7+ years3 Directors: Gender balance Male 6 Female 4 Directors: Ethnicity balance White 8 Ethnic minorities 2 2 Notes: 1.Heidrick& StrugglesInternational, Inc.is an independent executive searchfirm, compliant with the Standard and Enhanced Code of Conduct for Executive Search Firms. Heidrick & Struggles has no connections with the Company or its Directors other than in respect of provision of executive search services. 2. Applying UK Office for National Statistics ethnicity categories of: Asian; Black; Mixed/ multiple ethnic groups; Other non-white ethnic group, inalignment with the Parker Review. Balance of Non-Executive Directors and Executive Directors Chairman 1 Executive Directors2 Independent Non- Executive Directors7 ![]() BAT Annual Report and Form 20-F 2021 118 #### Nominations Committee #### Continued #### Composition, Succession, Evaluation Notes: 1.Applying UK Office for National Statistics ethnicity categories of: Asian; Black; Mixed/multiple ethnic groups; Other non-white ethnic group, inalignment with the Parker Review. 2.Senior Managementcomprises theManagement Boardand CompanySecretary in accordance with theUK Corporate GovernanceCode. #### Executive Succession planning As part of the Committee’s responsibility to oversee the development of a pipeline of diverse, high-performing senior management, it reviews succession plans and talent pools at short, mid and long-term time horizons for the Executive Directors, other Management Board members, and certain othermembers of seniormanagement. #### Talent Pipeline Development The Boardregularly reviews Group talentdevelopmentmore broadly, including progress on our talent and culture strategic priorities to: – attract the best talent , including development of a strong employerbrand and engagement with strategic talentpools; – develop future winningcapabilities through accelerating leadership and functionalcapability developmentand digital transformation; – enable an agileand empowered organisation through proactiveorganisationaldesign effectiveness, leaders who are accountable andempowered,and a strong learningculture; and – promote aninclusive andhigh-performing culture through a bold diversity and inclusion agenda, and strong leadership teams. Our talentand culture strategic priorities are underpinned by our Group diversity and inclusion agenda, discussed on pages 69 to 73. Progress in 2021 against our objective to develop a pipeline of diverse, high-performing senior managers is set out on page 119. #### Diversity and Inclusion Agenda Our diversity and inclusion agenda focuses on the core areas of drivingownership and accountability, building diverse talent pipelines and creating enablers. In the context of our talent and culture strategic priorities, the Board oversees and monitors progress of our Group diversity and inclusion agenda. In 2021, this included: – reviewing progress against the Group’s diversity and inclusion ambitions through to 2025, including to have women in 40% of senior leadership team roles and 45%of management roles, and a 50% spread of distinct nationalities in key leadership team roles; – the Group’s progress in gaining industry-leading employer certifications in diversity and inclusion and the Group’s ambitions to gain further recognition; – the roll-out of diversity and inclusion, LGBT+, and race and ethnicity allyship guides, including as part of leadership programmes; and – implementation of ourIGNITEreturners programmein multiple markets, which focuses on supporting experienced professionals return to the workplace after a career break. Our Strategic Report discusses our diversity and inclusion agenda and initiatives further, and provides details onthe representation of women and distinct nationalities in our workforce, and in our senior management population, on pages 69 to 73. #### Executive Management balance at 31 December 2021 Senior Management 2 and their directreports: genderbalance Male 80 Female 28 Management Board: Gender balance Male 11 Female 2 Management Board: Ethnicity balance White 11 Ethnic minorities  2 Management Board: Nationality French 1 Pakistani 1 Brazilian 1 Korean 1 American 1 Dutch 1 Italian/Argentinian1 New Zealand1 Italian/Brazilian1 British 2 Australian 1 Belgian1 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 119 #### Board Diversity Policy We believe that talent is our competitive advantage and diversity is a critical component of our success, providing better understanding, connectivity and insightto ourconsumers and our employees. ‘We are diverse‘ is one of the five key principles of our ethos, set out on page 69. Our commitment to promoting diversity across our organisation is reflected in our Group Standards of Business Conduct, discussed further on pages 56 to 57. We respect and celebrate each other’s differences and value what makes each of us unique. Diversity is takenintoconsiderationin determiningthe composition of ourBoard and ManagementBoard, through theapplicationof our Board Diversity Policy. Our Board Diversity Policy is aligned with our ethos. Our policy expresses how we think of diversity in its widest sense, as those attributes that make each of us unique. These include our race, ethnicity,cultural andsocial background, geographical origin, gender, age, any disability,sexual orientation, religion, skills, experience,education andprofessional background, perspectives and thinking styles. #### Objectives and Progress Update The objectives of our Board Diversity Policy (as applied in 2021) and progress against these objectives in the year are set out below. The Board complies with the recommendations on ethnic diversity made by the Parker Review. As at 31 December 2021, the representation of women on the Board was 40%, compliant with the recommendations on gender diversity made by the Hampton-Alexander Review. #### Our Commitment to Furthering Diversity When Marion Helmes steps down from the Board at conclusion of the 2022 AGM, and following Kandy Anand’s appointment as a Non-Executive Director, the representation of women on the Board will be 30% at conclusion of the 2022 AGM (40% at conclusion of the 2021 AGM). The Boardis fully committedto enhancingits gender balance so that women represent at least 33% of the Board prior to the Company’s following AGM in 2023. The Nominations Committee will be actively progressing its Non-Executive Director succession planning to meet this objective, supported by the Board Diversity Policy. In view of the UK Financial Conduct Authority (FCA) consultation on enhanced disclosure of the diversity of boards and executive management, the Board also anticipates that a revised Board Diversity Policy will be introduced during 2022, aligned to any new UK Listing Rules requirements implemented by the FCA. Objective in 2021Progress in 2021 Considering allaspects of diversity when reviewing the composition of, andsuccession planning for, the Board andManagement Board. – The Nominations Committee has regard to diversity in its widest sense, including attributessuch as gender, race, ethnicity,culturaland social backgrounds, and other personal attributes, when undertaking theseactivities. Considering awide pool ofcandidates acrossgenders for appointmentto the Board. – Executivesearch firmsare engaged to support Board andManagement Board succession planningwhere applicable andare requiredto provide gender-balancedshortlistsof candidates. Succession planningfor Executive Directors and Management Board members takes into accountpotential internal candidatesfrom across the Group and potentialexternal candidates. Maintaining at least 30% femaleBoard representation, with theambition of progressing towards further gender balance. – The representation of women on the Board was 40% as at 31 December 2021 (2020: 33.3%). Please refer to the note above in relation to representation of women on the Board in 2022. – Non-Executive Director succession planning takes into account the Board’s ambitionto further improvegender diversity. Giving preference,where appropriate, to engagement of executive search firms accredited under the Standardand Enhanced Codesof Conduct for Executive SearchFirms. – Where executive search firms are engaged to provide executive search services to support Board succession planning, preferenceis given to those that are accredited under the Standard and Enhanced Codes ofConduct for Executive Search Firms. Oversight of the development of a pipeline ofdiverse, high-performing potential ExecutiveDirectors,Management Board membersandother senior managers. – The representationof womenon theManagement Board was 15.4% as at 31December 2021 (2020: 15.4%) and remains so currently. Management Boardsuccession planning takesintoaccount the ambition to progress towardsimproved gender diversity. – Emphasis is placed on building diverse talent pools at all levels of the organisation through recruiting, developing and retaining diverse and high- performing talent. – In 2021, 47% of the Group’s external management recruits were women (2020: 43%) and women comprised 51% of our new graduate intake in 2021. – Please refer to pages 69 to 73 for further information about the Group’s diversity and inclusion agenda. ![]() BAT Annual Report and Form 20-F 2021 120 #### Audit Committee #### Introduction On behalf of the Audit Committee, I am pleased to introduce our report for 2021. The report sets out the Committee’s role and responsibilities, and discusses our activities during the year. Karen Guerra joined the Committee on 1 April 2021 and, later that month, Luc Jobin stepped down from the Committee on his appointment as Chairman. We welcome Karen and extend our thanks to Luc for his service to the Committee since 2019. We have addressed a series of important topics this year. We assessed climate-related risks and their impact on the Group to ensure robust processes are in place to identify, assess and manage climate risks in alignment with the TCFD framework. We also reviewed the approach to managing cyber security and digital transformation risks across the Group and our role in monitoring cyber security controls is now expressly recognised in the Committee’s revised terms of reference. We havegiven detailedconsiderationto arange of accounting matters during the year, including rigorous assessment of adjusting items. We also introduced a new Group accounting policy on biological assets in view of the Group’s acquisition of a non- controlling interest in Organigram Holdings Inc. Alongside these activities, we maintained our focus on safeguarding asound control environment, takingaccount ofthe continued impact of COVID-19 on ways of working. We monitored progress on the internal audit plan during the year and are satisfied the blended approach to remote and onsite audits continues to be effective. The internal audit plan approved for 2022 builds on these principles and is designed to be responsive to the evolving nature of Group risks. We appreciate theexpectationsof our shareholders and wider stakeholders for transparent,high quality reporting on ourESG metrics and progress on our sustainability agenda. Our Group sustainability reporting iswell established, includingprocedures for reporting ESG metrics and related information. To enhance this, we have extended the scope of external assurance of reported ESG metrics, overseen by the Committee under our revised terms of reference. Holly Keller Koeppel Audit Committee Chair #### Audit Committee current members Holly Keller Koeppel (Chair) KarenGuerra DarrellThomas Attendance at meetings in 2021 Attended/Eligible to attend Name Member since Scheduled 1(a) Ad hoc Holly Keller Koeppel 2(a),(b) 2017 5/5 0/0 KarenGuerra 2(a),(c) 2021 4/4 0/0 DarrellThomas 2(a),(b) 20205/5 0/0 Luc Jobin 2(d) 2019– 2021 2/2 0/0 Jerry Fowden 2(e) 2019– 2021 1/1 0/0 Notes: 1.Meetings: (a) the Committee held five meetings in 2021; (b) five meetings of the Committee are scheduled for 2022. 2. Membership:(a) allmembers of the Committeeare independentNon-ExecutiveDirectors in accordance with the UK Corporate Governance Code 2018 Provisions 10 and 24 and applicable USfederal securitieslaws andNYSE listingstandards. TheBoard has determined each Committeemember tomeet thefinancial literacy requirements applicableunder NYSE listing standards. Each member of the Committee has recent and relevant financial experience in accordance with the UK Corporate Governance Code 2018. The Committee members as a whole have competence relevant to the sectors the Group operates in; (b) Holly Keller Koeppel and Darrell Thomas are each designated as an audit committee financial expert in accordancewith applicableUS federalsecurities laws and NYSElisting standards; (c)KarenGuerra became aCommittee memberon 1 April 2021; (d)Luc Jobin ceased to be a Committee member on his appointment as Chairman from conclusion of the Company’s AGM on 28 April 2021; and (e) Jerry Fowden ceased to be a Committee member on stepping down from the Board with effect from 1 April 2021. 3. The Finance and Transformation Director attends all Committee meetings but is not a member. Other Directors may attend by invitation. The Director, Legal & External Affairs and GeneralCounsel, the Group Headof Internal Auditand theexternal auditors attend all meetings. 4.The Committee meets alone with the external auditors, and, separately with the Group Head ofInternal Audit, at the end of every Committee meeting. The Committee also meets periodically withmanagement. Holly Keller Koeppel Chair of the AuditCommittee #### Audit, Risk, Internal Control Audit Committeeterms of reference Revised terms of reference for the Committee were approved by the Board in September 2021. For the Committee’s terms ofreference seewww.bat.com/governance ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 121 #### Role As set out in its terms of reference, the Audit Committee monitors and reviews the: – integrity of theGroup’s financial statementsand any formal announcements relatingto the Company’sperformance, considering any significant financialreporting issues, significant judgements andestimates reflected inthem, beforetheir submission to the Board; – consistency of the Group’s accounting policies; – effectiveness of, and makes recommendations to the Board on, the Group’s accounting, internal accounting and other financial controls, auditing matters and business risk management systems; – effectiveness of the Group’s internal audit function; and – independence, performance, effectiveness and objectivity of the Company’s external auditors, making recommendations to the Board as to their re-appointment (or for a tender of audit services where appropriate), andapprovingtheir terms of engagement and the level of audit, audit-related and non-audit fees. Revisions to the Audit Committee terms of reference in 2021 Revised Audit Committee terms of reference were adopted by the Board in September 2021 to: – extend the remit of the Committee to include responsibilities for the engagementof externalproviders to conduct assurance over defined ESG metrics and related information in annual reporting, monitoring that assurance work, and reviewing its effectiveness, taking into accountapplicable regulatory and professional requirements; and – make express reference to the Committee’s role in monitoring cyber security controls as part of the Committee’s oversight of the Group’s internal controls and business risk systems. #### Key Activities in 2021 Regularwork programme – reviewing: – the Group’s annual results, half-year results, the application of accounting standards, and theexternal auditors’ reports where results are audited; – the Group’s external auditors’ year-end audit, including the key audit matters, critical auditmatters, materiality assessments and the Group’s control environment, and confirming the independence of the Group’s externalauditors; – the basis ofpreparation and accounting judgements; – the steps taken to validate the Group’s ‘going concern’ assessment at half-year and year-end and agreeing the process and steps taken to determine the Group’s viability statementat year-end; – adjusting items, applicable accounting treatments and the use of alternative performance measures; – the annualassessment of goodwilland intangibles impairment; – the accounting applicable to retirement benefits liabilities and assets; – the Group’s liquidity position, including current facilities and financingneeds; – the internal processes followed for the preparation of the Annual Report and Form 20-F and confirming that the processes appropriately facilitated thepreparation of anAnnual Report and Form 20-F that is ‘fair, balanced and understandable’; – the Group’s risk register, including prioritisation and categorisation of Group risks, and relevant mitigating factors; – oversight of management’s activities to ensure ongoing compliance with the US Sarbanes-Oxley Act of 2002 (SOx) (discussed on page 127); – the Company’s status as a Foreign Private Issuer for the purposes of US securities laws; – regular reports from the Group Head of Internal Audit on the internal audits of markets, business units, processes and operations, managementresponses to internalaudit findings and action plans put in place to address any issues raised; – the 2022 internal audit plan and progress against the 2021 plan; – annual and interim reports on the Group’s ‘Delivery with Integrity’ compliance programme (discussed on pages 56 to 57), and monitoring compliance with the Standards of Business Conduct (SoBC), and monitoring SoBC incident reporting and the effectiveness of ‘SpeakUp’ channels prior to review by the Board; – the Group’s sustainability performance onan annual basis, including performance against the Group’s ESG targets, the Group’s responsible marketing and youth access prevention activities, and the Group’s community investment activities in countries and communities in which the Group operates under the Group Strategic Framework for Community Investment, (discussed on page 54); – the outcomes of assessments of countries in which Group companies operate identified to have a higher degree of exposure to human rights risks in 2021, including local compliance with Grouppolicies, standards andcontrols and local measures in place to enhance human rights risk management; – periodic reports from the Group’s Corporate Audit Committee and Regional Auditand Corporate Social Responsibility Committees; – the annual report from the Group Head of Security on security risks, losses and fraud arising during the preceding year; – half-year and year-end reports on political contributions, (discussed on page 127); and – the Committee’s effectiveness, following the annual evaluation oftheCommittee (discussed on pages 114 to 115). Further specific matters consideredby the Committee inrelation to the financial statements: – segmental reporting: the Committee reviewed the application of segmental reporting in accordance with IFRS 8 ( Operating Segments ) and assessed that the Group’s financial reporting segmentationwould remain bygeography forthe 2021financial statements, with revenue disclosuresalso providedby product category (see note 2 in the Notes on the Accounts). – revisions to Group accounting policies: the Committee endorsed the introduction of a new Group accounting policy on biological assets in accordance with IAS 41 ( Agriculture ) to take effect from the acquisition by the Group of a 19.9% equity investment in Organigram HoldingsInc. – UK-adoptedIFRS: following the incorporation of IFRS standards into UK regulations at the end of the transition of the UK’s exit from the EU, the Group’s financial reporting is prepared under UK-adopted international accounting standards from 1 January 2021 onwards. – Euro Hybrid Bond issuance: theCommittee reviewedthe accounting treatment applicable to the €2 billion hybrid bond issuance and assessed its classification as equity in accordance with IAS 32 ( Financial Instruments ) and its impact on the earnings per share calculation (see note 11 in the Notes on the Accounts). ![]() BAT Annual Report and Form 20-F 2021 122 – goodwill andintangibles impairmentreview: the Committee reviewed management’sassessments ofthe carrying value of intangibles including goodwill (see note 12 in the Notes on the Accounts),with particular focus on: US Business: the Committee considered potentialregulatory changes in the US in relation to menthol in cigarettes and assessed that no impairment was required for US business goodwill or intangible assets and that retaining indefinite-life designationfor theNewport and Camel brand intangibles was appropriate; GTR: despite a delay in returning to normal operations after COVID-19, the Committee concurred with management’s assessment that there was no indication of impairment. Peru: the Committee reviewed the Group’s business in Peru and concluded that an impairment to goodwill or other intangibles of £54 million was required; Imperial Tobacco Canada (ITCAN): theCommitteeassessed that,notwithstandingongoingproceedings(including the CCAAprocess) in respect of Group subsidiary ITCAN, there wasno indication of impairment to goodwill; – changes in the Group: the Committeeconsideredthe accounting treatment in relation to the Group’s disposal of operations in Iran (concurring with the accounting for the disposal including treatment of costs and foreign exchange) and acquisition of an initial 19.9% equity investment in Organigram Holdings Inc.and concurred with management’s assessment to account for this as an associate ( see note 14 in the Notes on the Accounts); – hybridbonds: the Committee assessed the issuance of perpetual hybrid bonds, concurring withmanagement’s assessment for such to be classified as equity instead of borrowings;and – adjustingitems: the Committee conducted a rigorous assessment ofall adjusting items, including theappropriate application of adjusting items treatment to Quantum programme implementation costs (see note 7 in the Notes on the Accounts) and costs arising from the disposal of the Group’s operations in Iran (see note 6(f) in the Notes on the Accounts). Risk topics considered bythe Committee included: – risks relating to the continued impact of COVID-19 and the approach to incorporating those risks into existing risks to the Group managed under the Group’s risk register; – climate change risks and their impact on the Group, to ensure robust processes are in place to manage both physical and transitionalclimatechange risks, and annualreporting onthe identification, assessment andmanagement of thoserisks, in alignmentwith theTCFDframework; – risks related to ESG and the approach to incorporating ESG risks into existing risks managed under the Group’s risk register, toensure appropriateinternal standards, strategic plans, governance, monitoring and reporting mechanisms are in place to align with recognised international standards, meet external expectationsand identify emergingissues; – current and emerging risks in the context of the Group’s digital strategy, technology architectureand data management, with particular focus on digital transformation, cyber security, protection of the Group’s information systems and data, and the approach to managingthose risks; Significant accounting judgements andestimates considered by the Committee in relation to the 2021 financial statements: The significant accountingjudgements and estimates considered in relation to the financial statements for the year ended 31 December 2021 are summarised below. – the Group’s significanttax exposures: reviewing updates on corporate tax matters and reports from the Group Head of Tax on the status of the Franked Investment Income Group Litigation Order (FII GLO) and issues in various markets, including tax disputes in theNetherlands. The Committee concurred with management’s assessments and disclosures in respect ofthese (see note 31 in the Notes on the Accounts); – contingent liabilities, provisions anddeposits in connection with ongoing litigation: Imperial Tobacco Canada (ITCAN): monitoring the status of the ongoing Canadian Companies’ Creditors Arrangement Act (CCAA) proceedings under which Group subsidiary ITCAN filed for protection in March 2019 following the judgment of the Quebec Court of Appeal in the Quebec Class Action lawsuits. The Committee also reassessed the accounting treatment in respect of all other ongoing tobacco-related litigation to which ITCAN is a defendant and confirmed that it continued to be appropriate to make no provision in respect of that litigation, as it is not possible to reasonably estimate the amount of any potential settlement (see note 31 in the Notes on the Accounts) and that, whilst ITCAN is subject to the CCAA proceedings, it continued to beappropriate to consolidate ITCAN’s financial results in the Group financialstatements; Fox and Kalamazoo rivers: the Committee reassessed the provision in respect of the Fox River clean-up costs and related legal expenses and confirmed that the provision would continue to be retained at the prior year level (see note 24 in the Notes on the Accounts), although inherent uncertainties remain (see note 31 in the Notes on the Accounts). The Committee reviewed the position in respect of the Kalamazoo River claim and assessed thatnoprovisionshould berecognisedonthebasissetout at note 31 in the Notes on the Accounts; Reynolds American Companies: the Committeeconsidered and endorsed management’sapproach to accounting forthe Master Settlement Agreement and the Engleclass-action and progeny cases consistent with the prior year (see note 31 in the Notes on the Accounts); and VAT on social contributions in Brazil: the Committee assessed the accounting treatment applicable to claims made by a Group subsidiary in Brazil for refunds of VAT on social contributions made in Brazil (see note 31 in the Notes on the Accounts) and in relation to the disposal of part of the associated contingent asset (see note 5 in the Notes on the Accounts); – foreign exchange and hyperinflation: as the Group has operations in certain jurisdictions with severe currency restrictions where foreign currency is not readily available, including in hyperinflationary territories such as Venezuela, the Committee assessed management’s approach toapplicable accounting treatment and confirmed that methodologies used to determine relevant exchange rates for accounting purposes wereappropriate; #### Audit, Risk, Internal Control #### Audit Committee #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 123 – revisions to the Group’s risk appetite framework as it relates to the Group’s strategic objectives, and regular review of emerging risks to the Group prior to Board assessment; – the report on the effectiveness of the Company’s risk management system; – risks associated with continued exposure to interest rate changes on net finance costs, arising from existing and future refinanced debt; – re-assessment of risks consequent to the UK’s EU exit(Brexit) in the context of the Group risk register (including costs of capital, FX exposures, supply chain continuity, taxation, customs duty and talentmanagement), resulting inthe removal of Brexit- related risk from the Group risk register in view of impacts assessed as below threshold; and – Groupanti-bribery and anti-corruption,sanctions and supply chain controlsand compliance programme. For further information please refer to the Group Principal Risks on pages 92 to 97 and the Group risk factors on pages 315 to 337 #### External Auditors KPMG LLP (KPMG) were appointed as the Company’s auditors with effect from 23 March 2015, following a competitive tender process carried out in 2015. The Committee continually reviews its relationship with the auditors, including consideration as to when it next intends to complete a competitive tender process for the Company’s external audit. The Committee also reviews the quality of the audit and discusses opportunities for improvement with KPMG and management. These are taken into consideration in determining when the Committee next intends to complete a competitive tender process for the external audit. The Committee considers the relationship with the auditors to be working well and remains satisfied with their effectiveness. The Committee’s review of external auditor effectiveness is discussed on page 124. In view of this, and having considered the continued independenceand objectivity of the auditors, the Committee considers it to be in the best interests of the Company’s shareholders for KPMG to remain as auditors for the followingfinancial year. The Committee will continue to monitor this, taking into account theeffectiveness and independence oftheauditors andthe best interests of shareholders, and will ensure thatan audit tender is conducted no later than in respect of the 2025 financial year in accordancewith applicable lawand regulations. UK Competition andMarketsAuthority AuditOrder The Company has complied with the Statutory Audit Services Order issued by the UK Competition and Markets Authority for the financialyear ended 31 December 2021. Group Auditor Independence Policy (AIP) The Group has an established AIP, reflecting the requirements of applicable laws, to safeguard the independence and objectivity of theGroup’s external auditors and to specify the approval processes for the engagement of the Group’s external auditors toprovide audit, audit-relatedand othernon-audit services. The key principle of the AIP is that the Group’s external auditors may only beengaged to provide services in cases where the provisionof those services does notimpair auditor independence and objectivity. The Committee recognises that using the external auditors to provideservices can be beneficialgiven theirdetailed knowledge of our business. However, the AIP does not permit the Committee to delegate its responsibilities to the external auditors and the external auditors are only permittedto provide audit,audit-related and non-audit services inaccordance with the AIP. The AIP does not permit the external auditors to maintain a financial, employment or business relationship with any Group company, orprovide services to any Group company, which: – creates a mutual or conflicting interest with any Group company; – places the external auditors in the position of auditing their own work; – results in the external auditors acting as a manager or employee ofany Group company; or – places the external auditor in the position of advocate for any Group company. Audit services are approved in advance by the Committee on the basis of an annual engagement letter and the scope of audit services isagreed by the Committee with the external auditors. Subject to the restrictions specified in the AIP, the external auditors may also provide certain non-audit services with the prior approval ofthe Committee. The requirement for the Committee’s pre- approval of non-audit services may be waived only if the aggregate amount of all non-audit services provided is less than 5% of the total amount paid to the external auditors during the reporting year, where those services were not recognised to be non-audit services atthe time of engagement,and provided those services are promptly brought to the attention of the Committee and their provision is approved prior tocompletion of the audit in the relevant reporting year. The provision of permitted non-audit services must be put to tender if expected spend exceeds limits specified in the AIP, unless a waiver of this requirement, in accordance with the terms of the AIP, is agreed by the Finance and Transformation Director and notified to the Committee. The AIP: – requires Committee pre-approval for all audit, audit-relatedand other non-audit services, except in respect of non-audit services falling within the exceptions described above; – prohibits the provision of certain types of services by the external auditors, including thosewith contingent feearrangements, expert services unrelated to audit and other services prohibited by US securities laws and the Public Company Accounting Oversight Board; – prohibits the Chief Executive, Finance and Transformation Director,Group Financial Controllerand GroupChief Accountant from having been employed by the external auditors in any capacity in connection with the Group audit for two years beforeinitiation of an audit; – specifies requirements in respect of audit partner rotation, including for both the lead and the concurring external audit partners to rotate off the Group audit engagement at least everyfive years, and not to recommence provision of audit or audit-related services to the Group for a further five years; and – provides authority for the Committee to oversee any allegations of improper influence, coercion, manipulation orpurposeful misleading inconnection with any external audit, and to review any issues arising inthe course of engagement with the external auditors. ![]() BAT Annual Report and Form 20-F 2021 124 External audit fees The Committee reviews a schedule identifying the total fees for all audit andaudit-relatedservices, tax services and other non-audit services expected to be undertaken by the external auditors in the following year. Tax services and other non-audit services in excess of the tender thresholds referred to above must be itemised. Updated schedules are also submitted to the Committee at mid- year and year-end, so that it has full visibility of the Group spend on services provided by the Group’s external auditors. A breakdown of audit, audit-related, tax and other non-audit fees paid to KPMG firms and associates in 2021 is provided in note 6(i) in the Notes on the Accounts and is summarised as follows: Services provided by KPMG firms and associates 2021 2021 £m 2020 £m Audit services 18.2 18.6 Audit ofdefined benefit schemes 0.4 0.5 Audit-related assurance services 8.0 8.5 Total audit and audit-related services 26.6 27.6 Other assurance services 0.3 0.5 Tax advisory services –– Tax compliance –– Other non-auditservices –– Total non-audit services 0.3 0.5 Note: In 2021, non-audit fees paid to KPMG amounted to 1.1% of the audit and audit-related assurance fees paid to them (2020: 1.8%). All audit and non-audit services provided bytheexternal auditors in 2021 were pre-approved by theCommittee. External auditor effectiveness The Committee, on behalf of the Board, is responsible for the relationship with the external auditors. The Committee carries out an annual assessment of the Group’s external auditors, covering qualification, expertise and resources, objectivity and independence,and the effectiveness of the audit process. This assessment takes into account the Committee’s interactions with, and observations of, the external auditorsand considers arange of factors, including: – experience and expertise of the external auditors in their direct communication with, and support to, the Committee; – their mindset and professional scepticism; – their effectiveness in completing the agreed external audit plan; – their approachtohandling significant audit and accounting judgements; – content, quality and robustness of the external auditors’ reports; and – their provision of non-audit services, as noted above, and other matters that may impactindependence. The Committee’s assessment is also informed by an external audit satisfaction survey completed by members of the Group’s senior management. Nomaterialissues were identified duringthe external auditor assessment in 2021. The Committee is satisfied with the qualification, expertise and resources of its external auditors, and that the objectivity and independence of its external auditors are not in any way impaired by the non-audit services which they provide. The Committee has recommended to the Board the proposed re-appointment of KPMG at the 2022 AGM. The Committee Chair, Finance and Transformation Director, Director,Legal & External Affairs and General Counsel, Group Headof Internal Audit and the Company Secretary all meet with the external auditors regularly throughout the year to discuss relevant issues as well as the progress of the external audit. Any significant issues are included on the Committee’s agenda. Audit Partner Rotation In accordance with the requirements of the UK Financial Reporting Council (FRC) Ethical Standard andthe US SEC independence rules on partner rotation,the previous audit partner’s term concluded at the end of the 2020 year-end audit and the current audit partner’s tenure commenced from the start of the 2021 year-end audit. FRC review of Half Year report to 30 June 2021 The FRC carried out a review of the Company’s Half Year report to 30 June 2021. The FRC correspondence with the Company regarding the outcomes of that review confirmed there were no questions orqueries thatrequired substantive correspondence between the Company and the FRC. The outcomes of the FRC review of the Company’s Half Year report were reviewed by the Committee and have been taken into account in the preparation of the Annual Report and Accounts for the year ended 31 December2021. The review conducted by the FRC was based solely on the Company’s published Half Year report to 30 June 2021. The FRC’s review does not provide any assurance that the Half Year Report is correct in all material respects; the FRC’s role is to consider compliance with reporting requirements, not to verify the information provided. #### Risk Management and Internal Control Overview The Company maintains its system of risk management and internal control with a viewto safeguarding shareholders’ investment and the Company’s assets. It is designed to identify, evaluate and manage risks that may impede the Company’s objectives. It cannot, and is not designed to, eliminate them entirely. The system therefore provides a reasonable, not absolute, assurance against materialmisstatement or loss. A description of the principal risks that may affect the Group’s business is provided in our Strategic Report on pages 92 to 97. The main features of the risk management processes and system of internal control operated within the Group are described below. These have been in place throughout the year under review and remain in place to date. These do not cover associates of the Group. Board oversight During the year, the Board considered the nature and extent of the principal risks that the Group is willing to take to achieve its strategic objectives (its ‘risk appetite’) and its framework for maintainingsound risk managementand internal control systems. Risk appetite is reviewed annually by the Board to ensure that it is appropriate.Alongside a robust assessment of the principal risks and uncertainties facing the Group (including those that would threaten its business model, future performance, solvency, liquidityand viability), the Board also considers emerging risks which may challenge the Group’s ability to achieve its strategic objectives in the future. Each emerging risk is assessed by the Board on its potential impact and likelihood and, where applicable,incorporated into the Group’s risk register with appropriate mitigatingactivities. Emerging risks are kept under regular review by the Committee, prior to Board assessment. With the support of the Committee, the Board also conducts an annual review of the effectiveness of the Group’s risk management and internalcontrol systems. This review coversallmaterial controlsincluding financial,operational andcompliancecontrolsand risk management systems, with the Committee continuing to have a strong focus on IT systems and controls. #### Audit, Risk, Internal Control #### Audit Committee #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 125 Audit and Corporate Social Responsibility (CSR) Committee framework The Group’s Regional Audit and CSR Committee framework underpins the Audit Committee. It provides a flexible channel for the structured flow of information through the Group, with committees for each of the three Group regions, for the US business, and for locally-listed Group entities and specific marketswhereconsidered appropriate. The Regional Audit and CSR Committees are supported by Risk andControl Committees established at business unit level, and withincertain Groupfunctions where applicable. This framework ensures that significant financial,social, environmental, governance and reputational risks faced by the Group areappropriately managed and that anyfailings or weaknesses are identified sothat remedial action may be taken. The Group’s Regional Audit and CSR Committees are all chaired by an Executive Director, comprise members of the Management Board and regularly attended by one or more Non- Executive Directors. In addition, the Corporate Audit Committee focuses on the Group’s risks and control environment that fall outside the regional committees’ remit, such as central functions, and global programmes, processes and projects. Itcomprises members of the Management Board and is chaired by a Regional Director. One or more ofthe Non-Executive Directors also regularly attend meetings of the Corporate Audit Committee. External and internal auditors attend meetings of these committees and regularly have private audiences with members ofthe committees after meetings. Additionally, central,regional andindividual market management, alongwith Internal Audit, support the Board in its role ofensuring a sound control environment. Risk management Risk registers, based on a standardised methodology, are used at Group, functional, directly-reporting business unit (DRBU), and individual market levels to identify, assess and monitor the risks (both financial and non-financial) faced by the business at each level. Risks are assessed and prioritised at three levels by reference to their impact (high/medium/low) and likelihood (probable/ possible/unlikely). Mitigation plans are required to be in place to manage the risks identified, and progress against those plans is monitored. The risk registers are reviewed on a regular basis. Functional and regional risk registers are reviewed regularly by the relevant Regional Audit and CSR Committee or the Corporate Audit Committee, as appropriate. DRBU andmarket risk registers are reviewed as part oflocal Risk and Controls meetings. At the Group level, specific responsibility for managing each identified risk is allocated to a member of the Management Board. The Group risk register is reviewed regularly by a committee of senior managers, chaired by the Finance andTransformation Director. In addition, it is reviewed annually by the Board and twice yearly by the Committee. The Board and the Committee review changes in the status of identified risks and assess the changes in impact and likelihood. The Committee also conducts detailed reviews on selected risks, meeting senior managers responsible formanaging and mitigating them, so that it can consider those risks at a more granular level. As reported in the Company’s half-year report to 30 June 2021, the Group no longer maintains ‘market size reduction and consumer downtrading’ as a principal risk, due to the Group’s strategy to deliver long-term sustainable growth with arange of innovation and less harmful products. The Group’s current principal risks otherwise remain broadly unaltered from those maintained as at 31 December 2020. The Boardalso considered theGroup Viability Statement see page 92 of the Strategic Report @ For more information on risks see the Group Principal Risks on pages 92 to 97 and the Group risk factors on pages 315 to 337 Internal control Groupoperating companies and other business units are annually required to complete a controlsself-assessment, called Control Navigator, of the key controls that they are expected to have in place. Its purpose is to enable them to self-assess their internal control environment, assist them in identifying any controls that may need strengthening and support them in implementing and monitoring action plans to address control weaknesses. The Control Navigator assessment is reviewed annually to ensure that it remains relevant to the business and covers all applicable key controls. In addition, at each year-end, Group operating companies and other business units are required to: – review their system of internal control, confirm whether it remains effective, and report on any specific control deficiencies and the action being taken to address them; and – review and confirm that policies and procedures to promote compliance with the SoBC are fully embedded andidentify any materialinstances of non-compliance. The results of these reviews are reported to the relevant Regional Audit and CSR Committees or to the Corporate Audit Committee, and tothe Audit Committee, to ensurethat appropriateremedial action has been, or will be, taken where necessary. They are also considered by the SOx Steering Committee and the Disclosure Committee indetermining management’s opinionon theinternal controls over financial reporting(ICFR). Annual review The Financial Reporting Council’s ‘Guidanceon Risk Management, Internal Control and Related Financial and Business Reporting’ provides guidance in relation to issues of risk and internal control management and related reporting. The processes described above, and the reports that they give rise to, enable the Board and the Committee to monitor risk and internal control management on a continuing basis throughout the year and to review its effectiveness at the year-end. The Board, with advice from the Committee, has completed its annual review of the effectiveness of that system for 2021. The Board is satisfied that the system of risk and internal control management accordswith the UK Corporate Governance Code 2018 and satisfies the requirements for internal controls over financial reporting. ![]() BAT Annual Report and Form 20-F 2021 126 Internal Audit function The Group’s Internal Audit function is responsible for carrying out risk-based audits of Group companies, business units, and global processes. A separate Business Controls Team provides advice and guidance on controls to the Group’s businesses. The Group’s Internal Audit function works to a rolling 18-month audit plan, prioritising principal risk areas aligned to the Group’s risk register. During 2021, the Internal Audit plan was kept under regular review with the Committee, enabling flexibility to augment the plan to cover additional audit assignments in response to emerging risks where appropriate and ongoing monitoring of the continuing effectiveness of remote audit work. In 2021,internal auditscoveredvarious markets, manufacturing facilities in various locations and a range of other business activities, including business continuity planning, cyber and data security and access controls, IT infrastructure, supply chain compliance, leafsourcing, business transformation programmes, business to consumer (B2C) e-commerce channels and New Categories youth access prevention procedures. The Committee considered internalaudit findings andaction plansestablished to address anyissues identified. The scope of each internal audit is assessed for SOx impact and auditof applicable SOx controlsis included where relevant. Reviews of SOx controls and their effectiveness are primarily conducted by the Group’s Business Controls Team and assurance is also undertaken by the Group’s external auditors, see page 127. The Committee has approved the Internal Audit plan for 2022 and assessed its alignment with the Group’s risk register and coverage of Group risks. The design of the Internal Audit plan for 2022 builds on progress made in 2021, with enhanced use of data analytics, and takes account of the evolving nature of Group risks. The strategic priorities for Internal Audit underpin the design of the Internal Audit plan for 2022, with continued emphasis on New Categories and innovation in ways of working, whilst maintaining thorough coverage of core business activities, lines of defence and IT controls. The Internal Audit plan for 2022 anticipates the continuation of COVID-19 travel restrictions into 2022, balancing remote fieldwork and use of data analytics with focused site visits. The Committee reviews the effectiveness of the Group’s internal audit functionannually. The Committeeconsiders theInternal Audit function to be effective and to have the necessary resources to enable it to fulfil its mandate. Financial reporting controls The Group has in place a series of policies, practices and controls in relation to the financial reporting and consolidation process, which are designed to address key financial reporting risks, including risks arising from changes in the business or accounting standards, and to provide assurance of the completeness and accuracy of the Annual Report and Form 20-F. A key area of focus is to assess whether the Annual Report and Form20-F andfinancial statementsare ‘fair, balanced and understandable’ inaccordance with the UKCorporate Governance Code, with particular regard to: Fair: Consistencyof reportingbetween the financial statements and narrative reportingof Groupperformance and coverageof an overall picture of the Group’s performance; Balanced: Consistency of narrative reporting of significant accounting judgementsand keymatters considered by the Committee withdisclosures ofmaterialjudgements and uncertaintiesnoted in the financialstatements; appropriate use, prominenceand explanation of primary andadjusted performance measures;and Understandable: Clarity and structure of the Annual Report and Form 20-F and financialstatements, appropriateemphasis of key messages, and use of succinct and focused narrative with strong linkage throughout the report, to provide shareholders with the information needed to assess the Group’s business, performance, strategy andfinancial position. The Group Manual of Accounting Policies and Procedures sets out the Group accounting policies, its treatment of transactions and its internal reportingrequirements. The internal reporting of financialinformation topreparethe Group’s annual and half-year financial statements issigned off by the heads of finance responsible for the Group’s markets and business units. The heads of finance responsible for the Group’s markets and allsenior managers must also confirm annually that all information relevant to the Group audit has been provided to the Directors and that reasonable steps have been taken toensure full disclosure in response to requests for information from the external auditors. The Committee Chair participated in the 2021 Annual Report and Form 20-F drafting and review processes, and engaged with the Finance and Transformation Director and the Group Head of Internal Audit during thedrafting process. External assurance of ESG metrics and related information To further strengthen robust procedures in place for reporting ESG metrics and related information for the Group in the Annual Report and Form 20-F, the scope of external assurance over annual reporting of ESG metrics and related information has been extended, with the work of the external assurance provider overseen by the Committee under its revised terms of reference discussed on page 121. Following a competitive tender process, KPMG LLP were appointed as the external assurance provider in relation to defined ESG metrics and related information. The Committee approved KPMG’s provision of these services in accordance with the requirements of the Group Auditor Independence Policy.ESG metrics and related information subject to external assurance are identified in the assurance statementset out inour 2021ESGReport. #### Audit, Risk, Internal Control #### Audit Committee #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 127 SOx compliance oversight The Company is subject to certain rules and regulations of US securities laws, including the US Securities Exchange Act 1934 and SOx. SOx places specific responsibility on our Chief Executive and the Finance and Transformation Director to certify or disclose information applicable to thefinancial statements, disclosure controls and procedures (DCP) and ICFR. This includes our Chief Executive and Finance and Transformation Director giving attestations in respect of ICFR effectiveness under §404 of SOx. The Committee has oversight of processes established to ensure full and ongoing compliance with applicable US securities laws, including SOx. Two committees provided assurance during 2021 with regard to applicable SOx certifications. The Disclosure Committee reviews theCompany’sfinancial statements for appropriate disclosure, designs andmaintains DCPs, and reports to, and is subject to the oversight of, the Chief Executive and the Finance andTransformation Director. A sub-committee of the Disclosure Committee, the SOx Steering Committee, provides assurance that ICFR have been designed, and arebeing operated, implemented, evaluatedand disclosed appropriately, inaccordancewith applicable requirements and subject to the oversight of the Chief Executive and Finance and Transformation Director. The activities of this sub-committee are directly reported to the Disclosure Committee. The outputs from the Disclosure Committee and SOx Steering Committee were presented toand reviewed by the Committee. No material weaknesses wereidentified and the Committee is satisfied that, where areas for improvement were identified, processes are in place to ensure that remedial action is taken and progress is monitored. In 2021, the Committee also reviewed the scope of the external auditors’ SOx procedures, and received reports on their progress with their independentassessment of ICFR across the Group. Code of Ethics forthe Chief Executive and Senior Financial Officers The Company has adopted a Code of Ethics applicable to the Chief Executive, the Finance and Transformation Director, and other senior financial officers, as required by US securities laws and NYSE listing standards. No waivers or exceptions to the Code of Ethics were granted in 2021. GroupStandards of BusinessConduct (SoBC) The Committee is responsible for monitoring compliance with the SoBC, and reports on this to the Board. The SoBC requires all staff to act with a high degree of business integrity, comply with applicable laws and regulations, andensure that standards are never compromised for the sake of results. Every Group company andall staff worldwide, includingsenior management and the Board, are expected to adhere to the SoBC. The SoBC and the Group’s Delivery with Integrity compliance programme are discussed on pages 56 to 57. All Group companies have adopted the SoBC or local equivalent. Information on compliance with the SoBC is gathered at a regional and global level and reports of SoBC allegations, including details of the channelsthroughwhich allegations arereported, areprovided on a regular basis to the Regional Audit and CSR Committees, Corporate Audit Committee, and to the Committee. A breakdown of SoBC contacts and SoBC allegations reported across the Group in 2021 is set out on page 57. The SoBC and information on the total number of SoBC contacts and SoBC allegations reported in 2021 (including established breaches) is available at bat.com/sobc. Speak Up The Group maintains Speak Up channels which enable concerns regarding SoBC compliancematters, including concerns about possible improprieties in financial reporting, to be raised in confidence (and anonymously shouldan individual wish) without fear of reprisal. The SoBC includes the Group’s Speak Up policy, which is supplemented by local procedures throughout theGroup that providestaff with further guidance on reporting matters and raising concerns, and the channels through which they can do so. The Board periodically reviews the Group’s Speak Up policy and reports arising from Speak Up channels. The Speak Up policy was revised with effect from 1 January 2022 (as part of the revised SoBC). The Board is satisfied that the Group’s Speak Up policy and procedures enable proportionate and independent investigation of mattersraised, and ensurethat appropriatefollow-up action is taken. Read more aboutSpeak Up channels and Speak Up reports on page 57 Political contributions The Group does not make contributions to UK or European Union (EU) political organisations or incur UK or EU political expenditure. The total amount of political contributions made to non-UK and non-EU political parties in 2021 was £4,339,371 (2020: £4,851,616) as follows: Reynolds American Companies reported political contributions totalling £4,339,371 (US$5,970,975) for the full year 2021 to US political organisations andto non-federal-level political party and candidate committees in accordance with their contributions programme. Nocorporate contributions were made to federal candidates or party committees and all contributions were made in accordancewith applicable laws. All political contributions made by Reynolds American Companies are assessed and approved in accordance with Reynolds American’s policies and procedures to ensure appropriate oversight and compliancewith applicablelaws. In accordance with the US Federal Election Campaign Act, Reynolds American Companies continuetosupport anemployee- operated Political Action Committee (PAC), a non-partisan committee registered with the US Federal Election Commission that facilitates voluntary political donations by eligible employees of Reynolds American Companies. According toUS federal finance laws, the PAC is a separate segregated fund and is controlled by a governing board of individual employee-members of the PAC. In 2021, Reynolds American Companies incurred expenses, as authorised by US law, in providing administrative support to thePAC. No other political contributions were reported. ![]() BAT Annual Report and Form 20-F 2021 128 #### Annual Statement onRemuneration #### Remuneration Report #### Introduction I am pleased to present to you the Directors’ Remuneration Report for the year ended 31 December 2021 which sets out our role and the new Remuneration Policy. This report contains: – The Annual Remuneration Report, explaining how the current Remuneration Policy has been implemented during 2021; and – The new Directors’ Remuneration Policy, which will be put forward for a binding vote at the 2022 AGM. 2021 has been a year of further volatility as we have continued to manage the disruption arising from the COVID-19 pandemic across our business. We are incredibly proud of the collective effort made bythe Group’s employees and management teams as they have remained focussed on delivering growth, serving the needs of our customers and consumers, while managing through continued disruption. Our response to the pandemic has continued to be guided by our Ethos and our primary focus has been on looking after our people and protecting their health, safety, and well-being. Throughout the disruption caused by COVID-19 the Group has continued to focus on providing practical support to employees to navigate through thisunprecedented period andhas not enteredfurlough arrangements or made redundanciesas a result of thepandemic. #### Our Focus in 2021 We have completed the review of the Directors’ Remuneration Policy during 2021, which has focussed on opportunities to strengthenalignmentwith 1) the Group’sstrategy and ESG agenda, 2) shareholder and advisory body feedback arising from the AGM in 2021 and 3) an assessment of our position in the marketplace. Dimitri Panayotopoulos Chairman of the Remuneration Committee #### Index to our Remuneration Report Policy Report 1. Summary of our current Directors’ Remuneration Policy [133] 2.Overview of what our Executive Directors earned in 2021 and why [135] 3.Executive Directors’Remunerationforthe Year Ended 31 December 2021 [136] 4.Executive Directors’ Remuneration for the Upcoming Year [143] 5.Chairmanand Non-ExecutiveDirectors’ Remuneration for the Year Ended 31December 2021 [144] 6. Directors’ Share Interests [145] 7.Other Disclosures [148] 8.The RemunerationCommitteeand ShareholderEngagement [149] 9. Directors' Remuneration Policy for 2022 onwards [152] The following Annual Reporton Remuneration has beenprepared in accordancewith the relevant provisions of the Companies Act 2006 and as prescribed in The Large and Medium-sized Companies and Group (Accounts andReports) (Amendment) Regulations 2013 (the UK Directors’ Remuneration Report Regulations). @ Where required and for the purpose of the audit conducted in accordance with International Standards on Auditing (ISA) data has been audited by KPMG and this is indicated appropriately. @ Our priority has been to ensure that the Remuneration Policy: – Creates close, long-term links between the Group’s senior management and ourshareholders; – Enables the Group to attract and retain top quality talent in the global marketplace; – Directly supports Group strategy delivery and our A Better Tomorrow TM agenda, by rewarding high levels of sustainable long-termperformance in bothan appropriateand competitive manner; and – Continues to incorporate best practice policy features. In summary we are proposing no changes to the headline operation or quantum of our Remuneration Policy. Our overarching objective has been to ensure that the new Remuneration Policy reflects our corporate purpose and our primary ESG ambition, to reduce the health impact of our business. Specifically, we have sought through the new Remuneration Policy to: – Strengthen focus on revenue growth in New Categories; – Ensure focus on improving profitability in New Categories; and – Incentivise the continued financial performance of the Group. The Committee acknowledges that a significant minority of shareholders have been unable to support recentdecisions regarding fixed pay increases for Executive Directors and have sought fuller disclosures as to the Committee’s decision-making process, which has been reflected through voting on the Directors’ Remuneration Reports in 2020 and 2019. This has been a key considerationthroughoutthe Committee's review process andour report this year is structured differently to provide greater detail on the perspectives of shareholders and how the Committee has responded, which are set out in the following pages. #### Shareholder Engagement #### and New Remuneration Policy The latter part of 2021 was dedicated to a programme of engagement withshareholders onthe proposals which are contained in the new Remuneration Policy. We have engaged with shareholdersrepresenting 60% of our issued share capital, together with the Investment Association, Institutional Shareholder Services and Glass Lewis. Our objective has been to undertake a focussed review of the Remuneration Policy, building on the workundertaken in 2018 which introduced a variety of changes to our policy, including alignmentof Executive Directors' pensions arrangementswith those ofthe wider workforceand post-employmentshareholding requirements. Our current RemunerationPolicywas approved at the 2019 AGM with significant support from our shareholders. Our programmeof shareholder engagement has helped to refine proposals and ensure thatproposed changes to theRemuneration Policy are targeted and focussed. Initial feedback indicated: – That the proposals to strengthen the focus on New Categories performance within the short-term incentive plan (STI) and long-term incentive plan (LTI) are timely and appropriate for the Group, and – There were opportunities to reconsider some aspects of the proposed metrics for both the STI and LTI, such as the balance and weighting between metricsand somespecific performanceconditions. The tables on pages [129] and [130] summarise the proposals put forward bythe Committeeduring shareholder engagement, together with the key points of feedback received from shareholders and the adjustments made bythe Committeetaking into account the feedback received. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 129 Incentive plans – Short-Term Incentive Plan (IEIS) : The Group made changes to the IEIS for 2021 following engagement with shareholders and introduced New Categories revenue performance into the plan. Recent discussions with shareholders have focussed on opportunities to further strengthen prioritisation of New Categories performance, together with the incentivisation of the continued financial performance of the Group. The Committee considers that the proposed changes outlined below will strengthen alignment with the Group’s long-term strategy delivery and the interests of shareholders. #### Summary of Changes 2021measures OriginalproposalFinalproposal Short-term incentive Volume Share 15% Volume Share 10% VolumeShare 10% New Categories Revenue 20% New Categories Revenue 15% New Categories Revenue 15% Adj Profitfrom Operations 30% Adj Profitfrom Operations 25% Adj Profit from Operations 25% Deleverage (ex FX) 35% Adj Cash Generated From Operations 30% Adj Cash GeneratedFrom Operations 30% New Categories Contribution 20% New Categories Contribution 20% Proposed change and rationale (I) The introduction of a new measure ‘New Categories contribution’ with a 20% weighting. This measure will incentivise year-on-year improvement in New Categories profit contribution in line with the Group’s pathway to profitability by 2025. Further details are provided on page [143] . Shareholder feedback Shareholders have welcomed the introduction of ‘New Categories contribution’ to the IEIS as both timely and relevant. Some shareholders indicated that they need to understand how they may assess performance in this area, as at present the Group does not disclose details forNew Categories contribution. Committee response The introduction of this new measure will be accompanied by a change in Group reporting from 2022 where we will provide revenue and category contribution as separate disclosures. Performance targets for this measure will be disclosed in the normal manner, following the close of the performance period. Proposed change and rationale (II) The introduction of ‘adjusted cash generated from operations’ with a 30% weighting. This measure will ensure continued focus on cash generationto fund further leverage reductions and returns to ourshareholders. Further details areprovided onpage [143] . This measure will replace the ‘deleveraging excluding foreign exchange’ measure – the Committee is pleased with the progress made to de-lever the balance sheet over the last two years towards our medium-term corridor of 2-3x, to the point that it is felt more appropriate to re-focus on cash performance within the IEIS. Shareholder feedback Shareholders have in generalbeen supportive of the proposed change. However, adjusting items within this measure have generated mixed views among some shareholders, with some expressing discomfort with adjusting for restructuring costs and litigation settlements, while other shareholders have been comfortable to adjust for litigation settlements onthe basis that these are unpredictableand outside ofmanagement control. Committee response The Committeehas considered thefeedback carefully andunderstands shareholder viewsregardingadjustingfor restructuring costs, which may be considered as an ongoing cost of doing business for purposes of the performance measure. Consequently, adjusting for restructuring costs has been removed from the performance measure. Litigation settlements are considered unpredictable and outside of management control, accordingly, adjusting for these have been retained as part of this measure. Proposed change and rationale (III) Minor adjustments were proposed to the weightings for the ‘Group share of key markets’ measure (from 15% to 10%), the ‘New Categories revenue’ measure (from 20% to 15%) and the ‘adjusted profit from operations’ measure (from 30% to 25%). Shareholder feedback The majority of shareholders have been supportive of the proposed re-weightings, with some specific questions raised to understand the balance of weighting between performance measures. Committee response Weightingsweremaintained asoriginally proposed duringshareholder engagement. TheCommittee consideredit appropriate to retain a slightly higher weighting for the ‘adjusted cash generated from operations’ measure given the Group’s continued need to focus on cash generationto support returns to shareholdersand provideflexibility withcapital allocation. The introduction of the ‘New Categories contribution’ measure also further strengthens the focus within the IEIS on financial performance, whereby financial metrics represent 75% of the weighting within the plan. ![]() BAT Annual Report and Form 20-F 2021 130 #### Annual Statement onRemuneration #### Continued #### Remuneration Report Incentive plans – Long-Term Incentive Plan: Changes are made with the aim of reflecting our corporate purpose more directly, in particular our commitment to reduce the health impact of our business as part of our A Better Tomorrow TM agenda. These changes take into account shareholder feedback and focus on harm reduction as an imperative to delivering long-term sustainable growth, as follows: #### Summary of Changes 2021measures OriginalproposalFinalproposal Long-term incentive Adjusted revenuegrowth 20% Adjusted revenue growth 20% Adjusted revenuegrowth 15% EPS (current / constant) 40% EPS (current / constant) 20% EPS (current / constant) 30% Cash Conversion 20% Cash Conversion 20% Cash Conversion 20% Relative TSR 20% Relative TSR (streamlined comparatorgroup) 20% Relative TSR (streamlined comparatorgroup) 20% New Categories revenue growth 20% New Categories revenue growth 15% Proposed change and rationale (I) The introduction of a new measure ‘New Categories revenue growth’, with a 15% weighting. Our strategic objective is to provide long-term sustainable growth for our shareholdersand thisperformancemeasure is directly alignedwith ourtransformationambitions andstated targets and will measure future growth in New Categories. Further details are provided on page [144] . Shareholder feedback The majority of shareholders have been supportive of the introduction of this new measure. Some shareholders have wanted to understand the basis of measurement and the relationship with the ‘New Categories revenue’ metric in the IEIS. When we presented our originalproposals, some shareholders requested thatthe Committeereconsider therelativeweightbetween revenue measures and EPS, such that there is a greater balance between profit delivery and revenue growth. Committee response The inclusion of New Categories revenue growth in both the IEIS and LTIP is an important step given New Categories growth is a critical part of our long-term strategy and ESG agenda. The IEIS measure will continue to provide focus on in year delivery, while the LTIP measure will focus on cumulative and sustained performance over a 3-year period. The Committee understands the views expressed by shareholders and as a result has adjusted the original proposals such that the weighting for the ‘New Categories revenue growth’ and ‘adjusted revenue growth’ measures have been reduced from 20% to 15% and the weighting for the ‘adjusted diluted earnings per share’ measure has been increased from 20% to 30% to increase the overall proportion based on profitability versus the original proposals. Proposed change and rationale (II) The ‘relative total shareholder return’ (TSR) measure is retained with the current weighting of 20%. The comparator group of companies has undergone a review as the constituents have been in place since 2013, other than the addition of the Altria Group in 2019. A review of comparator companies was believed to be timely and relevant considering changes in the Group’s business over the last 8 years, our strategic focus and ambition to become to multi-category, new-category led business. The review exercise has aimed to deliver a more focussed and relevant comparator group comprised of businesses which are adjacent to the Group’s, well correlated and broadly comparable in terms of their size and scale. The final constituents represent the tobacco, soft drinks, alcohol and fast moving consumer goods sectors. Back testing of the comparator group changes for past awards confirmed that these changes would not have impacted vesting under the TSR measure. Further details are provided on page [144] . Shareholder feedback The majority of shareholders have expressed comfort with the proposed comparator group changes and the intent to ensure the TSR comparator group is well calibrated and relevant for the future. A small number of shareholders had requested that additional specific companies were considered for inclusion in the comparatorgroup. More broadly, the Committee is aware that relative TSR can attract strong and often conflicting opinions, with a small number of shareholders expressing a preference for the removal of the measure from the LTIP. Committee response The Committee is pleased that the comparator group changes have been met with support and has taken into consideration feedback as to the composition of the group. Consequently, Swedish Match, which was not part of the original proposal, will be included in the new TSR comparator group from 2022. The Committee remains of the view that the relative TSR measure is an important component of the LTIP and helps to maintain alignmentwith shareholderinterests, a view whichis sharedby themajority of ourshareholders. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 131 These changes to performance measures will apply to the IEIS from 2022 and to new awards made under the LTIP from 2022 for the Executive Directors and the Group’s wider management population. Importantly they will ensure that the Group’s transformationambitionsand corefinancial delivery are appropriately reflected in both the IEIS and LTIP. #### Wider Themes from Shareholder Engagement ESG measures: A small numberof shareholdershave enquired whethertheCommitteeconsideredtheintroduction ofbroader ESG measures to either the IEIS or the LTIP. The Committee gave consideration to broader ESG measures as part of the policy review process. In view of our primary ESG commitment, to reduce the health impact of our business, and accordingly, the importance of sustainable New Categories growth, the Committee concluded that the proposed changes to IEIS and LTIP would focus on incentivising delivery of our corporatepurpose and statedambitionsof delivering £5 billion in revenues in New Categories by 2025, reaching profitability in New Categories over the same time period and the continued transformationof our portfolio. Discussions withshareholders have confirmed there is consensus that this is the right approach for the Group at this time, being both directly linked to Group strategy delivery and quantifiable. TheRemuneration Committee willcontinue to monitor ESG measures and we will continue to drive performance across our comprehensive suite of objectives across all areas of ESG, which are discussed in the Strategic Report. Returnsmeasures :A discrete group of shareholders have expressed a preference for a Returns-type measure within the LTIP. While the Committee concurs that this is an important metric for the business to continue to track, it believes there are other important metrics to focus remuneration on at this time. We expect the Group’s return on capital performance will over the near to medium term be driven by organic profit growth which is a key performance metric already represented in the IEIS and LTIP. Further, at this stage of our transformation journey the Committee believes the IEIS and LTIP should be focussed on measures more closely linked to the Group’s transformation agenda (such as New Categories revenue growth and category contribution) and key financial performance measures (such as adjusted profit from operations, EPS and cash). The Committee will continue to keep metric formulation and the orientation of our incentive plans under review asour transformation journeyprogresses. ExecutiveDirector remuneration :A significant minority of shareholders have been unable to support recentdecisions regarding fixed pay increases for the Executive Directors and have requested fuller disclosures as to the Committee’s decision-making process in thefuture. During our engagement, shareholders have provided their feedback on decisions made in 2020 and 2021; while the rationale followed by the Remuneration Committee at the time has been understood, shareholdershaveexplainedtheir expectationof restraint with regard to fixed pay increases in future, with the majority wishing tosee an employee average-ledapproach. The Remuneration Committee has considered the matters raised byshareholders in detail and the approach to be taken in 2022 is set out on page [132] . I wouldlike tothank our shareholders, and wider stakeholders who have worked with us, for their feedback and help to maintain an ongoing andtransparent dialogue regarding executive remuneration. #### Group Performance The performance measures included in our incentive plans are closely aligned with the Group’s strategy and the metrics as set out in the Strategic Report. The Group has delivered a strong performance in 2021, accelerating growth in New Categories, delivering on its leverage commitment and advancing the ESG agenda while managing the ongoing impacts arising from the COVID-19 pandemic. The performance targets set by the Committee early in the year have remained unchanged throughout the2021 performance period. Target setting for 2021 assumed a rate of recovery from lockdown impacts in emerging markets and Global Travel Retail, while expecting ongoing disruption from further lockdowns elsewhere in the Group, together with prolonged travel restrictions and excise shocks. A key focus area of target setting was growth in the New Categories business, founded on geographic expansion, growth in the consumer base and achieving leadership of the Vapour category in the US. Target setting also assumed a continuing strong profit performance in developed markets driven by an increase in pricing. The impact of price increases and consequent flow through to revenue and profit growth was expected to be constrained by less favourable geographical mix due to the weighting of the post-pandemic volume recovery towards emerging markets. In order to meet profit objectives ambitious cost savings were also embedded inthe targets, anticipated to be delivered from product costs and the continued simplification of the organisation. The Group’s continued emphasis on deleveragingwas reflectedin a stretchtargetwhich was calibrated in anticipation of further strong delivery in operating cash flow conversion as well as the Group delivering against its profit targets. #### 2021 Short-term Incentive The Group has delivered combustibles and THP volume share gains of 6 bps over performance in 2020 together with a robust performance with growth in New Categories revenue at constant rates of 50.9% and growth in adjusted profit from operations at constant rates of 5.2%. In addition, there has been continued progress with the deleveraging ambition (excluding foreign exchange) with a full year performance of -0.50x. These results are reflected in the outcomes for the IEIS, for which the corporate result across the four measures (Group’s share of key markets, New Categories revenue, adjusted profit from operations and deleveraging excluding foreign exchange) was 85.7%. #### 2019 Long-term Incentive The Group has delivered a compound annual growth rate in Group revenue of 5.3% at constant rates through the three year 2019 to 2021 period, a compound annual growth rate in adjusted, diluted EPS of 6.8% at constant rates and a corresponding operating cash flow conversion ratio of 101.0% at current rates over the same period. These results are reflected in the outcomes for the 2019 LTIP award, for which the corporate result across relative total shareholder return (TSR), adjusted diluted EPS, adjusted revenue growth at constant rates and the operating cash flow conversion ratio, results in a vesting in March 2022 of 49.1%. The vesting result reflects, through the relative TSR measure, movements in the Group’s share price during the performance period. The Committee applied a downward adjustment at grant to the 2019 LTIP award, whereby the number of shares awardedwere calculated on the basis of the Group’s closing share price on25 February 2019, increased by 15%. This adjustment was made in recognition of the decline in Group share price over the preceding twelve months. Given the share price is below that used to determine the grant, the Committee are comfortable that there has been no windfall gain. ![]() BAT Annual Report and Form 20-F 2021 132 #### Annual Statement onRemuneration #### Continued #### Remuneration Report Following evaluation of the formulaic outcomes for both the 2021 IEIS and 2019 LTIP, the Committee considered the results against the underlying performance of the Group and the experience of our shareholders. TheCommittee concluded that theoutcomes were a fair reflection of performance delivered in what continues to be challenging and volatile market conditions and no adjustments were required. In addition, share price fluctuations are reflected throughout the Executive Directors’ remuneration, in the vesting and holding periods as well as their individual shareholdings. The performance against the key measures that delivered the IEIS and LTIP remuneration outcomes are summarised on pages [137] and [138] . #### Executive Director Remuneration The Remuneration Committee has considered in detail the views of shareholders and widerstakeholders with respect to annual salary reviews and the management of executive pay. This topic was discussed at lengthwith shareholdersduringour engagement on the Remuneration Policy. The Committee has also given due consideration to the total remuneration positioning of the Executive Directors in relation to the wider market, their individual performance, and the level of pay increases for UK employees generally. Pay increases for UK employees are expected to range between 0% and 7.2%, based on performance in the prior year, with the average of employee increases falling within the 2.6% to 3.8% range. The Remuneration Committee has decided that the salaries of the Chief Executive and the Finance and Transformation Director will be maintained at their current levels, with no further increases to apply in April 2022. #### Pay and Transparency The Remuneration Committee recognises the importance of considering executive compensation in the broader context of the Group’s workforce and the role that large organisations may play in encouraging greater transparencyin thisrespect. Consequently, from 2022 the Group has broadened the scope of its pay equality reportingas follows. #### Gender Pay: UK In March 2022, we will be publishing data relating to UK Gender Pay in line with the statutory requirements. As a result of our continued focus we have seen an improvement in both our mean and median pay gaps by 3 percentage points when compared to 2020 and an improvement inthe median bonusgap by 7percentagepoints compared to 2020. These improvements are attributable to increased time at level among senior femaleemployees reflecting our commitment to continue to nurture and retain our female talent in more senior roles. The Group is committed to driving further progress in this area and has a comprehensive set of diversity initiatives in place which are explained further on pages [3] to [5] in our Diversity and Inclusion Report. #### Gender Pay: International Business We will also be publishing in March 2022 voluntary disclosures on gender pay for our international business. We felt it important to complement the statutory reporting for the UK with a broader view of the Group. Our international business gender pay data includes gender pay information from a cross section of key markets, representing each of the Group’s regions and functions. Further details areincluded on pages [7] to [10] in our Diversity and Inclusion Report. #### Ethnicity Pay: UK During 2021 we completed a data gathering exercise with the help of UK employees. I am delighted to say that 77% of employees in the UK supported this effort and this has allowed the Group to complete a review of UK ethnicity pay data. Further details are included on page [11] in our Diversity and Inclusion Report. We will continue to review our approach to ensure the Group providesas much transparencyas is practicable in this important area. #### Looking Ahead to 2022 The annual report on remuneration details remuneration in2021 and the decisions made by the Remuneration Committee during this period. The new Remuneration Policy will be put forward for a binding vote at the 2022 AGM. The Group has delivered a strong performance in 2021 and I believe that our proposed new Remuneration Policy supports Group strategy, drives pay for performance and meets the needs of our stakeholders in a consideredway. I wouldonce againliketo thank our shareholdersand wider stakeholders for the direct engagement andfeedback duringthis past year on both our remuneration policy and practices. I look forward to continuing this dialogue in 2022. DimitriPanayotopoulos Chairman, Remuneration Committee [10] February 2022 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 133 #### 1 Summary of Our Current Directors’ Remuneration Policy This section provides a summary of the Remuneration Policy for the Executive Directors and the Non-Executive Directors that was approved by shareholders at the AGM on25 April 2019 and was in place during the year ended 31 December 2021. The full Directors’ Remuneration Policy is set out in the Remuneration Report 2018 contained in the Annual Report for the year ended 31 December 2018, which is available at bat.com. As referenced in the Annual Statement on Remunerationon pages [128] to [132] , we will be putting forward to a vote the updated Directors' Remuneration Policy at the AGM on 28 April 2022 and the full detail of the updated policy can be found on pages [152] to [162] . Strategic PurposeKey Features Salary To attract and retainhigh-calibre individuals todeliverthe Group’s long-term strategy andto offer market-competitive levels of guaranteed cash to reflectan individual’s skills,experience and role withinthe Group. – Normally paid in 12 equal monthly instalments during the year; – Reviewed annually in February (changes effective from April) or subject to ad-hoc review onsignificant change of responsibilities; – Reviewed taking into consideration severalfactors includingindividual performance and appropriate market data based on aPay Comparator Group; – Annual increases will generally be in the range of the increases in the base pay of other UK-based employees in the Group and will not exceed 10% per annum; and – Recently appointed Executive Directors’ base salaries may exceed the top of the range of the salary increases for UK-based employees where the Remuneration Committee considers it appropriate toreflect theaccrual of experience. Benefits To provide market-competitivebenefits consistent withthe role which: – attract and retain high calibreindividuals todeliver the Group’s long-term strategic plans; and – recognise that such talent is global in source and thatthe availability of certain benefits (e.g. relocation,repatriation, taxation compliance advice) will from time to time be necessary to avoid such factors beingan inhibitor to accepting the role. The Company offers the following contractual benefits to Executive Directors: – A car or car allowance; – Use of a car and driver for personal and business use; – Employmenttax advice; – Tax equalisation payments(where appropriate); – Private medical insurance, including general practitioner ‘walk in’ medical services; – Personallife and accident insurance; – Housing, educationallowances orsimilar arrangementsas appropriateto family circumstances; and – Other benefits may include Executive Directors and their partners’ attendance at hospitality or similar functions, and the provision of benefits which may be treated as benefits for tax purposes, such as the provision of home security and reimbursement of expenses incurred in connection with their duties. Pension To provide competitive post-retirement benefit arrangementswhich recognise theexternal environment in the context ofattracting and retainingsenior high calibreindividuals to deliver theGroup’s long-term strategy. – Only base salary ispensionable. – Defined Contribution (“DC”) benefits – Executive Directors are eligible to receive a pension benefit equivalent to a maximum of 15% of base salary as a contribution into the British American Tobacco UK Pension Plan or, as alternative provision, they can opt for either a cash allowance or accrual in a DC unfunded arrangement. The Company contribution rate is aligned with the benefit available to our wider UK population where the default contribution rate is 15%, comprising of a core 10% contribution rate and an additional 5% contribution on a matching basis to an employee’s pension contribution. ![]() BAT Annual Report and Form 20-F 2021 134 Short-term incentives (STI) – To incentivise the attainment of corporate targets alignedto the Group’s strategic objectives on an annual basis, with a deferred element to ensure alignmentwith shareholders’ interests. – Toensure, overall, a market-competitive remuneration to attract andretainhigh calibre individuals to delivertheGroup’s long-term strategy. Opportunity – Chief Executive – Maximum 250%; on-target 125%. – Finance and Transformation Director – Maximum 190%; on-target 95%. Operation – 50% of the incentive delivered as cash; 50% as deferred shares (DSBS) which vest after threeyears. Deferredshares attract adividend equivalent which is delivered inadditional quarterly interimdividend equivalent shares; – The RemunerationCommittee setsthe performance targets each year at the beginningof the performance period and is able to vary the exact measures and the weighting of them from year to year; – Performance measures for 2021 can be found on page [137] and for 2022 on page [143] ; – The RemunerationCommittee has discretion toadjust outcomes in circumstances where it considersit is appropriate todo so to reflectthe overall performance of the Company; – In cases of identified poor individual performance, the corporate result may be reduced by upto 50%; and – Clawback and malus provisions are in place. Long-term incentives(LTIP) – To put in place a combination of measures withappropriately stretching targetsaroundthe long-term strategy delivery that provides abalance relevant tothe Company’s business and market conditions as well as alignment between ExecutiveDirectors’ and shareholders’ interests. – Tofacilitatethe appointment of senior high calibre individuals required to deliver the Group’s long-term strategy, and to promote the long-term success of the Company. Opportunity – Maximum annual award of shares of 500% of salary for all Executive Directors. – Normal annual grants of 500% of salary for the Chief Executive and 400% of salary for the Financeand Transformation Director. Operation – LTIP awards vest only to the extent that: – the performance conditions are satisfied at the end of the three-year performance period; and – an additional vesting period of two years from the third anniversary of the date of grant has been completed; – Dividend equivalent shares are awarded at the end of the extended vesting period to the extent that the awards vest; – The RemunerationCommittee setsthe performance targets forthe applicableperformance period eachyear; – Vestinglevelsare based onthe achievement ofappropriately stretching targets against performance measures aligned to the Group’s long-term strategy; – Performance measures for the 2019-2021 performance period are detailed on page [138] andfor the awards to be granted in 2022 are detailed on page [144] ; – The Remuneration Committee has discretion to adjust the level of vesting in circumstances where it considersit is appropriate todo so to reflectthe overall performance of the Company; and – Clawback and malus provisions are in place. Shareholding requirements – Tostrengthenthe alignment between the interests of the Executive Directors and thoseof shareholders by requiring Executive Directors to build up a high level ofpersonal shareholding in the Company. – Toensure long-term alignment between the interests of the Executive Directors andthose of shareholdersthrough the operation ofpost-employment shareholdingrequirements. Executive Directors are required to hold shares in the Company: – during service as a Director, equal to the value of the same multiple of salary at which LTIP awards are made to that Director (currently, 500% for the Chief Executive and 400% for the Finance and Transformation Director);and – after ceasing service as a Director, equal to the value of 100% of the shareholding requirement that applied while a Director for a period until the second anniversary of cessation of employment with the Group. All-employeeshare plans Executive Directors are eligible to participate in the Company’s all-employee share schemes which are designed to incentivise employees by giving them an opportunity to build shareholdings inthe Company. – All-employee share schemes are thePartnership ShareScheme, the Sharesave Scheme and the Share Incentive Plan (SIP); and – Executive Directors are subject to the same limits on participation as other employees, as defined bythe applicable statutory provisions. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 135 #### 2 Overview of What Our Executive Directors Earned in 2021 and Why What our Executive Directors earned in 2021 – @ audited @ Single figure for Executive Directors JackBowles TadeuMarroco 2021 £’000 2020 £’000 2021 £’000 2020 £’000 Fixed Pay Salary 1,316 1,259 803 775 Taxable benefits 320 508 100 152 Pension 197 189 121 116 Total Fixed Pay 1,833 1,956 1,024 1,043 VariablePay Short-term incentives 2,820 2,238 1,308 1,046 Long-term incentives 1,2 2,815 757 584 489 Other emoluments 3 3 3 18 Total VariablePay 5,638 2,998 1,895 1,553 Total Remuneration 7,471 4,954 2,919 2,596 Notes: 1. The 2019 LTIP award is due to vest on 28 March 2022 for Jack Bowles (first award made as an Executive Director) and Tadeu Marroco based on completion of the three-year performance period on 31 December 2021. The value shown is based on the average share price for the three-month period ended 31 December 2021 of 2,616p. Given the share price performance since the date of grant of awards, none of the value shown in the table above is attributable to share price appreciation. 2. Long-term incentives shown for 2020 : in accordance with the UK Directors’ Remuneration Report Regulations, estimates for the values of the vesting 2018 LTIP awards were given in the Annual Report onRemuneration for the year ended 31 December 2020; these amounts have been re-presented to show the actual market value on the date of vesting in 2021. Further information in respect of this remuneration can be found in Section 3 on page [136] . Howthis aligns to performance Short-term incentives forthe performanceperiod endedin 2021 Performance summary: Chief Executive:corporate performance –214.3% ofsalary Finance andTransformation Director:corporate performance –162.8% ofsalary Group share of Key Markets +6 bps growth over 2020 Adjusted profit fromoperations (APFO) at constant rates of exchange +5.2% growth NewCategories revenue +50.9% growth Deleveraging(excluding foreign exchange) -0.50x at constant rates of exchange Long-term incentives for the three-year performance period ended in 2021 Vesting at 49.1% Total shareholder return(TSR) 17 out of 24 in FMCG comparator group 2019–2021 0% achievement (0% of award vesting out of possible 20%) Adjusted diluted earnings per share (EPS) growth 3.5% CAGR at current rates of exchange 0% achievement (0% of award vesting out of possible 20%) Adjusted diluted earnings per share (EPS) growth 6.8% CAGR at constant rates of exchange 45.5% achievement (9.1% of award vesting out of possible 20%) Adjusted revenue growth 5.3% CAGR at constant rates of exchange 100% achievement (20% of award vesting out of possible 20%) Adjusted operatingcash flow conversionratio 101.0% ratio over the performance period 100% achievement (20% of award vesting out of possible 20%) Non-GAAP measures Adjusted profit from operations (APFO), deleveraging (excluding foreign exchange), New Categories revenue, adjusted diluted EPS, adjusted revenue and adjusted operating cash flow conversion ratio are non-GAAP measures used by the Remuneration Committee to assess performance. Please refer to pages [302 to 311] for definitions of these measures @ and a reconciliation of these measures to the most directly comparable IFRS measure whereapplicable. @ @ Denotes phrase, paragraph or similar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() BAT Annual Report and Form 20-F 2021 136 #### 3 Executive Directors’ Remuneration for the Year Ended 31 December 2021 Total remuneration for the year ended 31 December 2021– @ audited @ JackBowles Tadeu Marroco 2021 £’000 2020 £’000 2021 £’000 2020 £’000 Salary 1,316 1,259 803 775 Taxable benefits 1 – car allowance 20 20 20 20 – health insurance – life insurance 15 18 15 19 13 8 13 8 – tax advice 49 65 21 30 – use of Company driver 65 85 27 55 – home and personal security  80 155 4 14 – tax & social security  62 136 –– – other expenses related to individual and/or accompanied attendance at Company functions/events 11 13 7 12 Total taxable benefits 320 508 100 152 Short-term incentives STI vesting percentage (% of maximum) 85.7% 71.1% 85.7% 71.1% STI: cash – Group performance cash element 1,410 1,119 654 523 STI: DSBS –Group performance deferredelement 1,410 1,119 654 523 Total short-term incentives ( [page 137] ) 2,820 2,238 1,308 1,046 Long-term incentives 4,5 LTIP vesting percentage (% of maximum) 49.1% 54.2% 49.8% 54.2% LTIP value to vest 2,267 612 470 395 Dividend equivalent  548 145 114 94 Total long-term incentives ( [page 138] ) 2,815 757 584 489 Total pension-related benefits ( [page 139] ) 197 189 121 116 Other emoluments Share Reward Scheme (value of ordinary shares awarded) 3 3 3 3 Sharesave Scheme (face value of discount onoptions granted) ––– 15 Total other emoluments 3 3 3 18 Total remuneration 7,471 4,954 2,919 2,596 Notes: 1.Taxable benefits: the figures shown are gross amounts as, in line with the UK market, it is the normal practice for the Company to pay the tax which may be due on any benefits, with the exception of the car or car allowance. The numbers presented above for tax advice are inclusive of applicable VAT and income tax. 2. Figure for home and personal security for Jack Bowles for 2020 related to necessary one-off security improvements to his residence and annual maintenance/monitoring. The figure reported for 2021 relates only to annual maintenance/monitoring. As noted in point 1 above, these amounts have been grossed up for UK tax purposes. 3. The amount reported for Jack Bowles for 2020 in the Annual Report on Remuneration for the year ended 31 December 2020 was £220,000. This amount has been restated above to account for credits received in the UK in respect of overseas tax payments made by the Company. The figure reported for 2021 relates to overseas taxes paid by the Company in respect of employment income in order to protect Jack Bowles to his UK tax position in line with the Company policy for the wider workforce. 4. The 2019 LTIP award is due to vest on 28 March 2022 based on completion of the three-year performance period on 31 December 2021. The value shown is based on the average share price for the three-month period ended 31 December 2021 of 2,616p. The LTIP vesting figure above for Jack Bowles reflects the first award made as an Executive Director. The LTIP vesting figure above for Tadeu Marroco reflects award made prior to being appointed asan Executive Director. 5. LTIP award shown for 2020: the values disclosed in the Annual Report on Remuneration for the year ended 31 December 2020 were estimated values as the award had not vested by the date of that report; these amounts have been re-presented based on the actual market value on the date of vesting of 27 March 2021 of 2,578p. 6.LTIP dividend equivalent payments: the dividend equivalent payment that will attach to the LTIP award that is included in the Single Figure Table is reported. The values for the year ended 31 December 2020 have been restated on this basis. The amount reported for Jack Bowles will be delivered in shares following the end of the two year additional holding period. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 137 #### Short-Term Incentives for the Year Ended 31 December 2021 STI performance measures, weightingsand results for year ended 31December 2021 – @ audited @ STI: performance measure and target 2021Description of measure 2021 Actual performance 2021 Payout (maximum) Group’s share of Key Markets (growth over prior year) Weighting: 15% Threshold: 0 bps growth over 2020 Maximum: 10bps growth over 2020 The Group’s volume share in its Key Markets accounts for around 80% of cigarettes volume and 90% of THP volume of the Group’s subsidiaries. The Group’s share is calculated fromdata as independently measured by retail audit agencies and scanner sales to consumers, or from estimatedshipment share. Global volume share in key markets grew by 6 bps. Strategic Report: Delivering our strategy –A Better Tomorrow TM for Consumers 9.0%(15%) NewCategories revenue (growth over prior year) Weighting: 20% Threshold: 15% growth over 2020 Maximum: 30% growth over 2020 New Categories Revenue is the revenue derived from the Vapour, THPand Modern Oral product categories. This measure is assessed at constant rates of exchange. New Categories revenue grew by 50.9%. Strategic Report: Delivering our strategy –A Better Tomorrow TM for Shareholders 20% (20%) Adjusted profit fromoperations (APFO) (growth over prior year) Weighting: 30% Threshold: 3.0% growth over 2020 Maximum: 6.0% growth over 2020 APFO is the adjusted profit from operations at constant rates of exchange for the year ended 31 December 2021. Please refer to page [306] for the detailed description of APFO. APFO growth over the prior year of 5.2%. Strategic Report: Delivering our strategy –A Better Tomorrow TM for Shareholders 21.7%(30%) Deleveraging (excluding foreign exchange) Weighting: 35% Threshold: 0.10x reduction versus2020 Maximum: 0.30x reduction versus2020 Deleveraging (excluding foreign exchange) refers to the reduction in Adjusted Net Debt to Adjusted EDITDA during the year ended 31 December 2021, assessed at constant ratesof exchange. Deleveraging (excluding foreign exchange) was 0.50x. Strategic Report: Delivering our strategy –A Better Tomorrow TM for Shareholders 35% (35%) 85.7% (100%) STI outcomefor yearended 31December 2021 Available STI award as % of base salary STI award achieved as % of maximum opportunity STI award achieved % of base salary STI award achieved £’000 (Valueshown in Single FigureTable) 1,2 JackBowles 250% 85.7% 214.3% 2,820 Tadeu Marroco 190% 85.7% 162.8% 1,308 Notes: 1.Malus and clawback provisions apply. 2. 50% of the STI award will be paid in cash and 50% as an award under the DSBS. Awards made under the DSBS are in the form of free ordinary shares in the Company that normally vest after three years and no further performance conditions apply in that period. In certain circumstances, such as resigning before the end of the three-year period, participants may forfeit all of the shares. 3. The Remuneration Committee did not consider that any discretion to adjust the formulaic outcome need be applied. @ Denotes phrase, paragraph or similar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() BAT Annual Report and Form 20-F 2021 138 #### Long-Term Incentives (LTIP) for the Year Ended 31 December 2021 LTIP performance measures, weightings and results for the year ended 31 December 2021 – @ audited @ LTIP: performance measure Description of measure and target for 2019 LTIP Performance period 1 January 2019 – 31 December 2021 Result achieved Vesting percentage Relative TSR 1 Relative to a peer group of international FMCG companies Weighting: 20% Ranked 17 outof24 0% (out of maximum of20%) 2019–2021 LTIP target Threshold At median, 3% vests Maximum At upper quartile, 20% vests EPS growth at current rates of exchange Compound annual growth inadjusted diluted EPS measured atcurrent rates of exchange Weighting: 20% 3.5% CAGR 0% (out of maximum of20%) 2019–2021 LTIP target Threshold At CAGR of 5%, 3% vests Maximum At CAGR of 10%, 20% vests EPS growth at constant rates of exchange Compound annual growth inadjusted diluted EPS measured atconstant rates of exchange Weighting: 20% 6.8% CAGR 9.1% (out of maximum of20%) 2019–2021 LTIP target Threshold At CAGR of 5%, 3% vests Maximum At CAGR of 10%, 20% vests Adjusted revenue 2 Compound annual growth measured atconstant rates of exchange Weighting: 20% 5.3% CAGR 20% (out of maximum of20%) 2019–2021 LTIP target Threshold At CAGR of 3%, 3% vests Maximum At CAGR of 5%, 20% vests Adjusted Operating cash flow conversion ratio Ratio over the performance period atcurrent rates of exchange Weighting: 20% 101.0% ratio 20% (out of maximum of20%) 2019–2021 LTIP target Threshold Ratio of 85%, 3% vests Maximum Ratio of 95%, 20% vests Total vesting level as a percentage of maximum opportunity 49.1% Notes: 1. Relative TSR: the constituents of the FMCG peer group forthe 2019-2021 LTIP were:AltriaGroup,Anheuser-BuschInBev,Campbell Soup,Carlsberg, Coca-Cola, Colgate-Palmolive, Danone, Diageo, Heineken, ImperialBrands, Japan Tobacco, Johnson &Johnson, Kellogg,Kimberly-Clark, LVMH, Mondelez International, Nestle,PepsiCo,Pernod Ricard, Philip MorrisInternational, Procter & Gamble, Reckitt Benckiser and Unilever. 2. Theunderpin foradjusted revenue growth measure: the adjusted revenue growth measure can only vest provided the corresponding three-year CAGR of APFO exceeds the CAGR of the threshold performance level for APFO as approved annually in the STI and approved by theBoard. The underpin was exceeded with reference to the APFO STI outcomes for 2019, 2020 and 2021. 3. The Remuneration Committee did not consider that any discretion to adjust the formulaic outcome need be applied. @ Denotes phrase, paragraph or similar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 139 LTIP outcome for year ended 31December 2021 Number ofordinary shares subject to award Vesting % achieved (based on 2019–2021 performance period) Number of ordinary shares to vest Value of ordinary shares to vest 1 £’000 Dividend equivalent payment on vesting 2 £’000 Total value tovest £’000 (Valueshown in Single FigureTable) JackBowles 176,532 49.1% 86,677 2,267 548 2,815 Tadeu Marroco 3 36,057 49.8% 17,956 470 114 584 The 2019 LTIP award was granted to Tadeu Marroco prior to his appointment as Executive Director, therefore the vesting date is 28 March 2022 and the shares will become exercisable on that same date. Notes: 1.The value of ordinary shares to vest shown above is based on the average share price for the three-month period ended 31 December 2021 of 2,616p. 2. The dividend equivalent amount shown above that will be delivered on vesting is the value of the dividend equivalents accrued on the proportion of the award that is due to vest. Dividend equivalent will be delivered as shares following the end of the two-year post-vesting holding period for Jack Bowles. Dividend equivalent will be delivered as cash on vesting date for Tadeu Marroco due to LTIP award being made prior to appointment as Executive Director. 3. The number of shares subject to award made to Tadeu Marroco reflect the award opportunities available at the time of the award, prior to being appointed asExecutive Director. 4. The vesting percentage for Tadeu Marroco reflects the vesting percentage applicable to awards made prior to being appointed as Executive Director. Executive Directors’ pension entitlements and accruals for the year ended 31 December 2021 – @ audited @ Total Defined Contribution (DC) fund value as at year-end 31 December 2021 £’000 Pensionvalues Defined Contribution(DC) Unapproved Unfunded Retirement BenefitScheme (UURBS) 1 British American Tobacco UK PensionPlan JackBowles 1,118 359 Tadeu Marroco 781 211 Total 1,899 570 Note: 1. The DC UURBS credit accrued over the year is increased in line with the Company’s Weighted Average Cost of Debt (WACD) over the year. For the year ended 31 December 2021, a WACD of 3.6% has been used. Jack Bowles The total Company contribution to the DC arrangements over the period 1 January to 31 December 2021 was £197,526. Of this, £3,033 was paid to the British American Tobacco UK Pension Plan and £194,493 was credited to the DC UURBS. These total amounts are based on a Company contribution rate of 15% of salary per annum. Tadeu Marroco The total Company contribution paid to the DC arrangements over the period 1 January to 31 December 2021 was £120,643. Of this, £3,033 was paid to the funded British American Tobacco UK Pension Plan and £117,610 was credited to the DC UURBS. These total amounts are based on a Company contribution rate of 15% of salary per annum. No excess retirement benefits have been paid to or are receivable by an Executive or former Executive Director. @ Denotes phrase, paragraph or similar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() BAT Annual Report and Form 20-F 2021 140 #### Other Information Relating to Chief Executives’ Remuneration for the year Ended 31 December 2021 Chief Executives’ pay – comparative figures 2012 to 2021 Year 20122013201420152016 2017 201820192020 2021 Chief Executives’ ‘singlefigure’ of total remuneration (£’000) Nicandro Durante 1 (to1 April 2019) 6,340 6,674 3,617 4,543 8,313 10,244 8,651 3,054 n/a n/a JackBowles (from 1 April 2019) n/an/an/an/an/an/an/a 3,512 4,954 7,471 Annual bonus (STI) paidagainst maximum opportunity (%) Nicandro Durante 1 (to1 April 2019) 85.0 81.373.2 100100 97.2 10050.0 n/a n/a JackBowles (from 1 April 2019) n/an/an/an/an/an/an/a 96 71.1 85.7 Long-term incentive(LTIP)paid againstmaximum opportunity(%) Nicandro Durante 1 (to1 April 2019) 87.1 49.2 0.0 8.7 46.0 96.1 70.5 69.3 n/a n/a JackBowles (from 1 April 2019) n/an/an/an/an/an/an/a 69.9 54.2 49.1 Notes: 1.Nicandro Durante retired as Chief Executive on 1 April 2019. Historical data are taken from the Directors’ Remuneration Reports for the relevant years and are recast (as appropriate) on the basis of the ‘single figure’ calculation as prescribed in the UK Directors’ Remuneration Report Regulations. His ‘single figure’ remuneration for the year ended 31 December 2019 has been time-apportioned to reflect the period he was Chief Executive. Total shareholder return(TSR)performance: 1 1 January 2012 to 31 December 2021 Valueof hypothetical£100holding 250 50 0 100 150 200 Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15Dec 14Dec 13Dec 12Dec 11 Note: 1. Performance and pay chart: this shows the performance of a hypothetical investment of £100 in ordinary shares (as measured by the TSR for the Company) against a broad equity market index (the FTSE 100 Index) over a period of 10 financial years starting from 1 January 2012 through to 31 December 2021 based on 30-trading-day average values. The FTSE 100 has been selected by the Committee as an appropriate comparator group due to BAT's position within the FTSE. A local currency basis is used for the purposes of the TSR calculation making it consistent with the approach to TSR measurement for the LTIP. British American Tobacco FTSE 100 #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 141 Annual change in remuneration ofDirectors’ and employees The following table shows the percentage change in the Directors’ remuneration measured against a comparator group comprising the UK employee population across all UK entities. This comparator group is considered tobe the most appropriate group due to the limited number of employees employed under BAT p.l.c. contracts outside of the Director group. In addition, using a more widely-drawn group encompassing the worldwide nature of the Group’s business would also present practical difficulties in collation and a less relevant comparator, given the significantvariationsinemployeepay across the Group, the differing economic conditions and wide variations in gross domestic product per capita. % change in salary/fees% change in taxable benefits 1 % change in STI 2020 to 2021 2019 to 2020 2020 to 2021 2019 to 2020 2020 to 2021 2019 to 2020 Executive Directors JackBowles 5% 7% (37%) 84% 26% (21%) Tadeu Marroco 2 4% 5% (33%) 22% 25% (24%) Chairman Richard Burrows 3 2% 3% 8% (44%) –– Luc Jobin 4 334% 2% 24% (79%) –– Non-ExecutiveDirectors Sue Farr 1% 2% 0% (100%) –– Dr Marion Helmes 1% 2% (72%)(77%) –– Jerry Fowden 5 2%2% (98%) 14% –– Holly Koeppel 1% 3% (99%)(82%) –– Savio Kwan 1% 2% (97%) (84%) –– Dimitri Panayotopoulos 6 9% 21% (78%)(88%) –– KarenGuerra 7 0% n/a 0% n/a –– DarrellThomas 8 n/an/an/an/a –– Average UK-based employee 9 6% 3% (1%) 1% 20% (5%) Notes: 1. Changes in taxable benefit values for 2019 to 2020 and for 2020 to 2021 for Non-Executive Directors were primarily a result of a reduction in travel and subsistence costs associated with business functions due to COVID related travel restrictions throughout 2020 and 2021. Further details of the taxable benefits figures can be found in the table on page [144] . 2. Tadeu Marroco was appointed as an Executive Director from 5 August 2019. For the period 5 August 2019 to 31 December 2019, annualised figures have been used to calculate the year-on- year change. 3. Richard Burrows departed the Company 28 April 2021. For the period 1 January to 28 April 2021, annualised figures have been used to calculate the year-on-year change. 4. Luc Jobin was appointed Chairman from 28 April 2021. The change in fees from 2020 to 2021 is due to the increase in fees received following the appointment. 5. Jerry Fowden was appointed to the board on 1 September 2019 and departed the Company on 31 March 2021. For the periods 1 September to 31 December 2019 and 1 January to 31 March 2021, annualised figures have been used to calculate the year-on-year change. 6. Dimitri Panayotopoulos started receiving the Senior Independent Director fee with effect from 1 May 2020. 7. Karen Guerra was appointed to the board on 14 September 2020. For the period 14 September 2020 to 31 December 2020, annualised figures have been used to calculate the year-on- year change. 8. Darrell Thomas was appointed to the board on 7 December 2020, receiving no fees or taxable benefits in 2020. Accordingly, no year-on-year change figures have been included. 9.The data for the UK-based employees comparator group are made up as follows as at 1 November 2021: (1) the weighted average base salaries; (2) the average taxable benefits per grade; and (3) the weighted average bonus result based on that population as at that date. ![]() BAT Annual Report and Form 20-F 2021 142 Chief Executive Pay Ratio Disclosure The below table reflects the Chief Executive pay ratio when compared to employees at the 25th percentile, median and 75th percentile of the Group’s UK workforce for years 2019, 2020 and 2021. The table also includes the salary and total remuneration figures for the employees at each percentile for 2021. Year Method 25th percentile pay ratioMedian pay ratio75th percentile pay ratio 2019 Option A 144:186:136:1 2020 Option A 103:166:129:1 2021 Option A 138:190:1 37:1 Employeesremuneration for2021 25th percentile Median 75th percentile Salary £36,010£55,849 £98,777 Total Remuneration £53,980 £83,438 £202,314 Notes: 1.Option A uses the total full-time equivalent remuneration for all UK employees for the financial year ended 31 December 2021 and has been used to calculate the ratio as this is viewed to be the mostrobust andcomprehensive means ofassessment and isalso reflectiveof shareholderpreferences. 2. Total pay and benefits are based on the workforce as at 1 November 2021 and include the annualised income for the earnings period 1 January 2021 to 31 December 2021. 3. Total pay and benefits for the Chief Executive are based on the single figure calculation on page [135] . 4.Total pay and benefits for the workforce is calculated as far as possible on the same basis as the Chief Executive single figure calculation. This includes salary, taxable benefits, short-term incentive, long-term incentive, dividends, pension benefits and any other remuneration receivable. For the purposes of this analysis, the following has been assumed: – For all employees that are eligible for a car benefit, the applicable car allowance amounts have been used; – For all employees that participate in the global International Executive Incentive Scheme or equivalent corporate incentive scheme, incentive pay-outs are calculated based on the same metrics; and – For all employees that participate in the UK DC scheme, Company contributions of 15% of salary have been used. 5. For the calculation of the total pay and benefits for employees, employees on international assignment into and out of the UK have been included; however, assignment benefits, such as housing support, education support, home leave allowance or relocation costs, have not been included as these are not consistent with the benefits included in the Chief Executive single figure calculation. 6.For hourly paid employees who are not full time, total pay and benefits have been pro-rated based on full-time employee hours. The figures above show that following the decrease from 2019 to 2020, there has been an increase in the Chief Executive pay ratio across all quartiles from 2020 to 2021. The increase in pay ratio from 2020 to 2021 is due to the 2019 LTIP award being the first award made to Jack Bowles at Chief Executive award levels. Fixed remuneration remained aligned with that of the wider UK based workforce, with salary increasing in line with the wider workforce increase range, pension contributionpercentageremainingaligned withthe widerworkforce at 15%and taxable benefits reducing significantly. The CEO pay ratio is likely to continue to vary over time, with variances being attributable to the CEO variable pay opportunity which accounts for 80% to 90% of the total remuneration. The Company believes the median pay ratio for 2021 reflects the diversity of our business footprint and employee population across the UK. The Group’s remuneration policies and practicesare founded on a high degreeof alignment and consistency, with total remuneration at all levels providing competitive compensation that enables the attraction and retention of talent while also providing equitable differentiatedremuneration based on grade,performanceand experience.Further detailson all-employee rewards atBAT can be found on pages [163] and [164] . #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 143 #### 4 Executive Directors’ Remuneration for the Upcoming Year Base salary for 2022 The Remuneration Committee has determined the following salaries for the Executive Directors. Executive Directors – salaries Base salary from 1 Apr 2022 £ Percentage change % Base salary from 1 Apr 2021 £ JackBowles 1,325,610 n/a 1,325,610 Tadeu Marroco 803,400 n/a 803,400 Benefits and pension No changes have been made to the provision of benefits or pension for 2022. Short-term incentivesfor 2022 STI opportunity levels for Executive Directors will be in line with those set out in our Directors’ Remuneration Policy. STI metrics and weightings are as follows: 2022 STI metrics & weightings Volume share growth (Incl THP) 1 10% New Categories revenue 2 15% Adjusted profit from operations 25% New Categories contribution 3 20% Adjusted cash generated from operations 4 30% Total 100% Notes: 1. Group share of key markets will include THP performance for all major markets (markets included are Japan, South Korea, Italy, the Czech Republic, Ukraine, Russia, Poland, Greece & Hungary). 2. New Categories Revenue is the revenue derived from the Vapour, THP and Modern Oral product categories. This measure is assessed at constant rates of exchange. Further details of the metric can be found on page [303] . 3. New Categories Contribution is the contribution to APFO from Vapour, THP and Modern Oral products. It is stated after deduction of directly attributable costs and allocated cross-category shared costs, before the deduction of administrative overheads and excluding the impact of adjusting items. The measure is assessed at constant rates of exchange. 4. Net cash generated from operating activities, less net finance costs, net capital expenditure, dividends from associates and dividends paid to non-controlling interests and before cash paid/ received in respect of litigation. Adjusted CGFO is measured at constant rates of exchange. Due to the commercial sensitivity of the targets, details for the year ending 31 December 2022 will be disclosed retrospectively in the Annual Report on remuneration for the year ending 31 December 2022. ![]() BAT Annual Report and Form 20-F 2021 144 Long-term incentivesfor 2022 The Chief Executive and Finance and Transformation Director will be granted an LTIP award equal to a maximum of 500% of salary and 400% of salary, respectively. The measures and targets for 2022 LTIP awards are set out below. LTIP measures andperformance ranges % of award vesting at maximum % of award vesting at threshold Relative TSR Median performance vs. FMCG peer group toupper quartile. The current constituents of the FMCG peer group as part of the new remuneration policy will be: 20 3 Altria Group Coca-Cola Imperial BrandsPernod Ricard Reckitt Benckiser Anheuser-Busch InBev Diageo Japan Tobacco Philip Morris InternationalSwedish Match CarlsbergHeineken PepsiCo Procter & Gamble Unilever EPS growth (15% current and 15% constant rates of exchange) 5%–10% compound annual growth in adjusted diluted EPS over the performance period 30 4.5 Adjusted revenue growth 3%–5% compound annual growth over the performance period 15 2.25 Growth in New Categories revenue 20%–30% compoundannual growthover the performance period 15 2.25 Adjusted operatingcash flow conversionratio Ratio of 85%–95% over the performance period at current rates of exchange 20 3 Total 100 15 #### 5 Chairman and Non-Executive Directors’ Remuneration for the Year Ended 31 December 2021 – @ #### Audited @ The following table shows a single figure of remuneration for the Chairman and Non-Executive Directors in respect of qualifying services for the year ended 31 December 2021 together with comparative figures for 2020. Base fee 1 £’000 Chair/Committee membership fees 1 £’000 Taxable benefits 2 £’000 Total remuneration £’000 2021 2020 2021 2020 2021 2020 2021 2020 Chairman Luc Jobin 3 (from 28 April 2021) 523 96 9 26 20 16 552 138 Richard Burrows (up to 28 April 2021) 234 714 – – 36 77 270 791 Non-ExecutiveDirectors Sue Farr 97 96 27 26 – – 124 122 KarenGuerra 97 29 27 8 – – 124 37 Dr Marion Helmes 97 96 27 26 1 3 125 125 Holly Keller Koeppel 4 97 96 54 53 – 23 152 172 Savio Kwan 97 96 27 26 – 10 124 132 Dimitri Panayotopoulos 138 124 54 53 1 3 193 180 DarrellThomas  104 – 29 – – – 133 – Jerry Fowden (up to 31 March 2021) 25 96 7 26 – 3 32 139 Total 1,509 1,443 261 244 58 135 1,829 1,836 Notes: 1. Committeememberships: are shown, together with changes during the year, in the reports of the respective committees in the Governance sections of the Directors’ Report. 2. Benefits: the Chairman’s benefits in respect of Richard Burrows in 2021 comprised: health insurance and ‘walk-in’ medical services £15,000 (2020: £16,000); the use of a Company driver £11,000 (2020: £48,000); home and personal security in the UK and Ireland £10,000 (2020: £11,000); and commuting flights to London (2020: £2,000). The Chairman’s benefits in respect of Luc Jobin in 2021 comprised: health insurance and ‘walk-in’ medical services £8,000; the use of a Company driver £1,000; and commuting flights to London £3,000. The benefits for the other Non-Executive Directors principally comprised travel-related expenses incurred in connection with individual and/or accompanied attendance at certain business functions and/or events and ‘walk-in’ medical services. The figures shown are grossed-up amounts (as appropriate) as, in line with the UK market, it is the normal practice for the Company to pay the tax that may be due onany benefits. 3. Pension: Luc Jobin receives a pension in respect of prior service to Imasco Limited (acquired in 2000 by the Group) and Imperial Tobacco Canada Limited, a subsidiary of BAT. In 2021 this amount was CAD$150,228.00 (£87,139.21) (2020: CAD$151,395.00 (£86,112.85)). 4. Deferred Compensation Plan for Directorsof Reynolds American Inc.(DCP): as a former outside director of Reynolds American Inc. Holly Keller Koeppel participated in the DCP under which she elected to defer payment of a portion of her Reynolds American retainers and meeting attendance fees to a Reynolds American stock account. Following the acquisition of Reynolds American by BAT, amounts deferred to a stock account (Deferred Stock Units or DSUs) mirror the performance of, and receive dividend equivalents based on, BAT American Depository Shares (ADSs). The DSUs of Holly Keller Koeppel are disclosed as a note to ‘Summary of Directors’ share interests’ below. DSUs deferred under the DCP will be paid in accordance with the terms of the DCP, section 409A of the US Internal Revenue Code of 1986, as amended, andthe Director’sexistingdeferral elections. 5. Darrell Thomas was appointed to the Board on 7 December 2020, with the first fee being paid to him in January 2021. 6.The Non-Executive Directors’ fees structure 2021 is set out in the table overleaf. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 145 Fees from 1 May 2021 £ Fees to 30 April 2021 £ Base fee 96,850 96,850 Senior Independent Director –supplement 41,500 41,500 Audit Committee: Chairman 42,000 40,950 AuditCommittee: Member 14,400 14,100 Nominations Committee:Chairman – – Nominations Committee:Member 12,800 12,500 Remuneration Committee:Chairman 42,000 40,950 Remuneration Committee:Member 14,400 14,100 Chairman and Non-Executive Directors’ fees and remuneration forthe upcoming year As described in the Annual Report on Remuneration for the year ended 31 December 2020, the Chairman’s fee was £670,000 from 28 April 2021. The Chairman's fee and the fees for Non-Executive Directors will be maintained at their current levels, with no increases to apply in May 2022. #### 6 Directors’ Share Interests Summary of Directors’ share interests – @ audited @ Ordinary shares held at 31 Dec 2021 Outstanding scheme interests 31 Dec 2021 Total of all interests in ordinary shares at 31Dec 2021 Unvested awards subject to performance measures and continuedemployment (LTIP) Unvested awards subjectto continued employmentonly (DSBS) Unvested interests (Sharesave) Total ordinary sharessubject tooutstanding schemeinterests Executive Directors JackBowles 1,2 239,214 629,975119,862 – 749,837 989,051 Tadeu Marroco 2,3 78,126 265,012 56,348 890 322,250 400,376 Chairman Richard Burrows (up to 28 April 2021) 19,00019,000 Luc Jobin 4 90,23690,236 Non-ExecutiveDirectors Sue Farr –– Jerry Fowden (up to 31 March 2021) 4 10,00010,000 KarenGuerra 5,0005,000 Dr Marion Helmes 4,5004,500 Holly Keller Koeppel 5 –– Savio Kwan 8,2388,238 Dimitri Panayotopoulos 3,3003,300 DarrellThomas 4 2,6002,600 Notes: 1. Jack Bowles: ordinary shares held include 822 held by the trustees of the BAT Share Incentive Plan (SIP). 2. Changesfrom 31 December 2021: Tadeu Marroco: purchases of five ordinary shares on 5 January 2022 and five ordinary shares on 2 February 2022 under the SIP. There were no changes in the interests of the Chairman and the other Non-Executive Directors. 3. Tadeu Marroco: ordinary shares held include 1,347 held by the trustees of the SIP. 4. American Depositary Shares (ADSs): each of the interests in ordinary shares held by Luc Jobin, Jerry Fowden and Darrell Thomas consists of an equivalent number of BAT ADSs each of which represents one ordinary share in the Company. 5. Deferred StockUnits (DSUs): at the date of this report Holly Keller Koeppel, being a former director of Reynolds American Inc. and a participant in the Deferred Compensation Plan for Directors of Reynolds American (DCP), holds DSUs which were granted prior to becoming a Director of BAT. Each DSU entitles the holder to receive a cash payment upon ceasing to be a Director equal to the value of one BAT ADS. The number of DSUs increases on each dividend date by reference to the value of dividends declared on the ADSs underlying the DSUs. Ms Koeppel currently holds 26,660.09 DSUs (31 December 2020: 25,125.91 DSUs). ![]() BAT Annual Report and Form 20-F 2021 146 Executive Directors’ shareholding guidelines Executive Directors are encouraged to build up a high level of personal shareholding to ensure a continuing alignment of interests with shareholders. The shareholding guidelines requireExecutiveDirectorsto holdordinary shares equal to thevalue of apercentageof salary assetout in the table below. No. ofeligible ordinary shares held at 31 Dec 2021 Value ofeligible ordinary shares held at 31 Dec 2021 1 £m Actual percentage(%) of base salary at 31 Dec 2021 Shareholding requirements (% of base salary 31 Dec 2021) Compliant with shareholding requirement JackBowles 301,919 8,255 623% 500% Yes Tadeu Marroco 106,653 2,916 363% 400%  See note 2 Executive Directors are required to hold shares equivalent to 100% of current shareholding requirements for two full years following the date of their departure with a sale restriction mechanism in place for this period. More detail on Executive Director shareholding requirements can be found in the Directors Remuneration policy on page [157] Ben Stevens was compliant with the post-employment shareholding requirement up to the end of the two year post employment shareholding period which ended on 4 August 2021. Eligibility of shares: (a) unvested ordinary shares under the DSBS, which represent deferral of earned bonus, are eligible and count towards the requirement on a net-of-tax basis; (b) unvested ordinary shares under the LTIP are not eligible and do not count towards therequirement during the performance period, but the estimated notional net number of ordinary shares held during the LTIP Extended Vesting Period are eligible and will count towards the requirement; and (c) ordinary shares held in trust under the all-employee share ownership plan (SIP) are not eligible and do not count towards the shareholding requirement. Non-Executive Directors are not subject to any formal shareholding requirements although they are encouraged to build a small interest inordinary shares during, the term of their appointment. As noted in the Directors' Remuneration policy on page [162] , future fees for Non-Executive Directors may be paid in cash or a combination of cash and shares, with the proportion to be paid in shares in a year to be disclosed in the relevant Directors' Remunerations Report. Notes: 1. Value of ordinary shares shown above: this is based on the closing mid-market share price on 31 December 2021 of 2,734p. 2. Tadeu Marroco was appointed as an Executive Director on 5 August 2019, prior to which the shareholding requirement for Mr Marroco was set at a lower percentage of salary with Mr Marroco being compliant with required percentage. Under the Directors’ Remuneration Policy, Executive Directors may generally sell a maximum of up to 50% of any shares vesting (after tax) under the Company’s share plans until the threshold for shareholding requirements has been met and Mr Marroco is compliant with this policy requirement. In line with the Directors’ Remuneration Policy, the shareholding requirement is equal to the value of the same multiple of salary at which LTIP awards are made to that Director, as such the shareholding requirement for Mr Marroco increased to 400% in 2020. 3. Meeting the guidelines: if an Executive Director does not at any time, meet the requirements of the shareholding guidelines, the individual may, generally, only sell a maximum of up to 50% of anyordinary sharesvesting (after tax)under theCompany shareplans until thethreshold required underthe shareholding guidelineshas been met. 4. Waiverof compliance with guidelines: this is permitted with the approval of the Remuneration Committee in circumstances where a restriction on a requested share sale could cause undue hardship. No such applications were received from the Executive Directors during 2021. @ Denotes phrase, paragraph or similar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 147 Executive Directors’ outstanding scheme interests – @ audited @ Plan At 1 Jan 2021 Awarded in 2021 Lapsed in 2021 Exercised/ released in 2021 At 31 Dec 2021 Exercise price (p) End of performance period Date from which exercisable or sharesreleased Jack Bowles LTIP 1 43,785 – 20,054 23,731 – 2,802 31 Dec 2026 Mar 21 LTIP 2 176,532 ––– 176,532 – 31 Dec 2128 Mar 24 LTIP 3 223,129 ––– 223,129 – 31 Dec 2230 Mar 25 LTIP 3 – 230,314 –– 230,314 – 31 Dec 2329 Mar 26 DSBS 12,064 –– 12,064 –– 31 Dec 2026 Mar 21 DSBS 26,192 ––– 26,192 – 31 Dec 2128 Mar 22 DSBS 53,618 ––– 53,618 – 31 Dec 2230 Mar 23 DSBS – 40,052 –– 40,052 – 31 Dec 2329 Mar 24 Sharesave –––––––– Sharesave –––––––– Tadeu Marroco LTIP 1 28,248 – 12,938 15,310 – 2,787 31 Dec 2026 Mar 21 LTIP 2 36,057 ––– 36,057 – 31 Dec 2128 Mar 22 LTIP 3 113,938 ––– 113,938 – 31 Dec 2230 Mar 25 LTIP 3 – 115,017 –– 115,017 – 31 Dec 2329 Mar 26 DSBS 7,783 –– 7,783 –– 31 Dec 2026 Mar 21 DSBS 13,233 ––– 13,233 – 31 Dec 2128 Mar 22 DSBS 24,388 ––– 24,388 – 31 Dec 2230 Mar 23 DSBS – 18,727 –– 18,727 – 31 Dec 2329 Mar 24 Sharesave 266 – 266 ––– 1 May 211 May 21 Sharesave – 433 –– 433 – 1 May 241 May 24 Sharesave 624 ––– 624 – 1 May 251 May 25 Notes: 1.Details of the performance condition for the LTIP awards granted in 2018 (which vested during 2021), and of achievement against that condition in the period to 31 December 2020, weresetoutintheAnnual Report on Remuneration for the year ended 31 December 2020. 2. Details of the performance condition attached to 2019 LTIP awards, and of achievement against that condition in the period to 31 December 2021, are set out on page [127] . 3. Details of the performance condition attached to 2020 and 2021 LTIP awards are set out on page [148] . Further details in relation to scheme interests granted during the year ended 31 December 2021 Plan Ordinary shares awarded Price per ordinary share at award 1 Face value ofaward £’000 Proportion of award vesting for threshold performance (%) Performance period Date from which exercisable or sharesreleased Jack Bowles LTIP 2 230,314 2,794p 6,435 15 2021–2023 29 Mar 26 DSBS 40,052 n/an/a 29 Mar 24 Tadeu Marroco LTIP 2 115,0172,794p 3,214 15 2021-2023 29 Mar 26 DSBS 18,727 n/an/a 29 Mar 24 Notes: 1.The price per ordinary share is the price used to determine the number of ordinary shares subject to the awards, which is calculated as the average of the closing mid-market price of an ordinary share over the three dealing days preceding the date of grant. 2. Details of the performance condition attached to these LTIP awards are set out on page [148] . ![]() BAT Annual Report and Form 20-F 2021 148 Further details in relation to performance conditions attaching to outstanding scheme interests LTIP awards granted in 2020 LTIP awards granted in 2021 1 January 2020–31 December 2022 1 January 2021–31 December 2023 Weighting Threshold Maximum Weighting Threshold Maximum Relative TSR Ranking against a peer group of international FMCG companies 20% At median, 3% of award vests Atupper quartile, 20% of award vests 20% At median, 3% of award vests Atupper quartile, 20% of award vests EPS growth at current rates of exchange Compound annual growth in adjusted diluted EPS measured at current rates of exchange 20% At5% CAGR, 3% of award vests At10% CAGR, 20% of award vests 20% At5% CAGR, 3% of award vests At 10% CAGR, 20% of award vests EPS growth at constant rates of exchange Compound annual growth in adjusted diluted EPS measured at constant rates of exchange 20% At5% CAGR, 3% of award vests At10% CAGR, 20% of award vests 20% At5% CAGR, 3% of award vests At 10% CAGR, 20% of award vests Adjusted revenue growth Compound annual growth measured at constant rates of exchange 20% At 3% CAGR, 3% of award vests At5% CAGR, 20% of award vests 20% At 3% CAGR, 3% of award vests At 5% CAGR, 20% of award vests Adjusted operatingcash flow conversion ratio Measured at current rates of exchange, as a percentage of APFO 20% At85%, 3% of award vests At9 5%, 20% of award vests 20% At85%, 3% of award vests At95%, 20% of award vests #### 7 Other Disclosures Payments to past directors or for loss of office There were no payments to past Directors or for loss of office. Relative importance of spend onpay To illustrate the relative importance of the remuneration of the Directors in the context of the Group’s finances overall, the Remuneration Committee makes the following disclosure: Item 2021 £m 2020 £m % change Remuneration of Group employees 1 2,717 2,744 (1%) Remuneration ofExecutive Directors 10 8 25% Remuneration ofChairman and Non-Executive Directors 2 2 - Total dividends 2 4,904 4,745 3% Notes: 1. Total remuneration ofGroup employees: this represents the total employee remuneration costs for the Group, set out on page [191] within note 3(a) in the Notes on the Accounts. 2. Total dividends: this represents the total dividends paid in 2021. For further details please refer to pages [79] , [352] and [353] . Shareholder dilution – options and awards outstanding Satisfaction of Company share plan awards in accordance with the Investment Association’s Principles of Remuneration New ordinary shares issued by the Company during the year ended 31December2021 – by the issue of new ordinary shares; – ordinary shares issued from treasury only up to a maximum of 10% ofthe Company’s issued share capital in a rolling 10- year period; – within this 10% limit, the Company can only issue (as newly issued ordinary shares or from treasury) 5% of its issued share capital to satisfy awards under discretionary or executive plans; and – the rules of the Company’s Deferred Share Bonus Scheme do not allow for the satisfaction of awards by the issue of new ordinary shares. – 26,191 ordinary shares issued by the Company in relation to the Sharesave Scheme; – a total of 956,857 Sharesave Scheme options over ordinary shares in the Company were outstanding at 31 December 2021, representing 0.04% ofthe Company’s issued share capital (excluding shares held in treasury); and – optionsoutstanding under the Sharesave Scheme are exercisable until1 March 2027 at option prices ranging from 2,076p to4,056p. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 149 #### 8 The Remuneration Committee and Shareholder Engagement Remuneration Committeecurrent members DimitriPanayotopoulos (Chairman) Sue Farr Dr Marion Helmes Savio Kwan Role As set out in the Terms of Reference, the Remuneration Committee is responsible for: – determining andproposing theDirectors’Remuneration Policy (covering salary,benefits, performance-based variable rewards and retirementbenefits) forshareholderapproval; – determining, within the terms of the approved Directors’ Remuneration Policy, the specific remuneration packages for the Chairman and the Executive Directors, on appointment, on review and, if appropriate, any compensation payment due on termination of appointment; – the settingof targets applicable forthe Company’s performance-based variable reward schemes anddetermining achievement against those targets, exercisingdiscretion where appropriate and as provided bythe applicablescheme rules and the Directors’ Remuneration Policy; – reviewing Group workforce remuneration and related policies, and the alignment of incentives and rewards with Group culture, taking these into account when setting the policy for Executive Director remuneration. Providing feedback to the Board on workforce reward, incentives and conditions applicable across the Group and supporting the Board’s monitoring of the Group’s culture and its alignment with the Group’s purpose, values and strategy; – setting remuneration for members of the Management Boardand the Company Secretary; and – monitoring and advising the Board on any major changes to the policy on employee benefit structures for the Group. Remuneration Committee terms of reference The Committee’s terms of reference align with the requirements of the UK Corporate Governance Code 2018. No changes were made to the Remuneration Committee’s terms of reference in 2021. For the Remuneration Committee’sterms ofreferencesee: www.bat.com/governance Attendance at meetings in 2021 1 Name Member since Attendance/ Eligible to attend Scheduled Attendance/ Eligible to attend Ad Hoc Dimitri Panayotopoulos 1(b) 2015 4/4 2/3 Sue Farr 2016 4/4 3/3 KarenGuerra 2(b) 2020 – 2021 1/1 2/2 Marion Helmes 2019 4/4 3/3 SavioKwan 2016 4/4 3/3 Notes: 1. Number of meetings in 2021: (a) the Committee held seven meetings in 2021, three of which were ad hoc: (b) Dimitri Panayotopoulos did not attend the ad hoc meeting in February 2021 due to a scheduled medical appointment. That ad hoc meeting was chaired by a member of the Remuneration Committee in accordance with the Committee's Terms of Reference. 2. Membership: (a) all members of the Committee are independent Non-Executive Directors in accordance with the UK Corporate Governance Code 2018 Provisions 10 and 32 and applicable NYSE listing standards; and (b) Karen Guerra stepped down from the Committee with effect from 1 April 2021. 3. Other attendees: the Chairman, the Chief Executive, the Director, Talent, Culture and Inclusion, the Group Head of Reward and other senior management, including the Company Secretary, may be consulted and provide advice, guidance and assistance to the Remuneration Committee. They may also attend Committee meetings (or parts thereof) by invitation. Neither the Chairman, any Executive Director nor member of senior management plays any part in determining their own respective remuneration. 4. PwC LLP: Appointed inJanuary 2020 as oneof theRemunerationCommittee’s remuneration consultants, representatives ofPwCLLP attendedmeetingsof theRemunerationCommittee in 2021. PwC LLP agrees to the Remuneration Consultants Group (RCG) Code of Conduct which seeks to clarify the scope and conduct of the role of executive remuneration consultants when advising UK listed companies and is one of the founding members of the RCG. The Committee is satisfied that the advice received is independent and objective. 5. Meridian Compensation Partners: Appointed inJanuary2020 as oneof theRemunerationCommittee’s remuneration consultants, a representativeof MeridianCompensation Partners attended meetings of the Remuneration Committee in 2021. ![]() BAT Annual Report and Form 20-F 2021 150 Remuneration Committee advisers during 2021 Independent externaladvisers Services provided to theRemunerationCommittee Fees Other services provided totheCompany PwC LLP 1,2 General advice on remunerationmatters including: market trends and comparator group analysis; policy review and shareholder engagement perspectives; and independent measurement of the relativeTSR performance conditions. 2021: £165,946 2020:£126,013 Tax, corporate finance and consulting services to Group companies worldwide excluding the US. Meridian 2 General advice on remunerationmatters including market trends, shareholderengagement perspectives and comparator groupanalysis. 2021: $72,974 2020:$49,537 Consulting services to Group companies in the US. Herbert Smith Freehills LLP Advice in respect of share plan regulations is provided to the Company and is available to the Remuneration Committee. Fees relate to advice givento the Company. General corporate legal andtax advice principally inthe UK. KPMG LLP Specified procedures to assist in the assessment of the calculations of the STI bonus and LTI outcomes and future targets. 2021: £29,000 2020:£28,000 Audit andtax services and othernon-audit services. Notes: 1. PwC LLP also provides other international services and international tax advice such as tax return services including for certain globally mobile directors. The Remuneration Committee advisory team is not involved in any other services PwC provides to the Group. 2. The fees payable to PwC and Meridian are based on annual fixed fees for specified services with anything outside this scope being charged on a time and material basis. Regularwork programme 2021 The Remuneration Committee: – reviewed salaries for the Executive Directors to take effect from 1 April 2021, taking into account market positioning and the level of salary increases awarded to UK employees. A programmeof shareholderengagement on executiveremuneration was conducted,led by the Committee Chairman, and the Committee considered feedback from shareholders (discussed at page [131] ; – reviewed salaries for members of the Management Board and the Company Secretary from 1 April 2021, taking into account market positioning and the level of salary increases awarded to UK employees; – assessed the achievement against the targets for the 2020 STI award and set the STI targets for 2021; – reviewed updates on performance against the 2021 STI target measures and for outstanding LTIP awards; – assessed the achievement against the performance conditions for the vesting of the 2018 LTIP award, determined the contingent level of LTIP awards for March 2021 and reviewed the associated performance conditions; – assessed the achievement against the targets for the 2020 Share Reward Scheme and set the targets for the 2021 award; – reviewed and assessed the target ranges across STI and LTI plans to ensure there is an appropriate level of stretch within the target range todrive performance forthe benefit ofshareholders; – reviewed the Annual Statement and the Annual Report on Remuneration for the year ended 31 December 2020 prior to its approval by the Board and subsequent proposal to shareholders at the Company’s AGM on 28 April 2021; – reviewed the 2021 AGM voting results relating to remuneration resolutions, market trends in the context of that annual general meeting season and corporate governance developments in the UK and the US; – monitored the continued application of the Company’s shareholding guidelines for the Executive Directors and members of the Management Board;and – reviewed the Remuneration Committee’s effectiveness following the Board and Committee evaluation process, discussed further onpages [114] to [115] . Directors' Remuneration Policy The Committee conducted an in-depth assessment of proposed changes to the current Directors' Remuneration Policy and an associated programme of shareholder engagementled by the Committee Chairman. In determining the revised Directors' Remuneration Policy to be proposed to shareholders at the Company's AGM on 28 April 2022, the Committeehas takeninto accountshareholder feedback, remuneration and relatedpolicies applicableto thewider workforce, the alignment of incentives and rewards with the Group's culture, the application of the UK Corporate Governance Code and applicable regulations. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 151 Other activities in 2021 The Remuneration Committee – reviewed the terms of appointment and associated remuneration, and terms of termination of employment, in connection with Management Boardchanges duringthe year; – reviewed elements of the Group’s workforce remuneration strategy and their alignment with Executive Directors’ remuneration and their alignment with the Group’s culture, with specific focus on the reward architecture for management grade employees across the Group; – approved changes to the methodology for calculating the share of market read for the STI volume share metric in a limited number of markets, based on the local marketenvironmentand reportingcapabilities; and – reviewed the UK gender pay report for 2020 for applicable UK Group companies, prior to publication in March 2021. #### Voting on Remuneration and Engagement with Shareholders At the AGM on 28 April 2021, shareholders considered and voted on the 2020 Directors’ Remuneration Report as set out on the table below. No other resolutions in respect of Directors’ remuneration or incentives were considered at the 2021 AGM. Further information regarding shareholder engagementin relation to remuneration matters is setout in the Annual Statement on Remunerationon page [128] and in the discussion of Board engagement with shareholders onpages [106] to [107] . Approvalof Directors’ Remuneration Report¹ 2021 AGM Percentage for 61.71 Votesfor (including discretionary) 1,091,216,857 Percentage against 38.29 Votes against 676,947,189 Total votes cast excluding votes withheld 1,768,164,046 Votes withheld ³ 16,119,810 Total votes cast including votes withheld 1,784,283,856 The Directors’ Remuneration Policy was approved by shareholders at the 2019 AGM. A summary of this Policy is on pages [133] to [134] . Approvalof Directors’ Remuneration Policy² 2019 AGM Percentage for 92.63 Votesfor (including discretionary) 1,641,331,721 Percentage against 7.37 Votes against 130,661,885 Total votes cast excluding votes withheld 1,771,993,606 Votes withheld ³ 1,820,757 Total votes cast including votes withheld 1,773,814,363 Notes: 1. Directors’ Remuneration Report: does not include the part of the Remuneration Report containing the Remuneration Policy (see note 2 below). 2. Directors’Remuneration Policy: was approved by shareholders at the 2019 AGM held on 25 April 2019 and is set out in full in the 2018 Annual Report on Remuneration. 3. Votes withheld: these are not included in the final proxy figures as they are not recognised as a vote in law. The Directors’ Remuneration Report has been approved by the Board on 10 February 2022 and signed on its behalf by: DimitriPanayotopoulos Chairman, Remuneration Committee 10 February 2022 ![]() BAT Annual Report and Form 20-F 2021 152 Introduction This policy section of the Remuneration Report (the Policy Report) sets out a proposed new Remuneration Policy for the Executive Directors andthe Non-Executive Directors. This new Remuneration Policy, which is intended to replace the current remuneration policy approved by shareholders at the 2019 AGM, is subject to a binding vote by shareholders at the AGM on 28 April 2022 and, if approved, will come into effect from 29 April 2022. The new Remuneration Policy is set out in full on the following pages with changes from the current remuneration policy identified for reference. Principles of remuneration The Committee’s remuneration principles are to: – reward, as an overriding objective, the delivery of the Group’s long-term strategy in a manner which is simple, straightforward and understandable and whichis aligned with shareholders’ interests; – structure a remuneration package that is appropriately positioned relative to the market and comprises core fixed elements and performance-based variableelements; – design the fixed elements of pay (comprising base salary, pension and other benefits) to recognise the skills and experience of our Executive Directors and to ensure current and future market competitiveness in attracting talent; – design thevariable elementsof pay (provided via two performance-based incentive schemes: a short-termincentive scheme deliveredthrough a combination of a cash element and a deferral element, and a long-term incentive scheme), to be both transparent and stretching and to support, motivate and reward the successful delivery of the Group’s long-term strategy and growth for shareholders on a sustainable basis; – ensure that reputational, behaviouraland otherrisks that can arise from target-based incentive plansare identified and mitigated; – maintainan appropriate balancebetween fixed payand the opportunity to earn performance-related remuneration with immediate and deferred elements, such that the majority of the Executive Directors' total remuneration package is delivered in BAT shares; – ensure that the performance-based elements form, at maximum opportunity, between 80% and 90% of the Executive Directors’ total remuneration packages; – ensure, through its annual review, that the Remuneration Policy is both rigorously applied and remains aligned with the Company’s purpose, values and strategy and the need to promote the long-term success of the Company; and – ensure that remuneration arrangements aretransparentand promote effective engagement withshareholders and the workforce. Our remuneration principles and the key elements of the Directors’ Remuneration Policy align with the UK Corporate Governance Code 2018 requirements, as follows: Clarity and simplicity Our policy provides an overall remunerationpackage thatis transparent for ourExecutiveDirectorsand shareholders alike;its simple structure has a clear and straightforward link to the delivery of the Group’s long-term strategy. Principles driving fixed remuneration (salary, benefits, pension) are closely aligned with the wider workforce and variable remuneration (STI and LTI) rewards delivery of financial and strategic objectives both in the short and long-term. Risk The combination of performance target setting for the STI and LTI, the inclusion of provisions for discretionary adjustments and malus and clawback provisions ensure that we remunerate our Executive Directors in accordance with high standards of governance while mitigating, as far as possible, reputational and other risks arising from remuneration that are not proportionate to outcomes. Predictability andproportionality There is a clear link between the operation of our short and long-term incentive plan awards and the delivery of our strategy and long-term performance. Variable remuneration at the Company accountsfor between 80%-90%of an Executive Directors’ total remuneration, ensuring that poor performance is not rewarded. Further detail on short and long-term incentive plan awards are detailed on pages [155 and 156] Alignment to culture The Remuneration Committee has worked extensively to develop a policy that closely aligns the Executive Directors to the wider workforce and rewards long-term sustainable performance. The Remuneration Committee continually reviews the Policy, taking into account any feedback received from engagement with the wider workforce and shareholders, to ensure it is aligned to the Company’s purpose and values, and promotes the long-term success of the Company. Summary of keychanges The background and explanation of the proposed key changes from the current remuneration policy are given in the Annual Statement from the Chairman of the Remuneration Committee starting on page [128] of this Remuneration Report. Those key changes have been further explained in relevant sections of the Policy Report as summarised below: Policy Element Change in Policy Page Number Short-TermIncentive(STI), performance measures Underlying policy is unchanged, however alternative measures and weightings have been selected for awards to be made in 2022. [155] Long-Term Incentive Plan(LTIP), performance measures Underlying policy is unchanged, however alternative measures and weightings have been selected for awards to be made in 2022. [156] Malus and clawback Updated and expanded to reflect market best practice [157] #### Annual Statement onRemuneration #### Continued #### Policy Report #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 153 #### Future Policy Table – Executive Directors Base salary Howthe element supports the Company’sstrategic objectives To attract and retain high calibre individuals to deliver the Company’s strategic plans and to offer market-competitive levels of guaranteed cash to reflect an individual’s skills, experience and role within the Company. Operation of the element 2022 Policy: no change in policy Base salary is normally paid in 12 equal monthly instalments during the year. Salaries are normally reviewed annually in February (with salary changes effective from April) or subject to an ad hoc review on a significant change of responsibilities. Salaries are reviewed taking into account factors including individual performance as well as appropriate market data includinggeneral UK paytrendsand a companysize andcomplexity model based on a Pay Comparator Group\*. The Committee will review and potentially amend the constituents of the Pay Comparator Group from time to time. \*Current constituents ofthe paycomparatorgroup are: Accenture, AltriaGroup, Anheuser-Busch Inbev, AstraZeneca, Bayer,Coca-Cola Company, Colgate-Palmolive, Danone,Diageo, GlaxoSmithKline,Heineken, Imperial Brands, Johnson& Johnson, Kraft Heinz,L'Oreal, LVMH, Microsoft, Mondelez International, Nestle, Nike, Novartis, PepsiCo, Philip Morris International, Procter & Gamble, Reckitt Benckiser, salesforce, Siemens,Unilever,Vodafone. Maximum potential value 2022 Policy: no change in policy Annual increases for Executive Directors’ base salaries in the normal course will generally be in the range of the increases in the base pay of other UK-based employees in the Group and will not exceed 10% per annum. The salary of a recently appointed Executive Director as he or she progresses in a role may exceed the top of the range of the salary increases for UK-based employees where the Committee considers it appropriate toreflect theaccrual of experience. Asignificant change inresponsibilities or material change in role may be reflected in an above average increase (which may exceed 10%) in salary. Benefits Howthe element supports the Company’sstrategic objectives To provide market-competitive benefits consistent with the role which: – attract and retain high calibre individuals to deliver the Company’s strategic plans; and – recognise that such talent is global in source and that the availability of certain benefits (e.g. relocation, repatriation, taxation compliance advice) will from time to time be necessary to avoid such factors being an inhibitor to accepting the role. Operation of the element 2022 Policy: no change in policy The Company currently offers the following contractual benefits to Executive Directors: a car or car allowance ; the use of a car and driver for personal and business use; employment tax advice (including in instances where multi-jurisdictional tax authorities are involved); tax equalisation payments (where appropriate); private medical insurance , including general practitioner ‘walk-in’ medical services ; personal life andaccident insurance ; and housing and education allowances orsimilar arrangements as appropriateto family circumstances (anticipated to be provided for Executive Directors who relocate internationally). Other benefits may include the Executive Directors' and their partners’ attendance at hospitality or similar functions, and the provision of services and benefits which may be treated as benefits for tax purposes, such as the provision of home security and the reimbursement of expenses incurred in connection with their duties. Other benefits not identified above may be offered if, in the Committee’s view, these are necessary in order toremain aligned withmarketpractice. With the exception of the car or car allowance, in line with the UK market and the practice followed for all the Group’s other UK employees, it is also practice to pay the tax that may be due on benefits. The Companyprovides Directorsand Officers liability insurance (D&O) andan indemnity to Directors to cover costs and liabilities incurred in the execution of their duties. ![]() BAT Annual Report and Form 20-F 2021 154 Maximum potential value 2022 Policy: no change in policy The maximum potential values are based on market practice for individuals of this level of seniority, with any tax on benefits paid by the Company in addition. The maximum annual value (subject to periodic inflation-related increases where applicable) that can be offered for the following benefits is: – car allowance : £20,000; – use of a car and company driver for personal and business use : cost is dependent on the miles driven in any year; – the cost of private medical insurance is dependent on anindividual’scircumstances and is provided on a family basis; – GP ‘walk-in’ medical services located close to the Group’s headquarters in London : £5,000 per annum; – personal life andaccident insurance designed to pay out at a multiple of four and five times base salary, respectively; – employment taxadvice as required, but not exceeding £30,000 and tax equalisation payments as agreed by the Committee from time to time; and – housing and educationallowances or other similararrangements, as appropriatetothe individual’s family circumstances. Pensions Howthe element supports the Company’sstrategic objectives To provide competitive post-retirement benefit arrangements which are alignedto the wider workforce whilst also recognising the external environment in the context of attracting and retaining senior high calibre individuals to deliver the Group’s long-term strategy. Operation of the element 2022 Policy: no change in policy Defined contributionbenefits Executive Directors are eligible to receive a pension benefit equivalent to 15% of base salary, which the Committee may determine to provide as a contribution into the British American Tobacco UK Pension Plan (the "Plan") (or a similar defined contribution arrangement from time to time) or as a gross cash sum paid in lieu thereof. The level of contribution in the Plan is restricted to take into account the annual allowance, and the individual may elect to accumulate any balance in the Defined Contribution Unfunded Unapproved Retirement Benefits Scheme ("DC UURBS") or receive the balance as a gross cash sum. The DC UURBS closed to new entrants on 31 March 2021. Operation The pension arrangements operate in accordance withthe rulesof the applicable scheme, including in respect of any benefits payable in the event of death or on early retirement. Details of the Executive Directors’ accrued pension benefits are provided in the Annual Report on Remuneration on page [139] . Maximum potential value The maximum annual contribution in the defined contribution section of the Pension Fund is 15% of base salary in alignment with the wider workforce. Excess benefits (whether accrued in the DC UURBS or paid as a cash sum) are subject to this same limit. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 155 Short-term incentives: International Executive Incentive Scheme (IEIS) Howthe element supports the Company’sstrategic objectives To incentivise the attainment of corporate targets aligned to the Group’s strategic objectives on an annual basis, with adeferredelement toensure alignment withshareholders' interests. To ensure, overall, a market-competitive package to attract and retain high calibre individuals to deliver the Group’s long-term strategy. Operation of the element 2022 Policy: no change in policy The IEIS is awarded 50% in cash and 50% in shares through the Deferred ShareBonus Scheme (DSBS) . The deferred shares normally vest after three years and attract additional dividend equivalentshares. IEIS cash payments are subject to clawback provisions, and the deferred shares element of the IEIS is subject to updated malus and clawback provisions, as described on page [157] . Performance assessment 2022 Policy: underlying policy is unchanged, however alternative measures / weightings have been selected for awards to be made in 2022 The IEIS is assessed against a range of performance measures. The Committeedeterminesperformancemeasures, weightings and targets annually eachyear. The Remuneration Committee will review the formulaic outcome of the incentive measures to ensure it reflects the underlying performance of the business and the experience of shareholders over the performance period. The Committee retains the ability to adjust any formulaic outcomes if considered appropriate. Any such adjustments will be fully disclosed in the relevant Directors' Remuneration Report. In cases of identified poor individual performance, the corporate result may be reduced by up to 50%. Performance measures for 2021 can be found on page [137] and for 2022 on page [143] . Maximum potential value and payment andthreshold 2022 Policy: no change in policy Chief Executive – Maximum 250% of salary; on-target 125% of salary. Other Executive Directors – Maximum 190% of salary; on-target 95% of salary. The payout at threshold is 0% for each performance measure. ![]() BAT Annual Report and Form 20-F 2021 156 Long-term incentives: Long-Term Incentive Plan (LTIP) Howthe element supports the Company’sstrategic objectives To incentivise individuals to deliver the Group’s long-term strategy and promote the long-term success of theCompany, andfacilitatethe appointment andretention of senior high-calibre talent. To put in place a combination of measures with appropriately stretching targets around the long- term plan that provides a balance relevant to the Company’s business and market conditions as well as providing alignment between Executive Directors’ and shareholders’interests. Operation of the element 2022 Policy: no change in policy LTIP awards are annual awards over shares that vest only to the extent that: 1. the performance condition is satisfied at the end of the three-yearperformance period ; and 2. an additional vesting period of two years from the date of the third anniversary of the date of grant has been completed – the LTIP Extended Vesting Period . Participants may receive a dividend equivalent which is delivered in additional shares on vesting at the end of the LTIP Extended Vesting Period to the extent to which awards vest. LTIP awards may be delivered in any form provided under the LTIP rules as approved by shareholders. Awards are subject to updated malus and clawback provisions, as described on page [157] . Performance assessment, measures and weighting 2022 Policy: underlying policy is unchanged, however alternative measures / weightings have been selected and the TSR comparator group has been updated for awards to be made in 2022 The Committee sets performance measures and targets for each LTIP grant. Measures, weightings and performance conditions will be selected based on the strategic priorities for BAT at that time. The performance measures and weightings for the LTIP grant in 2022 will be: 1. Relative total shareholder return (TSR) (20%) . 2. Growth in New Categories revenue (15%) . 3. Adjusted diluted earnings per share (ESP) growth (30%) . at current rates (15%) at constant rates (15%) 4. Adjusted revenue growth (15%) . 5. Adjusted operating cash flow conversion ratio(20%) . The Remuneration Committeewill engage with shareholders in advance if it proposes significant changes to the LTIP performance measures. The Remuneration Committee will review the formulaic outcome of the incentive measures to ensure it reflects the underlying performance of the business and the experience of shareholders over the performance period. The Committee retains the ability to adjust any formulaic outcomes if considered appropriate. Any such adjustments will be fully disclosed in the relevant Directors' Remuneration report. Maximum potential value and payment at threshold Maximum award of shares permitted is 500% of salary for Executive Directors. The payout for threshold performance is 15% of maximum for each measure. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 157 All-employee shareschemes Howthe element supports the Company’sstrategic objectives Executive Directors are eligible to participate in the Company’s all-employee share schemes, in the same way as the wider workforce, which are designed to incentivise employees by giving them an opportunity to build shareholdings in the Company. Operation of the element 2022 Policy: no change in policy The Company currently operates two all-employee share schemes: the Sharesave Scheme , an HM Revenue & Customs (HMRC) tax-advantaged savings-related share option scheme, and the Share Incentive Plan (SIP) –an HMRC tax-advantaged plan operated by the Companyto allow eligible employees to purchase shares in the Company (the Partnership Plan ) and to make an annual award of free shares of a level based on performance in the previous financial year (the Share Reward Scheme ). Maximum potential value 2022 Policy: no change in policy Executive Directors are subject to the same limits on participation as other employees, as defined by the applicable statutory provisions. Currently, these limits are monthly savings under the Sharesave Scheme of £500 per month, and annual share purchases under the Partnership Plan of £1,800 and annualshare awards under the Share Reward Scheme of£3,600. Shareholding requirements Howthe element supports the Company’sstrategic objectives To strengthen the alignment between the interests of the Executive Directors and those of the shareholders by requiring Executive Directors to build up a high level of personal shareholding in the Company. To ensure long-term alignment through theoperationof post-employment shareholding requirements. Operation of the elementand performance metrics used 2022 Policy: no change in policy Executive Directors are required to hold shares in the Company: – during service as a Director, equal to the value of the same multiple of salary at which LTIP awards are made to that Director; and – after ceasing service as a Director during the period until the second anniversary of cessation of employment with the Group, of a value equal to 100% of the shareholding requirement that applied whilst a Director. In order to monitor and enforce the above provisions, former Executive Directors are required to hold their shares in a nominee account in respect of which a sale restriction applies to shares held to comply with the requirements. Those Executive Directors who do not meet the shareholding requirements may generally sell a maximum of up to 50% of any shares vesting (after tax) until the threshold for the shareholding requirements has been met. The estimated notional net-of-tax number of shares held subject to unvested awards under the DSBS element, and LTIP Awards during the LTIP Extended Vesting Period, will count towards therespective shareholding requirements. A waiver of compliance with the shareholding requirements is permitted at the discretion of the Committee in circumstances which the Committee considers to be exceptional. Additional notes to the Future Policy Table: 1.The Committee reserves the right to make any remuneration payments where the terms were agreed prior to an individual being appointed an Executive Director of the Company or prior to the approval and implementation of the Remuneration Policy (including, for the avoidance of doubt, pursuant to the current Remuneration Policy). This includes the achievement of the applicable performance conditions for Executive Directors who are eligible to receive payment from any award made prior to the approval and implementation of the Remuneration Policy. 2. The Company recognises the opportunities and benefits that accrue to the Company and its Executive Directors who undertake non-executive roles. Consequently, an Executive Director may, with the permission of the Board, undertake a single external appointment and the Executive Director may retain the fees from such appointment. 3. Malus andclawback : Bonus amounts paid under the IEIS are subject to clawback provisions, and awards made under the DSBS and the LTIP are subject to malus and clawback provisions. Malus and clawback provisions apply to DSBS awards and the cash portion of the IEIS respectively for the duration of three years from the date of the award and to LTIP awards for the duration of 5 years from the date of award if: (1) there has been a material misrepresentation in relation to the performance of any Group company, relevant business unit and/or the participant; (2) an erroneous calculation was made in assessing the extent to which an award vested or bonus was paid, which in either case resulted in the value of the award or payment being more than it should have been; or (3) there is an insolvency event or corporate failure. Malus and Clawback provisions apply to DSBS and LTIP awards at any time before or after the vesting of a share award or at any time after the payment of IEIS cash element where it is determined that the participant: (1) committed misconduct; (2) caused a material loss for any Group company as a result of (a) reckless, negligent or wilful actions or (b) inappropriate behaviour or behaviour that is not aligned with corporate values; (3) contributed to serious reputational damage of any Group company or one of its business units, in each case prior to the vesting of the relevant award or payment of the bonus. Where the Committee determines that these provisions are to be applied, the participant may be required to repay up to the excess value which was paid or vested. This repayment may also be effected by the number of shares subject to the award being reduced and/or by a reduction in other cash or share-based awards held by the participant. 4.The operation of the remuneration policy for employees below Board level is discussed on pages [163 and 164] . ![]() BAT Annual Report and Form 20-F 2021 158 #### Illustrations of the Application of the Remuneration Policy The levels of remuneration to be received by Jack Bowles and Tadeu Marroco as Executive Directors for the first complete year in which the Remuneration Policy will apply areshown as the hypothetical values of their remuneration packagesunder different performance scenarios in the charts below. Remuneration outcomesfor varying levels of performance 05000100001500020000 Chief Executive 50% 60% 100% 41%37% 22% 53% 16%28% 56% 12%22%44%22% £11,786,527 £15,100,552 £1,844,452 £4,495,672 Fixed Remuneration IEISLTIP Share price growth Finance & Transformation Director 1000 Maximum plus 50% share price growth Maximum On-target Minimum Maximum plus 50% share price growth Maximum On-target Minimum 100% 45%34% 21% 52% 18% 26%56% 14%21%44% £1,023,910 £2,269,180 £5,763,970 £7,370,770 22% The following assumptions have been applied in the chart above. Chief Executive Finance and TransformationDirector Fixedremuneration Salary:£1, 325,610(effective1Jan2022) Pension: 15% of salary Benefits: £320,000 (illustrative based on 2021 figure) Sa l ary :£803, 4 0 0(eff e c ti ve1Ja n2022) Pension: 15% of salary Benefits: £100,000 (illustrative based on 2021 figure) STI (IEIS) 250% 190% LTI(LTIP) 500%400% Minimum Fixedremuneration only: No IEIS payout; no vesting under LTIP On-target Fixed remuneration, plus: 50% IEIS payout; threshold vesting under the LTIP Maximum Fixed remuneration,plus: 100% IEIS payout; 100% vesting under the LTIP Maximum plus 50% share price growth Fixedremuneration, plus: All elements are the same as the maximum but assuming 50% share price appreciation during relevant performance period ofLTIP #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 159 #### Other Policy Provisions in Relation to Directors’ Pay Flexibility, judgement anddiscretion As the Remuneration Policy needs to be capable of operating over a three-year period, the Committee has built in a degree of flexibility to enable the practical implementation of the Remuneration Policy over that prospective lifetime, including as set out in the Future Policy Table above. The key discretions and areas of flexibility and judgement under the STI (cash and deferred shares) and LTI are summarised as follows: – to determine performance measures, weightings and targets annually for the STI and to set performance measures and targets for each LTIP grant based on the strategic priorities of BAT at that time. – to alter performance conditions if events happen which cause the Committee to determine that the performance conditions are no longer a fair measure of the Company's performance, or to take account of legal changes or to obtain or retain favourable tax, regulatory or exchange control treatment or in the event that it considers it fair and reasonable to do so, provided that the revised target is, in the opinion of the Committee, not materially less challenging than was intended in setting the original condition. – to exercise available discretions in connection with any termination of employment or change of control or similar event. – to determine whether awards under the LTIP are delivered as options or under any other form permitted under the LTIP rules as approved by shareholders, and in respect of operational matters not otherwise covered by this Policy, to operate the IEIS, DSBS and LTIP in accordance with their terms. – to operate the malus and clawback provisions. #### Approach to Remuneration of Directors on Recruitment Principles In making an Executive Director appointment (whether an internal promotion orexternal appointee) the Committee will follow these principles. 2022Policy: no change in policy – British American Tobacco seeks to appoint senior, high calibre managers. Many of its competitors for talent are based outside the UK. – To offer a package (both fixed salary, pension and performance-related remuneration) which is sufficiently competitive (but not excessively so) so that senior, high calibre candidates can be appointed, and which is designed to promote the long-term success of the Company. – The Committee will consider the market, including the Pay Comparator Group, and by reference to other companies of equivalent size and complexity to ensure that it does not overpay. – Consideration will be given to relevant factors, such as the candidate’s skills, knowledge and experience and his or her current package and current location in determining the overallpackage. – Internal pay relativities and the terms and conditions of employment of the new and existing Executive Directors will be considered to ensure fairness between Executive Directors. External appointment to role ofExecutiveDirector – additional considerations 2022 Policy: no change in policy – Maximum incentive opportunities will be set in line with the Policy set out in the policy table. – The Committee will consider matching up to the maximum of the expected value of lost short or long-term incentive awards in order to facilitate the recruitment of that individual. – A replacement award would generally take the form of either a one-off award with a vesting period similar to the award given up (and, in the case of a replacement of a performance-based award,appropriate performance conditions) or a cash replacement payment inrespect of an award that is within three months of vesting, although in either case the Committee may make otherarrangements as it deems tobe necessary. – Where appropriate, a replacement awardwill alsobe made subject to malus and clawback provisions. Relocation British American Tobacco may provide appropriate relocation support. 2022Policy: no change in policy Relocation support of up to £200,000 may be provided in connection with recruitment. Examples of this support may include: shipment of goods; temporary accommodation; assistance to find accommodation;tax support services; and spouse or partner career counselling. Inbound relocation and shipment expenses are subject to clawback provisions. ![]() BAT Annual Report and Form 20-F 2021 160 #### Service Contracts – Executive Directors The following table describes the provisions of the service contracts of Jack Bowles and Tadeu Marroco. It is currently anticipated that service contracts for newly-appointed Executive Directors will not contain terms differing materially from these provisions (provided that other arrangements may be entered into in connection with the recruitment of Executive Directors, as described in the ‘Approach to remuneration of Directors on recruitment’ section on page [159] ). Notice period – no change in policy Employed on a permanent contract, terminable by either party on one- year’s notice. A period of notice to be given by either the Executive Director or the Company of 12 months. The Company may require the Executive Director to be on garden leave during all or any part of the period of notice (whether given by the Executive Director or the Company). Contractual terms – no change in policy The contract includes obligations which could give rise to, or impact upon, remuneration and/or payments for loss of office. The provisions of the Company’s incentivearrangementsapplicable on a termination of employment are set outseparately below. The primary obligations under the contract which may give rise to remuneration or payments for loss of office are as follows: – to terminate the contract only on the expiry of 12 months’ written notice or to make a payment in lieu of notice in respect of all, or the unexpired part, of the 12 months’ notice calculated based on: (1) salary at then current base pay; and (2) the cost to the Company of providing private medical expenses insurance and personal accident insurance (or the Company may, at its option, continue those benefits for the unexpired period of the notice). In determining the value of a payment in lieu of notice the Company shall not be required to reward failure on the part of the Executive Director and shall have regard to corporate governance standards at the termination date. The Company may, at its reasonable discretion, make the payment in lieu of notice in phased monthly or quarterly instalments and may determine that it should be reduced in accordance with the duty on the part of the Executive Director to mitigate their loss; and – to continue to pay the Executive Director’s salary and contractual benefits during any garden leave period. In addition to the contractual rights to a payment on loss of office, the Executive Director may have statutory and/or common law rights to certain additional payments depending on the circumstances of the termination. Inspection of service contracts Copies may be inspected at the Company’s registered office; these contractsare amended annually following the salary review. The dates of the latest service contracts are shown below: ExecutiveDirector Execution date of current service contract JackBowles 11 December 2018 (appointment as an Executive Director commenced 1 January 2019) Tadeu Marroco 5 August 2019 #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 161 #### Policy on Payment for Loss of Office Treatment of awards under the share incentive schemes: no change in policy International Executive Incentive Scheme (IEIS)/DeferredShare Bonus Scheme (DSBS) Long-Term IncentivePlan (LTIP) All-employeescheme The releaseof awardsis dependent on ‘leaver’ status and is at the discretionof the Committee. Plan ‘Good leaver’‘Other’ leaver scenarios IEIS and DSBS 2022Policy: no change in policy ‘Good leavers’ are eligible for a bonus pro-rated for the period of employment during theyear. Payments made during a notice period or after cessation may, at the discretionof the Committee, be made in cash only. Bonusesareassessed based on actual full-year performance and paid at the normal time. Deferredawards under the DSBS will vest upon termination ofemployment. No entitlement to a bonus but the Committee has the discretion to treat ‘other’ leavers in the same manner as ‘good leavers’; thisdiscretion is not exercisable in the case of summary dismissal. Deferredawards underthe DSBS will lapse unless the Committee, in its absolute discretion, decides otherwise. LTIP 2022Policy: no change in policy. Vesting occurs at the end of theLTIP Extended Vesting Period, subject to performanceover the normal performance period and, whereapplicable, pro-rated for the period of employment during theperformance period. Unvested awards, including any awards which are still subject to the LTIP Extended Vesting Period, will lapse unless the Committee, in its absolute discretion, decides otherwise. All-employeeshare schemes Directors are treated in accordance with the scheme rules, in the same manner asapplies toall employees. The Committee retainsdiscretion in deciding ‘good leaver’ status other than in cases of automatic ‘good leavers’ as set out in the applicable provisions of the DSBS and LTIP rules. The discretionary powers are intended to provide flexibility as Executive Directors may leave employment for a broad variety of reasons which may not necessarily fall within the prescribed category of ‘good leaver’. The Committee exercises its discretion by reference to guidelines which set out its agreed relevant factors to assist in the determination of a leaver’s status. Guidelines Factors which may indicate that discretion may be exercised to treat as a ‘good leaver’ Factors which may indicate that discretion may notbe exercised Resignation intending to cease workaltogether. Resignation from the Company to work for a competitor or to undertake a role otherwise acting in conflict with the interests of the Company. Resignation intending to take up a different occupation, such as a portfolio career. Resignation from the Company notwithstanding the Company’s plansand roledemands. Delayed resignation from the Company to accommodatethe Company’splans or the demands of his or her current workload. Termination or resignation in any circumstance involving factors suchas misconduct or poor performance. Departure at the request of and/or with the agreement of the Company. In exercising its discretion, the Committee will also take into account the individual’s overall performance as well as their contribution to the Company during their total period of employment. Other – no change in policy – Payment of legal fees incurred by an individual in connection with reviewing a settlement agreementon terminationof employment. – Reimbursement of reasonable relocation costs of up to £200,000 where an Executive Director (and, where relevant, his or her family) had originally relocated to take up the appointment; this may include the shipment of personal goods and winding-up his or her affairs in the UK and the incidental costs incurred in doing so. In certain circumstances, the Committeemay approve newcontractualarrangements with departing Executive Directors, potentially including(but notlimitedto) settlement, confidentiality, restrictive covenants and/or consultancyarrangements. These arrangementswould onlybe entered into where the Committee believes that it is in the best interests of the Company and its shareholders to do so. ![]() BAT Annual Report and Form 20-F 2021 162 #### Terms of Appointment for the Chairman and other Non-Executive Directors Non-Executive Directors, including the Chairman, are appointed as officeholders, not employees. In any given year, the period of appointment runs from the close of the Company’s last AGM to the close of the Company’s next AGM. The Chairman may terminate his or her appointment on one month’s written notice, and the Company may give a compensation payment in lieu of all or part of such notice. The Chairman may be removed by the Company prior to the expiry of his or her term of appointment by three months’ written notice or a compensation payment in lieu of all or part of such notice. A Non-Executive Director may terminate his or her appointment at any time in accordance with the Company’s Articles of Association. Alternatively, a Non-Executive Director’s appointment will terminate if: (1) the Board requests that he or she not offer himself or herself for re-election at the next AGM; (2) the Non-Executive Director is not re-elected at the next AGM; (3) the Non-Executive Director is required to vacate office for any reason pursuant to any of the provisions of the Company’s Articles of Association; or (4) the Non-Executive Director is removed as Director or otherwise required to vacate office under any applicable law. Chairman and Non-ExecutiveDirectors Fees 2022 Policy: policyhas beenupdated so fees may be delivered in cash or a combination of cash and shares The Chairman receives a single all-inclusive fee. Other Non-Executive Directors receive a base fee and may also receive additional fees in respect of committee membership and/or chairmanship. The Committee considers annually the fee payable to the Chairman and to the other Non-Executive Directors. This process may take into account factors including the breadth and demands of the relevant role as well as comparison with fees paid by the same comparator group of companies used for setting the base salary of Executive Directors. The annual review does not necessarily result in a change to the fees. Fees may be paid in cash or a combination of cash and shares, with the proportion to be paid in shares in a year to be disclosed in the relevant Directors' Remuneration Report. It is anticipated that any future aggregate increase in fees for the Chairman and other Non- Executive Directors will generally be in the range of the increases in the base pay of UK-based employees in the Group and will not exceed 10% per annum during the policy period. 1 The Chairman and other Non-Executive Directors do not participate in any discussion on their own respective remuneration. Benefits, travel and related expenses 2022 Policy: no change in policy Non-Executive Directors may be reimbursed for the cost of travel, accommodation and related expenses incurred in connection with their duties and are eligible to use general practitioner ‘walk-in’ services. The Non-Executive Directors and their partners may attend hospitality or similar functions. Benefits for the Chairman may also include: the use of a Company driver; private medical insurance and personal accident insurance benefits; the provisionof home andpersonal security; and assistance in relation to personal tax matters. If necessary, the Company will pay for independent professional advice in connection with the performance of duties as Non-Executive Directors. The Company provides D&O insurance and an indemnity to the Non-Executive Directors to cover costs and liabilities incurred in the execution of their duties. In instances where any benefits, reimbursements or expenses are classified by HMRC as a benefit to the Non-Executive Directors, it is also the practice of the Company to pay any tax due on any such benefits. Other 2022 Policy: no change in policy There are no formal requirements or guidelines to hold shares in the Company. No Non-Executive Director is eligible to participate in the British American Tobacco share schemes, bonus schemes or incentive plans and no Non-Executive Director may be a member of any Group pension plan. Note: 1.Aggregate fees limit: the total annual fees of the Chairman and other Non-Executive Directors are limited to the overall aggregate annual limit authorised by shareholders with reference to the Company’s Articles of Association (currently £2,500,000). #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 163 #### Principles of Remuneration for Our Wider Workforce The Group’s remuneration policies and practices are founded on a high degree of alignment and consistency across the organisation. Accordingly, remuneration forsenior management isdetermined considering the remuneration principles thatapply tothe Executive Directors, and similar principles also form the basisof the remunerationarrangements for the widerworkforce. The reward strategy for all employees is built around the following four strategic pillars and comprises fixed and variable remuneration elements: Competitive yet sustainableEquitably differentiated – Competitive remuneration, able to attract andretaintalent. – Agility tomeet changinggenerational needs. – Responsible cost structure to support profit delivery. – Differentiatedon clear andobjectivecriteria – level, performance and experience. – Supportedby unbiased processes and tools. Transparent Aligned toshareholder interests – Clear and inclusive policies, openly communicated. – Individual total reward package statements form part of regular annual cycle. – Competitive employment cost base and incentives that align the interests of employees withthose of shareholders. A globally consistent pay comparator group, derived from the peer group used by the Remuneration Committee for executive pay benchmarking, is utilised across all levels of the organisation for pay benchmarking purposes, with an appropriate level of flexibility provided to the other employing entities. The approach to annual salary reviews is consistent across the Group, with consideration given to the scope of the role, level of individual experience, responsibility, individual performance and pay levels in the selected peer group. All middle-to-senior managers are eligible to participate in a short-term incentive plan with the same metrics as Executive Directors. Other employees in corporate functions are eligible to participate in annual bonus plans, which mirror the Executive Directors’ performance objectives. Functional incentive schemes are offered to the Group’s employees in non-corporate positions such as sales force or manufacturing roles. Opportunities and metrics which apply to those schemes may vary by organisational level with functional performance indicatorsincorporated where appropriate. Senior managers are eligible to participate in the long-term incentive schemes, namely the Performance Share Plan (PSP) and the Restricted Share Plan (RSP), with opportunities varying across levels with the most senior managers having a bigger portion of their pay delivered under the long-term incentive schemes. Metrics under the PSP are the same as those for Executive Directors. In the UK, all employees are encouraged to become shareholders by participating in all-employee share plans on the same terms as Executive Directors. Similar all-employee share schemes have been adopted for other jurisdictions with the goal of encouraging broader long-term employee ownership. Retirement benefits, typically in the form of a pension, are provided based on local market practice. Pension contribution rates for Executive Directors under the defined contribution scheme are aligned with those available to the wider UK employee population. Other benefits provided tothe wider employee population reflect local marketpractice and legislative requirements. The key difference between Executive Directors’ remuneration and the wider employee population is the increased emphasis on long- term performance in respect of Executive Directors, with a greater percentage of their total remuneration being performance-related and delivered in BAT shares. This includes anadditionaltwo-year holding period on vested LTIPs, andpost-employment shareholding requirements whichdo notapply to other employees other than members ofthe Management Board. Fixed remuneration Salary – Salary isa key element oftotalremuneration forall employees. – Salary ranges for each gradeare setby reference to external marketdata, and individual positioning within the setsalary ranges will depend onlevel of experience, responsibility and individual performance. – Annual salary reviews typically take place in April each year. In several markets Collective Labour Agreements (CLAs) exist covering some employees, therefore, some of the above principles may not apply. Benefits and recognition – Benefits provided to employees reflect local market practice and legislative requirements. – The benefits architecture for the Group includes core benefits (such as medical insurance and life insurance) and local statutory benefits and may be delivered as a combination of benefits in kind, cash allowance and flexible benefits. – Additionalfinancial and non-financial rewards can bemade for outstandingcontributions to the business inexceptional circumstances. Pension – Retirement benefitsare provided toemployees based onlocal marketpractice. – Under the UK Defined Contribution arrangements, the Company contributions for all UK employees is 10% of base salary rising to a maximum of15% on a matching basis. For managers in senior management roles, the total contribution to the British American Tobacco UK PensionPlan(“Plan”) is automatically restricted to £4,000 per annum in line with the UK government’s Tapered Annual Allowance. The balance of any Company contributions due above this £4,000 limit is paid as a cash allowance or, alternatively, paid into the Defined Contribution Unapproved Unfunded Retirement Benefits Scheme (DC UURBS). The DC UURBS closed to new entrants on 31 March 2021. Employees can choose to opt out of the restriction and have all the Company contribution paid into the Plan. ![]() BAT Annual Report and Form 20-F 2021 164 Variable remuneration Short-term incentives Short-term incentive schemes are designed to reward employees across the business for the delivery of financial, strategic and operational targets. TheGroupoperates various short-term incentive arrangements, as set out below, withparticipationdependent onrole. International ExecutiveIncentive Scheme(IEIS) –globally aligned schemefor all managersin senior managementroles (c. 1,700 employees), including the Executive Directors. – Incentive opportunities for the IEIS participants are defined globally for each eligible grade. – A portion of any award receivable is deferred in BAT shares for three years, with the remaining portion paid in cash during the following year. – Dividend-equivalent payments onall unvested deferred shares are paid quarterlyin cash via payroll. Corporate annual bonusplans – in operation for employees in corporate functions who are not eligible to participate in the IEIS (c. 15,000 employees). – Designed to mirror the basic construct of the IEIS with opportunity levels set locally. – Performance metrics aligned to those of the IEIS. Functional incentive schemes –in operation for employees in non-corporate functions, examples include trade marketing or factory incentive schemes. – Opportunity levels are set locally and vary by grade. – Functional performance measures are incorporated into each scheme to ensure line of sight for participants. Long-term incentives Long-term incentive schemes are designed to reward and retain our senior talent while aligning the interests of leaders with those of our shareholders. From 2020, we have moved from a single LTI plan to a segmented approach by grade as set out below. Restricted Share Plan (RSP) – globally aligned discretionary plan for managers at eligible grades in senior management roles (c. 540 employees), excluding the Executive Directors. Aligns scheme participants with the success of the Group through its share price. – Opportunity levels are defined globally for each eligible grade. – No performance conditions apply to awards. – Awards are typically granted in March of each year, and vest in full following the end of the three-year vesting period provided the participant remains an employee of the Group on the vesting date. – Dividend-equivalent payments are paid onshares vesting. Performance Share Plan (PSP) – discretionary plan for our most senior managers (c. 160 employees), including the Executive Directors, which rewards their contribution to the long-term global performance of the Company. – Consistent performance measures across all plan participants with opportunity levels defined globally for each eligible grade. – Awards vest only to the extent that the performance conditions are satisfied at the end of the three-year performance period. – Awards are typically granted in March of each year, and vest following the end of a three-year performance period. – Dividend-equivalent payments are paid onany shares vesting. All-employeeshare schemes – In the UK, all employees are eligible to participate in the Company’s all-employee share schemes (c.2,500 employees) – the Partnership Share Scheme, the Sharesave Scheme and the Share Incentive Plan – all of which are HMRC-approved plans, which are designed to incentivise employees by giving them an opportunity tobuild shareholdings in the Company. #### Annual Statement onRemuneration #### Continued #### Remuneration Report ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 165 Process insetting ExecutiveDirectors’ remuneration The Committee considers the budgeted salary increases for the UK-based employee population, the guidance given to managers on the rangeof salary increases and other remuneration arrangementsand employmentconditions for all UK-based employees when determiningremuneration forthe Executive Directors. It is expected that future salary increases for the Executive Directors will be in line with the range set out in the salary review guidelines for the general UK employee population, except in exceptional circumstances, such as where a recently appointed Executive Director’s salary is increased to reflect his or her growth in the role over time or where significant additional responsibilities are added to the role. As a key principle, management provides the Remuneration Committee with visibility of the potential impact of proposed changes to the Executive Directors’ Remuneration Policy on the wider employee population. Workforce engagement The Board keeps up to date with the current views of our workforce and provides the workforce with information, including on how executive pay and the pay of the wider workforce are aligned, through a combination of engagement methods across multiple channels at different levelsof our organisation. These include town halls, workscouncils, webcasts, global independently managed speak-up channels, our biennial‘Your Voice’ globalemployee survey, anddirect engagementthrough Directors’ market and site visits wherepossible. Feedback from these channels is collected across the Group and are independently analysed to define the priority themes. The consolidated feedback and themes are reviewed by our Board each year, as part of our Workforce Voice in the Boardroom programme. This focuses on ensuring the Board understands the views of our workforce, and reviews details of the key themes identified and how we have responded. The views of our workforce are a key consideration for the Remuneration Committee when reviewing the reward priorities of the organisation. In 2021 we conducted our latest ‘Your Voice’ global employee survey, with the results of this survey also serving as a factor in shaping the reward agenda of the organisation. Although employees are not specifically consulted on the policy for Directors’ remuneration, there continues to be an ongoing dialoguewith employees, througha variety of channels, about the Company’s broader pay practices. In addition to the Workforce Voice in the Boardroom programme, the Remuneration Committee also receives updates from management on feedback received during the year where relevant to remuneration matters considered by the Remuneration Committee and takes feedback into account as applicable in determining executive remuneration. The Remuneration Committee is regularly updated on the pay principles and practices in operation across the Group and considers them in relation to the implementation of the Directors’ RemunerationPolicy, and in ensuringthereis an appropriate degreeof alignmentthroughout the Group. ![]() BAT Annual Report and Form 20-F 2021 166 #### Responsibility of Directors Governance Statement of Directors’ Responsibilities in Respect ofthe Annual Report and the Financial Statements @ The Directors are responsible for preparing the Annual Report and the Group and ParentCompany financial statements inaccordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financialstatementsfor each financialyear. Under that law they arerequired topreparethe Group financial statements in accordancewith UK-adopted internationalaccounting standards and applicable law andhave electedto prepare the Parent Company financialstatementsin accordance with UK Accounting Standardsand applicable law,including FRS 101 Reduced DisclosureFramework . In preparing these Group financial statements, the Directors have also elected to comply with IFRS as issued by the International Accounting Standards Board (IFRSasissued by the IASB). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Parent Company and of the Group’s profit or loss for that period. In preparing each of the Group and ParentCompany financial statements, the Directors are required to: – select suitable accounting policies and thenapply them consistently; – make judgements and estimates that arereasonable, relevant, reliableand prudent; – for theGroupfinancial statements, state whetherthey have been prepared in accordance withUK-adopted international accounting standards; – for theParent Company financialstatements, state whether applicable UK AccountingStandards have been followed, subject toany material departures disclosed and explained in the Parent Company financialstatements; – assess the Group and Parent Company’s ability to continue as a going concern, disclosing, asapplicable, matters related togoing concern; and – use the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, orhave no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’stransactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable themto ensurethat its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that arefree from material misstatement, whether dueto fraudor error,and have generalresponsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the Annual Report included on the Company’s website. Legislation inthe UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. #### Directors’ Declaration in Relation to Relevant #### AuditInformation @ Having made appropriate enquiries, each of the Directors who held office at the date of approval of this Annual Report confirms that: – to the best of his or her knowledge and belief, there is no relevantaudit information of which the Company’s auditors areunaware; and – he or she has taken all steps that a Director might reasonably be expected to have taken in order to make himself or herself aware of relevant audit information and to establish that the Company’s auditors are aware of that information. #### Responsibility Statement of the Directors inRespect #### of the Annual Financial Report @ We confirm that to the best of our knowledge: – the financialstatements, prepared inaccordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and theundertakings included in the consolidation taken as a whole; and – the Strategic Report and the Directors’ Report include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. This responsibility statement has been approved and is signed by order of the Board by: Luc JobinTadeu Marroco ChairmanFinanceand TransformationDirector 10 February 2022 British AmericanTobacco p.l.c. Registered in England and Wales No. 3407696 @ Denotes phrase,paragraph orsimilar that does notformpart of BAT’s AnnualReport onForm 20-F as filed with the SEC. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 167 #### Independent Auditor’s Report @ #### To the Members of British American Tobacco p.l.c. #### 1 Our Opinion is Unmodified We have audited the financial statements of British American Tobacco p.l.c. (“the Company”) for the year ended 31 December 2021 which comprise theGroupIncome Statement, theGroupStatementof Comprehensive Income, theGroup andparentCompany Statement of Changes in Equity, the Group and parent Company Balance Sheets, the Group Cash Flow Statement, and the related notes, including the accounting policies in note 1. In our opinion: – the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2021 and of the Group’s profit for the year then ended; – the Group financial statements have been properly prepared in accordance withUK-adopted international accounting standards; – the parent Companyfinancial statements havebeen properly prepared in accordancewith UK accountingstandards, including FRS 101 Reduced Disclosure Framework; and – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Additional opinion in relation to IFRS as issued by the IASB As explained in the note to the Group financial statements, the Group, in addition to complying with its legal obligation to apply UK- adoptedinternational accountingstandards, has also applied International Financial Reporting Standards as issued bythe International Accounting StandardsBoard (IASB). In our opinion, the Group financial statements have been properly prepared in accordance with IFRS as issued by the IASB. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit Committee. We were first appointed as auditor by the directors on 23 March 2015. The period of total uninterrupted engagement is for the 7 financial years ended 31 December 2021. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited bythat standardwereprovided. #### 2 Key Audit Matters: Our Assessment of Risks of Material Misstatement Key audit mattersare those matters that, inour professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from 2020), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on these matters. Goodwill and trademarkswith indefinite lives impairmentanalysis – arising from the Reynolds American Inc. acquisition in 2017. Refer to page 122 (Audit Committee report), page 186 (accounting policy) and pages 206 to 210 (financial disclosures). Risk vs 2020: The risk: Forecast-based assessment: As a result of the 2017 acquisition of Reynolds American Inc. (“Reynolds American”), the Group, as at 31 December 2021 has goodwill and trademarks with indefinite lives of £33,021 million and £69,475 million, respectively (2020: goodwill of £32,719 million and trademarks with indefinite lives of £68,839 million). There is inherent uncertainty with regard to assumptions and estimates involved in the Group’s forecast-based assessment of the recoverability of the trademarks with indefinite lives and goodwill. There is significant auditor judgement involved in evaluating: (i) the budgeted revenue and discount rates used in the analysis of the recoverability of trademarkswith indefinite livesand goodwill allocated tothe Reynolds American cash-generating unit;and (ii) the impact of the proposed menthol ban on the terminal value and the discount rate for the Camel and Newport indefinite life trademarks and goodwillallocated to theReynoldsAmerican cash-generatingunit. The effect of these matters is that, as part of our risk assessment for audit planning purposes, we determined that the value-in-use calculations of both trademarks with indefinite lives and goodwill had a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. In conducting our final audit work, we concluded that reasonably possible changes to the value-in-use of both trademarks with indefinite lives and goodwill would not be expected to result in material impairment. The financial statements (note 12) disclose the sensitivity of the carrying amounts of relevant trademarks with indefinite lives and goodwill estimated by the Group. ![]() BAT Annual Report and Form 20-F 2021 168 #### Financial Statements #### Independent Auditor’s Report @ #### Continued Our response: Control design and operation: Evaluating the processes and controls within the goodwill and trademarks with indefinite lives impairment testing process, including controls over the development of the budgeted revenue and assessment of the impact of the proposed menthol ban on the assumptions listed above; Benchmarking and assessing assumptions: Assessing andchallenging Reynolds American’s budgeted revenue against externally derived publicly available data, including, broker and analyst reports, industry reports, media reports, macro-economic assumptions, academic and scientific studies, and regulatory changes. In addition, and specifically for the Newport and Camel indefinite lived trademarks and the goodwill allocated to the Reynolds American cash-generating unit, using relevant elements of this information to assess and challenge the terminal value used in Reynolds American’s value-in-use based assessment of the recoverability of those assets; Historical comparisons: Challenging the reasonableness of the assumptions, particularly budgeted revenue, by comparing the historical projections to actual results to assess the Group’s ability to accurately forecast; Assessment of the discount rate: We independently developed a range of discount rates with the assistance of our own valuations specialist and compared these rates to those utilised by Reynolds American to assess their reasonableness; Sensitivity analysis: Performing sensitivity analysis on the budgeted revenue to assess its impact on the Group’s determination that the fair values of the Reynolds American goodwill and trademarks with indefinite lives exceed their carrying value; and Assessing transparency: Assessing whether the Group’s disclosures detail the key estimates, judgements, and sensitivities with regard to the impairment testing of trademarks with indefinite lives and the goodwill arising from the Reynolds American acquisition. Our results: We found the conclusion that there is no impairment of trademarks with indefinite lives and goodwill arising from the Reynolds American acquisition to be acceptable(2020: acceptable). Contingent liabilities arising from litigation in Canada Refer to page 122 (Audit Committee report), page 189 (accounting policy) and pages 261 to 263 and 264 to 266 (financial disclosures). Risk vs 2020: The risk: Dispute outcome: The Group is subject to a large number of claims including class actions, which could have a significant impact on the results if potential exposures were to materialise. For our 2021 audit, in our judgement, the most significant risk continues to relate to ongoing litigation in Canada. Imperial Tobacco Canada Limited (“Imperial”) has received an unfavourable judgement on the smoking and health class actions certified by the Quebec Superior Court. As a result of this judgement, Imperial has filed for creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”). In seeking protection under the CCAA, Imperial will look to resolve not only the Quebec case but also all other tobacco litigation in Canada under an efficient and court supervised process, while continuing to trade in the normal course of business. The amounts involved are significant, and the Group’s application of accounting standards to determine the amount, if any, to be provided as a liability or disclosed as a contingent liability, is inherently subjective. Significant judgement was involved in auditing this determination, including evaluating the Group’s assessment of the relevant law, historical and pending court rulings, and the Group’s ability to estimate the likelihood and extent of any future economic outflow arising from the ultimate resolution of the Canadian litigation. The effect of these matters is that, as part of our risk assessment, we determined that the potential exposure to litigation requires a high degree ofjudgement,with a potential range ofreasonable outcomesgreater than our materiality for the financialstatementsas a whole, and possibly many times that amount. Our response: Control design and operation: Evaluating the processes and controls within the legal exposure process, including controls over the interpretation of relevant law and related court rulings and estimation of the likelihood and extent of any future economic outflow arising from the ultimate resolution of the Canadian litigation; Enquiry of lawyers: Reading letters received directly from the Group’s external and internal legal counsel that evaluated the current status of the Canadian legal proceedings. We also inquired of internal legal counsel to evaluate their basis for conclusions in their letter, including challenging that it is not possible to reliably estimate any potential liability based on the current status of the proceedings; Assess local legal precedence: Assessing relevant historical and recent judgements passed by the judicial court authorities in relation to the Canadianlitigation and reading therelatedCanadian court rulingsin ordertochallenge Imperial’s interpretation of the Canadian legal proceedings andthe related contingentliability disclosures; and Assessing transparency: Assessing whether the Group’s disclosures in relation to the Canadian litigation adequately disclose the potential liabilities. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 169 Our results: From the evidence obtained, we found the Group’s treatment of the contingent liabilities and related disclosures arising from litigation in Canada tobe acceptable (2020:acceptable). Recoverability of parent Company’s investment in subsidiaries. Refer to page 294 (accounting policy) and page 295 (financial disclosures). Risk vs 2020: The risk: Low risk, high value: The carrying amount of the parent Company’s investments in subsidiaries is £27,809 million (2020: £27,995 million) which represents 71% (2020: 77%) of the Company’s total assets. Their recoverability is not a high risk of significant misstatement or subject to significant judgement. However, due to the materiality of investments in subsidiaries in the context of the parent Company financial statements, this is considered to be the area that had the greatest effect on our overall parent Company audit. Our response: Tests of detail: Comparing the carrying amount of parent Company’s direct investments, representing 100% (2020: 100%) of the total investment balance with the relevant subsidiary’s draft balance sheet to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount and assessing whether those subsidiaries have historically been profit-making. We performed the tests above rather than seeking to rely on any of the parent Company’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures described. Our results: We found the conclusion that there is no impairment of the investment in subsidiaries to be acceptable (2020: acceptable). #### 3 Our Application of Materiality and an Overview of the Scope of Our Audit Materiality for the Group financial statements as a whole was set at £425 million (2020: £420 million), determined with reference to a benchmark of Group profit before taxation. This represents 4.6% (2020: 4.7%) of the Group’s reported profit before taxation. Materiality for the parent Company financial statements as a whole was set at £55 million (2020: £50 million) which is the component materiality for the parent Companydetermined by the groupaudit engagementteam. Thisis lowerthan the materiality we wouldotherwise have determined by reference to Company net assets and represents 0.15% of the Company’s net assets (2020: 0.15%). In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add upto amaterialamount across the financialstatementsas a whole. Performance materiality for the Group was set at 75% (2020: 75%) of materiality for the financial statements as a whole, which equates to £318 million (2020: £315 million). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. Performance materiality for the parent Company was set at 75% (2020: 75%) of materiality for the financial statements as a whole, which equates to £41.2 million (2020: £37.5 million). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £21 million (2020: £20 million) in addition to other identified misstatements that warranted reporting on qualitative grounds. 5% ![]() BAT Annual Report and Form 20-F 2021 170 #### Financial Statements #### Independent Auditor’s Report @ #### Continued Scope of our audit The Group operates three shared service centres (2020: three) in Romania, Malaysia and Costa Rica, the outputs of which are included in the financial information of the reporting components they service and therefore they are not separate reporting components. Each of the service centres is subject to specified risk-focused audit procedures, predominantly the testing of transaction processing and review controls. Additional procedures are performed at certain reporting components to address the audit risks not covered by the work performed over the shared service centres. We performed full scope audits for Group reporting purposes of 23 components (2020: 23 components). Audits of these components were performed using materiality levels assigned by the group audit team, which were lower than the materiality level for the Group as a whole, ranging from £55 million to £220 million (2020: £50 million to £200 million), and determined by reference to the size and risk profile of the components. Audits of one or more account balances were performed in respect of a further 10 components (2020: 13), using a materiality ranging from £45 million to £90 million (2020: £40 to £70 million) assigned by the Group audit team. Specified audit procedures have been performed at 2 components (2020: 2) using a materiality of £45 million (2020: £40 million). These 12 components for which we performed work other than full scope audits for group reporting purposes were not individually significant but were included in the scope of our Group reporting work in order to provide further coverage over the Group’s results. This is consistent with the approach that was adopted in 2020. The work on 30 of the 35 components (2020: 33 of the 38 components) was performed by component auditors and the rest, including the audit of the parent Company, was performed by the Group team. The percentages of the Group’s revenue, the total profits and losses that make up the Group’s profit before taxation and the Group’s total assets represented by the components within the scope of our work and procedures performed at corporate level are as follows: Group revenue 83% (84% 2020) Group profit before tax 79% (78%2020) Group total assets 96% (95%2020) 79% 4% 79% 5% 60% 18% 19% 57% 3% 93% 3% 92% 3% Full scope for Group audit purposes 2021 Audit of one or more account balances 2021 Specified risk-focused audit procedures2021 Full scope for Group audit purposes 2020 Audit of one or more account balances 2020 Specified risk-focused audit procedures2020 Residual components The remaining 17% (2020: 16%) of total group revenue, 21% (2020: 22%) of group profit before taxation and 4% (2020: 5%) of total group assets is represented by 274 (2020: 295) reporting components, none of which individually represented more than 2% (2020: 2%) of any of total Group revenue, Group profit before taxation or total Group assets. For the residual components, we performed analysis at an aggregated Group level to re-examine our assessment that there were no significant risks of material misstatement within these. The Group team instructed component auditors, and the auditors of the shared service centres, as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 171 We were able to rely upon the Group’s internal control over financial reporting in several areas of our audit, where our controls testing supported this approach, which enabled us to reduce the scope of our substantive audit work; in the other areas the scope of the audit work performed was fully substantive. Due to the travel restrictions imposed as a result of COVID-19, the Group team limited physical site visits to one component location in the United States for the purpose of business understanding, risk assessment and oversight procedures through discussions with the component team. This was performed as a virtual site visit in 2020. Consistent with 2020, the Group team performed virtual site visits at the shared service centres in Costa Rica, Malaysia, and Romania for the purpose of business understanding, risk assessment and performing detailed file reviews. In addition, the Group team held an audit risk planning and strategy virtual global conference which in-scope component auditors attended. Further to these visits and conference, the Group team also held regular telephone and/or online meetings as part of the audit planning phase to explain our audit instructions and discuss the component auditors’ audit plans as well as performing detailed remote file reviews upon the completion of the component auditors’ engagements. The findings reported to the Group audit team were discussed in more detail, and any further work required by the Group team that was then performed by the component auditor. #### 4 The Impact of Climate Change on Our Audit In planning our audit, we considered the potential impacts of risks arising from climate change on the Group’s business and its financial statements. The Group has set its targets under the Paris Agreement to be net carbon neutral in scope 1 and scope 2 emissions by 2030, and net carbon neutral in scope 3 emissions by 2050. Further information has been provided in the Group’s Strategic Report on page 47. This year has also seen the Group align their climate related disclosures with the recommendations of the Task Force on Climate Related Financial Disclosure (“TCFD”) for the first time. These disclosures are included on pages 58 to 67 of the Annual Report. Climate change risk could have a significant impact on the Group’s business as it adapts its strategy and operations to address the potential financial risks which could arise from boththe physical andtransitionrisks associatedwith climate change. To evaluateand assess the resilience of their business to climate change, the Group conducted a risk assessment exercise focusing on the impact of climate change on their agricultural supply chain. Further information can be found on page 63 and 64. As part of our audit, we have made enquiries of management to understand the extent of the potential impact of climate change risk on the Group’s financial statements. We have performed a risk assessment of how climate risks facing the Group, particularly the agricultural supply chain, and the Group’s strategy to mitigate these risks may affect the financial statements and our audit. Our risk assessment focused on the risk climate change may pose to the determination of future cash flows. We also held discussions with our own climate change professionals to challengeour risk assessment. On the basis of our risk assessment, we determined that while climate change poses a risk to future access to tobacco and nicotine and therefore to the forecast future cash flows, the risk to this year’s financial statements is not significant taking into account the extent of headroom on the Reynolds American cash-generating unit and indefinite-life intangibles. As such, there was no impact on our key audit matters. We have read the climate related information in the front half of the Annual Report, which included the Group’s adoption of climate related disclosures asrecommended bythe TCFD and considered consistency withthe financial statements andour auditknowledge. #### 5 Going Concern The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”). We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group’s and Company’s financial resources or ability to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial resources over this period were: – The enactment of regulation that significantly impairs the Group’s ability to communicate, differentiate, market or launch its products; and – Product liability, regulatory or other significant cases may be lost or compromised resulting in a material loss or other consequence. We also considered less predictable but realistic second order impacts, such as the impact COVID-19 and the erosion of customer or supplier confidence,which could result ina rapid reduction ofavailable financialresources. ![]() BAT Annual Report and Form 20-F 2021 172 #### Financial Statements #### Independent Auditor’s Report #### Continued We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible downside scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated by the Group’s financial forecasts. We considered whether the going concern disclosure in note 1 to the financial statements gives a full and accurate description of the Directors’ assessment of going concern. Our conclusions based on this work: – we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate; – we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period; – we have nothing material to add or draw attention to in relation to the directors’ statement in note 1 to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 1 to be acceptable; and – the related statement under the Listing Rules set out on page 83 is materially consistent with the financial statements and our audit knowledge. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation. #### 6 Fraud and Breaches of Laws and Regulations – Ability to Detect Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: – Enquiring of directors, the Audit Committee, and internal audit whether they have knowledge of any actual, suspected or alleged fraud, and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for “whistleblowing”. – Reading Board, AuditCommittee, Remuneration Committee, NominationsCommittee,Transactions Committee, Corporate Committee and Committees of the Board’s minutes. – Considering the InternationalExecutive Incentive Scheme andperformancetargetsfor senior management. – Using analytical procedures to identify any unusual or unexpected relationships. – Our forensic specialists assisted us in identifying fraud risk factors. This included attending the Risk Assessment and Planning Discussion and participating in meetings with management to discuss matters relating to ongoing criminal investigations and allegations of misconduct. With regards to anti-bribery and corruption, they assisted us in developing our audit approach to address fraud risk factors and reviewed reporting deliverables submitted by component audit teams that were scoped in for additional anti- bribery and corruption auditprocedures. We communicated identified fraudrisks throughout theaudit team and remained alert to any indications of fraud throughoutthe audit. This included communication from the group to component audit teams of relevant fraud risks identified at the Group level and request to component audit teams to report to the Group audit team any instances of fraud that could give rise to a material misstatement at Group. As required by auditing standards, and taking into account possible pressures to meet profit targets, we perform procedures to address the risk of management override of controls, in particular the risk that Group and component management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates. On this audit we do not believe there is a fraud risk related to revenue recognition as the revenue model is non-complex with no material estimation or manual intervention, revenue is disaggregated between a significant number of End Markets and remuneration targets are based on Group performance rather than End Market performance. We did not identify any additional fraud risks. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 173 In determining the audit procedures, we took into account the results of our evaluation and testing of the operating effectiveness of the Group-widefraud risk managementcontrols. We also performed procedures including: – Identifying journal entries to test from a Group perspective based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to revenue accounts, those approved by anindividual not authorised toapprove postings, those posted to accounts that contain significant estimates and period-end adjustments and those posted to accounts which could drive certain key metrics such as the bonus calculation. – Identifying journal entries to test for all components based on risk criteria and comparing the identified entries to supporting documentation. These included those posted by senior finance management or directors, journal entry posted by a user who only posted one entry for the fiscal year and those posted with an unusual combination. – Assessing whether the judgements made in making accounting estimates are indicative of a potential bias. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sectorexperience, through discussion with thedirectors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the Group to component audit teams of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level. The potentialeffect of theselaws and regulationson the financialstatementsvaries considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation, taxation legislation and pension legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, anti-bribery and corruption, money-laundering, sanctions, environmental protection legislation, food and drug administration, data privacy, competition and contract legislation recognising the financial and regulated nature of the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. For the criminal investigations into allegations of misconduct by the governmental authorities’ matters discussed in note 31 we performed inquiries, obtained legal confirmations, and assessed disclosures against ourunderstanding fromlegal correspondence. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in thefinancial statements, even though wehave properly planned and performed our audit in accordance withauditingstandards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures requiredby auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internalcontrols. Our audit procedures are designed todetect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations. ![]() BAT Annual Report and Form 20-F 2021 174 #### 7 We Have Nothing to Report on the Other Information in the Annual Report The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information. Strategic report and directors’ report Based solely on our work on the other information: – we have not identified material misstatements in the strategic report and the directors’ report; – in our opinion the information given in those reports for the financial year is consistent with the financial statements; and – in our opinion those reports have been prepared in accordance with the Companies Act 2006. Directors’ remuneration report In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Disclosures of emerging andprincipal risks and longer-term viability We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in respect of emerging and principal risksand the viability statement, andthe financial statements andour auditknowledge. Based on those procedures, we have nothing material to add or draw attention to in relation to: – the directors’ confirmation within the viability statement on page 92 that they have carried out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; – the group principal risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and – the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We are also required to review the viability statement, set out on page 92 under the Listing Rules. Based on the above procedures, we have concluded that the above disclosuresare materially consistent with the financial statements and our audit knowledge. Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and Company’s longer-term viability. Corporate governance disclosures We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance disclosures andthe financial statements andour auditknowledge. Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge: – the directors’ statement that theyconsider thatthe Annual Report andfinancial statementstakenas a whole isfair,balanced and understandable, and provides the informationnecessary for shareholders to assess the Group’s position and performance, business model and strategy; – the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the Audit Committee considered in relation to the financial statements, and how these issues were addressed; and – the section of the Annual Report that describes the review of the effectiveness of the Group’s risk management and internal control systems. We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in these respects. #### Financial Statements #### Independent Auditor’s Report @ #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 175 #### 8 We Have Nothing to Report on the Other Matters on Which We are Required to Report by Exception Under the Companies Act 2006, we are required to report to you if, in our opinion: – adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or – the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or – certain disclosures of directors’ remuneration specified by law are not made; or – we have not received all the information and explanations we require for our audit. We have nothing to report in these respects. #### 9 Respective Responsibilities Directors’ responsibilities As explained more fully in their statement set out on page 166, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financialstatementsthat are free from material misstatement, whether dueto fraudor error; assessing the Groupand parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. #### 10 The Purpose of Our Audit Work and to Whom We Owe Our Responsibilities This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and the terms of our engagement by the Company. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and the further matters we are required to state to them in accordance with the terms agreed with the Company, and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed. Philip Smart (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor CharteredAccountants 15 CanadaSquare London E145GL 10 February 2022 ![]() BAT Annual Report and Form 20-F 2021 176 #### Report of Independent Registered #### Public Accounting Firm #### To the Shareholders and Board of Directors of British American Tobacco p.l.c. #### Financial Statements This pageis intentionally left blank ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 177 This pageis intentionally left blank ![]() BAT Annual Report and Form 20-F 2021 178 #### Group Income Statement #### Financial Statements For the years ended31 December Notes 2021 £m 2020 £m 2019 £m Revenue 1 2 25,684 25,776 25,877 Raw materials andconsumables used (4,542) (4,583) (4,599) Changes in inventories of finished goods and work in progress 160 445 162 Employeebenefit costs 3 (2,717) (2,744) (3,221) Depreciation, amortisation andimpairmentcosts 4 (1,076) (1,450) (1,512) Other operating income 5 196 188 163 Loss on reclassification from amortised cost to fair value (3) (3)(3) Other operating expenses 6 (7,468) (7,667) (7,851) Profit from operations 2 10,234 9,962 9,016 Net finance costs 8 (1,486) (1,745) (1,602) Share of post-tax results of associates and joint ventures2, 9 415 455 498 Profitbefore taxation 9,163 8,672 7,912 Taxation on ordinary activities 10 (2,189) (2,108) (2,063) Profit for the year 6,974 6,564 5,849 Attributableto: Owners of the parent 6,801 6,400 5,704 Non-controlling interests 173 164 145 6,974 6,564 5,849 Earnings pershare Basic 11 296.9p 280.0p 249.7p Diluted 11 295.6p 278.9p 249.0 p Note: 1.Revenue is net of duty, excise and other taxes of £38,595 million, £39,172 million and £39,826 million for the years ended 31 December 2021, 2020 and 2019, respectively. The accompanyingnotesare anintegralpart of these consolidated financial statements. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 179 #### Group Statement of Comprehensive Income For the years ended31 December Notes 2021 £m 2020 £m 2019 £m Profit for the year 6,974 6,564 5,849 /(Other comprehensive income expense) Items that may be reclassified subsequently toprofit orloss: 509 (2,997) (3,216) Foreign currency translation and hedges of net investments in foreign operations – differences on exchange from translation of foreign operations 32 (2,597) (2,967) – reclassified and reported in profit for the year 22(c) 291 –– – net investment hedges – net fair value gains/(losses) on derivatives 75 (16) 21 – net investment hedges – differences on exchange on borrowings 24 (163) (18) Cash flowhedges – net fair value gains/(losses) 95 (257) (246) – reclassified and reported in profit for the year 32 90 53 – tax on net fair value (gains)/losses in respect of cash flow hedges 10(f) (32) 44 56 Investments held at fair value – net fair value gains 18 9 –– Associates – share of OCI, net of tax 9 (17) (98) (115) Items that willnot bereclassified subsequently to profitor loss: 313 55 (507) Retirement benefitschemes – netactuarial gains/(losses) 15 382 105 (582) – surplus recognition 15 (1) 10 (7) – tax on actuarial (gains)/losses in respect of subsidiaries 10(f) (82) (26) 75 Associates – share of OCI, net of tax 9 14 (34) 7 Total other comprehensive income/(expense) for the year, net of tax 822 (2,942) (3,723) Total comprehensive income for the year, net of tax 7,796 3,622 2,126 Attributableto: Owners of the parent 7,622 3,474 2,000 Non-controlling interests 174 148 126 7,796 3,622 2,126 The accompanyingnotesare anintegralpart of these consolidated financial statements. ![]() BAT Annual Report and Form 20-F 2021 180 #### Financial Statements #### Group Statement ofChangesinEquity Attributable to owners of the parent Notes Share capital £m Share premium, capital redemption and merger reserves £m Other reserves £m Retained earnings £m Total attributable to owners of parent £m Perpetual hybrid bonds £m Non- controlling interests £m Total equity £m Balance at1 January 2021 614 26,618 (6,600) 42,041 62,673 – 282 62,955 Total comprehensive income forthe year comprising: –– 523 7,099 7,622 – 174 7,796 Profit for the year ––– 6,801 6,801 – 173 6,974 Other comprehensive income for the year –– 523 298 821 –1 822 Other changes in equity Cash flowhedges reclassified and reported in total assets –– 45 – 45 –– 45 Employee share options – value of employee services 28 ––– 7676 –– 76 –treasury shares used for share option schemes –4– (4) –––– Dividends and otherappropriations – ordinary shares 22(f) ––– (4,904) (4,904) –– (4,904) – tonon-controllinginterests –––––– (162) (162) Purchase of own shares – held in employee share ownership trusts ––– (82) (82) –– (82) Perpetual hybridbonds – proceeds, net of issuance fees 22(d) ––––– 1,681 – 1,681 – tax on issuance fees –––––4–4 – coupons paid ––– (6)(6) –– (6) – tax on coupons paid –––11––1 Non-controlling interests – acquisitions 27( b) ––– (5)(5) –– (5) Other movements – non-controlling interests 27(b) ––––––66 Other movements ––– (4)(4) –– (4) Balance at 31 December 2021 614 26,622 (6,032) 44,212 65,416 1,685 300 67,401 The accompanyingnotesare anintegralpart of these consolidated financial statements. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 181 Attributable to owners of the parent Notes Share capital £m Share premium, capital redemption and merger reserves £m Other reserves £m Retained earnings £m Total attributable to owners of parent £m Non- controlling interests £m Total equity £m Balance at1 January 2020 614 26,609 (3,555) 40,234 63,902 258 64,160 Total comprehensive income forthe year comprising: –– (3,012) 6,486 3,474 148 3,622 Profit for the year ––– 6,400 6,400 164 6,564 Other comprehensive(expense)/income for the year –– (3,012) 86 (2,926) (16) (2,942) Other changes in equity Cash flowhedges reclassified andreported in total assets –– (33) – (33) – (33) Employee share options – value of employee services 28 ––– 8888 – 88 – proceeds from new shares issued –2––2–2 –treasury shares used for share option schemes –7– (7) ––– Dividends and otherappropriations – ordinary shares 22(f) ––– (4,747) (4,747) – (4,747) – tonon-controllinginterests ––––– (141) (141) Purchase of own shares – held in employee share ownership trusts ––– (17) (17) – (17) Other movements non-controlling interests 27( b) ––––– 1717 Other movements –––44–4 Balance at 31 December 2020 614 26,618 (6,600) 42,041 62,673 282 62,955 Attributable to owners of the parent Notes Share capital £m Share premium, capital redemption and merger reserves £m Other reserves £m Retained earnings £m Total attributable to owners of parent £m Non- controlling interests £m Total equity £m Balance at1 January 2019 614 26,606 (333) 38,557 65,444 244 65,688 Total comprehensive income forthe year comprising: –– (3,190) 5,190 2,000 126 2,126 Profit for the year ––– 5,704 5,704 145 5,849 Other comprehensive expense for the year –– (3,190) (514) (3,704) (19) (3,723) Other changes in equity Cash flowhedges reclassified andreported in total assets –– (32) – (32) – (32) Employee share options – value of employee services 28 ––– 115115 – 115 – proceeds from shares issued –3––3–3 Dividends and otherappropriations – ordinary shares ––– (3,476) (3,476) – (3,476) – tonon-controllinginterests ––––– (148) (148) Purchase of own shares – held in employee share ownership trusts ––– (117) (117) – (117) Other movements non-controlling interests 27(a),(b) ––––– 3636 Other movements ––– (35) (35) – (35) Balance at 31 December 2019 614 26,609 (3,555) 40,234 63,902 258 64,160 The accompanyingnotesare anintegralpart of these consolidated financial statements. ![]() BAT Annual Report and Form 20-F 2021 182 #### Financial Statements #### Group Balance Sheet 31 December Notes 2021 £m 2020 £m Assets Intangible assets 12 115,625 115,343 Property, plant andequipment 13 4,953 5,060 Investments in associates and joint ventures 14 1,948 1,796 Retirement benefitassets 15 918 714 Deferredtax assets 16 611 534 Trade and other receivables 17 210 242 Investments held at fair value 18 50 22 Derivative financialinstruments 19 243 367 Total non-current assets 124,558 124,078 Inventories 20 5,279 5,998 Income tax receivable 117 79 Trade and other receivables 17 3,951 3,721 Investments held at fair value 18 456 242 Derivative financialinstruments 19 182 430 Cash and cash equivalents 21 2,809 3,139 12,794 13,609 Assets classified as held-for-sale 13 3 Total current assets 12,807 13,612 Total assets 137,365 137,690 Equity –capital andreserves Share capital 22(a) 614 614 Share premium, capital redemptionand merger reserves 22( b) 26,622 26,618 Other reserves 22(c) (6,032) (6,600) Retained earnings 22(c) 44,212 42,041 Owners of the parent 65,416 62,673 Perpetual hybridbonds 22(d) 1,685 – Non-controlling interests 22(e) 300 282 Totalequity 67,401 62,955 Liabilities Borrowings 23 35,666 39,927 Retirement benefitliabilities 15 1,239 1,524 Deferredtax liabilities 16 16,462 16,314 Other provisions for liabilities 24 392 387 Trade and other payables 25 982 1,064 Derivative financialinstruments 19 79 41 Total non-current liabilities 54,820 59,257 Borrowings 23 3,992 4,041 Income tax payable 879 868 Other provisions for liabilities 24 461 598 Trade and other payables 25 9,577 9,693 Derivative financialinstruments 19 235 278 Total current liabilities 15,144 15,478 Total equity andliabilities 137,365 137,690 The accompanyingnotesare anintegralpart of these consolidated financial statements. On behalf of the Board Luc Jobin Chairman 10 February 2022 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 183 #### Group Cash Flow Statement For the years ended31 December Notes 2021 £m 2020 £m 2019 £m Profit for the year 6,974 6,564 5,849 Taxation on ordinary activities 2,189 2,108 2,063 Share of post-tax results of associates and joint ventures (415) (455) (498) Net finance costs 1,486 1,745 1,602 Profit from operations 10,234 9,962 9,016 Adjustments for – depreciation, amortisationand impairment costs 4 1,076 1,450 1,512 – decrease/(increase) ininventories 433 (144) (371) – (increase)/decrease in trade and other receivables (393) 300 (699) – decrease in receivables related to the charge in respect of the Quebec Class Actions 24 – – 436 – (decrease)/increase inMaster Settlement Agreement payable 6 (36) 369 (124) – increase/(decrease) in trade and other payables 183 (320) 730 – decrease in net retirement benefit liabilities (104) (96) (40) – (decrease)/increase in other provisions for liabilities (145) – 382 – other non-cash items 27(d) 430 46 106 Cash generatedfrom operating activities 11,678 11,567 10,948 Dividends receivedfromassociates 353 351 252 Taxpaid (2,314) (2,132) (2,204) Net cash generatedfrom operating activities 9,717 9,786 8,996 Cash flows from investing activities Interestreceived 33 48 80 Purchases of property,plant and equipment (527) (511) (664) Proceedson disposal of property, plantand equipment 31 44 34 Purchases of intangibles (218) (244) (151) Purchases ofinvestments (369) (343) (191) Proceeds on disposals of investments 141 184 339 Investment in associates and acquisitions of other subsidiaries net of cash acquired (133) 39 (86) Disposal of subsidiary, net of cash disposed of 27(d) (98) –– Net cash used in investing activities (1,140) (783) (639) Cash flows from financing activities Interest paid on borrowings and financing related activities (1,479) (1,737) (1,601) Interest element oflease liabilities (23) (26) (32) Capital elementof lease liabilities (154) (164) (154) Proceeds from increases inand new borrowings 978 9,826 4,247 Reductions in and repayments of borrowings (4,843) (10,633) (5,640) Inflows/(outflows)relating toderivative financialinstruments 229 (283) (564) Purchases of own shares held in employee share ownership trusts (82) (18) (117) Proceeds from the issue of perpetual hybrid bonds, net of issuance costs 22(d) 1,681 –– Coupon paid on perpetual hybrid bonds (6) –– Dividends paid to owners of the parent (4,904) (4,745) (4,598) Capital injection from and purchases of non-controlling interests 30 1 17 20 Dividends paidto non-controlling interests (150) (136) (157) Other 3 23 Net cash used in financing activities (8,749) (7,897) (8,593) Net cash flows (used in)/generated from operating, investing and financing activities (172) 1,106 (236) Differences onexchange (253) (253) (57) (Decrease)/increase in net cash and cash equivalents in the year (425) 853 (293) Net cash and cash equivalents at 1 January 2,888 2,035 2,328 Net cash and cash equivalents at 31 December 21 2,463 2,888 2,035 The accompanyingnotesare anintegralpart of these consolidated financial statements. ![]() BAT Annual Report and Form 20-F 2021 184 #### Financial Statements #### Notes on Accounts #### 1 Accounting Policies Basis of preparation The consolidated financial statements have been prepared in accordance with International FinancialReporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) andUK-adopted international accounting standards @ , and in accordance with the provisions of the UK Companies Act 2006 @ . UK-adopted international accounting standards differ in certain respects from IFRS as issued by the IASB. The differences have no impact on the Group’s consolidated financial statements for the periods presented. The consolidated financial statements have been prepared on a going concern basis under the historical cost convention except as described in the accounting policy below on financial instruments. In performing itsgoing concern assessment, management considered forecasts and liquidity requirements within the going concern period. This includes the impact of COVID-19, as well as the payments arising from the Master Settlement Agreement due in the U.S. in 2022 and other known liabilities or future payments (including interim dividends), asthey fall due. The preparation ofthe consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. The key estimates and assumptions are set out in the accounting policies below, together with the related notes to the accounts. The critical accounting judgementsinclude: – the identification and quantification of adjusting items, which are separately disclosed as memorandum information, is explained below and the impact of these on the calculation of adjusted earnings per share is described in note11; – the determination as to whether to recognise provisions and the exposures to contingent liabilities related to pending litigation or otheroutstanding claims, as well as other contingent liabilities. The accounting policy on contingent liabilities, which are not provided for, is set out below and the contingent liabilities of the Group are explained in note 31. Judgement is necessary to assess the likelihood that a pending claim is probable (more likely than not to succeed), possible or remote; – the determination as to whether control (subsidiaries), joint control (jointarrangements),or significant influence(associates) exists in relation to the investments held by the Group. This is assessed after taking into account the Group’s ability to appoint Directors to the entity’s Board, its relative shareholding compared with othershareholders, any significant contracts or arrangements with the entity orits other shareholders and other relevant facts and circumstances. The application of these policies to Group subsidiaries in territories including Canada is explained in note 32; – the review of applicable exchange rates for transactions with and translation of entities in territories where there are restrictions on the free access to foreign currency, or multiple exchange rates; and – the determination as to whether perpetual hybrid bonds should be classified as equity instead of borrowings (note 22(d)). The critical accounting estimates include: – the review of asset values, especially indefinite life assets such as goodwill and certain trademarks and similar intangibles. The key assumptions used in respect of the impairment testing are the determination ofcash-generating units, thebudgetedand forecast cash flows of these units, the long-term growth rate for cash flow projections and the rate used to discount the cash flow projections. These are described in note 12; – the estimation of and accounting for retirement benefit costs. The determination of the carrying value of assets and liabilities, as well as the charge for the year, and amounts recognised in other comprehensiveincome, involves judgementsmade in conjunction with independent actuaries. These involve estimates about uncertain future events based on the environment in differentcountries, including lifeexpectancy of scheme members, salary and pension increases, inflation, as well as discount rates and asset values at the year-end. The assumptions used by the Group and sensitivity analysis are described in note 15; and – the estimation of amounts to be recognised in respect of taxation and legal matters, and the estimation of other provisions for liabilities and charges are subject to uncertain future events, may extend over several years and so the amount and/or timing may differ from current assumptions. The accounting policy for taxation is explained below. The recognised deferred tax assets and liabilities, together with a note of unrecognised amounts, are shown in note 16, and a contingent tax asset is explained in note 10(b). Other provisions for liabilities and charges are as set out in note 24. Litigation related deposits are shown in note 17. The application of these accounting policies to the payments made and credits recognised under the Master Settlement Agreementby Reynolds American Inc. (Reynolds American)is described in note 6(b). Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable inthe circumstances and constitute management’s best judgement at the date of the financial statements. In the future, actual experience may deviate from these estimates and assumptions, which couldaffect thefinancial statements as the original estimates and assumptions are modified, as appropriate, in the year in which the circumstances change. These consolidatedfinancial statements were authorised for issue by the Board of Directors on 10 February 2022. Basis of consolidation The consolidated financial informationincludes thefinancial statementsof British American Tobacco p.l.c.and its subsidiary undertakings, collectively ‘the Group’, together with the Group’s share of the results of its associates and joint arrangements. A subsidiary is an entity controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Non-controlling interests represent the share of earnings or equity in subsidiaries that is not attributable, directly or indirectly, to shareholders ofthe Group. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 185 @ Denotes phrase, paragraph or similar that does not form part ofBAT’s Annual Report onForm 20-F as filed with the SEC. #### 1 Accounting Policies Continued Associates comprise investmentsin undertakings, which arenot subsidiary undertakings orjoint arrangements, where the Group’s interest in the equity capital is long-term and over whose operating and financial policies the Group exercises a significant influence. They are accounted for using the equity method. Jointarrangements comprise contractualarrangements wheretwo or more parties have joint control and where decisions regarding the relevant activities of the entity require unanimous consent. Jointoperations are jointly-controlled arrangements wherethe parties to the arrangement have rights to the underlying assets and obligations for the underlying liabilities relating to thearrangement. The Group accounts for its share of the assets, liabilities, income and expenses ofany such arrangement. Jointventures comprise arrangements wherethe parties to the arrangement have rights to the netassets of the arrangement. They are accounted for using the equity method. Foreign currencies andhyperinflationary territories The functional currency of the Parent Company is sterling and this is also the presentation currency of the Group. The income and cash flow statements ofGroupundertakings expressed in currencies other than sterling are translated to sterling using exchange rates applicable to the dates of the underlying transactions. Average rates of exchange in each year are used where the average rate approximates the relevant exchange rate at the date of the underlying transactions. Assets and liabilities of Group undertakings aretranslated at theapplicable rates of exchange at the end of each year. In territories where there are restrictions on the free access to foreign currency or multiple exchange rates, the applicable rates of exchange are regularly reviewed. The differences between retained profitstranslated at averageand closing rates of exchange are taken toreserves, as are differences arising on the retranslation to sterling (using closing rates of exchange) of overseas net assets at the beginning of the year, and are presented as a separate component of equity. They are recognised in the income statement when the gain or loss on disposal of a Group undertaking is recognised. Foreign currency transactions are initially recognised in the functional currency of each entity in the Group using the exchange rate ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of foreign currency assets and liabilities at year-end rates of exchange are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges, on intercompany net investment loans and qualifying net investment hedges. Foreign exchange gains or losses recognised in the income statement are included in profit from operations or net finance costs dependingon the underlying transactions that gave rise to these exchange differences. In addition, for hyperinflationary countries where the effect on the Groupresults would be significant,the financial statements inlocal currency are adjusted to reflect the impact of local inflation prior to translation into sterling, in accordance with IAS 29 Financial Reporting inHyperinflationary Economies . Where applicable, IAS 29 requires all transactions to be indexed by an inflationary factor to the balance sheet date, potentially leading to a monetary gain or loss on indexation. In addition, the Group assesses the carrying value of fixed assets after indexation and applies IAS 36 Impairment of Assets , whereappropriate, to ensure that the carrying value correctly reflects the economic value of such assets. The results and balance sheets of operations in hyperinflationary territories are translated at the period end rate. In the case of Venezuela, the Group uses an estimated exchange rate calculated by reflecting the development of the general price index since the Group last achieved meaningful repatriation of dividends. Revenue Revenueprincipally comprises sales of cigarettes, other tobacco products, and nicotine products, to external customers. Revenue excludes duty, excise and other taxes related to sales in the period and is stated after deducting rebates, returns and other similar discounts and payments to direct and indirect customers. For vast majority of the Group’s sales, revenue is recognised when control of the goods is transferred to a customer at a point in time; this is usually evidenced by a transfer of the significant risks and rewards of ownership upon delivery to the customer, which in terms of timing is not materially different to the date of shipping. Retirementbenefit costs The Groupoperates both definedbenefit anddefined contribution schemes including post-retirement healthcare schemes. For defined benefit schemes, theactuarial cost charged toprofit from operations consists of current service cost, net interest on the net defined benefit liability or asset, past service cost and the impact of any settlements. The net deficit or surplus for each defined benefit pension scheme is calculated in accordance with IAS 19 Employee Benefits based on the present value of the defined benefit obligation at the balance sheet date less the fair value of the scheme assets adjusted, where appropriate, for any surplus restrictions or the effect of minimum funding requirements. Some benefits areprovided throughdefined contribution schemes and payments to these are charged as an expense as they fall due. Share-basedpayments The Group has equity-settled and cash-settled share-based compensationplans. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of awards that will eventually vest. For plans where vesting conditions are based on totalshareholder returns, thefair value atdate ofgrant reflects these conditions, whereas earnings pershare vesting conditions are reflected in the calculation of awards that will eventually vest over the vesting period. For cash-settled share-based payments, a liability equal to the portion of the services received is recognised at its current fair value determined ateach balance sheet date. Fair value is measured by the use of the Black-Scholes option pricingmodel, except wherevesting isdependent on market conditions when the Monte-Carlo option pricing model is used. The expected life used in the models has been adjusted, based on management’sbest estimate,for the effects of non-transferability, exercise restrictions andbehavioural considerations. ![]() BAT Annual Report and Form 20-F 2021 186 #### Financial Statements #### Notes on Accounts #### Continued #### 1 Accounting Policies Continued Research anddevelopment Research expenditure is charged to income in the year in which it is incurred. Development expenditure is charged to income in the year it is incurred, unless it meets the recognition criteria of IAS 38 Intangible Assets to be capitalised as an intangible asset. Taxation Taxation is chargeable on the profits for the period, together with deferredtaxation. Thecurrent income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries, associates and joint arrangements operate and generate taxable income. Deferred taxation is provided in full using the liability method for temporary differencesbetween the carrying amount ofassets and liabilities for financialreporting purposes and the amount used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised ordeferredtax liability is settled. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in the statement of other comprehensive income or thestatementof changes in equity. The Group has exposures in respect of the payment or recovery of a number of taxes. With effect from 1 January 2019, the Group adopted the requirements of IFRIC 23 Uncertainty over Income Tax Treatments which requires that, where there is uncertainty as to whether a particular tax treatment will be accepted by the relevant taxationauthority, thefinancial statements reflect the probable outcome with estimated amounts determined based on the most likely amount or expected value, depending on which method is expected to better predict the resolution of the uncertainty. Prior to 1 January 2019, liabilities or assets for these payments or recoveries were recognised at such time as an outcome became probable and when the amount could reasonably be estimated. Goodwill Goodwill arisingon acquisitionsis capitalised andany impairment of goodwill is recognised immediately in the income statement and is not subsequently reversed. Goodwill in respect of subsidiaries is included in intangible assets. In respect of associates and joint ventures, goodwill is included in the carrying value of the investment in the associated company or joint venture. On disposal of a subsidiary, associate or joint venture, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Intangible assets other than goodwill The intangible assets shown on the Group balance sheet consist mainly of trademarks and similar intangibles, including certain intellectual property, acquiredby theGroup’s subsidiary undertakings and computersoftware. Acquiredtrademarks andsimilar assets are carried at cost less accumulated amortisation andimpairment. Trademarkswith indefinite lives are not amortised but are reviewed annually for impairment.Other trademarks andsimilar assets are amortised on a straight-line basis over their remaining useful lives, consistent withthe patternof economic benefits expected to be received, which do not exceed 20 years. Any impairments of trademarks are recognised in the income statement, but increases in trademark values are not recognised. Computer software is carried at cost less accumulated amortisation and impairment, and, with the exception of global software solutions, is amortised on a straight-line basis over periods ranging from three years to five years. Global software solutions are software assets designed to be implemented on a global basis and used as a standard solution by all of the operating companies in the Group. Prior to 2021, these assets were amortised on a straight-line basis over periods not exceeding 10 years. Since 2021, global software solutions are amortised on a straight- line basis over periods not exceeding 13 years. The revision in useful economic life is a result of ongoing use of global software solutions due to the extension of third-party supplier support. In 2021 and 2022, the estimated impact of this change in accounting estimate is a reduction in annual amortisation expense of £26 million and, in 2023, a reduction in annual amortisation expense of £12 million. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation iscalculatedon a straight-line basis to write off the assets over their useful economic life. No depreciation is provided on freehold land or assets classified as held-for-sale. Freeholdand leasehold property are depreciated atrates between 2.5% and 4% per annum, and plant and equipment at rates between 3% and 25% per annum. Capitalised interest Borrowing costs which are directly attributable to the acquisition, construction or production of intangible assets or property, plant and equipment that takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of the asset. Leasedassets With effect from 1 January 2019, the Group has applied IFRS 16 Leases to contractual arrangements which are, or contain, leases of assets, and consequently recognises right-of-use assets and lease liabilities atthe commencementof the leasingarrangement, with the assets included as part of property, plant and equipment in note 13 and the liabilities included as part of borrowings in note 23. In adopting IFRS 16, the Group applied the modified retrospective approach with no restatement of priorperiods, as permitted by the Standard. TheGrouptook advantage of certain practical expedientsavailable underthe Standard,including ‘grandfathering’ previously recognised lease arrangementssuch that contracts were not reassessed at the implementation date as to whether they were, or contained, a lease, and leases previously classified as finance leases under IAS 17 Leases remainedcapitalised on the adoption of IFRS 16. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 187 #### 1 Accounting Policies Continued For leasing arrangements entered intoafter1 January 2019, the Grouphas also adopted several practical expedientsavailable under theStandard including notapplying the requirements of IFRS 16 to leases of intangible assets, applying the portfolio approach where appropriateto doso, and to notapply the recognition and measurement requirements of IFRS 16 to short- term leases (leases of less than 12 months maximum duration) or leases of low-value assets. Except for property-related leases, non-lease components have not been separated from lease components. Lease liabilities are initially recognised at an amount equal to the present value of estimated contractual lease payments at the inception of the lease, after taking into account any options to extend the term of the lease. Lease commitments are discounted to present value using the interest rate implicit in the lease if this can be readily determined, or theapplicable incremental rate of borrowing, as appropriate.Right-of-use lease assets areinitially recognised at an amount equal to the lease liability, adjusted for initial direct costs in relation to the assets, then depreciated over the shorter of the lease term and their estimated useful lives. Prior to 1 January 2019, the Group applied IAS 17 Leases . Arrangements wherethe Group had substantially all therisks and rewards of ownership of the leased asset were classified as finance leases and were included aspart of property,plant and equipment. Under IAS 17, leases which were not classified as finance leases wereclassified asoperating leases andsuch arrangements werenot capitalised. Rental paymentsunder operating leases were charged to operating profit on a straight-line basis over the lease term. Impairment of non-financialassets Assets are reviewed for impairment whenever events indicate that the carrying amount of a cash-generating unit may not be recoverable. In addition, assets that have indefinite useful lives are tested annually for impairment. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s fair value less costs to sell and its value-in-use. A cash-generating unit is the smallest identifiable group ofassets that generates cash flowswhich arelargely independentof the cash flows from other assets or groups of assets. At the acquisition date, any goodwill acquired is allocated to the relevant cash- generating unit or group of cash-generating units expected to benefit from the acquisition for the purpose of impairment testing of goodwill. Impairment of financial assets heldat amortised cost Loss allowances for expected credit losses on financial assets which are held at amortised cost are recognised on initial recognition of the underlying asset. As permitted by IFRS 9 Financial Instruments , loss allowances on tradereceivables arising from the recognition of revenue under IFRS 15 Revenue from Contracts with Customers are initially measuredat an amount equal to lifetime expected losses. Allowances in respect of loans and other receivables areinitiallyrecognised atan amountequal to 12-month expected credit losses. Allowances are measured at an amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after initial recognition. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average cost incurred in acquiring inventories and bringing them to their existing location and condition, which willinclude raw materials, direct labourand overheads, whereappropriate. Netrealisable value isthe estimated selling price less costs to completion and sale. Tobacco inventories which have an operating cycle that exceeds 12 months are classified as current assets, consistent with recognised industry practice. Biological Assets The investments in associates and joint ventures shown in the Groupbalance sheet includebiological assets held by Organigram Holdings Inc. In accordance with IAS 41 Agriculture , the Group measures biological assets at fair value less costs to sell up to the point of harvest, at which point this becomes the basis for the cost of finished goods inventories after harvest with subsequent expenditures incurred on these being capitalised, where applicable, in accordance with IAS 2 Inventories . Unrealised fair value gains and losses arising during the growth of biological assets are recognised immediately in the income statement. Equity instruments Instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements. Instruments thatcannot be settled in the Group’s own equity instruments and that include no contractual obligation to deliver cash or another financial asset are classified as equity. Equity instruments issued by the Group are recognised at the proceeds received, net of issuance costs. On 27 September 2021, the Group issued two €1 billion perpetual hybrid bonds. As the Group has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in the consolidated financial statements. Financial instruments The Group’s business model for managing financial assets is set out in the Group Treasury Manual which notes that the primary objective with regard to the management of cash and investments is to protect against the loss of principal. Additionally, the Group aims: to maximise Group liquidity by concentrating cash at the Centre, to align the maturity profile of external investments with that of the forecast liquidity profile, to wherever practicable, match the interest rate profile of external investments to that of debt maturities or fixings, and to optimise the investment yield within the Group’s investment parameters. The majority of financial assets are held in order to collect contractual cash flows (typically cash and cash equivalents and loans and other receivables), but some assets (typically investments) are held for investment potential. Financialassetsand financial liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant instrument and derecognised when it ceases to be a party to such provisions. Such assets and liabilities are classified as current if they are expected to be realised or settled within 12 months after the balance sheet date. If not, they are classified as non-current. In addition, current liabilities include amountswhere the entity does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. ![]() BAT Annual Report and Form 20-F 2021 188 #### Financial Statements #### Notes on Accounts #### Continued #### 1 Accounting Policies Continued The Group early adopted the phase one and phase two Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:Disclosures regardingInterest RateBenchmark Reform in 2019 and 2020 respectively. The Amendments provide an exemption for certain hedging relationships directly affected by changes in interest rate benchmarks where the reform gives rise to uncertainties regarding the interest rate designated as a hedged risk, or the timing or amount of interest rate cashflows of either the hedged item or of the hedging instrument, such that without the exemption the relationship might not qualify for hedge accounting. In addition, the Amendments provide a practical expedient for financial assets and financialliabilities thatare modified orhave existing contractual terms activated that change the basis for determining the contractual cash flows as a result of Interest Rate Benchmark Reform, such that the change to the contractual cash flows is applied prospectively by revising the effective interest rate. Non-derivativefinancial assets are classified on initial recognition in accordance with the Group’s business model as investments, loans and receivables, or cash and cash equivalents and accounted for as follows: – Investments: these are non-derivativefinancial assets that cannot be classified as loans and other receivables or cash and cash equivalents. Dividend and interest income on these investments are included within finance income when the Group’s right to receive payments is established. This category includes financial assets atfair value through profit andloss and financial assets at fair value through other comprehensive income. – Loans and other receivables: these arenon-derivative financial assets with fixed or determinable payments that are solely payments of principal and interest on the principal amount outstanding, that are primarily held in order to collect contractualcash flows. These balances include trade and other receivables, which are measured at amortised cost, using the effective interest rate method, and stated net of allowances for credit losses, and deposits withbanks and other financial institutions which cannot be classified as cash and cash equivalents. In addition, as explained in note 17, certain litigation related deposits are recognised as assets within loans and other receivables wheremanagement has determined that these payments represent a resource controlled by the entity as a result of past events. These deposits are held at the fair value of consideration transferredless impairment,if applicable, and have not been discounted. – Cash and cash equivalents: cash and cash equivalentsinclude cash in hand and deposits held on call, together with other short-term highly liquid investments including investments in certain money market funds. Cash equivalents normally comprise instruments with maturities of three months or less at their date of acquisition. In the cash flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the balance sheet. Fair values for quoted investments are based on observable market prices. If there is no active market for a financial asset, the fair value is established by using valuation techniques principally involving discountedcash flowanalysis. Non-derivativefinancial liabilities , including borrowings and trade payables, are stated at amortised cost using the effective interest method. For borrowings, their carrying value includes accrued interest payable, as well as unamortised issue costs. As shown in note 23, certain borrowings are subject to fair value hedges, as defined below. Derivativefinancial assets and liabilities are initially recognised, and subsequently measured, at fair value, which includes accrued interest receivable and payable where relevant. Changes in their fair values are recognised as follows: – for derivatives that are designated as cash flow hedges, the changes in their fair values are recognised directly in other comprehensive income, to the extent that they are effective, with the ineffective portion being recognised in the income statement. Where the hedged item results in a non-financial asset, the accumulated gains and losses, previously recognised in other comprehensive income, are included in the initial carrying value of the asset (basis adjustment) and recognised in the income statement in the same periodsas the hedged item. Where the underlying transaction does not result in such an asset, the accumulated gains and losses are reclassified to the income statement in the same periods as the hedged item; – for derivatives that are designated as fair value hedges, the carrying value of the hedged item is adjusted for the fair value changes attributable to the riskbeing hedged, withthecorresponding entry being made in the income statement. The changes in fair value of these derivatives are also recognised in the income statement; – for derivatives that are designated as hedges of net investments in foreign operations, the changes in their fair values are recognised directly in other comprehensive income, to the extent that they areeffective, with theineffective portion beingrecognised inthe income statement. Where non-derivatives such as foreign currency borrowings are designated as net investment hedges, the relevant exchange differences are similarly recognised. The accumulated gains and losses are reclassified to the income statement when the foreign operation is disposed of; and – for derivatives that do not qualify for hedge accounting or are not designated as hedges, the changes in their fair values are recognised in the income statement in the period in which they arise. These are referred toas ‘held-for-trading’. In order to qualify for hedge accounting, the Group is required to document prospectively the economic relationship between theitem beinghedged andthe hedging instrument.The Group isalso required to demonstrate an assessment of the economic relationship between the hedged item and the hedging instrument, which shows that the hedge will be highly effective on an ongoing basis. This effectiveness testing is re-performed periodically to ensure that the hedge has remained, and is expected to remain, highly effective. Hedge accounting is discontinued when a hedging instrument is derecognised (e.g. through expiry or disposal), or no longer qualifies for hedge accounting. Where the hedged item is a highly probable forecast transaction, the related gains and losses remain in equity until the transaction takes place, when they are reclassified to the income statement in the same manner as for cash flow hedges as described above. When a hedged future transaction is no longer expected to occur, any related gains and losses, previously recognised in other comprehensive income, are immediately reclassified to the income statement. Derivative fair value changes recognised in the income statement are either reflected in arriving at profit from operations (if the hedged item is similarly reflected) or in finance costs. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 189 @ Denotes phrase, paragraph or similar that does not form part ofBAT’s Annual Report onForm 20-F as filed with the SEC. #### 1 Accounting Policies Continued Dividends The Company pays interim quarterly dividends, and the Group recognises the interim dividend in the period in which it is paid. Segmental analysis The Group is organised and managed on the basis of its geographic regions. These are the reportable segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the chief operating decision maker, identified as theManagement Board, forassessing performance and allocating resources. The Group is primarily a single product business providing cigarettes and other tobacco products. While the Group has clearly differentiated brands, global segmentation between awide portfolio of brands is not part of the regular internally reported financial information. The results of New Category products are reported as part of the results of each geographic region, and currently individually and in aggregate represent less than 10% of the Group’s revenueand operatingprofit intotal. The prices agreed between Group companies for intra-group sales of materials, manufactured goods, charges for royalties, commissions, services and fees, are based on normal commercial practices whichwould applybetween independent businesses. Royalty income, less related expenditure, is included in the region in which the licensor is based. Adjusting items Adjusting items are significant items of income or expense in revenue, profitfrom operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of theGroup’s underlying financial performance because of their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as adjusting. These items are separately disclosed in the segmental analyses or in the notes to the accounts as appropriate. The Group believes that these items are useful to users of the Groupfinancial statements in helping them to understand the underlying business performance and are used to derive the Group’s principal non-GAAP measures of adjusted revenue, adjusted profit fromoperations, adjusted diluted earnings per share and @ operating cash flow conversion ratio @ , all of which are before the impact of adjusting items and which are reconciled from revenue, profit from operations, diluted earnings per share, @ cash conversionratioand net cash generated fromoperating activities @ . Provisions Provisions are recognised when either a legal or constructive obligation as a result of a past event exists at the balance sheet date, it is probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate can be made of the amount of the obligation. Contingent liabilities and contingent assets Subsidiaries andassociate companies are defendantsin tobacco- related and other litigation. Provision for this litigation (including legal costs) is made at such time as an unfavourable outcome becomes probable and the amount can be reasonably estimated. Contingent assets are possible assets whose existence will only be confirmed by future events not wholly within the control of the entity and are not recognised as assets until the realisation of income is virtually certain. Where a provision has not been recognised, the Group records its external legal fees and other external defence costs for tobacco- related and other litigation as these costs are incurred. As explained in note 17, certain litigation-related deposits are recognised as assets within loans and other receivables where management has determined that these payments represent a resource controlled by the entity. These deposits are held at the fair value of consideration transferred less impairment, if applicable, and have not been discounted. Repurchase ofshare capital When share capitalis repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a deduction from equity. Repurchased shares which are not cancelled, or shares purchased for the employee share ownership trusts, are classified as treasury shares and presented as a deduction from total equity. Future changes to accounting policies A number of interpretations and revisions to existing standards have been issued which will be applicable to the Group financial statements in future years, but are not expected to have a material effect on reported profit or equity or on the disclosures in the financial statements. ![]() BAT Annual Report and Form 20-F 2021 190 #### Financial Statements #### Notes on Accounts #### Continued #### 2 Segmental Analyses The chiefoperatingdecision maker, theManagement Board, reviews adjusted profit from operations atconstant currencies to evaluate segment performance and allocate resources tothe overall business on ageographic region basis. The Management Boardalso reviews at constant currencies adjusted revenues on a geographic region basis, which are included within adjusted profit from operations. Regional Directors are responsible for delivering the operating and financial results of their Region inclusive of all product categories. Therefore, the results of New Categories (comprising Tobacco Heating Products, Vapour products and Modern Oral products) are reported to the Management Board as part of the results of each geographic region. However, additional information has been provided to disaggregate revenue based on product category to enable investors to better compare the Group’s business performance across periods and by reference to the Group’s investment activity. Interest income, interest expense, share of post-tax results of associates and joint ventures and taxation are centrally managed, and accordingly, such items are not presented by segment as they are excluded from the measure of segment profitability. The four geographic regions are the reportable segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the Management Board for assessing performance and allocating resources. Transactions between Group subsidiaries are conducted on arm’s length terms in accordance withappropriate transfer pricing rulesand Organisationfor Economic Cooperation& Development(OECD)principles. TheManagement Board reviews currentand prioryear adjusted segmental revenue and adjusted profit from operations at constant rates of exchange. The constant rate comparison provided for reporting segment information is based on a retranslation, at prior year exchange rates, of the current year results of the Group, including intercompany royalties payable in foreign currency to UK entities. However, the Group does not adjust for the normal transactional gains and losses in operations which are generated bymovementsin exchange rates. In respect of the U.S. region, all financial statements and financial information provided by or with respect to the U.S. business or RAI (and/ or RAI and its subsidiaries (collectively, the ‘Reynolds Group’)) are prepared on the basis of US GAAP and constitute the primary financial statements or financial information of the U.S. business or RAI (and/or the Reynolds Group). Solely for the purpose of consolidation within the results of BAT p.l.c. and the BAT Group, this financial information is then converted to IFRS. To the extent any such financial information provided in these financial statements relates to the U.S. business or RAI (and/or the Reynolds Group), it is provided as an explanation of the U.S. business’s or RAI’s (and/or the Reynolds Group’s) primary US GAAP based financial statements and information. Effective 1 January 2022, the North African markets of Algeria, Egypt, Libya, Morocco, Sudan and Tunisia, which currently form part of the ENA region, will be moved to the APME region. The following table shows 2021 revenue and adjusted revenue at current rates, and 2021 adjusted revenue translated using 2020 rates of exchange. The 2020 figures are stated at the 2020 rates of exchange. 2021 2020 Adjusted Revenue Constant rates £m Translation exchange £m Adjusted Revenue Current rates £m Adjusting items Current rates £m Revenue Current rates £m Adjusted Revenue £m Adjusting items £m Revenue £m U.S. 12,530 (839) 11,691 – 11,691 11,473 – 11,473 APME 4,535 (344) 4,191 – 4,191 4,537 – 4,537 AMSSA 4,067 (266) 3,801 – 3,801 3,772 – 3,772 ENA 6,429 (428) 6,001 – 6,001 5,994 – 5,994 Revenue 27,561 (1,877) 25,684 – 25,684 25,776 – 25,776 Note: adjusting items in revenue are in respect of excise included in goods acquired from a third party under short-term arrangements and then passed on to customers. This is deemed as adjusting due to the distorting nature to revenue and operating margin. From 2020 onwards, such arrangements have been discontinued or are immaterial such that no adjustments have been made in 2020 and 2021. The following table shows 2020 revenue and adjusted revenue at current rates, and 2020 adjusted revenue translated using 2019 rates of exchange. The 2019 figures are stated at the 2019 rates of exchange. 20202019 Adjusted Revenue Constant rates £m Translation exchange £m Adjusted Revenue Current rates £m Adjusting items Current rates £m Revenue Current rates £m Adjusted Revenue £m Adjusting items £m Revenue £m U.S. 11,536 (63) 11,473 – 11,473 10,373 – 10,373 APME 4,644 (107) 4,537 – 4,537 5,153 – 5,153 AMSSA 4,321 (549) 3,772 – 3,772 4,261 – 4,261 ENA 6,169 (175) 5,994 – 5,994 6,040506,090 Revenue 26,670 (894) 25,776 – 25,776 25,827 50 25,877 Note: adjusting items in revenue are in respect of excise included in goods acquired from a third party under short-term arrangements and then passed on to customers. This is deemed as adjusting due to the distorting nature to revenue and operating margin. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 191 #### 2 Segmental Analyses Continued The following table shows 2021 profit from operations and adjusted profit from operations at current rates, and 2021 adjusted profit from operations translated using 2020 rates of exchange. The 2020 figures are stated at the 2020 rates of exchange. 2021 2020 Adjusted\* segment result Constant rates £m Translation exchange £m Adjusted\* segment result Current rates £m Adjusting\* items £m Segment result Current rates £m Adjusted\* segment result £m Adjusting\* items £m Segment result £m U.S. 6,343 (456) 5,887 (321) 5,566 5,784 (809) 4,975 APME 1,833 (116) 1,717 (430) 1,287 1,853 (381) 1,472 AMSSA 1,688 (98) 1,590 (94) 1,496 1,618 (65) 1,553 ENA 2,088 (132) 1,956 (71) 1,885 2,110 (148) 1,962 Profitfrom operations 11,952 (802) 11,150 (916) 10,234 11,365 (1,403) 9,962 Net finance costs (1,486) (1,745) Share of post-tax results of associates and joint ventures 415 455 Profitbefore taxation 9,163 8,672 Taxationonordinaryactivities (2,189) (2,108) Profit for the year 6,974 6,564 \*The adjustments to profit from operations are explained in notes 3, 4, 6(d), 6(f), 6(g) and 7. The following table shows 2020 profit from operations and adjusted profit from operations at current rates, and 2020 adjusted profit from operations translated using 2019 rates of exchange. The 2019 figures are stated at the 2019 rates of exchange. 20202019 Adjusted\* segment result Constant rates £m Translation exchange £m Adjusted\* segment result Current rates £m Adjusting\* items £m Segment result Current rates £m Adjusted\* segment result £m Adjusting\* items £m Segment result £m U.S. 5,816 (32) 5,784 (809) 4,975 5,036 (626) 4,410 APME 1,909 (56) 1,853 (381) 1,472 2,059 (306) 1,753 AMSSA 1,796 (178) 1,618 (65) 1,553 1,842 (638) 1,204 ENA 2,140 (30) 2,110 (148) 1,962 2,193 (544) 1,649 Profitfrom operations 11,661 (296) 11,365 (1,403) 9,962 11,130(2,114) 9,016 Net finance costs (1,745) (1,602) Share of post-tax results of associates and joint ventures 455 498 Profitbefore taxation 8,672 7,912 Taxationonordinaryactivities (2,108) (2,063) Profit for the year 6,564 5,849 \*The adjustments to profit from operations are explained in notes 4, 5, 6(d), 6(f), 6(g) and 7. ![]() BAT Annual Report and Form 20-F 2021 192 #### Financial Statements #### Notes on Accounts #### Continued #### 2 Segmental Analyses Continued Adjusted profit from operations at constant rates of £11,952 million (2020: £11,661 million; 2019: £11,032 million) excludes adjusting depreciation, amortisation and impairment charges as explained in notes 4 and 7. These are excluded from segmental adjusted profit from operations at constant rates as follows: 2021 2020 Adjusted depreciation, amortisation and impairment Constant rates £m Translation exchange £m Adjusted depreciation, amortisation and impairment Current rates £m Adjusting items £m Depreciation, amortisation and impairment Current rates £m Adjusted depreciation, amortisation and impairment £m Adjusting items £m Depreciation, amortisation and impairment £m U.S. 210 (7) 203 276 479 204 272 476 APME 154 (8) 146 20 166 167 274 441 AMSSA 131 (8) 123 56 179 121 34 155 ENA 266 (14) 252 – 252 259 119 378 761 (37) 724 352 1,076 751 699 1,450 20202019 Adjusted depreciation, amortisation and impairment Constant rates £m Translation exchange £m Adjusted depreciation, amortisation and impairment Current rates £m Adjusting items £m Depreciation, amortisation and impairment Current rates £m Adjusted depreciation, amortisation and impairment £m Adjusting items £m Depreciation, amortisation and impairment £m U.S. 205(1)204 272 476 258 391 649 APME 170 (3) 167 274 441 163 182 345 AMSSA 137 (16) 121 34 155 137 35 172 ENA 266 (7) 259 119 378 216 130 346 778 (27) 751 699 1,450 774 738 1,512 Additional information byproduct category Although the Group’s operations are managed on a Regional basis, additional information for revenue is provided based on product category as follows: Revenue 2021 £m 2020 £m 2019 £m Combustibles 22,029 22,752 23,001 New Categories 2,054 1,443 1,255 Vapour 927 611 401 THP 853 634 728 Modern Oral 274 198 126 Traditional Oral 1,118 1,160 1,081 Other 483 421 540 Revenue 25,684 25,776 25,877 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 193 #### 2 Segmental Analyses Continued External revenue and non-current assets other thanfinancial instruments, deferred tax assetsand retirementbenefit assets areanalysed between the UK and all foreign countries at current rates of exchange as follows: United Kingdom All foreign countries Group Revenue is based on location of sale 2021 £m 2020 £m 2019 £m 2021 £m 2020 £m 2019 £m 2021 £m 2020 £m 2019 £m External revenue 209 188 178 25,475 25,588 25,699 25,684 25,776 25,877 United Kingdom All foreign countries Group 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Intangible assets 481 487 115,144 114,856 115,625 115,343 Property, plant andequipment 339 344 4,614 4,716 4,953 5,060 Investments in associates and joint ventures 8 8 1,940 1,788 1,948 1,796 The consolidated results of the Reynolds Group operating in the U.S. met the criteria for separate disclosure under the requirements of IFRS 8 OperatingSegments . Revenue arising from the operations of the Reynolds Group, inclusive of the sales made to fellow Group companies, in 2021, 2020 and 2019 was £11,707 million, £11,481 million and £10,417 million, respectively. The majority of sales are to customers based in the U.S. Non-current assets attributable to the operations of the Reynolds Group were £106,495 million (2020: £105,549 million). The main acquisitions comprising the goodwill balance of £43,194 million (2020: £43,319 million), included in intangible assets, are provided in note 12. Included in investments in associates and joint ventures are amounts of £1,759 million (2020: £1,724 million) attributable to the investment in ITC Ltd. Further information is provided in notes 9 and 14. #### 3 Employee Benefit Costs 2021 £m 2020 £m 2019 £m Wagesand salaries 2,315 2,277 2,651 Social security costs 185 194 223 Other pension and retirement benefit costs(note 15) 139 182 227 Share-based payments – equity and cash-settled (note 28) 78 91 120 2,717 2,744 3,221 Included within employee benefits costs are expenses in relation to the Group’s restructuring and integration initiatives of £160 million (2020: £91 million; 2019: £364 million), as explained in note 7. On 7 October 2021, a partial buy-out was concluded in the U.S. with approximately US$1.9 billion (£1.4 billion) of plan liabilities being removed from the balance sheet, resulting in a settlement gain of £35 million, which is reported in the income statement, and recognised as an adjusting item. #### 4 Depreciation, Amortisation and Impairment Costs 2021 £m 2020 £m 2019 £m Intangibles– amortisationandimpairmentoftrademarksandsimilarintangibles 333 360 508 – amortisation and impairment of computer software 129 129 108 – impairment of goodwill 57 209 194 Property,plantand equipment – depreciationand impairment 557 752 702 1,076 1,450 1,512 Enumerated below are movements in costs that have impacted depreciation, amortisation and impairment in 2021, 2020 and 2019. These include changes in our underlying business performance, as well as impact of adjusting items, as defined in note 1. ![]() BAT Annual Report and Form 20-F 2021 194 #### Financial Statements #### Notes on Accounts #### Continued #### 4 Depreciation, Amortisation and Impairment Costs Continued Intangibles– amortisationand impairment oftrademarksand similar intangibles Acquisitionsin previous years have resulted in the capitalisationof trademarksand similar intangibles, includingthose whichare amortised over their expected useful lives, which do not exceed 20 years. The amortisation and impairment of these acquired trademarks and similar intangibles are charged to the income statement as adjusting. In 2021, the amortisation and impairment of these acquired trademarks and similar intangibles is £306 million (2020: £339 million; 2019: £481 million). In 2019, the Group incurred an impairment charge of £129 million, which included the partial impairment of the Kodiak brand as a result of declining volumes. Impairment of goodwill The impairment of goodwill is charged to the income statement as adjusting, and further information is provided in note 12(e). During 2021, the Group impaired £3 million of goodwill held in Myanmar as a result of the decision to cease activities in the market. The Group also recognised a goodwill impairment charge of £54 million in 2021 due to continued difficult trading conditions in Peru as aconsequence of the COVID-19 pandemic. During 2020, the Group impaired the goodwill arising from Malaysia amounting to £197 million, goodwill arising from the acquisition ofTwisp of £11 million and goodwill arising from the acquisition of Blue Nile of £1 million. During 2019, the Group impaired the goodwill arising from the Bentoel acquisition, amounting to £172 million, goodwill arising from theVapeWild acquisition of £12 million and goodwill arising from the Highendsmoke acquisition of £10 million. Property, plant and equipment– depreciationand impairment The following itemsare included withindepreciation and impairment of property, plant and equipment: – Restructuring and integration related depreciation and impairment costs and reversals were a net credit of £11 million (2020: £151 million net cost; 2019: £63 million net cost) resulting from obsolete machines in relation to downsizing and factory rationalisation as mentioned in note 7; and – Gains and losses recognised on disposal of property, plant and equipment. #### 5 Other Operating Income Other operating income of £196 million (2020: £188 million; 2019: £163 million) comprises income that is associated with the Group’s normal activities, but which falls outside the definition of turnover and includes one-off capital profits on property sales and one-off disposals of fixed assets. As explained in note 31, the Group recognised £5 million (2020: £58 million; 2019: £86 million) in respect of a tax case in Brazil. In addition, during 2021, £130 million of the unrecognised contingent asset in respect of historical VAT on social contributions claims was sold to financial institutions for £45 million. Also, in 2021, R.J. Reynolds Tobacco Company (RJRT) reached an agreement with several Master Settlement Agreement (MSA) states to waive RJRT’s claims under the MSA in connection with a settlement between those MSA states and a non-participating manufacturer, S&M Brands, Inc. (S&M Brands), under which the states released certain claims against S&M Brands in exchange for receiving a portion ofthe funds S&M Brands had deposited into escrow accounts in those states pursuant to the states’ escrow statutes. In consideration forwaiving claims, RJRT, together with Santa Fe Natural Tobacco Company, received approximately £40 million from the escrow funds paid to those MSA states under their settlement with S&M Brands. In 2019, as discussed in note 7, certain items of operating income have been incurred as part of the Group’s restructuring and integration activities. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 195 #### 6 Other Operating Expenses (a) Items includedwithin other operating expenses The following items are included within other operating expenses: 2021 £m 2020 £m 2019 £m Other operating expenses 7,468 7,6677,851 The following items are included within other operating expenses: Master settlementagreement (note 6(b),(d)) 2,486 2,783 2,163 Marketing expenses in operating profit (note 6(c)) 1,242 1,096 1,149 Inventory write-offs (note 20) 215 309 255 Research anddevelopmentexpenses (excluding employeebenefit costs and depreciation) (note 6(e)) 141 121 126 Loss on disposal of BAT Pars (note 6(f)) 358 –– Excise, VAT and penalties in respect of disputes in Turkey, South Korea and Russia (note 6(g)) 26 (40) 202 Judgment in respect of Quebec class actions (note 6(h)) – – 436 Exchange differences 19 (29) 22 Hedge ineffectiveness within operating profit (5) (3) (5) Expenses relating to short-term leases 8 1016 Expenses relating to leases of low-value assets 1 11 Gains arising from sale andleaseback transactions – (1) – Auditor’s remuneration (note 6(i)) 27.1 28.3 25.3 (b) Master Settlement Agreement In 1998, the major U.S. cigarette manufacturers (including the R.J. Reynolds Tobacco Company, Lorillard and Brown & Williamson, businesses which are now part of the Reynolds Group) entered into the Master Settlement Agreement (MSA) with attorneys general representing most U.S. states and territories. The MSA imposes a perpetual stream of future payment obligations on the major U.S. cigarette manufacturers. The amounts of money that the participating manufacturers are required to annually contribute are based upon, amongst other things, the volume of cigarettes sold and market share (based on cigarette shipments in that year). During 2012, R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company (SFNTC), various other tobacco manufacturers, 17 states, the District of Columbia and Puerto Rico reached an agreement related to the Non-Participating Manufacturer (NPM) adjustment under the MSA, and three more states joined the agreement in 2013. Under this agreement, R.J. Reynolds Tobacco Company has received credits of more than US$1 billion, in respect of its Non-Participating Manufacturer (NPM) Adjustment claims related to the period from 2003 to 2012. These credits have been applied against the companies’ MSA payments over a period of five years from 2013, subject to, and dependent upon, meeting the various ongoing performance obligations. During 2014, two additional states agreed to settle NPM disputes related to claims for the period 2003 to 2012. R.J. Reynolds Tobacco Company has received US$170 million in credits, which has been applied over a five-year period from 2014. During 2015, another state agreed to settle NPM disputes related to claims for the period 2004 to 2014 and included a method to determine future adjustments from 2015 forward. R.J. Reynolds Tobacco Company has received US$285 million in credits, which was applied over a four-year period from 2016. During 2016, no additional states agreed to settle NPM disputes. During 2017, two more states agreed to settle NPM disputes related to claims for the period 2004 to 2014. It is estimated that R.J. Reynolds Tobacco Company will receive US$61 million in credits, which will be applied over a five-year period from 2017. During 2018, nine more states agreed to settle NPM disputes related to claims for the period 2004 to 2019, with an option through 2022, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$182 million in credits for settled periods through 2017, which will be applied over a five-year period from 2018. Also, in 2018, one additional state agreed to settle NPM disputes related to claims for the period 2004 to 2024, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$205 million in credits for settled periods through 2017, which will be applied over a five-year period from 2019. In the first quarter of 2020, certain conditions set forth in the 2017 and 2018 agreements were met for those 10 states. In addition, in August 2020, 24 states, the District of Columbia and Puerto Rico agreed to settle NPM disputes related to claims for the period 2018 to 2022. Credits in respect of future years’ payments and the NPM Adjustment claims would be accounted for in the applicable year and will not be treated as adjusting items. Only credits inrespect of prior year payments are included as adjusting items. In 2020, R.J. Reynolds Tobacco Company recognised additional expenses under the state settlement agreements in the States of Mississippi, Florida, Texas and Minnesota. R.J. Reynolds Tobacco Company recognised US$241 million of expense for payment obligations to the State of Florida for the ITG Brands, LLC acquired brands from the date of divestiture, June 12, 2015, as a result of an unfavourable judgment. In addition, R.J. Reynolds Tobacco Company recognised US$264 million related to the resolution of claims against it in the States of Texas, Minnesota and Mississippi for payment obligations to those states for the ITG Brands, LLC acquired brands from the date of divestiture. Finally, R.J. Reynolds Tobacco Company settled certain related claims with Phillip Morris USA under the state settlement agreements in the states of Mississippi, Texas and Minnesota for US$8 million. Additional information related to the resolution of these claims is included in notes 6(d) and 31. During 2021, an additional US$17 million expense was recognised in relation to the final resolution of the Texas and Minnesota claims. The BAT Group is subject to substantial payment obligations under the MSA and the state settlement agreements with the States of Mississippi, Florida, Texas and Minnesota (such settlement agreements, collectively State Settlement Agreements). Reynolds Group’s operating subsidiaries’ expenses and payments under the MSA and the State Settlement Agreements for 2021 amounted to US$3,420 million (2020: US$3,572 million; 2019: US$2,762 million) in respect of settlement expenses and US$3,744 million (2020: US$2,848 million; 2019: US$2,918 million) in respect of settlement cash payments. ![]() BAT Annual Report and Form 20-F 2021 196 #### Financial Statements #### Notes on Accounts #### Continued #### 6 Other Operating Expenses Continued (c) Marketing expenses in operating profit Certain marketing activities, such as discounts or allowances provided to customers, are required to be deducted from revenue as explained in note 1. Other marketing expenses, such as point of sale and promotional materials, media advertising and sponsorship, andconsumer research, are reported as operating expenses and have been shown in the table above. (d) Litigation costs Litigation costs included within other operating expenses, and reported as an adjusting item, were £54 million (2020: £87 million; 2019: £236 million) predominantly related to other litigation costs including Engle progeny. In 2020, also included as an adjusting item was a charge of £400 million incurred largely in respect of charges following the development in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Minnesota and Mississippi for brands previously sold to a third party. The Group recognised a charge of £188 million in the period for a final judgment of a case in the Florida court. The Group continues to pursue indemnification remedies in a Delaware court for payments made to Florida as a result of this judgment, as explained in note 31. During 2020, the Group also recognised a provision of £212 million related to the settlement discussions with other manufacturers and the States of Texas, Minnesota and Mississippi for payment obligations related to these brands in prior years. During 2021, an additional £12 million expense was recognised in relation to the final resolution of the Texas and Minnesota claims. (e) Research and development Total research and development costs, including employee benefitcosts and depreciation, are£304 million (2020:£307 million; 2019: £376 million). Included in the 2019 research and development costs is £65 million of costs primarily related to packages in respect ofemployee benefit reductions as part of the Group’s 2019 restructuring initiative (Quantum), as discussed in note 7. (f) Loss on disposal of BAT Pars On 6 August 2021, the Group disposed of its Iranian subsidiary, B.A.T. Pars Company PJSC (BAT Pars). Included within other operating expenses, and recognised as an adjusting item, is a charge of £358 million comprising £272 million of foreign exchange reclassified from other comprehensive income (note 22(c)(i)) and an impairment charge and associated costs of £88 million. In addition, a credit of £2 million was recognised in relation to a partial unwind of discounting on the deferred proceeds. More information has been provided in note27(d). (g) Tax disputes in Turkey, South Korea and Russia The settlement of tax disputes in Turkey, South Korea and Russia were recognised as adjusting items. Turkey As explained in note 31, British American Tobacco Tutun Mamulleri Sanayi ve Ticaret Anonim Sirketi (BAT Tutun) was subject to a series of tax audits mainly on inventory movements for the years 2015, 2016 and 2019. In August 2021, BAT Tutun applied under the relevant tax amnesty law to settle its retrospective tax assessments. Based on the settlement through the tax amnesty procedure, BAT Tutun agreed to pay £47 million in 18 instalments from 1 November 2021 until 31 July 2024. Of the £47 million, £30 million of excise and penalties were recognised and charged to operating profit, £11 million as interest in net finance costs (note 8(b)) and £6 million in taxation. South Korea As explained in note 31, on 16 September 2021, Rothmans Far East B.V. Korea Branch Office received £4 million in relation to a VAT case. In line with the treatment of the associated expense incurred in 2016, the cash received was recognised as an adjusting item. Russia In August 2019, the Russian tax authority issued a final audit report to JSC British American Tobacco-SPb (BAT SpB) related to the application of legislation introduced in 2017 that prospectively limited the amount of production that could take place prior to excise tax increases, without being subject to higher excise tax rates. The final audit report sought to retrospectively apply the legislation to the years 2015 to 2017. BAT SpB submitted an appeal to the Federal Tax Services (FTS) objecting to the findings. The FTS accepted some ofBAT SpB’s arguments and, on 27 January 2020, a final claim was issued by the FTS. As a consequence, the Group recognised a charge of£202 million. The Group also recognised an interest charge of £50 million (note 8(b)). In 2020, a credit of £40 million was recognised in relation to the 2019 charge discussed above, of which £14 million was offset in the adjusting items included in taxation (note 10(d)). (h) Quebec class actions In 2019, a charge of £436 million was incurred in respect of the Quebec class actions, as explained in note 31, and charged as an adjusting item. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 197 #### 6 Other Operating Expenses Continued (i) Auditor’s remuneration 2021 £m 2020 £m 2019 £m Auditor’sremuneration Total expense for audit services pursuant to legislation: – fees to KPMG LLP for Parent Company and Group audit 8.7 8.7 6.8 – fees to KPMG LLP firms and associates for local statutory and Group reporting audits 9.5 9.99.0 Total audit fees expense – KPMG LLP firms and associates 18.2 18.615.8 Audit fees expense to other firms 0.2 0.2 0.1 Total audit fees expense 18.4 18.815.9 Fees to KPMG LLP firms and associates for other services: – audit-related assurance services 8.0 8.58.5 – other assurance services 0.3 0.50.5 – tax advisory services – –– – tax compliance – –– – audit of defined benefit schemes of the Company 0.4 0.50.4 – other non-audit services – –– 8.7 9.59.4 The total auditor’s remuneration to KPMG firms and associates included above are £26.9 million (2020: £28.1 million; 2019: £25.2 million). Under SEC regulations, the remuneration to KPMG firms and associates of £26.9 million in 2021 (2020: £28.1 million; 2019: £25.1 million) is required to be presented as follows: audit fees £26.2 million (2020: £27.5 million; 2019: £24.7 million), audit-related fees £0.4 million (2020: £0.5 million; 2019: £0.4 million), tax fees £nil (2020: £nil; 2019: £nil) and all other fees £0.3 million (2020: £0.1 million; 2019: £0.1 million). Audit-related fees are in respect of services provided to associated pension schemes. All other fees are in respect of other assurance services, including those provided over information derived from the financial information systems subject to audit or over the controls overthose systems. #### 7 Restructuring and Integration Costs Restructuring costs reflect the costs incurred as a result of initiatives to improve the effectiveness and the efficiency of the Group as a globally integrated enterprise. These costs represent additional expenses incurred that are not related to the normal business and day-to-day activities. These initiatives include the costs associated with Quantum, being a review of the Group’s organisational structure announced in 2019 to simplify the business and create a more efficient, agile and focused company. In 2019 and 2020, these also included a review of the Group’s manufacturing operations. It is expected that such restructuring programmes (related to Quantum) will be substantially complete by the end of 2022. The costs of the Group’s initiatives are included in profit from operations under the following headings: 2021 £m 2020 £m 2019 £m Employee benefit costs (note 3) 160 91 364 Depreciation, amortisation andimpairmentcosts (note4) (11) 151 63 Other operating income (note 5) – – (7) Other operating expenses 1 166 145 150 408 565 The adjusting charge in 2021 relates to the cost of employee packages in respect of Quantum and the ongoing costs associated with initiatives to improve the effectiveness and efficiency of the Group as a globally integrated organisation. In addition, Quantum initiatives in certain countries have resulted in the move to above market business models utilising local distributors as importers. As a consequence, with the cessation of a physical presence in these markets, foreign exchange previously recognised in Other Comprehensive Income for these countries has been reclassified to the income statement and reported within other operating expenses (note 22(c)(i)). Included under the Quantum initiatives above is a charge of £27 million, including £4 million for foreign exchange reclassified from equity (note 22(c)(i)), related to the Group’s withdrawal from Myanmar. In addition, as set out in note 4, goodwill in relation to Myanmar was impaired and charged to the income statement. These costs were recognised in 2021 as an adjusting item. ![]() BAT Annual Report and Form 20-F 2021 198 #### Financial Statements #### Notes on Accounts #### Continued #### 7 Restructuring and Integration Costs Continued The depreciation, amortisation and impairment costs in 2021 include a credit of £25 million due to a partial reversal of previously estimated impairment following the revision of factory rationalisation initiatives. Included within other operating expenses is a credit of £59 million representing the release of an accrual on the successful conclusion of the dispute with former shareholders of Reynolds American, as explained in note 31. The adjusting charges in 2020 and 2019 relate to the ongoing restructuring costs associated with the implementation of revisions to the Group’s operating model, mainly in relation to Quantum, including the cost of packages in respect of permanent headcount reduction and permanent employee benefit reductions in the Group. The costs also cover the downsizing and factory rationalisation activities in the Netherlands and Hungary in 2020, Germany in 2019, and Russia and APME in both 2020 and 2019. Also, in 2020, as a consequence of a reduction in volumes due to the significant increase in excise in Indonesia, the Group announced a restructuring programme which included the partial closure of the factory operations in Indonesia. As a result of this decision, a £69 million impairment was recognised in respect of machinery. This impairment charge related to some of the machinery in use as well as machinery held for future use which, following the significant changes in consumer preferences, is not expected to be brought in to manufacturing in the future. Also included in other operating income in 2019 are amounts related to cash and reversal of deferred consideration associated with the acquisition of TDR d.o.o. (TDR) (note 27). #### 8 Net finance Costs (a) Net finance costs/(income) 2021 £m 2020 £m 2019 £m Interest expense 1,436 1,605 1,676 Interest expense on lease liabilities 24 26 32 Facility fees 33 2310 Interest and fair value related to early repurchase of bonds (note 8(b)) – 142 – Interest related to adjusting tax payables (note 8(b)) 31 11 80 Fair value changeson derivativefinancial instruments and hedged items 252 (217) 367 Fair value changeon other financial items (note8(b)) 24 –– Exchange differences (279) 205 (479) Finance costs 1,521 1,795 1,686 Interest under the effective interest method (35) (50) (84) Finance income (35) (50) (84) Net finance costs 1,486 1,745 1,602 The Group manages foreign exchange gains and losses and fair value changes on a net basis excluding adjusting items, which are explained in note 8(b). The derivatives that generate the fair value changes are explained in note 19. Facility fees principally relate to the Group’s central banking facilities. In October 2020, the Group completed a tender offer to repurchase sterling-equivalent £2,653 million of bonds, including £24 million of accrued interest. Following this, in November 2020, the Group also completed a ‘make-whole’ bond redemption exercise of sterling- equivalent £462 million of bonds, including £6 million of accrued interest. Further details on the tender offer and ‘make-whole’ redemption exercise are provided in note 26. Other costs directly associated with the early repurchase of bonds, including the premium paid, were treated as adjusting items, as detailed in note 8(b). (b) Adjusting items included in net finance costs Adjusting items are significant items in net finance costs which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financialperformance. In 2021, as part of the disposal of the Group’s operations in Iran (note 27(d)), a provision of £24 million was charged to net finance costs against non-current investments held at fair value due to the uncertainty around recovery of these funds. In addition, the Group recognised interest on adjusting tax payables of £31 million (2020: £11 million; 2019: £80 million), which included interest of £20 million (2020: £21 million; 2019: £28 million) in relation to the Franked Investment Income Group Litigation Order (FII GLO) (note 10(b)), an amnesty tax payment in Turkey of £11 million (2020: £nil; 2019: £nil) and £nil (2020: net credit of £10 million; 2019: charge of £50 million) in respect of the excise dispute (note 6(g)) and withholding tax in Russia. In 2020, the Group incurred additional interest costs of £157 million and fair value gains of £15 million in relation to the early repurchase of bonds. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 199 #### 9 Associates and Joint Ventures 2021 20202019 Total £m Group’s share £m Total £m Group’s share £m Total £m Group’s share £m Revenue 7,668 2,164 7,001 1,983 7,581 2,158 Profit from operations 1,911 567 2,006 591 2,386 704 Net finance costs 13 2 (6) (2) (7) (2) Profit on ordinary activities before taxation 1,924 569 2,000 589 2,379 702 Taxation on ordinary activities (499) (147) (421) (125) (666) (196) Profit on ordinary activities after taxation 1,425 422 1,579 464 1,713 506 Non-controlling interests (22) (7) (30)(9) (27) (8) Post-tax results of associates and joint ventures 1,403 415 1,549 455 1,686 498 Enumerated below are movements that have impacted the post-tax results of associates and joint ventures in 2021, 2020 and 2019. The amounts below were reported as adjusting items under the share of profit from associates in the income statement. (a) Adjusting items In 2021, the Group’s interest in ITC Ltd. (ITC) decreased from 29.42% to 29.38% (2020: 29.46% to 29.42%; 2019: 29.57% to 29.46%) as a result of ITC issuing ordinary shares under the ITC Employee Share Option Scheme. The issue of these shares and change in the Group’s share of ITC resulted in a gain of £6 million (2020: £17 million; 2019: £25 million), which is treated as a deemed partial disposal and included in the income statement. In 2021, due to a challenging operating environment, the investment in Kamaran Industry & Investment Company, one of the Group’s associates in Yemen, was impaired. This resulted in a charge of £18 million to the income statement. As detailed in note 14, as a result of the liquidation of Tisak d.d., the Group reclassified the foreign exchange previously recognised in other comprehensive income to the income statement. This resulted in a credit of £2 million to the income statement. Also, in 2021, the Group incurred a £2 million charge in relation to the amortisation of acquired intangibles associated with the acquisition of Organigram in March 2021, as described in note 14. In 2020, ITC recognised a charge in respect of the cost of leaf tobacco stocks destroyed in a third-party warehouse fire, the Group’s share of which was £4 million. (b) Other financial information The Group’s share of the results of associates and joint ventures is shown in the table below. 2021 20202019 Group’s share £m Group’s share £m Group’s share £m Profit on ordinary activities after taxation – attributable to owners of the Parent 415 455 498 Other comprehensiveincome: Items that may be reclassified to profit and loss (17) (98) (115) Items that will not be reclassified to profit and loss 14 (34) 7 Total comprehensive income 412 323 390 ![]() BAT Annual Report and Form 20-F 2021 200 #### Financial Statements #### Notes on Accounts #### Continued #### 9 Associates and Joint Ventures Continued Summarised financial information of the Group’s associates and joint ventures is shown below. 2021 ITC £m Others £m Total £m Revenue 5,312 2,356 7,668 Profit on ordinary activities before taxation 1,931 (7) 1,924 Post-tax results of associates and joint ventures 1,427 (24) 1,403 Other comprehensiveincome (11) – (11) Total comprehensive income 1,416 (24) 1,392 2020 ITC £m Others £m Total £m Revenue 4,892 2,109 7,001 Profit on ordinary activities before taxation 1,930 70 2,000 Post-tax results of associates and joint ventures 1,495 54 1,549 Other comprehensiveincome (450) – (450) Total comprehensive income 1,045 54 1,099 2019 ITC £m Others £m Total £m Revenue 5,556 2,025 7,581 Profit on ordinary activities before taxation 2,322 57 2,379 Post-tax results of associates and joint ventures 1,646 40 1,686 Other comprehensiveincome (365) – (365) Total comprehensive income 1,281 40 1,321 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 201 #### 10 Taxation on Ordinary Activities (a) Summary of taxation on ordinary activities 2021 £m 2020 £m 2019 £m UK corporationtax (25) 38 8 Comprising: – current year tax expense 1 38 41 – adjustments in respect of prior periods (26) – (33) Overseas tax 2,401 2,387 2,047 Comprising: – current year tax expense 2,418 2,369 2,074 – adjustments in respect of prior periods (17) 18 (27) Total current tax 2,376 2,425 2,055 Deferredtax (187) (317) 8 Comprising: – deferred tax relating to origination andreversal of temporary differences (29) (184) 55 – deferred tax relating to changes in tax rates (158) (133) (47) 2,189 2,108 2,063 (b) Franked Investment Income GroupLitigation Order The Group is the principal test claimant in an action in the United Kingdom against HM Revenue and Customs (HMRC) in the Franked Investment Income Group Litigation Order (FII GLO). There were 18 corporate groups in the FII GLO as at 31 December 2021. The case concerns the treatment for UK corporate tax purposes of profits earned overseas and distributed to the UK. The original claim was filed in 2003. The trial of the claim was split broadly into issues of liability and quantification. The main liability issues were heard by the High Court, Court of Appeal and Supreme Court in the UK and the European Court of Justice in the period to November 2012. The detailed technical issues of the quantification mechanics of the claim were heard by the High Court during May and June 2014 and the judgment handed down on 18 December 2014. The High Court determined that in respect of issues concerning the calculation of unlawfully charged corporation tax and advance corporation tax, the law of restitution including the defence on change of position and questions concerning the calculation of overpaid interest, the approach of the Group was broadly preferred. The conclusion reached by the High Court would, if upheld, produce an estimated receivable of £1.2 billion for the Group. Appeals on a majority of the issues were made to the Court of Appeal, which heard the arguments in June 2016. The Court of Appeal determined in November 2016 on the majority of issues that the conclusion reached by the High Court should be upheld. The Supreme Court gave permission for a number of issues to be appealed in two separate hearings. The first, in February 2020, concerned the time limit for bringing claims. HMRC sought to challenge existing case law. In November 2020, the Supreme Court handed down its judgment. The Supreme Court agreed to overturn existing case law partially but introduced a new test for determining whether claims of this type are in time. The case has been remitted to the High Court to apply that new test to the facts. The second hearing was heard in December 2020 and concerned issues relating to the type of claims BAT is entitled to bring. The judgment from the second hearing was handed down in July 2021. Applying that judgment reduces the value of the FII claim to approximately £0.3 billion, mainly as the result of the application of simple interest and the limitation to claims for advance corporation tax offset against lawful corporation tax charges, which is subject to the determination of the timing issue by the High Court andany subsequent appeal. During 2015, HMRC paid to the Group a gross amount of £1,224 million in two separate payments. The payments made by HMRC have been made without any admission of liability and are subject to refund were HMRC to succeed on appeal. The second payment in November 2015 followed the introduction of a new 45% tax on the interest component of restitution claims against HMRC. HMRC held back £261 million from the second payment contending that it represents the new 45% tax on that payment, leading to total cash received by the Group of £963 million. Actions challenging the legality of the withholding of the 45% tax have been lodged by the Group. The First Tier Tribunal found in favour of HMRC in July 2017 and the Group’s appeal to the Upper Tribunal was heard in July 2018 and judgment has not yet been handed down. The net £0.9 billion held by the Group is higher than the current value of the claim referred to above. Due to the uncertainty of the amounts and eventual outcome, the Group has not recognised any impact in the Income Statement in the current or prior period. The receipt, net of the deduction by HMRC, is held within trade and other payables as disclosed in note 25. Any future recognition as income will be treated as an adjusting item, due to the size of the amount, with interest of £20 million for the 12 months to 31 December 2021 (2020: £21 million; 2019: £28 million) accruing on the balance, which was also treated as an adjusting item. The final resolution of all issues in the litigation is likely to take a number of years and the Group intends from 2022 onwards to commence annual interim repayments to HMRC of at least £50 million per annum. ![]() BAT Annual Report and Form 20-F 2021 202 #### Financial Statements #### Notes on Accounts #### Continued #### 10 Taxation on Ordinary Activities Continued (c) Factors affecting the taxation charge The taxation charge differs from the standard 19% (2020: 19%; 2019: 19%) rate of corporation tax in the UK. The major causes of this difference are listed below: 2021 20202019 £m % £m % £m % Profit before tax 9,163 8,672 7,912 Less: share of post-tax results of associates and joint ventures (see note 9) (415) (455)(498) 8,748 8,217 7,414 Tax at 19% (2020 and 2019: 19%) on the above 1,662 19.0 1,561 19.0 1,409 19.0 Factors affecting the tax rate: Tax at standard rates other than UK corporation tax rate 319 3.6 368 4.5 353 4.8 Other national tax charges 184 2.1 142 1.7 147 2.0 Permanent differences 87 1.0 20 0.3 122 1.6 Overseas withholding taxes 189 2.2 155 1.9 106 1.4 Double taxation relief on UK profits (23) (0.3) (22) (0.3)(29) (0.4) (Utilised)/unutilised tax losses (10) (0.1) 5 0.1 160.2 Adjustments in respect of prior periods (43) (0.5) 18 0.2 (60)(0.8) Deferred tax relating to changes in tax rates (158)(1.8) (133)(1.6) (47) (0.6) Additionalnet deferred tax (credits)/charges (18) (0.2) (6) (0.1) 46 0.6 2,189 25.0 2,108 25.7 2,063 27.8 (d) Adjusting items included in taxation In 2021, adjusting items in taxation included a net credit of £91 million mainly relating to the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017 due to changes in U.S. state tax rates. In 2020, adjusting items in taxation included a net credit of £35 million mainly relating to the release of a provision regarding the applicationof overseas withholding tax, therevaluation of deferred tax liabilitiesarising ontrademarks recognised in theReynolds American acquisition in 2017 due to changes in U.S. state tax rates and the excise dispute in Russia (note 6(g)). In 2019, adjusting items in taxation total a credit of £65 million relating primarily to changes in U.S. state tax rates, relating to the revaluation of deferred tax liabilitiesarising ontrademarks recognised in theReynolds American acquisition in2017. (e) Tax on adjusting items In addition, the tax on adjusting items, separated between the different categories, as per note 11, amounted to £119 million (2020: £287 million; 2019: £373 million). The adjustment to the adjusted earnings per share (note 11) also includes £6 million (2020: £8 million; 2019: £17 million) in respect of the non-controlling interests’ share of the adjusting items net of tax. (f) Tax on items recognised directly inother comprehensive income 2021 £m 2020 £m 2019 £m Current tax (4) (5) (7) Deferredtax (110) 23 138 (Charged)/credited toother comprehensive income (114) 18 131 (g) Tax onitems recognised directly in equity In relation to the perpetual hybrid bonds issued on 27 September 2021 (note 22(d)), tax relief of £5 million has been recognised on the issuance costs and coupon incurred. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 203 #### 11 Earnings Per Share Earnings used in the basic, diluted and headline earnings per share calculation represent the profit attributable to the ordinary equity shareholders after deductingamounts representing the coupon on perpetual hybrid bondson a pro-rata basis regardless of whether coupons have been deferred or paid in the period. Below is a reconciliation of the earnings used to calculate earnings per share: 2021 £m 2020 £m 2019 £m Earnings attributable to owners of the parent 6,801 6,400 5,704 Couponon perpetual hybrid bonds (15) –– Tax on coupon on perpetual hybrid bonds 3 –– Earnings 6,789 6,400 5,704 Below is a reconciliation from basic to diluted earnings per share: 2021 20202019 Earnings £m Weighted average numberof shares m Earnings pershare pence Earnings £m Weighted average numberof shares m Earnings pershare pence Earnings £m Weighted average numberof shares m Earnings pershare pence Basic earnings per share (ordinary shares of 25p each) 6,789 2,287 296.9 6,400 2,286 280.0 5,704 2,284 249.7 Share options – 10 (1.3) –9 (1.1) –7 (0.7) Diluted earningsper share 6,789 2,297 295.6 6,400 2,295 278.9 5,704 2,291 249.0 Adjusted earnings per share calculation Earnings have been affected by a number of adjusting items, which are described in notes 3 to 10. Adjusting items are significant items in the profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance. The Group believes that these items are useful to users of the Group financial statements in helping them to understand the underlying business performance. To illustrate the impact of these items, an adjusted earnings per share calculation is shown below. Basic 2021 20202019 Notes Earnings £m Earnings per share pence Earnings £m Earnings per share pence Earnings £m Earnings per share pence Basic earnings per share 6,789 296.9 6,400 280.0 5,704 249.7 Effect of restructuring and integration costs 7 150 6.5 408 17.8 565 24.7 Tax and non-controlling interests onrestructuring and integrationcosts (39) (1.7) (64) (2.8) (101) (4.4) Effect of amortisation and impairment of goodwill, trademarks andsimilar intangibles 4 363 15.9 548 24.0 675 29.6 Tax and non-controlling interests onamortisation and impairment of goodwill,trademarks and similar intangibles (71) (3.1) (77) (3.4) (115) (5.0) Effect of associates’ adjusting items net of tax 9(a) 12 0.5 (13) (0.6) (25) (1.1) Effect of Quebec class action 6(h) –– –– 436 19.1 Tax on Quebec class action –– –– (124) (5.4) Effect of excise and VAT disputes 6(g) 26 1.1 (40) (1.7)202 8.9 Tax on excise and VAT disputes 10(d) (3) (0.1) 14 0.6 (16) (0.7) Effect of disposal of BAT Pars 6(f) 358 15.7 –––– Other adjusting items 3,6(d) 19 0.8 487 21.223610.3 Tax effect on other adjusting items (5) (0.2) (104) (4.5) (50) (2.2) Deferred tax relating to changes in tax rates 10 (98) (4.3) (21) (0.9) (49) (2.2) Effect of early repurchase of bonds 8(b) –– 142 6.2 –– Tax effect of early repurchase of bonds –– (32) (1.4) –– Effect of interest on FII GLO settlement and other 8(b) 55 2.4 11 0.5 80 3.5 Tax effect of interest on FII GLO settlement and other –– (4) (0.2) –– Effect of retrospective guidance on WHT 10(d) –– (42) (1.8) –– Adjusted earnings per share (basic) 7,556 330.4 7,613 333.0 7,418 324.8 ![]() BAT Annual Report and Form 20-F 2021 204 #### Financial Statements #### Notes on Accounts #### Continued #### 11 Earnings Per Share Continued Diluted 2021 20202019 Notes Earnings £m Earnings per share pence Earnings £m Earnings per share pence Earnings £m Earnings per share pence Diluted earnings per share 6,789 295.6 6,400 278.9 5,704 249.0 Effect of restructuring and integration costs 7 150 6.6 408 17.7 565 24.7 Tax and non-controlling interests onrestructuring and integrationcosts (39) (1.7) (64) (2.8) (101) (4.4) Effect of amortisation and impairment of goodwill, trademarks andsimilar intangibles 4 363 15.8 548 23.9 675 29.5 Tax and non-controlling interests onamortisation and impairment of goodwill,trademarks and similar intangibles (71) (3.1) (77) (3.4) (115) (5.0) Effect of associates’ adjusting items net of tax 9(a) 12 0.5 (13) (0.6) (25) (1.1) Effect of Quebec class action 6(h) –– –– 436 19.0 Tax on Quebec class action –– –– (124) (5.4) Effect of excise and VAT disputes 6(g) 26 1.1 (40) (1.7)202 8.8 Tax on excise and VAT disputes 10(d) (3) (0.1) 14 0.6 (16) (0.7) Effect of disposal of BAT Pars 6(f) 358 15.6 –––– Other adjusting items 3,6(d) 19 0.8 487 21.223610.3 Tax effect on other adjusting items (5) (0.2) (104) (4.5) (50) (2.2) Deferred tax relating to changes in tax rates 10 (98) (4.3) (21) (0.9) (49) (2.2) Effect of early repurchase of bonds 8(b) –– 142 6.2 –– Tax effect of early repurchase of bonds –– (32) (1.4) –– Effect of interest on FII GLO settlement and other 8(b) 55 2.4 11 0.5 80 3.5 Tax effect of interest on FII GLO settlement and other –– (4) (0.2) –– Effect of retrospective guidance on WHT 10(d) –– (42) (1.8) –– Adjusted earnings per share (diluted) 7,556 329.0 7,613 331.7 7,418 323.8 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 205 #### 11 Earnings Per Share Continued Headline earnings per share as required by the JSE Limited The presentation of headline earnings per share, as an alternative measure of earnings per share, is mandated under the JSE Listing Requirements. It is calculated in accordance with Circular 1/2021 ‘Headline Earnings’, as issued by the South African Institute of CharteredAccountants. Basic 2021 20202019 Earnings £m Earnings per share pence Earnings £m Earnings per share pence Earnings £m Earnings per share pence Basic earnings per share 6,789 296.9 6,400 280.0 5,704 249.7 Effect of impairment of intangibles, property, plant and equipment andassets held-for-sale 138 6.0 465 20.3 518 22.7 Tax and non-controlling interests on impairment of intangibles and property, plant andequipment (42) (1.8) (74) (3.3) (79) (3.5) Effect of (gains)/losses on disposal of property, plant and equipment,held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback (10) (0.4) (26) (1.1) 7 0.3 Tax and non-controlling interests on disposal of property, plant and equipment,held-for-sale assets, partial/full terminationof IFRS 16 leases, and sale and leaseback 2 0.1 8 0.3 (1) – Effect of impairment of BAT Pars 83 3.6 –––– Tax on impairment of BAT Pars –– –––– Effect of foreign exchange reclassification from reserves to the income statement – Subsidiaries 291 12.7 –––– – Associates (2) (0.1) –––– Issue of shares andchange in shareholding in associate (6)(0.3) (17) (0.7) (25) (1.1) Headline earnings per share (basic) 7,243 316.7 6,756 295.5 6,124 268.1 Diluted 2021 20202019 Earnings £m Earnings per share pence Earnings £m Earnings per share pence Earnings £m Earnings per share pence Diluted earnings per share 6,789 295.6 6,400 278.9 5,704 249.0 Effect of impairment of intangibles, property, plant and equipment andassets held-for-sale 138 6.0 465 20.3 518 22.5 Tax and non-controlling interests on impairment of intangibles and property, plant andequipment (42) (1.8) (74) (3.3) (79) (3.4) Effect of (gains)/losses on disposal of property, plant and equipment,held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback (10) (0.4) (26) (1.1) 7 0.3 Tax and non-controlling interests on disposal of property, plant and equipment,held-for-sale assets, partial/full terminationof IFRS 16 leases, and sale and leaseback 2 0.1 8 0.3 (1) – Effect of impairment of BAT Pars 83 3.6 –––– Tax on impairment of BAT Pars –– –––– Effect of foreign exchange reclassification from reserves to the income statement – Subsidiaries 291 12.6 –––– – Associates (2) (0.1) –––– Issue of shares andchange in shareholding in associate (6)(0.3) (17) (0.7) (25) (1.1) Headline earningsper share (diluted) 7,243 315.3 6,756 294.4 6,124 267.3 ![]() BAT Annual Report and Form 20-F 2021 206 #### Financial Statements #### Notes on Accounts #### Continued #### 12 Intangible Assets (a) Overview of intangible assets 2021 Goodwill £m Computer software £m Trademarks and similar intangibles £m Assets in the course of development £m Total £m 1 January Cost 43,319 1,307 73,598 120 118,344 Accumulated amortisation and impairment (885) (2,116) (3,001) Net book value at 1 January 43,319 422 71,482 120 115,343 Differences onexchange (68) (3) 640 – 569 Additions – internal development ––– 139139 – separatelyacquired –– 60 33 93 Reallocations – 118 18 (136) – Amortisation charge – (116) (319) – (435) Impairment (57) (13) (14) – (84) 31 December Cost 43,194 1,266 74,227 156 118,843 Accumulated amortisation and impairment (858) (2,360) (3,218) Net bookvalue at 31 December 43,194 408 71,867 156 115,625 2020 Goodwill £m Computer software £m Trademarks and similar intangibles £m Assets in the course of development £m Total £m 1 January Cost 44,316 1,207 75,726 115 121,364 Accumulated amortisation and impairment (780) (1,797) (2,577) Net book value at 1 January 44,316 427 73,929 115118,787 Differences onexchange (824) (3) (2,252) – (3,079) Additions – internal development ––– 142142 – acquisitions (note 27) 36 – 39 – 75 – separatelyacquired –– 103 13 116 Reallocations – 127 23 (150) – Amortisation charge – (121) (338) – (459) Impairment (209) (8) (22) – (239) 31 December Cost 43,319 1,307 73,598 120 118,344 Accumulated amortisation and impairment (885) (2,116) (3,001) Net bookvalue at 31 December 43,319 422 71,482 120 115,343 (b) Goodwill Goodwill of £43,194 million (2020: £43,319 million) is included in intangible assets in the balance sheet of which the following are the significant acquisitions: Reynolds American £33,021 million (2020: £32,719 million); Rothmans Group £4,408 million (2020: £4,591 million); Imperial Tobacco Canada £2,345 million (2020: £2,304 million); ETI (Italy) £1,384 million (2020: £1,474 million) and ST (principally Scandinavia) £1,043 million (2020: £1,111 million). The principal allocations of goodwill in the Rothmans’ acquisition are to the cash- generating units of Europe and South Africa, with the remainder mainly relating to operations in APME. During 2021, the Group recognised a goodwill impairment charge of £57 million (2020: £209 million) as explained in note 12(e)(iv) below. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 207 #### 12 Intangible Assets Continued (c)Trademarksand similarintangibles Trademarks andsimilar intangibles with indefinite lives The net book value of trademarks and similar intangibles with indefinite lives is £69,475 million (2020: £68,839 million) and relates to the acquisitionof ReynoldsAmerican. The trademarks acquired, including Newport, Camel, NaturalAmerican Spirit,Grizzly and Pall Mall, all of which are part of the Group’s Strategic Portfolio of key brands, form the core focus of the U.S. business and receive significant support in theform ofdedicatedinternalresources, forecasting and, whereappropriate, marketinginvestment.These trademarks have significant market share and positive cashflow growth expectations. There are no regulatory or contractual restrictions on the use of the trademarks, and there are no plans by management to significantly redirect resources elsewhere. Consequently, in the view of management, these trademarks do not have a foreseeable and definite end to their ability to generate future cash flows and hence are not amortised. Trademarks and similar intangibles with definitelives The majority of trademarksand similar intangibles withdefinitelives relate to trademarksacquired in previousyears. These trademarks are amortised over their expected useful lives, which do not exceed 20 years. Included in the net book value of trademarks and similar intangibles are trademarks relating to the acquisition of Reynolds American £2,038 million (2020: £2,260 million). In 2020, the Group acquired the formulations, brands, associated know-how and other relevant assets owned by Dryft Sciences, LLC, relating to its white nicotine pouch products. These have been accounted as trademarks with a value of £103 million (see note 27(c)). Also, in 2020, due to the migration to Vuse and difficult trading conditions in South Africa and the delisting of certain brands in Belize, theGroup recognised an impairment charge of £18 million. (d) Computer software and assets in the course of development Included in computer software and assets in the course of development are internally developed assets with a carrying value of £517 million (2020: £513 million). The costs of internally developed assets include capitalised expenses of employees working full time on software development projects, third-party consultants and software licence fees from third-party suppliers. The Group has £2 million of future contractual commitments (2020: £6 million) related to intangible assets. (e) Impairment testing (i) Overview a. Estimationuncertainty As described in note 1, the critical accounting estimates used in the preparation of the consolidated financial statements include the reviewof asset values, especially indefinite life assets suchas goodwill and certain trademarks andsimilar intangibles. There is significant judgement with regard to assumptions and estimates involved in the forecasting of future cash flows, which form the basis of the assessment of the recoverability of these assets, with the effect that the value-in-use of calculations incorporate estimation uncertainty,particularly forcertain assets held inrelationto the Canadian, U.S., Malaysian, Peruvian and South African markets and the Global Travel Retail (GTR) business. b. Impact of climate change The impact of climate change on the future cash flows has been considered for scenarios analysed in terms of future access to tobacco and nicotine. The climate change scenario analyses – conducted in line with TCFD recommendations – undertaken this year did not identify any material financialimpact. (ii) Impairmenttesting – Trademarks andsimilar intangibles with indefinite lives(brands) The trademarks and similar intangibles with indefinite lives (brands) have been tested for impairment on a value-in-use basis. The value- in-use calculations use cash flows based ondetailed brandbudgets prepared bymanagement using projectedsales volumes, revenues and projected brand profitability covering a five-year horizon and, thereafter, grown into perpetuity. Corporate costs are allocated to the brandbudgets based on either specific allocations, where appropriate, or based on volumes. Thepre-tax discountrates, ranging between 8.71% and 9.94%, and long-term growth rates of between 0.75% and 1%, applied to the brand value-in-use calculations have been determined by local management based on experience, specific market and brand trends and pricing and cost expectations. Following the application of a reasonable range of sensitivities, there was no indication of impairment. Refer to note 12(e)(v) for further information on the Newport and Camel brand impairment testing. As the trademarks and similar intangibles with indefinite lives relate to the acquisition of Reynolds American, the brand budgets used in the value-in-use calculations have also been incorporated into the budget information used in the impairment testing of the Reynolds American goodwill. ![]() BAT Annual Report and Form 20-F 2021 208 #### Financial Statements #### Notes on Accounts #### Continued #### 12 Intangible Assets Continued (iii) Cash-generating units andinformation on goodwill impairmenttesting In 2021, goodwill was allocated for impairment testing purposes to 17 (2020: 19) individual cash-generating units – one in the U.S. (2020:one), six in APME (2020: six), six in AMSSA (2020: seven) and four in ENA (2020: five). The number of cash-generating units in AMSSA and ENA reduced by one as a result of the 2020 impairment of goodwill in Twisp and BlueNile (note 12(e)(iv)). 2021 2020 Carrying amount £m Pre-tax discount rate % Carrying amount £m Pre-tax discount rate % Cash-generating unit Reynolds American 33,021 8.4 32,719 7.6 Europe 5,362 6.1 5,639 6.2 Canada 2,345 19.3 2,304 19.1 Australia 719 6.8 756 7.9 South Africa 512 14.6 552 11.5 Singapore 352 8.2 356 9.6 GTR 233 7.7 241 6.5 Malaysia 226 11.2 23210.3 Peru 91 10.7 145 9.5 Other 333 6.8 375 7.8 Total 43,194 43,319 Included within ‘Other’ above is goodwill arising on various acquisitions that have been allocated to eight cash-generating units which are, individually, insignificant. The pre-tax discount rate representsthe weighted average pre-tax discountrate. The recoverable amounts of all cash-generating units have been determined on a value-in-use basis. The key assumptions for the recoverable amounts of all units are the budgeted volumes, revenues, operating margins and terminal growth rates, which directly impact the cash flows, and the discount rates used in the calculation. The long-term growth rate is used purely for the impairment testing of goodwillunder IAS36 Impairment of Assets and does not reflect long-term planning assumptions used by the Group for investment proposals orfor anyother assessments. Pre-tax discount rates, as shown above, were used in the impairment testing, based on the Group’s weighted average cost of capital, taking into account thecost of capital andborrowings, to whichspecific market-related premiumadjustmentsare made. These adjustments are derived from external sources and are based on the spread between bonds (or credit default swaps, or similar indicators) issued by the U.S. or comparable governments and by the relevant local government, adjusted for the Group’s own credit market risk. For ease of use and consistency in application, these results are periodically calibrated into bands based on internationally recognised credit ratings. The long-term growth rates and discount rates have been applied to the budgeted cash flows of each cash- generatingunit. These cash flows have been determined by local management based onexperience, specific market andbrand trends, aswell as pricing and cost expectations. These have been endorsed by Group management as part of the consolidated Group’s budget. (iv)Impairment testing –Goodwill (excludingReynoldsAmerican and Canada) The value-in-usecalculations use cash flows based on detailed financial budgetspreparedby management covering aone-year period extrapolated over a 10-year horizon with growth of 3% (2020: 3%) in years 2 to 10 having been assumed as the long-term volume decline is more than offset by pricing to drive revenue growth. A 10-year horizon is considered appropriate based on the Group’s history of profit and cash growth, its well-balanced portfolio of brands and the industry in which it operates. For recent acquisitions and start-up ventures the detailed financial budgetis expanded to reflect the medium-term plan ofthe country ormarketmanagement spanning five years or beyond. As a result of difficult trading conditions, the above assumptions were amended to reflect the short- to medium-term plans of the country or areamanagement spanning upto aperiod offive years forthe Malaysian, GTR, SouthAfrican and Peruvian cash-generating units. Having recognised an impairment charge in 2020 due to difficult trading conditions in Malaysia (£197 million), including high incidence of illicit trade and downtrading, the Malaysian CGU assessment was amended to reflect the short- to medium-term country plans. As aresult of the assessment, in 2021, no further deterioration in performance was identified requiring further impairment consideration. The Group will continue to monitor Malaysia’s performance going forward toidentify if any impairment triggers materialise. During 2021, GTR continued to experience difficult trading conditions as a consequence of the COVID-19 pandemic, as global travel continued to be significantly constrained. As a result, management prepared forecasted cashflows assuming a phased recovery, alongside maintaining the long-term growth rate at 0%. Following the application of a reasonable range of sensitivities, there was no indication of impairment. For the GTR cash-generating unit headroom to reduce to £nil, the forecast cash flows would need to reduce by a further 79% in each forecast year or the pre-tax discount rate would need to increase to 29.7%. Management believes that the duty-free business will recover and therefore both scenarios are not considered, at this stage, to be reasonably possible. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 209 #### 12 Intangible Assets Continued South Africa continues to recover from a five-month sales ban in 2020, with the forecasted cashflows prepared to reflect the continued expected recovery. Following the application of a reasonable range of sensitivities, there was no indication of impairment. For the South African cash-generating unit headroom to reduce to £nil, the forecast cash flows would need to reduce by a further 23% in each forecast year or the pre-tax discount rate would need to increase to 18.9%. Management believes that the post-ban recovery will continue in South Africa and thereforeboth scenarios arenot consideredby management,at thisstage, tobe reasonably possible. In Peru, due to continued difficult trading conditions as a consequence of the COVID-19 pandemic and its impact on the forecasted operating cashflows, the Group had recognised an impairment charge of £54 million in 2021. This partial impairment reduces the carrying value of goodwill to £91 million. Also, in 2021, the Group impaired in full the goodwill of Myanmar resulting in an impairment charge of £3 million. The table below shows the headroom and the impairment charge that would be recognised if the assumptions used in the value-in-use calculationwerechanged: Carrying amount of CGU £m Headroom £m Increase in discount rate 1 £m Decreasein cash flows 1 £m Increase in terminal value 1 £m Changein headroom/impairment charge Cash-generating unit Peru 1 91 – (14) (10) (11) Note: 1. Peru: reasonably possible changes in key assumptions that would result in additional impairment would be a 1.6% increase in the pre-tax discount rate, a 10% decrease in forecast cash flows reflecting a permanent loss in volumes arising from the COVID-19 pandemic or a 1% increase in terminal decline. With the exception of the Peruvian cash-generating unit, following the application of a reasonable range of sensitivities to all the cash- generating units, and after reflecting the impairments above, there was no indication of any further impairment. In 2020, the Group also impaired in full the goodwill arising from the acquisitions of Twisp in South Africa and Blue Nile in Sudan due to difficult trading conditions in these markets. This resulted in the recognition of impairment charges of £11 million and £1 million, respectively. (v) Impairment testing – Reynolds American Goodwill relating to Reynolds American and the Newport and Camel trademarks On 29 April 2021, the FDA reconfirmed its intention to issue a proposed product standard to ban menthol as a characterising flavour in cigarettes. Management notes that the FDA announcement does not itself constitute a ban on menthol in cigarettes, and any proposed regulation of menthol in cigarettes would need to be introduced through the established U.S. comprehensive rule-making process, the timetable and outcome for which was, and remains, uncertain. Management continues to believe that any ban, given the mechanisms and processes required to be followed in the U.S., is unlikely to be implemented within the next five years. In addition, it is unclear how any such potential U.S. regulation might affect the manufacture and marketing of Group combustible brands containing menthol. The base case scenario used in the impairment model therefore does not include any potential impact of changes in regulation in relation to menthol flavourings in combustibles within the five-year discrete forecast period. Any potential impacts have been captured within the terminal growth rate anddiscount rates applied. The Group has a long-standing track record of managing regulatory shifts and, in the event of regulatory change, the Group remains confident in its ability to navigate that environment successfully. Since 2018, having considered the combination of the risk of implementation and impact of any change in regulations, the Group has not recognised any impairment on either the Newport or Camel brands or the Reynolds American goodwill, as management concluded that there would not be a significant impact to the value-in-use. The carrying amounts for Reynolds American goodwill, Newport and Camel brands intangibles were £33,021 million, £29,517 million and £12,485 million, respectively (2020: £32,719 million, £29,248 million and £12,371 million). The value-in-use calculations for brands, as described in note 12(e)(ii) above, have been incorporated in the base case scenario used in the Reynolds American goodwill model. The value-in-use calculations have been prepared based on a five-year cash flow forecast which assumes long-term volume decline of cigarettes. This decline is more than offset by pricing. After this forecast, a growth rate of 1% has been assumed for Reynolds American goodwill, 0.75% for Newport and 0.85% for Camel and a pre-tax discount rate of 8.4% (2020: 7.6%), 9.9% (2020: 8.3%) and 9.4% (2020: 8.3%), respectively. ![]() BAT Annual Report and Form 20-F 2021 210 #### Financial Statements #### Notes on Accounts #### Continued #### 12 Intangible Assets Continued The excess of value-in-use earnings over the carrying values (headroom) of the Reynolds American goodwill and the Newport and Camel brands intangibles would be reduced to nil if the following individual changes, none of which are considered reasonably possible by management, were made to the key assumptions used in the impairment model. Reynolds American goodwill % Newport % Camel % Assumptions Decrease in revenue by 7.2 15.1 15.2 Increase in pre-tax discount rate by 1.6 2.5 2.9 Decrease in terminal value rate by 1.4 5.1 5.6 For Reynolds American goodwill, the change in revenue assumption is based on combustibles revenue in the five-year forecast reducing by 7.2% in each year and assumes that other assumptions are not changed. For Newport and Camel, the change in revenue assumption is based on the revenue in the five-year forecast reducing by 15.1% and 15.2%, respectively in each year and assumes that other assumptions are not changed. (vi) Impairment testing – Canada Goodwill relating to Imperial Tobacco Canada Ltd (ITCAN) In March 2019, ITCAN obtained an Initial Order from the Ontario Superior Court of Justice granting it protection under the Companies’ Creditors Arrangement Act (CCAA). If the CCAA bankruptcy protection were to end, significant liabilities might crystallise. As a consequence, to reflect the risk to future operating cash flows, the value-in-use calculations have been prepared based on a five- year cash flow forecast, after which a growth rate of -2.5% and a pre-tax discount rate of 19.3% (2020: 19.1%) have been assumed. Further information on the Quebec Class Actions and CCAA can be found in note 31. In addition to the increase in discount rate, a reasonable range of sensitivities was applied to the value-in-use calculation, and there was no indication of impairment. The excess of value-in-use earnings over the carrying values (headroom) of the ITCAN goodwill would be reduced to nil if the following individual changes, none of which are considered reasonably possible by management, were made to the key assumptions used in the impairment model. The change in revenue assumption is based on combustibles revenue in the five-year forecast reducing by 27.4% in each year and assumes that other assumptions are not changed. Canada goodwill % Assumptions Decrease in revenue by 27.4 Increase in pre-tax discount rate by 14.7 The £2,345 million of goodwill relating to ITCAN on the Group’s balance sheet at 31 December 2021 will continue to be reviewed on a regular basis. Any future impairment charge would result in a non-cash charge to the income statement that will be treated as an adjusting item. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 211 #### 13 Property, Plant and Equipment (a) Overview ofproperty, plant and equipment, including right-of-use assets 2021 Freehold property £m Leasehold property £m Plant, equipment and other owned £m Plant, equipment and other leased £m Assets in the courseof construction £m Total £m 1 January Cost 1,518 798 5,807 217 764 9,104 Accumulated depreciation andimpairment (444) (315) (3,175) (110) (4,044) Net book value at 1 January 1,074 483 2,632 107 764 5,060 Differences onexchange (23)(22) (135) (5) (18) (203) Additions – right-of-use assets – 88 – 76 – 164 – separatelyacquired –1 45 – 508 554 Reallocations 44 51 441 1 (537) – Depreciation (35) (110) (303) (57) – (505) Impairment (4) (2) (37) – (11) (54) Right-of-use assets– reassessments, modifications and terminations – (11) – (5) – (16) Disposals (7) (1) (12) –– (20) Net reclassificationsas held-for-sale (16) – (11) –– (27) 31 December Cost 1,421 847 5,750 247 706 8,971 Accumulated depreciation andimpairment (388) (370) (3,130) (130) (4,018) Net bookvalue at 31 December 1,033 477 2,620 117 706 4,953 2020 Freehold property £m Leasehold property £m Plant, equipment and other owned £m Plant, equipment and other leased £m Assets in the course of construction £m Total £m 1 January Cost 1,503 785 5,795 215 921 9,219 Accumulated depreciation andimpairment (427) (229) (2,974) (71) (3,701) Net book value at 1 January 1,076 556 2,821 144 921 5,518 Differences onexchange (38)(25) (150) (4) (55) (272) Additions – right-of-use assets – 67 – 36 – 103 – separatelyacquired 2– 40 – 459501 – acquisition of subsidiaries (note 27(a)) –1–––1 Reallocations 84 14 427 – (525) – Depreciation (38) (118) (313) (62) – (531) Impairment (5) (1) (184) – (36)(226) Right-of-use assets– reassessments, modifications and terminations – (11) – (7) – (18) Disposals (7) – (9) –– (16) Net reclassificationsas held-for-sale –––––– 31 December Cost 1,518 798 5,807 217 764 9,104 Accumulated depreciation andimpairment (444) (315) (3,175) (110) (4,044) Net bookvalue at 31 December 1,074 483 2,632 107 764 5,060 Refer to notes 4 and 7 for more information on property, plant and equipment impairments. The £27 million (2020: £nil) of assets reclassified as held-for-sale primarily relates to the disposal of the Iranian subsidiary, BAT Pars, as disclosed on note 27(d). The Group has £90 million of future contractual commitments (2020: £110 million) related to property, plant and equipment. ![]() BAT Annual Report and Form 20-F 2021 212 #### Financial Statements #### Notes on Accounts #### Continued #### 13 Property, Plant and Equipment Continued (b) Right-of-use assets In accordance with IFRS 16 Leases , the right-of-use assets related to leased properties have been included in the asset class ‘Leasehold Property’ (note 13(c)) and other right-of-use assets have been reported under ‘Plant, equipment and other leased’. The Group leases various offices, warehouses, retailspaces, equipment and vehicles through its subsidiaries across the globe. Arrangements are entered into in the course of ordinary business, and lease terms are negotiated on an individual basis and contain a wide range ofdifferent termsand conditions reflectinglocal commercial practice. The leaseagreements donot imposeany covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowingpurposes. Assets representing ‘plant, equipment and other’ relate to leases of various assets including tobacco vending machines, industrial equipment anddistribution vehiclesin Brazil,Japan, Pakistan, Poland,Romania, Switzerland, U.S. and other countries. (c) Leasehold property As of 31 December 2021, the Group holds £165 million (2020: £132 million) of leasehold properties acquired and another £312 million (2020: £351 million) of right-of-use leased properties. Assets representing ‘leasehold property’ relate to leases in respect of offices, retail space, warehouses and manufacturing facilities occupied by Group subsidiaries and include property leases with lease terms of more than five years in Brazil, Bangladesh, Germany, Mexico,Romania, Singaporeand Vietnam, amongst other countries. In addition, capitalised expenditure representing leasehold improvements is included in this asset class. 2021 £m 2020 £m Leasehold land andproperty comprises – net book value of long leasehold 14 17 – net book value of short leasehold 463 466 477 483 2021 Leasehold property net bookvalue movements for theyear ended 31December 2021 Net book value at 1 January £m Differences on exchange £m Depreciationand impairment £m Other net movements\* £m Net book value at 31 December £m – Property acquired (IAS16) 132 (8)(13) 54 165 – Right-of-use properties (IFRS16) 351 (14) (99) 74 312 483 (22) (112) 128 477 2020 Leasehold property net bookvalue movements for theyear ended 31December 2020 Net book value at 1 January £m Differenceson exchange £m Depreciation and impairment £m Other net movements\* £m Net book value at 31 December £m – Property acquired (IAS16) 135 (6) (11) 14132 – Right-of-use properties (IFRS16) 421 (19) (108) 57 351 556 (25) (119) 71 483 \*Property acquired (IAS 16 Property,plant and equipment ) other net movements represent additions (directly acquired and/or transferred from assets in the course of construction) net of disposals, whereas the right-of-use properties (IFRS 16) other net movements relates to new leases net of reassessments, modifications and terminations as reported in the Property, plant and equipment movement table in note 13(a). Other net movements also includes £nil (2020: £1 million) in relation to acquired companies. (d) Freehold property As of 31 December 2021, the Group owns freehold property amounting to £1,033 million (2020: £1,074 million), representing factories, warehouses and office buildings together with adjoining land, mainly in the U.S., UK, Bangladesh, Indonesia and South Korea. 2021 £m 2020 £m Cost of freeholdland within freehold property on whichno depreciationis provided 242 251 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 213 #### 14 Investments in Associates and Joint Ventures 2021 £m 2020 £m 1 January 1,796 1,860 Total comprehensive income (note 9) 412 323 Dividends (392) (394) Additions (note 27(c)) 130 5 Other equity movements 2 2 31 December 1,948 1,796 Non-current assets 1,286 1,021 Current assets 1,144 1,155 Non-current liabilities (83) (61) Current liabilities (399) (319) 1,948 1,796 ITC Ltd. (Group’s share of the market value is £7,839 million (2020: £7,574 million)) 1,759 1,724 Other listed associates (Group’s share of the market value is £232 million (2020: £184 million)) 154 26 Unlisted associates 35 46 1,948 1,796 The principal associate undertaking of the Group is ITC Ltd. (ITC). Included within the dividends amount of £392 million (2020: £394 million) are £383 million (2020: £386 million) attributable to dividends declared by ITC. Organigram Inc. On 11 March 2021, the Group announced a strategic collaboration agreement with Organigram Inc., a wholly owned subsidiary of publicly traded Organigram HoldingsInc. (collectively, Organigram).Under theterms ofthe transaction,a Groupsubsidiary acquired a19.9% equity stake in Organigram Holdings Inc. (listed on both the Nasdaq and Toronto Stock Exchange under the symbol ‘OGI’) to become its largest shareholder. The Group’s share of the fair value of net assets acquired included £49 million of intangibles and £30 million of goodwill, representing a strategic premiumtoenterthe legal cannabis market in North America. The carrying value of the investment at 31 December 2021 is £125 million, which is higher than the value implied by the market price of individual shares at that date. Due to the likelihood of short-term volatility in the share price, third-party valuations were considered which indicate a valuation for the Group’s investment in excess of the current carrying value. Any potential impairment of the investment would be immaterial to the Group. Management will continue to monitor the carrying value, in line with IAS 36, over the course of future periods. Tisak d.d. The Group’s investment in Tisak d.d. (Tisak) was acquired as part of the TDR transaction (note 27). During 2016, the Group entered into an agreement withTisak’sparentAgrokor d.d. (Agrokor) toconvert certain outstandingtrading balances intolong-term loansand an additional shareholding in Tisak. As part of the agreement, Agrokor had the right to reacquire the additional shareholding in Tisak. As a consequence of this, while the Group had legal ownership of the additional shareholding, it did not consider that the shares provided any additional equity interest and continued to account for 26% of the equity of Tisak. In 2017, due to the financial difficulties of Agrokor and Tisak, the Group fully impaired this investment resulting in a charge of £27 million to the income statement in that year that was reported as an adjusting item. In July 2018, Agrokor’s creditors approved a settlement plan proposed by Agrokor’s administrators. The settlement plan has not returned any value to the Group, and Tisak was liquidated on 21 September 2021. ![]() BAT Annual Report and Form 20-F 2021 214 #### Financial Statements #### Notes on Accounts #### Continued #### 14 Investments in Associates and Joint Ventures Continued ITC Ltd. ITC is an Indian conglomerate based in Kolkata and maintains a presence in cigarettes, hotels, paper and packaging, agri-business and other fast-moving goods(e.g. confectionery, branded apparel, personal care,stationery and safety matches). BAT’s interest in ITCis 29.38%. ITC prepares accounts on a quarterly basis with a 31 March year-end. As permitted by IAS 28 Investments in associates and joint ventures , results up to 30 September 2021 have been used in applying the equity method. This is driven by the availability of information at the half-year, to be consistent with the treatment in the Group’s interim accounts. Any further information available after the date used for reporting purposes is reviewed and any material items adjusted for in the final results. The latest published information available is at 31 December 2021. 2021 £m 2020 £m Non-current assets 3,889 3,399 Current assets 3,391 3,513 Non-current liabilities (231) (194) Current liabilities (1,061) (858) 5,988 5,860 Group’s share of ITC Ltd. (2021: 29.38%; 2020: 29.42%) 1,759 1,724 #### 15 Retirement Benefit Schemes The Group operatesvarious funded andunfunded defined benefit schemes, including pensionand post-retirement healthcareschemes, and defined contributionpension schemes through its subsidiary undertakings in multiple jurisdictions, with itsmost significant arrangements being in the U.S., UK, Canada, Germany, Switzerland and the Netherlands. Together, schemes in these territories account for over 90% of the total underlying obligations ofthe Group’s defined benefit arrangements and over 70%of thedefined benefit net costs charged toadjustedprofit. Pension obligations consist mainly of final salary pension schemes which provide benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement. In addition, the Group operates several healthcare benefit schemes, of which the most significant are in the U.S. and Canada. The majority of defined benefit schemes allow for the future accrual of benefits. With the exception of arrangements required under local regulations, most ofthe Group’s arrangements are closed tonew entrants. Benefits provided throughdefined contributionschemes are charged as an expense as payments falldue. The liabilities arising in respect of defined benefit schemes are determined inaccordance with the advice of independent, professionally qualified actuaries, usingthe projected unit credit method. It is Group policy that all schemes are formally valued at least every three years. Through its defined benefit pension schemes and healthcare benefit schemes, the Group is exposed to a number of risks, including: – Asset volatility: The scheme liabilities are calculated using discount rates set by reference to bond yields. If scheme assets underperform this yield, e.g. due to stock market volatility, this will create a deficit. However, most funded schemes hold a proportion of assets which are expected to outperform bonds in the long term, and the majority of schemes by value are subject to local regulation regarding funding deficits. – Changes in bond yields: A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’ bond holdings, ‘buy-in’ insurance assets or other hedging instruments. – Inflation risk: Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities, although in most cases, caps on the level of inflationary increases are in place in the scheme rules, while some assets and derivatives provide specific inflation protection. – Life expectancy: The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plans’ liabilities. Assumptions regarding mortality and mortality improvements are regularly reviewed in line with actuarial tables and scheme specific experience. The Group has an internal body, the Pensions Executive Committee (PEC), that is chaired by the Finance and Transformation Director. The PEC sets and oversees a set of philosophies, policies and practices in respect of post-employment benefits including, but not limited to, design, funding, investment strategy, risk managementand governance. It alsoreviewssignificant changes todefined benefit schemes in the countries with the most significant liabilities, and defined contribution schemes in the countries with the most significant costs. Significant changes to defined benefit arrangementsinclude scheme closures tofuture accrualand risk managementexercises such as the ‘buy-in’ and‘buy-out’ transactions referred to below. A ‘buy-out’ transaction is where a pension scheme derecognises all (or part) of its liabilities, removing it from the balance sheet, by permanently transferring those obligations from the sponsoring employer to a third-party provider and eliminating all further legal or constructive obligation to the pension scheme or to the sponsoring employer. By contrast, with a ‘buy-in’ transaction the scheme liabilities remain on the balance sheet and the sponsoring employer remains responsible for the fulfilment of the pension obligations. However, these obligations are de-risked through the purchase of an insurance product designed to match the underlying cash flows of the pension liability reducing the risks associated with improved longevity and interest and discount rate movements. The Group consequently benefits from the ‘buy-in’ as it reduces the individual scheme’s reliance on the Group for future cash funding requirements. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 215 #### 15 Retirement Benefit Schemes Continued All of the Group’s arrangements, including funded schemes where formal trusts or equivalents are required, have been developed and are operated in accordance with local practices and regulations where applicable in the countries concerned. Responsibility for the governance of these schemes, including specific investment decisions and funding contribution schedules, generally lies with the trustees, or equivalent bodies, of each arrangement. The trustees will usually consist of representatives appointed by both the sponsoring company andthe beneficiaries. The funded arrangementsin the Grouphave policies on investment management,including strategies over apreferredlong-term investment profile, and schemes in certain territories including Canada and the Netherlands manage their bond portfolios to match the weighted average duration of scheme liabilities. In addition, as noted below, certain arrangements in the UK and Canada have been de-risked through the purchase of insurance policies. The majority of funded schemes are subject to local regulations regarding funding requirements. Contributions to defined benefit schemes are determined after consultation with the respective trustees and actuaries of the individual externally funded schemes, and after taking into account regulatory requirements in each territory. The Group’s contributions to funded defined benefit schemes in 2022 in total are expected to be £83 million compared to £74 million in 2021. U.S. In the U.S., the main funded pension plans are the Reynolds American Retirement Plan (PEP) and the Retirement Income Plan for Certain RAI Affiliates (Affiliates), and the only funded healthcare scheme is the Brown & Williamson Tobacco Corporation Welfare & Fringe Benefit Plan , all of which are established with corporate trustees that are required to run the plans in accordance with the plan’s rules and to comply with all relevant legislation, including the Employee Retirement Income Security Act of 1974. The corporate trustees act as custodians with a committee of local management acting in a fiduciary capacity with regard to investment decisions, risk mitigation and administration of the arrangements. Contributions to the various funded plans are agreed with the named fiduciary,scheme actuaries andthe committee of local management after taking account of statutory requirements including the Pension Protection Act of 2006, as amended. Through its U.S. subsidiaries, the Group may make significant contributions, either as required by statutory requirements or at the discretion of the Group, with the aim of maintaining a funding status of at least 90% and remaining fully funded in the long term. During 2021, the Group did not contribute to its funded pension and post-retirement plans in the U.S. and does not expect to do so in 2022. For funded plans in the U.S., the trustees employ a risk mitigation strategy which seeks to balance pension plan returns with a reasonable level of funded status volatility. Based on this framework, the asset allocation has two primary components. The first component is the hedging portfolio, which uses extended duration fixed income holdings (typically U.S. Government and investment grade corporate bonds) and, to a lesser extent, derivatives to match a portion of the interest rate risk associated with the benefit obligations, thereby reducing expected funded status volatility. The second component is the return-seeking portfolio, which is designed to enhance portfolio returns. The return-seeking portfolio is broadly diversified across asset classes. On 7 October 2021, the Group concluded a transaction affecting portions of the membership of the PEP and the Affiliates plans referred to above, allowing the Group to fully settle portions of its liability by transferring the obligations to the Metropolitan Tower Life Insurance Company in a buy-out. Approximately US$1.9 billion (£1.4 billion) of plan liabilities have been removed from the balance sheet, resulting in a settlement gain of £35 million. At 31 December 2021, the PEP and Affiliates plans referred to above were reporting surpluses under IAS 19 totalling £463 million (2020: £232 million). Under the rules of these plans, after assuming the gradual settlement of the plan liabilities over the lives of the arrangements, any surplus would be returnable to the Group in the event of a termination or could otherwise be repurposed for other existing or replacement benefit plans, and accordingly, no surplus restrictions have been recognised. United Kingdom In the UK, the main pension arrangement is the British American Tobacco UK Pension Fund (UKPF), which is established under trust law and has a corporate trustee that is required to run the scheme in accordance with the UKPF’s Trust Deed and Rules and to comply with the Pension Scheme Act 1993, Pensions Act 1995, Pensions Act 2004 and all other relevant legislation. With effect from 1 July 2020, UKPF was closed to further accrual of benefits with all active members becoming deferred members. A past service credit was recognised on the difference between the salary increase assumption for active members and the inflation assumption for deferred members at the dateof theplan amendment and curtailment of benefits. The formal triennial actuarial valuation of the UKPF was last carried out with an effective date of 31 March 2020. This showed that UKPF had a surplus of £139 million on a Technical Provisions basis, in accordance with the statutory funding objective. The Trustee also has a Long-Term Funding Target to be fully funded on a Solvency Liabilities basis by 2026, and on this basis UKPF had a surplus of £7 million at the valuation date. Under IAS 19, this was reported as a net retirement benefit asset of £293 million (2020: £389 million). Following the completion of the valuation noted above, the Trustee and the Group agreed a new Schedule of Contributions with an effective date of 5 October 2020. This schedule was subsequently replaced with a new Schedule with an effective date of 30 March 2021, such that the Group made no contributions in 2021 but is committed to pay £18 million in July 2022 and £18 million in July 2023 as contributions towards further de-risking of UKPF’s assets and securing members’ benefits. Contributions were £21 million in 2020 and £30 million in 2019. Under the UKPF scheme rules, the Trustee does not have a unilateral power to commence a wind up of UKPF, and the Group has recognised a surplus as an unconditional right to a refund assuming the gradual settlement of the UKPF liabilities over the life of the scheme with any future surplus returnable to the Group at the end of the life of the scheme. The funding commitment is not considered onerous and no additional liabilities or surplus restrictions have been recognised. ![]() BAT Annual Report and Form 20-F 2021 216 #### Financial Statements #### Notes on Accounts #### Continued #### 15 Retirement Benefit Schemes Continued As part of its risk management strategy, on 31 May 2019, the UK Trustee entered into a buy-in agreement with Pension Insurance Corporation plc (‘PIC’) to acquire an insurance policy with the intent of matching a specific part of UKPF’s future cash flows arising from the accrued pension liabilities of retired and deferred members and improving the security to the UKPF and its members. On an IAS 19 basis, the subsequent fair value of the insurance policy matches the present value of the liabilities being insured. On 19 May 2021, the Trustee entered into an agreement with PIC to acquire a second buy-in policy which involved the transfer of £383 million of assets held by UKPF to PIC. As a result of these transactions, approximately 84% of the assets held by UKPF (2020: 75%) are represented by the buy-in contracts, covering 91% of UKPF’s liabilities (2020: 83%). For the residual assets held by UKPF, the current allocation is broadly split as 75% in risk reducing assets and 25% in return seeking assets. The return seeking portfolio is invested in illiquid assets which, in the normal course of events, will wind down naturally over time, with their value being realised as the investments mature. This is consistent with the Trustee’s ultimate target which is to be 100% invested in risk reducing assets or matching assets. Given the strong funding position of UKPF as shown in the 31 March 2020 Actuarial valuation, the Trustee will continue to review the investment strategy and may look to increase the proportion of risk-reducing or matching assets, commensurate with their ultimate target to further reduce UKPF’s exposure to asset volatility. Other territories Payments made to pensioners by the operating companies in Germany, net of income on scheme assets, are deemed to be company contributions to the Contractual Trust Arrangements and are anticipated to be around £37 million in 2022 and £33 million per annum for the four years after that.Contributions to pension schemes in Canada, Netherlands and Switzerland in total are anticipated to be around £11 million in 2022 and then also around £11 million per annum for the four years after that. For schemes in the Netherlands reporting surpluses of £77 million (2020: £26 million), these surpluses have been recognised as an unconditional right to a refund assuming the gradual settlement of the pension liabilities over the life of the scheme, with any future surplus returnable to the Group at the end of the life of the scheme. For schemes in surplus in Canada of £27 million (2020: £19 million), the economic benefit has been calculated as a combination of the expected level of administration expenses which may be charged to the plan assets in accordance with the plan rules, which economically represents a potential surplus refund, and the value of the employer reserve account as defined in legislation, which represents a potential reduction in contributions on an ongoing basis or a surplus refund at the end of the life of the scheme. On 2 September 2021, the Group through its Canadian subsidiaries entered into a buy-in agreement with five insurers to acquire insurance policies that operate as assets of its largest Canadian scheme, the Imasco Pension Fund Society Plan (Society Plan), by transferring plan assets of CAD $766 million (£451 million). The transaction was met entirely from the pension plan assets with no further funding required from the Group. The buy-in covered all the Society Plan’s liabilities in relation to pensioners and deferred members as well as the pensions accrued up to 31 December 2020 for active members. The Group consequently benefits from the buy-in as it reduces the Society Plan’s reliance on the Group for future cash funding requirements. For the residual assets, the Society Plan is 100% invested in risk reducing assets, consistent withthe Canadiansubsidiary’sultimate de-risking target. Unfunded arrangements The majority of benefit payments are from trustee administered funds, however, there are also a number of unfunded schemes where the sponsoring company meets the benefit payment obligation as it falls due, including UK-based Defined Benefit and Defined Contribution Unapproved Unfunded Retirement Benefit Schemes (DB UURBS and DC UURBS respectively). The DC UURBS credits accrued in the year are increased in line with the Company’s Weighted Average Cost of Debt and the scheme is therefore treated as a defined benefit scheme under IAS 19. For unfunded pension schemes in the U.S. and UK, 38% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 28% between 10 and 20 years, 19% between 20 and 30 years, and 15% thereafter. For unfunded healthcare schemes in the U.S. and Canada, 63% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 27% between 10 and 20 years, 8% between 20 and 30 years, and 2% thereafter. The amounts recognised in the balance sheet are determined as follows: PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Presentvalue of funded scheme liabilities (9,859) (11,970) (225) (253) (10,084) (12,223) Fair value of funded scheme assets 10,644 12,403 172 173 10,816 12,576 785 433 (53) (80) 732 353 Unrecognised fundedscheme surpluses (16) (16) – – (16) (16) 769 417 (53) (80) 716 337 Presentvalue of unfunded scheme liabilities (555) (602) (482) (545) (1,037) (1,147) 214 (185) (535) (625) (321) (810) The above net (liability)/asset is recognised in the balance sheet as follows: – retirement benefit scheme liabilities (702) (897) (537) (627) (1,239) (1,524) – retirement benefit scheme assets 916 712 2 2 918 714 214 (185) (535) (625) (321) (810) ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 217 #### 15 Retirement Benefit Schemes Continued The net liabilities of funded pension schemes by territory are as follows: Liabilities Assets Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m – U.S. (3,378) (5,012) 3,748 5,144 370 132 – UK (3,357) (3,485) 3,645 3,866 288 381 – Germany (913) (1,035) 896 918 (17) (117) – Canada (706) (756) 724 758 18 2 – Netherlands (769) (873) 846 893 77 20 – Switzerland (317) (348) 311 312 (6) (36) – Rest of Group (419) (461) 474 512 55 51 Fundedschemes (9,859) (11,970) 10,644 12,403 785 433 Of the Group’s unfunded pension schemes, 57% (2020: 54%) relate to arrangements in the UK and 32% (2020: 32%) relate to arrangements in the U.S., while 85% (2020: 85%) of the Group’s unfunded healthcare arrangements relate to arrangements in the U.S. The amounts recognised in the income statement are as follows: PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Defined benefit schemes Service cost – current service cost 60 72 2 2 62 74 – past service credit, curtailments and settlements (29) (12) – – (29) (12) Net interest on the net defined benefit liability – interest on scheme liabilities 226 300 19 27 245 327 – interest on scheme assets (226) (289) (5) (7) (231) (296) – interest on unrecognised funded scheme surpluses 1 1 – – 1 1 32 72 16 22 48 94 Defined contributionschemes 91 88 – – 91 88 Total amount recognised in the income statement (note 3) 123 160 16 22 139 182 The above charges are recognised within employee benefit costs in note 3 and include a credit of £23 million in 2021 (2020: charge of £10 million) in respect of settlements, past service costs and defined contribution costs reported as part of the restructuring costs and other adjusting items charged in arriving at profit from operations (note 7). Included in current service cost in 2021 is £15 million (2020: £16 million) of administration costs. Current service cost is stated after netting employee contributions, where applicable. The movements in scheme liabilities are as follows: PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Presentvalueat 1 January 12,572 12,032 798 829 13,370 12,861 Differences onexchange (122) (106) 5 (23) (117) (129) Current service cost 60 72 2 2 62 74 Past service credit and settlements (1,426) (58) – – (1,426) (58) Interest on scheme liabilities 226 300 19 27 245 327 Contributions by scheme members 3 1 – – 3 1 Benefits paid (705) (737) (55) (58) (760) (795) Actuarial losses/(gains) – arisingfrom changes in demographic assumptions 147 26 3 (7) 150 19 – arising from changes in financial assumptions (394) 1,032 (18) 59 (412) 1,091 Experience losses/(gains) 53 10 (47) (31) 6 (21) Presentvalue at 31 December 10,414 12,572 707 798 11,121 13,370 Changes in financial assumptions principally relate to discount rate movements in both years. Past service and settlements in the table above includes amounts relating to the U.S. buy-out transaction during the year. ![]() BAT Annual Report and Form 20-F 2021 218 #### Financial Statements #### Notes on Accounts #### Continued #### 15 Retirement Benefit Schemes Continued Scheme liabilities byscheme membership: PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Active members 1,090 1,305 41 54 1,131 1,359 Deferredmembers 1,750 1,897 1 2 1,751 1,899 Retired members 7,574 9,370 665 742 8,239 10,112 Presentvalue at 31 December 10,414 12,572 707 798 11,121 13,370 Approximately 95% of scheme liabilities in both years relate to guaranteed benefits. The movements in funded scheme assets are as follows: PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Fair value of scheme assets at 1 January 12,403 11,682 173 178 12,576 11,860 Differences onexchange (116) (117) – (7) (116) (124) Settlements (1,397) (45) – – (1,397) (45) Interest on scheme assets 226 289 5 7 231 296 Company contributions 74 103 – – 74 103 Contributions by scheme members 3 3 – – 3 3 Benefits paid (668) (696) (13) (15) (681) (711) Actuarial gains 119 1,184 7 10 126 1,194 Fair valueof scheme assets at 31 December 10,644 12,403 172 173 10,816 12,576 The actuarial gains and losses in both years principally relate to movements in the fair values of scheme assets including revaluations on initial recognition and subsequent remeasurement of insurance assets acquired in the buy-in transactions referred to above. Actual returns are statednet ofapplicable taxes and fundmanagement fees. Past serviceand settlements inthe tableabove includes amounts relating to the U.S. buy-out transaction during the year. Scheme assets have been diversified into equities, bonds and other assets and are typically invested via fund investment managers into bothpooled andsegregatedmandatesof listed andunlisted equities and bonds. PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2021 £m 2020 £m 2021 £m 2020 £m Equities – listed 741 1,259 6 5 747 1,264 Equities – unlisted 892 992 65 68 957 1,060 Bonds – listed 1,929 2,432 5 5 1,934 2,437 Bonds – unlisted 1,924 3,163 72 73 1,996 3,236 Other assets – listed 543 202 15 13 558 215 Other assets – unlisted 4,615 4,355 9 9 4,624 4,364 Fair valueof scheme assets at 31 December 10,644 12,403 172 173 10,816 12,576 In the above analysis, investments via equity-based investment funds are shown under listed equities, and investments via bond-based investment funds areshown under listed bonds. Other assets includeinsurance contracts, cash and other deposits, derivatives and other hedges, recoverabletaxes, infrastructureinvestmentsand investment property. In the U.S., pension plan assets are invested using active investment strategies and multiple investment management firms. Managers within each asset class cover a range of investment styles and approaches.Allowable investment types include global equity, fixed income, real assets, private equity and absolute return.The range of allowable investment types utilised for pension assets provides enhanced returns and more widely diversifies the plan. As noted above, during 2021 and 2019, the UKPF Trustee acquired insurance policies that operate as a UK Fund investment asset in a buy-in transaction. The residual assets now predominantly consist of liability driven investments and absolute return funds as well as a proportion of illiquid investments, such as private equity and infrastructure investments. Insurance policies acquired in buy-in transactions in the UK and Canada are included within ‘other assets-unlisted’ in the table above. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 219 #### 15 Retirement Benefit Schemes Continued The fair values of listed scheme assets were derived from observable data including quoted market prices and other market data, including market values of individual segregated investments and of pooled investment funds where quoted. The fair value of buy-in insurance products was estimated as the present value of the underlying obligations covered by the insurance policy. The fair values of other unlisted assets were derived from cash flow projections of estimated future income after taking into account the estimated recoverable value of these assets. The recognition of retirement benefit surpluses on the balance sheet is restricted where the economic benefit, in the form of a potential refund or reduction in future contributions, has a present value which is less than the net assets of the scheme. The movements in the unrecognised scheme surpluses, recognised in other comprehensive income, are as follows: PensionschemesHealthcare schemes Total 2021 £m 2020 £m 2019 £m 2021 £m 2020 £m 2019 £m 2021 £m 2020 £m 2019 £m Unrecognised fundedscheme surpluses at 1 January (16) (28) (20) – –– (16) (28) (20) Differences onexchange 2 3 (1) – –– 2 3 (1) Interest on unrecognised funded scheme surpluses (1) (1) – – –– (1) (1) – Movement in year (note 22) (1) 10 (7) – –– (1) 10 (7) Unrecognised fundedscheme surpluses at 31 December (16) (16) (28) – –– (16) (16) (28) The principal actuarial assumptions (weighted to reflect individual scheme differences) used in the following territories are shown below. In both years, discount rates are determined by reference to normal yields on high quality corporate bonds at the balance sheet date. 2021 2020 U.S. UK Germany Canada Netherlands Switzerland U.S. UK Germany Canada Netherlands Switzerland Rate of increase in salaries (%) 3.4 – 2.52.5 1.41.2 3.4 – 2.5 3.0 2.11.1 Rate of increase in pensions in payment(%) 2.5 3.4 1.8 Nil 1.1 Nil 2.5 3.0 1.5 Nil 0.9 Nil Rate of increase in deferred pensions (%) 0.1 3.0 1.8 Nil 1.1 – – 2.2 1.5 Nil 0.9 – Discount rate (%) 3.0 1.81.3 2.8 1.0 0.2 2.6 1.4 0.9 2.3 0.5 – General inflation (%) 2.5 3.4 1.8 2.02.01.0 2.5 3.0 1.5 2.02.00.9 2021 2020 U.S. UK Germany Canada Netherlands Switzerland U.S. UK Germany Canada Netherlands Switzerland Weightedaverage duration of liabilities (years) 12.3 16.713.6 11.0 17.1 13.3 11.6 17.0 14.0 11.0 18.0 13.4 ![]() BAT Annual Report and Form 20-F 2021 220 #### Financial Statements #### Notes on Accounts #### Continued #### 15 Retirement Benefit Schemes Continued For healthcare inflation in the U.S., the assumption is 7.0% for 2021 (2020: 6.0%) and in Canada, the assumption is 5.0% for both years. Mortality assumptions are subject to regular review. The principal schemes used the following tables: U.S. PRI-2012mortality tables without collar oramount, projected with MP-2021 generationalprojection (2020: PRI-2012 mortality tables without collaror amount,projected withMP-2020 generational projection) UK S2PA (YOB) with the CMI (2020) improvement model with a 1.25% long-term improvement rate (2020: S2PA (YOB) with the CMI (2019) improvement model with a 1.25% long-term improvement rate) Germany RT Heubeck 2018 G (both years) Canada CPM-2014 Private Table (both years) Netherlands AG Prognosetafel 2020 (both years) Switzerland LPP/BVG 2020 base table with CMI projection factors for mortality improvements with a 1.5% long-term improvement rate (2020: LPP/BVG 2015 base table with CMI projection factors for mortality improvements with a 1.5%long-term improvement rate) Based on the above, the weighted average life expectancy, in years, for mortality tables used to determine benefit obligations is as follows: U.S. UK Germany Canada Netherlands Switzerland Male Female Male Female Male Female Male Female Male Female Male Female 31 December 2021 Member age 65 (current life expectancy) 21.6 23.5 22.9 24.2 20.5 23.9 22.0 24.3 20.7 24.1 21.9 23.6 Member age 45 (life expectancy at age 65) 22.1 24.0 24.5 25.9 23.2 26.2 23.0 25.3 22.8 25.8 23.8 25.5 31 December 2020 Member age 65 (current life expectancy) 20.4 22.422.8 24.1 18.3 23.8 21.6 24.0 20.6 24.0 21.923.9 Member age 45 (life expectancy at age 65) 21.9 23.8 24.5 25.9 23.1 26.0 22.6 24.9 22.7 25.7 23.8 25.8 For the remaining territories, typical assumptions are that real salary increases will be from 0% to 8.0% (2020: 0% to 9.0%) per annum and discount rates will be from 0% to 11.0% (2020: 0% to 12.0%) above inflation. Pension increases, where allowed for, are generally assumed to be in line with inflation. Assumptions of life expectancy are in line with best practice in each territory. For countries where there is not a deep market in such corporate bonds, the yield on government bonds is used. The valuation of retirement benefit schemes involves judgements about uncertain future events. Sensitivities in respect of the key assumptions used to measure the principal pension schemes as at 31 December 2021 are set out below. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation, with the exception of the sensitivity to inflation which incorporates the impact of certain correlating assumptions such as salary increases. While each of these sensitivities holds all other assumptions constant, inpractice such assumptions rarely change in isolation, while asset values also change, and the impacts may offset to some extent. 1 year increase £m 1 year decrease £m 0.25 percentage point increase £m 0.25 percentage point decrease £m Averagelife expectancy –increase/(decrease) ofscheme liabilities 271 (267) Rate of inflation – increase/(decrease) of scheme liabilities 182 (175) Discount rate – (decrease)/increase of scheme liabilities (327) 346 A one percentage point increase in healthcare inflation would increase healthcare scheme liabilities by £33 million, and a one percentage point decrease would decrease liabilities by £25 million. The income statement effect of this change in assumption is not material. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 221 #### 16 Deferred Tax Net deferred tax (liabilities)/assets comprise: Stock relief £m Excessof capital allowances over depreciation £m Tax losses £m Undistributed earnings of associates and subsidiaries £m Retirement benefits £m Trademarks £m Other temporary differences £m Total £m 1 January 2021 (13) (189) 58 (231) 246 (16,784) 1,133 (15,780) Differences onexchange (3) 5 (3) 2 (4) (149) 4 (148) Credited/(charged)tothe income statement 12 (16) 34 8 (22) 63 (50) 29 Credited/(charged)relatingto changes in tax rates – 49 5– (3) 91 16 158 Chargedto other comprehensive income –––– (78) – (32) (110) 31 December 2021 (4) (151) 94 (221) 139 (16,779) 1,071 (15,851) 1 January 2020 (45) (208) 79 (318) 279 (17,408) 995 (16,626) Differences onexchange 4 13 (3) 8– 528 (44) 506 Credited/(charged)tothe income statement 28 (6) (21) (18) (12) 75 138 184 Credited relating to changes in tax rates – 12 3 97 – 21 – 133 (Charged)/credited toother comprehensive income –––– (21) – 44 23 31 December 2020 (13) (189) 58 (231) 246 (16,784) 1,133 (15,780) The net deferred tax liabilities are reflected in the Group balance sheet as follows: deferred tax asset of £611 million and deferred tax liability of £16,462 million (2020: deferred tax asset of £534 million and deferred tax liability of £16,314 million), after offsetting assets and liabilities where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred income taxes relate tothe same fiscal authority. At the balance sheet date, the Group has not recognised a deferred tax asset in respect of unused tax losses of £342 million (2020: £342 million) which have no expiry date and unused tax losses of £452 million (2020: £458 million) which will expire within the next 20 years. In 2021 and 2020 the Group has not recognised any deferred tax asset in respect of deductible temporary differences which have no expiry date and has not recognised £148 million (2020: £173 million) in respect of deductible temporary differences which will expire within the next 10years. At the balance sheet date, the Group has unused tax credits of £80 million (2020: £80 million) which have no expiry date. No amount of deferred tax has been recognised in respect of these unused tax credits. At the balance sheet date, the aggregate amount of undistributed earnings of subsidiaries which would be subject to dividend withholding tax and for which no withholding tax liability has been recognised was £0.9 billion (2020: £0.6 billion). ![]() BAT Annual Report and Form 20-F 2021 222 #### Financial Statements #### Notes on Accounts #### Continued #### 17 Trade and Other Receivables 2021 £m 2020 £m Trade receivables 2,998 2,763 Loans andother receivables 755 696 Prepayments and accrued income 408 504 4,161 3,963 Current 3,951 3,721 Non-current 210 242 4,161 3,963 The majority of receivables are held in order to collect contractual cash flows, in accordance with the Group’s business model for managing financial assets, and hence are measured at amortised cost. In certain countries, however, the Group has entered into factoring arrangements and periodically sells certain tradereceivables tobanks and other financial institutions, without recourse, for cash. These trade receivables have been derecognised from the statement of financial position to reflect the transfer by the Group of substantially all of the risks and rewards of the receivables, including credit risk. Consequently, the cash inflows have been recognised within operating cash flows. Typically in these arrangements, the Group also acts as a collection agent for the bank. At 31 December 2021, the value of trade receivables derecognised through the factoring arrangementswhere the Groupacts as a collection agentwas £562 million (2020: £600 million) and where the Group does not act as a collection agent was £8 million (2020: £25 million). Included in trade receivables above is £110 million (2020: £205 million) of trade debtor balances which were available for factoring under these arrangements. Inaddition, the Groupparticipatesin certain supply chainfinance programmes utilised byour customersallowing usto receive payment for invoices earlier than the agreed due date at a discounted value. At 31 December 2021, the value of trade receivables derecognised through these arrangements was £171 million (2020: £131 million). Included in loans and other receivables are £84 million of litigation related deposits (2020: £78 million). Management has determined that these payments represent a resource controlled by the entity, as a result of past events and from which future economic benefits are expected to flow to the entity either by being recoverable on conclusion of ongoing appeal processes or by reducing amounts potentially payable should the appeal process fail.These deposits areheld at the fair value ofconsideration transferred less impairment, if applicable. The effect of discounting would beimmaterial. Also included in loans and other receivables are deposits that do not meet the definition of cash and cash equivalents as well as loans provided to farmers. The cash flows arising from these transactions are included in investing activities and have been reconciled to the cash flow statement in note 18. Prepayments and accrued income include £24 million (2020: £8 million) of accrued income primarily in relation to rebates. Amounts receivable from related parties including associated undertakings are shown in note 30. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 223 #### 17 Trade and Other Receivables Continued Trade and other receivables have been reported in the balance sheet net of allowances as follows: 2021 £m 2020 £m Trade receivables – gross 3,035 2,804 Trade receivables – allowance (37) (41) Loans and other receivables – gross 755 696 Loans andother receivables – allowance – – Prepayments and accrued income 408 504 Net trade andother receivables perbalance sheet 4,161 3,963 The movements in the allowance account are as follows: 2021 2020 Trade receivables £m Loans and other receivables £m Total £m Trade receivables £m Loans and other receivables £m Total £m 1 January 41 – 41 27 10 37 Differences onexchange (2) – (2) (2) – (2) Provided in the year 7–7 31 – 31 Released (9) – (9) (15) (10) (25) 31 December 37 – 37 41 – 41 As permitted by IFRS 9, the loss allowance on trade receivables arising from the recognition of revenue under IFRS 15 is initially measured at an amount equal to lifetime expected losses. Allowances in respect of loans and other receivables are initially recognised at an amount equal to 12-month expected credit losses. Allowances are measured at an amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after initial recognition. The Group holds bank guarantees, other guarantees and credit insurance in respect of some of the past due debtor balances. Trade and other receivables arepredominantly denominated in the functional currencies ofsubsidiary undertakings apart fromthe following: U.S. dollar: 2.2% (2020: 2.6%), UK sterling: 0.1% (2020: 0.1%), Euro: 3.6% (2020: 0.4%) and other currencies: 0.9% (2020: 1.7%). There is no material difference between the above amounts for trade and other receivables and their fair value due to the short-term duration of the majority of trade and other receivables as determined using discounted cash flow analysis. There is no concentration of credit risk with respect to trade receivables as the Group has a large number of internationally dispersed customers. ![]() BAT Annual Report and Form 20-F 2021 224 #### Financial Statements #### Notes on Accounts #### Continued #### 18 Investments Held at Fair Value 2021 2020 Fair value through P&L Fair value through OCI Total £m Fair value through P&L Fair value throughOCI Total £m 1 January 255 9 264 127 8 135 Differenceon exchange 314 (23) – (23) Additions 327 18 345 247 1 248 Disposals (98) – (98) (111) – (111) Provisions (24) – (24) ––– Fair value movements 69 15 15 – 15 31 December 469 37 506 255 9 264 Current 456 – 456 242 – 242 Non-current 13 37 50 13 9 22 469 37 506 255 9 264 The Group’s investments principally consist of non-derivative financial assets that cannot be classified as loans and other receivables orcash and cash equivalents, as well as investments made by the Group’s corporate venture capital unit, Btomorrow Ventures. Investments held at fair value through profit and loss principally consist of government securities, indexed deposits, treasury bills or other treasury products with maturities of more than three months which, if held for less than 12 months, form part of the Group’s definition of netdebt. Investments held atfair value through other comprehensiveincome (OCI) includeequity investmentsin variousstart-up businesses which are held for their strategic value. Investments held at fair value through profit and loss above include restricted amounts of £351 million (2020: £115 million) due to investments held by subsidiaries in CCAA protection (note 32), as well as £61 million (2020: £97 million) subject to potential exchange control restrictions. In 2021, as part of the disposal of the Group’s operations in Iran (note 27(d)), a provision of £24 million (2020: £nil) against non-current investments held at fair value was charged to net finance costs as recoverability of these funds is not certain. Investments held at fair value are predominantly denominated in the functional currencies of subsidiary undertakings with less than 4% inother currencies (2020: less than 2% in other currencies). The classification of these investments under the IFRS 13 Fair value measurement fair value hierarchy is given in note 26. There isno material difference between theinvestmentsheld at fairvalue and theirgross contractual values. Below is a reconciliation of the fair value investments cash flows to the cash flow statement – investing activities: 2021 £m 2020 £m Cash outflow from investments held at fair value 345 248 Cash outflow from loans and other receivables 24 95 Cash outflows from investments per cash flow statement 369 343 Cash inflow from investments held at fair value (98) (111) Cash inflow from loans and other receivables (43) (73) Cash inflows from investments per cash flow statement (141) (184) ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 225 #### 19 Derivative Financial Instruments The fair values of derivatives are determined based on market data (primarily yield curves, implied volatilities and exchange rates) to calculate the present value of all estimated flows associated with each derivative at the balance sheet date. In the absence of sufficient market data, fair values would be based on the quoted market price of similar derivatives. The classification of these derivative assets andliabilities under the IFRS13 fair value hierarchy is given in note 26. 2021 2020 Assets £m Liabilities £m Assets £m Liabilities £m Fair value hedges – interest rate swaps 52 20 – – cross-currency swaps 114 – 255 – Cash flowhedges – cross-currency swaps 107 35 189 – – forward foreigncurrency contracts 81 35 62 100 Netinvestmenthedges – forward foreigncurrency contracts 62 81 211 43 Held-for-trading\* – interest rate swaps 28 34 45 53 – forward foreigncurrency contracts 28 127 15 123 Total 425 314 797 319 Current 182 235 430 278 Non-current 24379 367 41 425 314 797 319 Derivatives – in respect of net debt\*\* 273 182 518 172 – other 152 132 279 147 425 314 797 319 \*Derivatives which do not meet the tests for hedge accounting under IFRS 9 or which are not designated as hedging instruments are referred to as ‘held-for-trading’. These derivatives principally consist of interest rate swaps and forward foreign currency contracts which have not been designated as hedges due to their value changes offsetting with other components of net finance costs relating to financial assets and financial liabilities. The Group does not use derivatives for speculative purposes. All derivatives are undertaken for risk management purposes. \*\*Derivatives in respect of net debt are in a net asset position of £91 million as at 31 December 2021 (2020: net asset position of £346 million). The Group’s net debt is presented in note 23. For cash flow hedges, the timing of expected cash flows is as follows: assets of £188 million (2020: £251 million) of which £78 million (2020: £98 million) is expected within one year and £107 million (2020: £143 million) beyond five years and liabilities of £70 million (2020: £100 million) of which £33 million (2020: £94 million) is expected within one year and £nil (2020: £nil) beyond five years. The Group’s cash flow hedges are principally in respect of sales or purchases of inventory and certain debt instruments. A certain number of forward foreign currency contracts were used to manage the currency profile of external borrowings and are reflected in the currency table in note 23. Interest rate swaps have been used to manage the interest rate profile of external borrowings and are reflected in the re-pricing table in note 23. ![]() BAT Annual Report and Form 20-F 2021 226 #### Financial Statements #### Notes on Accounts #### Continued #### 19 Derivative Financial Instruments Continued The tables below set out the maturities of the Group’s derivative financial instruments on an undiscounted contractual basis, based on spot rates. The maturity dates of all gross-settled derivative financial instruments are as follows: 2021 2020 Assets Liabilities Assets Liabilities Inflow £m Outflow £m Inflow £m Outflow £m Inflow £m Outflow £m Inflow £m Outflow £m Within one year – forward foreigncurrency contracts 5,743 (4,727) 12,407 (12,096) 7,345 (6,567) 10,661 (10,185) – cross-currency swaps 14 (22) 17 (36) 1,756 (1,655) –– Between one and two years – forward foreigncurrency contracts 807 (779) 143 (113) 522 (498) 285 (266) – cross-currency swaps 705 (592) 665 (689) 33 (54) –– Between two and three years – cross-currency swaps 9 (15) 10 (15) 1,446 (1,261) –– Between threeand four years – cross-currency swaps 9 (15) 460 (445) 19 (29) –– Between four and five years – cross-currency swaps 9 (15) –– 469 (451) –– Beyond five years – cross-currency swaps 726 (579) –– 767 (594) –– 8,022 (6,744) 13,702 (13,394) 12,357 (11,109) 10,946 (10,451) The maturity dates of net-settled derivative financial instruments, which primarily relate to interest rate swaps, are as follows: 2021 2020 Assets Inflow/ (outflow) £m Liabilities Outflow/ (inflow) £m Assets Inflow/ (outflow) £m Liabilities Outflow/ (inflow) £m Within one year 127 225 296 263 Between one and two years 25 19 26 21 Between two and three years 23 11 16 18 Between threeand four years (2) 11 –– Between four and five years – 12 –– Beyond five years – (17) –– 173 261 338 302 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 227 #### 19 Derivative Financial Instruments Continued The items designated as hedging instruments are as follows: 2021 2020 Nominal amount of hedging instrument £m Changes in fair value usedfor calculating hedge ineffectiveness £m Nominal amount of hedging instrument £m Changes in fair value used for calculating hedge ineffectiveness £m Interest raterisk exposure: Fair value hedges – interest rate swaps 4,413 (35) 757 (5) – cross-currency swaps 672 (52) 1,428 66 Cash flowhedges – cross-currency swaps 1,751 69 2,822 (155) Foreigncurrencyrisk exposure: Cash flowhedges – forward foreigncurrency contracts 3,573 49 3,279 (36) Net investment hedges (derivative related) – forward foreigncurrency contracts 6,120 (27) 5,922 156 Net investment hedges (non-derivative related) –debt (carrying value) in borrowings designated as net investment hedges of net assets 368 (24) 392 21 #### 20 Inventories 2021 £m 2020 £m Raw materials andconsumables 2,100 2,362 Finished goods and work in progress 3,046 3,549 Goods purchased for resale 133 87 5,279 5,998 Inventories pledged as security for liabilities amount to £nil (2020: £2 million). Write-offs taken to other operating expenses in the Group income statement were £215 million (2020: £309 million; 2019: £255 million). In 2020, this included £24 million in relation to the restructuring in Indonesia (refer to note 7) and £47 million as a result of the decision to withdraw glo Sens from Japan. Goods purchased for resale include Group brands producedunder third-party contract manufacturing arrangements. ![]() BAT Annual Report and Form 20-F 2021 228 #### Financial Statements #### Notes on Accounts #### Continued #### 21 Cash and Cash Equivalents 2021 £m 2020 £m Cash and bank balances 2,529 2,940 Cash equivalents 280 199 2,809 3,139 The carrying value of cash and cash equivalentsapproximates their fair value. Cash and cash equivalents are denominated in the functional currency of the subsidiary undertaking or other currencies as shown below: 2021 £m 2020 £m Functional currency 2,422 2,597 U.S. dollar 170 197 Euro 92 170 Other currencies 125 175 2,809 3,139 In the Group cash flow statement, net cash and cash equivalents are shown after deducting bank overdrafts and accrued interest where applicable, as follows: 2021 £m 2020 £m Cash and cash equivalents as above 2,809 3,139 Less overdrafts and accrued interest (346) (251) Net cash and cash equivalents 2,463 2,888 Cash and cash equivalents also include £42 million (2020: £48 million) of cash that is held as a hedging instrument. Restricted cash Cash and cash equivalents include restricted amounts of £1,024 million (2020: £878 million) due to subsidiaries in CCAA protection (note 32), as well as £305 million (2020: £455 million) principally due to exchange control restrictions, including amounts of £92 million (2020: £141 million) where the underlying restrictions are expected to be short-term in nature. #### 22 Capital and Reserves (a) Sharecapital Ordinary shares of 25p each Number ofshares £m Allotted and fully paid 1 January 2021 2,456,591,597 614.14 Changesduringthe year – share option schemes 26,191 0.01 31 December 2021 2,456,617,788 614.15 Allotted and fully paid 1 January 2020 2,456,520,738 614.12 Changesduringthe year – share option schemes 70,859 0.02 31 December 2020 2,456,591,597 614.14 Allotted and fully paid 1 January 2019 2,456,415,884 614.09 Changesduringthe year – share option schemes 104,8540.03 31 December 2019 2,456,520,738 614.12 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 229 #### 22 Capital and Reserves Continued Share capital The Company’s ordinary shares are fully paid and no further contribution of capital may be required by the Company from the shareholders.All ordinary shares rank equally with regard to participation in dividends and to share in the proceeds of the Company’s residual assets upon a winding up of the Company. Shareholders may, by ordinary resolution, declare final dividends, but not in excess ofthe amount recommended by the Directors. Holders of ordinary shares have no pre-emptive rights. On a show of hands every shareholder who is present in person at a general meeting is entitled to one vote regardless of the number of shares held by the shareholder, unless a poll is demanded. On a poll, every shareholder who is present in person or by proxy has one vote for every shareheld by the shareholder. The Company’s Annual General Meeting voting isundertaken byway of apoll. All rights attached to the Company’s shares held by the Group as treasury shares are suspended until those shares are reissued. (b) Share premiumaccount, capital redemption reserves andmerger reserves comprise: Share premium account £m Capital redemption reserves £m Merger reserves £m Total £m 31 December 2021 107 101 26,414 26,622 31 December 2020 103101 26,414 26,618 31 December 2019 94 101 26,414 26,609 Share premium account The sharepremium account includesthe difference between thevalue of shares issued andtheir nominalvalue. The sharepremium increase includes £nil (2020: £2 million; 2019: £3 million) in respect of ordinary shares issued under the Company’s share option schemes. A further £4 million (2020: £7 million; 2019: £nil) increase in share premium is related to shares repurchased and not cancelled that have been transferred from the Company to other Group undertakings, to be granted to certain employees on vesting of awards, and represents the excess of transfer price of the share over the original weighted average cost of shares. Capital redemptionaccount On the purchase of own shares as part of the share buy-back programme for shares which are cancelled, a transfer is made from retained earnings to the capital redemption reserve equivalent to the nominal value of shares purchased. Purchased shares which are not cancelled are classified as treasury shares and presented as a deduction from total equity. Merger reserveaccount The mergerreserve comprises: a.In 1999, shares were issued for the acquisition of the Rothmans International B.V. Group and the difference between the fair value of shares issued and their nominal value of £3,748 million was credited to merger reserves; and b.On 25 July 2017, the Group announced the completion of the acquisition of the remaining 57.8% of RAI not already owned by the Group. Shares were issued for the acquisition and the difference between the fair value of shares issued and their nominal value of £22,666 million was credited to merger reserves. ![]() BAT Annual Report and Form 20-F 2021 230 #### Financial Statements #### Notes on Accounts #### Continued #### 22 Capital and Reserves Continued (c) Equity attributed to owners of the parent – movements in other reserves and retained earnings (which are after deducting treasury shares)comprise: Retained earnings Translation reserve (i) £m Hedging reserve (ii) £m Fair value reserve (iii) £m Revaluation reserve (iv) £m Other (v) £m Total other reserves £m Treasury shares (vi) £m Other £m 1 January 2021 (6,830) (504) (18) 179 573 (6,600) (5,150) 47,191 Comprehensive incomeand expense Profit for the year ––––––– 6,801 Foreign currency translationand hedges of net investments in foreign operations –differences on exchange from translation of foreign operations 31 –––– 31 –– –reclassified and reported in profit for the year 291 –––– 291 –– –net investment hedges – net fair value gains on derivatives 75 –––– 75 –– –net investment hedges – differences on exchange on borrowings 24 –––– 24 –– Cash flowhedges – net fair value gains – 95 ––– 95 –– –reclassified and reported in profit for the year – 32 ––– 32 –– –tax on net fair value gains in respect of cash flow hedges (note 10(f)) – (32) ––– (32) –– Investments held at fair value – net fair value gains ––9––9–– Associates – share of OCI, net of tax (note 9) (18) 1––– (17) –– Retirement benefitschemes – net actuarial gains (note 15) ––––––– 382 – surplus recognition (note 15) ––––––– (1) –tax on actuarial gains in respect of subsidiaries (note 10(f)) ––––––– (82) Associates – share of OCI, net of tax (note 9) –– 15 –– 15 – (1) Other changes in equity Cash flowhedges reclassified and reported in total assets – 45 ––– 45 –– Employee share options – value of employee services ––––––– 76 –treasury shares used for share option schemes –––––– 13 (17) Dividends and otherappropriations – ordinary shares ––––––– (4,904) Purchase of own shares – held in employee share ownership trusts –––––– (82) – Perpetual hybridbonds – coupons paid ––––––– (6) – tax on coupons paid –––––––1 Non-controlling interests – acquisitions (note27(b)) ––––––– (5) Other movements –––––– 97(101) 31 December 2021 (6,427) (363) 6 179 573 (6,032) (5,122) 49,334 ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 231 #### 22 Capital and Reserves Continued Retained earnings Translation reserve (i) £m Hedging reserve (ii) £m Fair value reserve (iii) £m Revaluation reserve (iv) £m Other (v) £m Total other reserves £m Treasury shares (vi) £m Other £m 1 January 2020 (3,974) (346) 13 179 573 (3,555) (5,261) 45,495 Comprehensive incomeand expense Profit for the year ––––––– 6,400 Foreign currency translationand hedges of net investments in foreign operations –differences on exchange from translation of foreign operations (2,582) –––– (2,582) –– –net investment hedges – net fair value losses on derivatives (16) –––– (16) –– –net investment hedges – differences on exchange on borrowings (163) –––– (163) –– Cash flowhedges – net fair value losses – (256) ––– (256) –– –reclassified and reported in profit for the year – 90 ––– 90 –– –tax on net fair value losses in respect of cash flow hedges (note 10(f)) – 44 ––– 44 –– Associates – share of OCI, net of tax (note 9) (95) (3) ––– (98) –– Retirement benefitschemes – net actuarial gains (note 15) ––––––– 105 – surplus recognition (note 15) ––––––– 10 –tax on actuarial gains in respect of subsidiaries (note 10(f)) ––––––– (26) Associates – share of OCI, net of tax (note 9) –– (31) –– (31) – (3) Other changes in equity Cash flowhedges reclassified and reported in total assets – (33) ––– (33) –– Employee share options – value of employee services ––––––– 88 –treasury shares used for share option schemes ––––––9 (16) Dividends and otherappropriations – ordinary shares ––––––– (4,747) Purchase of own shares – held in employee share ownership trusts –––––– (17) – Other movements –––––– 119(115) 31 December 2020 (6,830) (504) (18) 179 573 (6,600) (5,150) 47,191 ![]() BAT Annual Report and Form 20-F 2021 232 #### Financial Statements #### Notes on Accounts #### Continued #### 22 Capital and Reserves Continued Retained earnings Translation reserve (i) £m Hedging reserve (ii) £m Fair value reserve (iii) £m Revaluation reserve (iv) £m Other (v) £m Total other reserves £m Treasury shares (vi) £m Other £m 1 January 2019 (914) (177) 6 179 573 (333) (5,242) 43,799 Comprehensive incomeand expense Profit for the year ––––––– 5,704 Foreign currency translationand hedges of net investments in foreign operations –differences on exchange from translation of foreign operations (2,948) –––– (2,948) –– –net investment hedges – net fair value gains on derivatives 21 –––– 21 –– –net investment hedges – differences on exchange on borrowings (18) –––– (18) –– Cash flowhedges – net fair value losses – (246) ––– (246) –– –reclassified and reported in profit for the year – 53 ––– 53 –– –tax on net fair value losses in respect of cash flow hedges (note 10(f)) – 56 ––– 56 –– Associates – share of OCI, net of tax (note 9) (115) –––– (115) –– Retirement benefitschemes – net actuarial losses (note 15) ––––––– (582) – surplus recognition (note 15) ––––––– (7) –tax on actuarial losses in respect of subsidiaries (note 10(f)) ––––––– 75 Associates – share of OCI, net of tax (note 9) ––7––7–– Other changes in equity Cash flowhedges reclassified and reported in total assets – (32) ––– (32) –– Employee share options – value of employee services ––––––– 115 Dividends and otherappropriations – ordinary shares ––––––– (3,476) Purchase of own shares – held in employee share ownership trusts –––––– (117) – Other movements –––––– 98 (133) 31 December 2019 (3,974) (346) 13 179 573 (3,555) (5,261) 45,495 i. Translationreserve: The translation reserve is explained in the accounting policy on foreign currencies in note 1. In 2021, included within the differences on exchange from translation of foreign operations is £291 million which has been reclassified from reserves to the income statement and recognised in other operating expenses as an adjusting item. The £291 million comprises £272 million in respect of the disposal of BAT Pars (note 27(d)) and £19 million from the Group exiting certain countries. As a result of Quantum initiatives, the Group has withdrawn its operations from Myanmar and, in certain countries, the Group has moved to above market business models utilising local distributors as importers. As a consequence, with the cessation of a physical presence in these markets, foreign exchange previously recognised in other comprehensive income for these countries has been reclassified to the income statement. As detailed in note 14, as a result of the liquidation of Tisak d.d., the Group reclassified to the income statement the foreign exchange previously recognised in associates other comprehensive income. This resulted in a credit of £2 million to the income statement. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 233 #### 22 Capital and Reserves Continued ii. Hedging reserve: The hedging reserve is explained in the accounting policy on financial instruments in note 1. Of the amounts reclassified from the hedging reserve and reported in profit for the year, a loss of £29 million (2020: £16 million gain; 2019: £12 million gain) and a gain of £6 million (2020: £19 million gain; 2019: £3 million gain) were reported within revenue and raw materials and consumables, respectively, together with a loss of £4 million (2020: £2million loss; 2019: £11 million gain) reported in other operating expenses, and a gain of £59 million (2020: £57 million gain; 2019: £27 million gain) reported within net finance costs. The Group hedges certain foreign currency denominated borrowings with cross-currency interest rate swaps. As permitted by IFRS 9 Financial Instruments , the foreign currency basis spreads have been separated from the hedging instrument and are recognised in reserves as a ‘cost of hedging’ and are reclassified to the income statement in the same period in which profit and loss is affected by the hedged expected cashflows as a component of the associated interest expense. The basis spreads are disclosed within hedging reserves as they are not material. Included within the balance of hedging reserves at 31 December 2021 is an accumulated gain of £4 million (2020: £9 million; 2019: £14 million) in respect of the cost of hedging. iii. Fairvalue reserve: The fair value reserve is explained in the accounting policy on financial instruments in note 1. Fair value gains and losses arising from investments held at fair value through other comprehensive income are recognised in this reserve. iv. Revaluation reserve: The revaluation reserve relates to the acquisition of the cigarette and snus business of ST in 2008. v. Other reserves: Other reserves comprise: (a)£483 million which arose in 1998 from merger accounting in a Scheme of Arrangement and Reconstruction whereby British American Tobacco p.l.c. acquired the entire sharecapital of B.A.T Industries p.l.c. and theshare capital of thatcompany’sprincipal financial services subsidiarieswas distributed, so effectively demerging them; and (b)In the 1999Rothmanstransaction, convertibleredeemable preference shareswere issued aspart ofthe consideration. The discount on these shares was amortised by crediting other reserves and charging retained earnings. The £90 million balance in other reserves comprises the accumulated balance in respect of the preference shares converted during 2004. vi. Treasury shares: Total equity attributable to owners of the parent is stated after deducting the cost of treasury shares which include £4,823 million (2020: £4,836 million; 2019: £4,845 million) for shares repurchased and not cancelled and £299 million (2020: £314 million; 2019: £416 million) in respect of the cost of own shares held in employee share ownership trusts. The reduction in the shares repurchased and not cancelled is primarily due to shares reissued to satisfy the vesting of U.S. share options. The previous share buy-back programme was suspended from 30 July 2014. As at 31 December 2021, treasury shares include 6,269,959 (2020: 6,053,158; 2019: 8,275,677) shares held in trust and 161,930,217 (2020: 162,347,246; 2019: 162,645,590) shares repurchased and not cancelled as part of the Company’s share buy-back programme. From March 2020, the Company has utilised shares acquired in the share buy-back programme to satisfy shared-based payment awards made to certain employees. On 10 February 2022, the Board approved a proposed £2 billion share repurchase programme for 2022. (d) Perpetual hybrid bonds On 27 September 2021, the Group issued two €1 billion perpetual hybrid bonds amounting to £1,703 million, which have been classified as equity. Issuance costs of these bonds, amounting to €26 million (£22 million), have been recognised within equity. These bonds include redemption options exercisable at the Group’s discretion from September 2026 to December 2026 (the 3% perpetual hybrid bond) and June 2029 to September 2029 (the 3.75% perpetual hybrid bond), on specified dates thereafter, or in the event of specific circumstances (such as a change in IFRS or tax regime) as set out in the individual terms of each issue. The coupons associated with these perpetual hybrid bonds are fixed at 3% until 2026 and 3.75% until 2029, respectively, and would reset to rates determined by the contractual terms of each instrument on certain dates thereafter. The bonds are perpetual in nature and do not have maturity dates for the repayment of principal. The contractual terms of the perpetual hybrid bonds allow the Group to defer coupon payments, however certain contingent eventscould trigger mandatory payments ofsuch deferred coupons, includingthe paymentof dividends on and the repurchase of ordinary shares, subject to certain exceptions in each case. The full terms and conditions of such events can be found in the prospectus dated 27 September 2021 which is available under the debt facilities section of the Group’s debt microsite (bat.com/debt). As the Group has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in the consolidated financial statements. During the year, the Group did not defer any eligible coupon payments and in December 2021 paid a coupon of £6 million on the 3% December 2026 bond which has been recognised within equity. The fair value of these bonds at 31 December 2021 is £1,651 million. (e) Non-controlling interests Movements in non-controlling interests primarily relate to profit for the year and dividends (reported as a movement in retained earnings) and differences on exchange arising from the translation into sterling (reported as a movement in other reserves). Information on subsidiaries with material non-controlling interests is provided in note 32. ![]() BAT Annual Report and Form 20-F 2021 234 #### Financial Statements #### Notes on Accounts #### Continued #### 22 Capital and Reserves Continued (f) Dividends andother appropriations The interim quarterly dividend payment for the year ended 31 December 2020 of 215.6p per ordinary share (31 December 2019: 210.4p per ordinary share) was payable in four equal instalments: amounts payable in May 2021 of £1,241 million (May 2020: £1,185 million), August 2021 of £1,228 million (August 2020: £1,195 million), November 2021 of £1,232 million (November 2020: £1,206 million) and £1,236 million in February 2022 (February 2021: £1,203 million) respectively. The total dividends recognised as an appropriation from reserves in 2021 was £4,904 million (2020: £4,747 million). The Board has declared an interim dividend of 217.8p per ordinary share of 25p, for the year ended 31 December 2021, payable in four equal quarterly instalments of 54.45p per ordinary share in May 2022, August 2022, November 2022 and February 2023. These payments will be recognised as appropriations from reserves in 2022 and 2023. The total amount payable is estimated to be £5,003 million based on the number of shares outstanding at the date of these accounts. #### 23 Borrowings Currency Maturity dates Interest rates 2021 £m 2020 £m Eurobonds Euro 2022 to 2045 0.9% to 3.1% 7,316 8,875 Euro\* – 984 UK sterling 2022 to 2055 2.1% to 7.3% 4,086 4,590 Swiss franc 2026 1.4% 203 540 Bonds issued pursuant to Rules under the U.S.Securities Act (as amended) U.S. dollar 2022to 2050 1.7% to 8.1% 25,625 25,461 U.S. dollar 2022 USD 3m LIBOR + 88bps 554 548 Bonds andnotes 37,784 40,998 Commercialpaper 269 – Other loans 500 1,929 Bank loans 313 317 Bank overdrafts 346 249 Lease liabilities 446 475 39,658 43,968 \* As at 31 December 2021, there were no outstanding floating Eurobonds in euro currency (2020: £984 million, 3M EURIBOR + 50bps). Perpetual hybrid bonds issued by the Group have been classified as equity (note 22(d)) and therefore excluded from borrowings. Other loans comprise £500 million (2020: £nil) relating to a bilateral facility and £nil (2020: £1,929 million) relating to a term loan. Commercial paper is issued at competitive rates to meet short-term borrowing requirements as and when needed. Current borrowings per the balance sheet include interest payable of £460 million at 31 December 2021 (2020: £499 million). Included within borrowings are £9,197 million (2020: £5,356 million) of borrowings subject to fair value hedges where their amortised cost has been increased by £101 million (2020: £173 million). The fair value of borrowings is estimated to be £40,557 million (2020: £47,029 million) of which £38,683 million (2020: £44,059 million) has been calculated using quoted market prices and is within level 1 of the fair value hierarchy and £1,874 million (2020: £2,970 million) has been calculated based on discounted cash flow analysis and is within level 3 of the fair value hierarchy. Amounts secured on Group assets including property, plant and equipment, inventory and receivables as at 31 December 2021 are £10 million (2020: £21 million). The majority of lease liabilities are also secured against the associated assets. Borrowings are repayable as follows: Perbalance sheet Contractual gross maturities 2021 £m 2020 £m 2021 £m 2020 £m Within one year 3,992 4,041 4,860 4,901 Between one and two years 2,484 4,049 3,740 5,355 Between two and three years 3,853 2,587 5,092 3,829 Between threeand four years 4,090 3,854 5,034 5,095 Between four and five years 2,739 4,108 3,675 5,025 Beyond five years 22,500 25,329 32,203 35,848 39,658 43,968 54,604 60,053 The contractual gross maturities in each year include the borrowings maturing in that year together with forecast interest payments on all borrowings which are outstanding for all or part of that year. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 235 #### 23 Borrowings Continued Borrowings are denominated in the functional currency of the subsidiary undertaking or other currencies as shown below: Functional currency £m U.S. dollar £m UK sterling £m Euro £m Other currencies £m Total £m 31 December 2021 Total borrowings 30,363 2,837 453 5,775 230 39,658 Effect ofderivative financialinstruments – cross-currency swaps 2,219 – (450) (1,973) – (204) – forward foreigncurrency contracts (24) (464) – 58 432 2 32,558 2,373 3 3,860 66239,456 31 December 2020 Total borrowings 32,000 2,700 452 8,221 595 43,968 Effect ofderivative financialinstruments – cross-currency swaps 3,795 – (450) (3,536)(265) (456) – forward foreigncurrency contracts 593 (460) – (520) 394 7 36,388 2,240 2 4,165 724 43,519 The exposure to interest rate changes when borrowings are re-priced is as follows: Within 1 year £m Between 1-2 years £m Between 2-3years £m Between 3-4 years £m Between 4-5 years £m Beyond 5 years £m Total £m 31 December 2021 Total borrowings 3,999 2,477 3,853 4,090 2,739 22,50039,658 Effect ofderivative financialinstruments – interest rate swaps 4,192 – (500) (1,107) – (2,585) – – cross-currency swaps 566 (652) – (19) – (99) (204) 8,757 1,825 3,3532,9642,739 19,816 39,454 31 December 2020 Total borrowings 6,519 1,568 2,594 3,855 4,108 25,324 43,968 Effect ofderivative financialinstruments – interest rate swaps 219 (219) ––––– – cross-currency swaps 454 – (744) – (23) (143) (456) 7,192 1,3491,850 3,855 4,085 25,181 43,512 Lease liabilities are repayable as follows: Perbalance sheet Contractual gross maturities 2021 £m 2020 £m 2021 £m 2020 £m Within one year 126 137 142 156 Between one and two years 93 98 106 114 Between two and three years 66 71 76 80 Between threeand four years 49 47 56 55 Between four and five years 38 35 43 41 Beyond five years 74 87 103 104 446 475 526 550 For more information on leasing arrangements, refer to note 13(b). As at 31 December 2021, the Group’s undrawn committed borrowing facilities (note 26) amount to £7,850 million (2020: £9,366 million) with £4,850 million maturing within one year (2020: £6,366 million maturing within one year), £150 million maturing between three and four years and with £2,850 million maturing between four and five years (2020: £3,000 million maturing between four to five years). ![]() BAT Annual Report and Form 20-F 2021 236 #### Financial Statements #### Notes on Accounts #### Continued #### 23 Borrowings Continued The Group’s composition and movements in net debt are presented below along with a reconciliation to the financing activities in the Group Cash Flow Statement: 2021 £m Opening balance Cash flow Foreign exchange Fair value, accrued interest andother Closing balance Borrowings (excluding lease liabilities)\* 43,493 (3,768)(387) (126) 39,212 Lease liabilities 475 (154)(22) 147 446 Derivatives in respect of net debt (note 19) (346) (22) 277 – (91) Cash and cash equivalents (note 21) (3,139) 75 258 (3) (2,809) Current investments held at fair value (note 18) (242)(205)(2) (7) (456) 40,241 (4,074) 124 11 36,302 2020 £m Opening balance Subsidiaries acquired Cash flow Foreign exchange Fair value, accrued interest andother Closing balance Borrowings (excluding lease liabilities)\* 44,787 – (1,049) (195) (50) 43,493 Lease liabilities 579 1 (164)(24) 83 475 Derivatives in respect of net debt (note 19) (143) – (240) (134) 171 (346) Cash and cash equivalents (note 21) (2,526) (96) (768) 264 (13) (3,139) Current investments held at fair value (note 18) (123) – (119) 20 (20) (242) 42,574 (95) (2,340) (69) 171 40,241 \*Borrowings as at 31 December 2021 include £754 million (2020: £790 million) in respect of the purchase price adjustments relating to the acquisition of Reynolds American. ‘Fair value, accrued interest and other’ movements in lease liabilities in 2021 mainly comprise additions of £147 million (2020: £85 million) (net of reassessments, modifications and terminations), see note 13(a). The movement of £7 million (2020: £20 million) in current investments held at fair value represents the fair value gains for these investments. 2021 £m 2020 £m Cash flows per net debt statement (4,074) (2,340) Non-financing cash flows included in net debt 33 1,129 Interest paid (1,479) (1,737) Interest element oflease liabilities (23) (26) Remaining cash flows relating to derivative financial instruments 251 (43) Purchases of own shares held in employee share ownership trusts (82) (18) Proceeds from issue ofperpetual hybrid bonds 1,681 – Coupon paid on perpetual hybrid bonds (6) – Dividends paid to owners of the parent (4,904) (4,745) Capital injection from and purchase of non-controlling interests 1 17 Dividends paidto non-controlling interests (150) (136) Other 3 2 Net cash used in financing activities per cash flow statement (8,749) (7,897) ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 237 #### 24 Provisions for Liabilities Restructuring of existing businesses £m Employee- related benefits £m Fox River £m Other provisions £m Total £m 1 January 2021 241 38 70 636985 Differences onexchange (13) (3) – (23) (39) Provided in respect of the year (\*) 32 27 – 199 258 Utilised during the year (81) (21) (8) (241) (351) – in respect of MSA litigation (Texas, Minnesota, Mississippi) ––– (199)(199) – in respect of other (81) (21) (8) (42) (152) 31 December 2021 179 41 62 571 853 Analysed on the balance sheet as – current 123 14 8 316 461 – non-current 56 27 54 255 392 179 41 62 571 853 Restructuring of existing businesses £m Employee- related benefits £m Fox River £m Other provisions £m Total £m 1 January 2020 298 28 73 6591,058 Differences onexchange 5 (2) – (57) (54) Subsidiaries acquired –––66 Provided in respect of the year (\*) 60 19 – 312 391 – in respect of MSA litigation (Texas, Minnesota, Mississippi) ––– 212212 – in respect of other 60 19 – 100 179 Utilised during the year (122) (7) (3) (284) (416) – in respect of excise dispute in Russia ––– (226)(226) – in respect of other (122) (7) (3) (58) (190) 31 December 2020 241 38 70 636985 Analysed on the balance sheet as – current 16523 1 409 598 – non-current 76 15 69 227 387 241 38 70 636985 \*Amounts provided above are shown net of reversals of unused provisions which include reversals of £20 million (2020: £72 million) for restructuring of existing businesses, £1 million (2020: £4 million) for employee benefits and £147 million (2020: £125 million) for other provisions, of which £34 million (2020: £4 million) was reclassified to trade and other payables. The restructuring provisions relate to the restructuring and integration costs incurred and are reported as adjusting items. The principal restructuring activities in 2021 and 2020 are as described in note 7 and primarily include the cost of employee packages and long-term social plans associatedwith redundancy programmes from previousyears. Provisions associated with redundancy packages are determined based on termination packages offered in each country. The long-term social plans primarily relate to social plans in Germany, which span over severalyears and are based on actuarial calculations. These are discounted to presentvalue using Central Bank rates. We do not consider the effect of discounting to be material. While some elements of the non-current provisions of £56 million will unwind over several years, as termination payments are made over extended periods in some countries, it is estimated that approximately 97% ofthese non-current provisions will unwind within five years. Employee-relatedbenefits mainly relate to employeebenefits other than post-employmentbenefits. The principalcomponents ofthese provisions are gratuity and termination awards, ‘jubilee’ payments due after a certain service period and expected payments associated with long-term disability. The majority of these provisions are calculated by actuaries. It is estimated that approximately 84% of the non- current provisions of £27 million will unwind within five years. A provision of £274 million was made in 2011 for a potential claim under a 1998 settlement agreement entered into by a Group subsidiary in respect of the clean-up of sediment in the Fox River. On 30 September 2014, the Group, NCR, Appvion and Windward Prospects entered into a funding agreement; the details of this agreement are explained in note 31. This agreement led to payments of £2 million in 2021 (2020: £2 million). In addition, the Group incurred legal costs of £6 million (2020: £1 million), which were also charged against the provision. It is expected that the non-current provision will unwind within five years. ![]() BAT Annual Report and Form 20-F 2021 238 #### Financial Statements #### Notes on Accounts #### Continued #### 24 Provisions for Liabilities Continued Other provisions comprise balances set up in the ordinary course of general business that cannot be classified within the other categories, such as sales returns and onerous contracts, together with amounts in respect of supplier, excise and other disputes. The nature of the amounts provided in respect of disputes is such that the extent and timing of cash flows are difficult to estimate and theultimate liability may vary from the amounts provided. Other provisions also include a provision for interest of £150 million in relation tothe Franked Investment Income Group Litigation Order (FII GLO), as mentioned in notes 8(b) and 10(b). The provision is calculated basedon the UK central bank base rate plus 2% and has been charged to net finance costs. As there is uncertainty over the potential timing of the utilisation, as explained in note 10(b), the provision has been reported as a non-current provision. In 2020, the Group recognised a provision of US$272 million (£212 million) in relation to the ITG Brands, LLC MSA litigation agreements with the States of Texas, Minnesota and Mississippi which was utilised in 2021. Further details are provided in note 31. On 1 March 2019, the Quebec Court of Appeal in Montreal upheld the Superior Court’s decision of May 2015 (reducing ITCAN’s share of the judgment due to a change in interest computation to a maximum of CAD$9.2 billion). The Court of Appeal also upheld the previously stated requirements for the defendants to deposit CAD$1.1 billion into an escrow account. The Board of Directors of ITCAN reassessed the recoverability of the litigation related deposit and, accordingly, the Group recognised a charge against the income statement of CAD$758 million (£436 million) in 2019, reflecting the amount of the judgment that is considered to be probable and estimable in line with IAS 37 Provisions, Contingent Liabilities and Contingent Assets . Consequently, the Group utilised the litigation related deposit which was shown as a receivable at 31 December 2018 (within trade and other receivables) against the current estimate of the liability and both the provision and litigation related deposit were reduced accordingly. Further details are provided in note 31. In 2019, the Group recognised a provision of £252 million in relation to the Russia excise dispute. The provision was utilised in January 2020, when the tax claim was paid. #### 25 Trade and Other Payables 2021 £m 2020 £m Trade payables 3,923 3,722 Duty, excise and other taxes 3,148 3,410 Accrued charges and deferred income 2,095 2,228 FII GLO (note 10(b)) 963 963 Social security and other taxation 55 53 Sundry payables 375 381 10,559 10,757 Current 9,577 9,693 Non-current 982 1,064 10,559 10,757 As explained in note 17, the Group acts as a collection agent for banks and other financial institutions in certain debt factoring arrangements. The cash collected in respect of these arrangements that has not yet been remitted amounts to £137 million (2020: £128 million) and is included in sundry payables. In addition, the Group has certain Supply Chain Financing (SCF) or ‘reverse factoring’ arrangements in place. The principal purpose of these arrangements is to provide the supplier with the option to access liquidity earlier through the sale of its receivables due from the Group to a bank or other financial institution prior to their due date. Management has determined that the Group’s payables to these suppliers have neither been extinguished nor have the liabilities been significantly modified by these arrangements. The value of amounts payable, invoice due dates and other terms and conditions applicable, from the Group’s perspective, remain unaltered, with only the ultimate payee being changed. At 31 December 2021, the value of amounts payable under the SCF programmes was £251 million (2020: £48 million). The cash outflows in respect of these arrangements have been recognised within operating cash flows. Included in this amount is £156 million of leaf payables where the standard payment terms with the vendor is 150 days, consistent with credit terms normally availablein certain markets. Accrued charges and deferred income include £1 million of deferred income (2020: £nil) and £58 million (2020: £55 million) in respect of interest payable mainly related to tax matters. FII GLO of £963 million relates to receipts in 2015, in respect of the Franked Investment Income Government Litigation Order (note 10(b)). Amounts payable to related parties including associated undertakings are shown in note 30. There is no material difference between the above amounts for trade and other payables and their fair value due to the short-term duration of the majority of trade and other payables, as determined using discounted cash flow analysis. Trade and other payables arepredominantly denominated in the functional currencies ofsubsidiary undertakings withless than 6%in other currencies (2020: less than 5% in other currencies). ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 239 #### 26 Financial Instruments and Risk Management Management offinancialrisks One of the principal responsibilities of Treasury is to manage the financial risksarising fromthe Group’s underlying operations. Specifically,Treasury manages, withinan overall policy framework set by the Group’s Main Board and Corporate Finance Committee (CFC), the Group’s exposure to funding and liquidity, interest rate, foreign exchange and counterparty risks. The Group’s treasury position is monitored by the CFC which meets regularly throughout the year and is chaired by the Group Finance Director. The approach is one of risk reduction within an overall framework ofdelivering total shareholderreturn. The Group defines capital as net debt (note 23) and equity (note 22).There are no externally imposed capital requirementsfor the Group. Group policies include a set of financing principles that provide a framework within which the Group’s capital base is managed and, in particular, the policies on dividends (as a percentageof long-term sustainable earnings) and share buy- back are decided. The key objective of the financing principles is toappropriately balance theinterests of equity and debt holders in driving an efficient financing mix for the Group. The Group’s average cost of debt in 2021 is 3.5% (2020: 3.6%). The Group manages its financial risks in line with the classification of its financial assets and liabilities in the Group’s balance sheet and related notes. The Group’s management of specific risks is dealt with as follows: Liquidity risk It is the policy of the Group to maximise financial flexibility and minimise refinancing risk by issuing debt with a range of maturities, generally matching the projected cash flows of the Group and obtaining this financing from a wide range of sources. The Group has a target average centrally managed debt maturity of at least five years with no more than 20% of centrally managed debt maturing in a single rolling year. As at 31 December 2021, the average centrally managed debt maturity was 10.1 years (2020: 9.9 years) and the highest proportion of centrally managed debt maturing in a single rolling year was 18.6.% (2020: 16.4%). Perpetual hybrid bonds are treated as equity (note 22 (d)) and therefore notincluded within the debt maturity analysis. The Group utilises cash pooling and zero balancing bank account structures in addition to intercompany loans and borrowings to mobilise cash efficiently within the Group. The key objectives of Treasury in respect of cash and cash equivalents are to protect their principal value, to concentrate cash at the centre, to minimise the required debt issuance and to optimise the yield earned. The amount of debt issued by the Group is determined by forecasting the net debt requirement after the mobilisation of cash. The Group continues to target a solid investment-grade credit rating. In January 2017, Moody’s and S&P revised the Group’s rating to Baa2 and BBB+ with stable outlook, respectively, following the announcement ofthe Reynolds American acquisition.The Group’s strategy is to continue deleveraging and is seeking to recover to Baa1/BBB+ in the medium term. The Group is confident of its continued ability to successfully access the debt capital markets for future refinancing requirements. As part of its short-term cash management, the Group invests in a range of cash and cash equivalents, including money market funds, which are regarded as highly liquid and are not exposed to significant changes infair value. These are kept under continuous review as described in the credit risk section below. At 31 December 2021, the Group does not have any investments in money market funds (2020: £nil). As part of itsworking capitalmanagement, in certain countries, theGroup hasentered into factoringarrangements andsupply chain financingarrangements. These areexplained infurther detail in note 17 and note 25. Subsidiary companies are funded by share capitaland retained earnings, loans from the central financecompanies on commercial terms, or through local borrowings by the subsidiaries in appropriate currencies to predominantly fund short- to medium- termworking capitalrequirements. Available facilities in current year: It is Group policy that short-term sources of funds (including drawings under both the Group US$4 billion U.S. commercial paper (U.S. CP) programme and the Group £3 billion euro commercial paper (ECP) programme) are backed by undrawn committed lines of credit and cash. Commercial paper is issued by B.A.T. InternationalFinance p.l.c, B.A.T. NetherlandsFinance B.V. andB.A.T Capital Corporation andguaranteed by BritishAmerican Tobacco p.l.c.. At 31 December 2021, commercial paper of £269 million was outstanding (2020: £nil). Cashflows relating to commercial paper that have maturity periods of three months or less are presented on a net basis in Group’s cash flow statement. At 31 December 2021, the Group had access to a £5.85 billion revolving credit facility. This facility was undrawn at 31 December 2021. In 2021, the Group exercised the first of the one-year extension options on both tranches of the revolving credit facility with the second one-year extension subsequently exercised in February 2022. Effective March 2022, therefore, the £2.85 billion 364-day tranche will be extended to March 2023 at the reduced amount of £2.7 billion and £2.5 billion of the five-year tranche will be extended from March 2026 to March 2027 (with £3.0 billion of this tranche remaining available until March 2025 and £2.85 billion remaining available from March 2025 to March 2026). During 2021, the Group extended short-term bilateral facilities totalling £2.5 billion until March or April 2022, some with extension options to extend for further periods. As at 31 December 2021, £500 million was drawn on a short-term basis. Of such short- termbilateralfacilities, inDecember 2021, the Groupamended and extended a total of £500 million until December 2022 and subsequent toyear end, the Groupamended and extended a further £500 million until January 2023 and effective April 2022, an additional £350 million was agreed to be extended until October 2022 and £500 million until April 2023. Cashflows relating to bilateral facilities that have maturity periods of three months or less are presented on a net basis in the Group’s cash flow statement. ![]() BAT Annual Report and Form 20-F 2021 240 #### Financial Statements #### Notes on Accounts #### Continued #### 26 Financial Instruments and Risk Management Continued Issuance, drawdowns and repayments in current year: – In February 2021, the Group repaid a €650 million bond at maturity; – In June 2021, the Group repaid £500 million of the £1,929 million term loan that has a maturity date in January 2022; the remaining £1,429 million was repaid in September 2021; – In July, August, September and November 2021, the Group repaid £500 million, €1,100 million, CHF 400 million and €500 million of bonds at maturity, respectively; and – The Group issued perpetual hybrid bonds totalling €2 billion in September 2021. Please refer to note 22(d) for further details. Available facilities in prior year: In March 2020, the Group refinanced its £6 billion revolving credit facility consisting of a £3 billion 364-day tranche (with two one-year extension options and a one-year term-out option), and a £3 billion five-year tranche (with two one-year extension options). The facility no longer contains a financial covenant. As at 31 December 2020, the facility was undrawn. In March and April2020,the Group arranged short-termbilateral facilities with core relationship banks for a total amount of approximately £4.8 billion, strengthening the Group’s liquidity position and further mitigating liquidity risks during the COVID-19 crisis. The bilateral facilities have since been reduced to a total amount of approximately £3.4 billion. At 31 December 2020, these facilities were undrawn. Issuance, drawdowns and repayments in prior year: – In April 2020, the Group accessed the U.S. dollar market under its SEC Shelf Programme, raising a total of US$2.4 billion across three tranches. Additionally, the Group accessed the European market under its EMTN programme, raising a total of €1.7 billion across two tranches; – In May and June 2020, the Group repaid US$750 million and US$770.8 million bonds at maturity, respectively. Additionally, in June 2020, the Group raised £500 million in the sterling market under its EMTN Programme; – In July 2020, the Group repaid a €600 million bond and a £1.9 billion term loan at maturity, and in August 2020, the Group repaid a US$1 billion bond at maturity; – In September 2020, the Group accessed the U.S. dollar market under its SEC Shelf programme, raising a total of US$6.25 billion across five tranches. The Group also made a tender offer to repurchase portions of seven series of bonds prior to their maturities. The tender offer was completed in October 2020, totalling US$3.2 billion under five series of bonds, £70 million and €100 million under two separate series of bonds, all of which would have otherwise matured in 2021 and 2022; and – In October 2020, the Group exercised the make whole redemption provision tofully redeem theremainingamounts outstanding following the tender offer on three series of bonds that would have otherwise matured in 2022. In November 2020, the balance outstanding on these bonds was repurchased, totalling US$597.6 million. Currency risk The Group is subject to exposure on the translation of the net assets of foreign currency subsidiaries and associates into its reporting currency, sterling. The Group’s primary balance sheet translation exposures are to the U.S. dollar, Canadian dollar, euro, Danish krone, Swiss franc, South African rand, Russian rouble, Brazilianreal, Australiandollar, Malaysian ringgit,Singaporean dollar andIndian rupee. These exposures arekeptunder continuous review. The Group’s policy on borrowings is to broadly match the currency of these borrowings with the currency of cash flows arising from the Group’s underlying operations. Within this overall policy, the Group aims to minimise all balance sheet translation exposure where it is practicable and cost-effective to do so through matching currency assets with currency borrowings. The main objective of these policies is to protect shareholder value by increasing certainty and minimising volatility in earnings per share. At 31 December 2021, the currency profile of the Group’s gross debt, after taking into account derivativecontracts, was 68% U.S. dollar (2020: 63%), 13% euro (2020: 13%), 13% sterling (2020: 19%) and 6% other currencies (2020: 5% other currencies). The Group faces currency exposures arising from the translation of profits earned in foreign currency subsidiaries and associates and joint arrangements;these exposures are notnormally hedged. Exposures also arise from: (i) foreign currency denominated tradingtransactions undertaken by subsidiaries. These exposures comprise committed and highly probable forecast sales and purchases, which are offset wherever possible. The remaining exposures are hedged within the Treasury policies and procedures with forward foreign exchange contracts and options, which are designated as hedges of the foreign exchange risk of the identified future transactions; and (ii) forecast dividend flows from subsidiaries to the centre. To ensure cash flow certainty, the Group enters into forward foreign exchange contracts which are designated as net investment hedges of the foreign exchange risk arising from the investments inthese subsidiaries. IFRS 7 requires a sensitivity analysis that shows the impact on the income statement and on items recognised directly in other comprehensive incomeof hypothetical changes ofexchange rates in respect of non-functional currency financial assets and liabilities held across the Group. All other variables are held constant although, inpractice, marketrates rarely change inisolation. Financial assets and liabilities held in the functional currency of the Group’s subsidiaries, as well as non-financial assets and liabilities and translation risk, are not included in the analysis. The Group considers a 10% strengthening or weakening of the functional currency against the non-functional currency of its subsidiaries as a reasonably possible change. The impact is calculated with reference to the financial asset or liability held as at the year-end, unless this is unrepresentative of the position during the year. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 241 #### 26 Financial Instruments and Risk Management Continued A 10% strengthening of functional currencies against non- functional currencies would result in pre-tax profit being £53 million lower (2020: £61 million lower; 2019: £16 million lower) and items recognised directly in other comprehensive income being £144 million higher (2020: £57 million higher; 2019: £22 million lower). A 10% weakening of functional currencies against non- functional currencies would result in pre-tax profit being £65 million higher (2020: £74 million higher; 2019: £20 million higher) and items recognised directly in other comprehensive income being £177 million lower (2020: £70 million lower; 2019: £27 million higher). The exchange sensitivities on items recognised directly in other comprehensive income relate to hedging of certain net asset currency positions in the Group, as well as on cash flow hedges in respect of future transactions, but do not include sensitivities in respect of exchange on non-financial assets or liabilities. Interest rate risk The objectives of the Group’s interest rate risk management policy are to lessen the impact of adverse interest rate movements on the earnings, cash flow and economic value of the Group. Additional objectives are to minimise the cost of hedging and the associated counterparty risk. During 2020, the Group financial covenant, being gross interest cover, was removed fromthe centrally managed banking facilities. In order to manage its interest rate risk, the Group maintains both floating rate and fixed rate debt. The Group sets targets (within overall guidelines) for the desired ratio of floating to fixed rate debt on a net basis (at least 50% fixed on a net basis in the short to medium term) as a result of regular reviews of market conditions and strategy by the Corporate Finance Committee and the board of the main central finance company. At 31 December 2021, the relevant ratios of floating to fixed rate borrowings were 10:90 (2020:7:93) on a net basis. Underlying borrowings are arranged on both a fixed rate and a floating rate basis and, where appropriate, the Group uses derivatives, primarily interest rate swaps to vary the fixed and floating mix, or forward starting swaps to manage the refinancing risk. The interest rate profile of liquid assets is taken into account in determining the net interest rate exposure. IFRS 7 requires a sensitivity analysis that shows the impact on the income statement and on items recognised directly in other comprehensive incomeof hypothetical changes ofinterest rates in respect of financial assets and liabilities of the Group. All other variables areheld constant although, in practice, market rates rarely change in isolation. For the purposes of this sensitivity analysis, financial assets and liabilities withfixed interest rates are not included. The Group considers a 100 basis point change in interest rates a reasonably possible change except where rates are less than 100 basis points. In these instances, it is assumed that the interest rates increase by 100 basis points and decrease to zero for the purpose of performing the sensitivity analysis. The impact is calculated with reference to the financial asset or liability held as at the year-end, unless this is unrepresentative of the position during theyear. A 100 basis point increase in interest rates would result in pre-tax profit being £44 million lower (2020: £31 million lower; 2019:£143millionlower). A 100 basis point decrease in interest rates, or less where applicable, would result in pre-tax profit being £47 million higher (2020: £29 million higher; 2019: £108 million higher). The effect of these interest rate changes on items recognised directly in other comprehensive incomeis notmaterialin eitheryear. In accordance with the UK Financial Conduct Authority’s announcement on27July 2017, and following thedecision taken by global regulators in 2018 to replace Interbank Offered Rates with alternativenearly risk-free rates, such benchmark rates are expected to be largely discontinued after 2021. The IASB addressed the effects of interest rate benchmark reform onfinancial reporting, with two phases of Amendments to IFRS 9 Financial Instruments (and other Standards) which the Group adopted in its Year End 2019 and 2020 accounts, respectively, as explained in the accounting policies (note 1). The impact on the Group’s profit or equity from the application of these amendments was not material. In January 2021, the Group confirmed adherence to the ISDA 2020 IBOR Fallbacks Protocol as published by the International Swaps and Derivatives Association, Inc. (ISDA) on 23 October 2020 (the Protocol), ensuringthat appropriate fallback rates can apply to derivatives in the event of LIBOR discontinuation. As at 31 December 2021, the Group has a floating rate bond with a nominal value US$750 million (£554 million) (2020: US$750 million (£549 million)) that is due to mature in August 2022 before USD LIBOR ceases. £1,929 million of floating rate borrowings outstanding at 31 December 2020 were repaid during the year. In addition, the Group has bilateral facilities totalling £2.5 billion of which £500 million was drawn down at 31 December 2021. The contractual language on these facilities was updated during 2021 such that all drawings are based on SONIA with effect from the end of November 2021. The Group’s syndicated revolving credit facility (undrawn at 31 December 2021 and 2020) has historically had references to USD LIBOR, EURIBOR and GBP LIBOR. This facility includesmarket standard LIBOR replacement language, and with effect from June 2021 the agreement has adoptedSOFR andSONIA as thealternative benchmark rates in respect of USD LIBOR and GBP LIBOR, respectively. Following announcements by the respective regulators, EURIBOR and USD LIBOR are now expected to continue for the foreseeable future, with USD LIBOR ratespotentially discontinued after June2023. The Group has a total of nine derivatives that may be impacted by an interest rate benchmarkreformof which two are free-standing derivatives (EUR interest rate swaps) maturing in January 2023 with nominal values of €750 million (£630 million). There are three derivatives (USD interest rate swaps) in fair value hedge relationship with nominal value US$300 million (£221 million) maturing in June 2022 (before USD LIBOR cessation) and therefore no further exposure arises. The remaining four impacted derivatives (cross currency interest rate swaps) with nominal values totalling €800 million (£672 million) maturing in October 2023 are in fair value hedge relationships which are indexed to the sterling LIBOR interest rates. The Group is party to the ISDA fallback protocol and in January 2022, it automatically replaced the GBP LIBOR with an economically equivalent interest rate derivatives referencing SONIA on their reset date. The Group has updated the respective hedge documentation accordingly since the uncertainty regarding the transition for these four derivatives has ceased. The hedge relationship on these derivatives will continue with any resulting ineffectiveness likely tobe immaterial. ![]() BAT Annual Report and Form 20-F 2021 242 #### Financial Statements #### Notes on Accounts #### Continued #### 26 Financial Instruments and Risk Management Continued The Group therefore believes thatany outstandingcontracts on 1 January 2022 with interest rates based on LIBOR or similar benchmarks willadequately provide foralternate calculations ofinterest in the event that they are unavailable. Credit risk The Group has no significant concentrations of customer credit risk. Subsidiaries have policies in place requiring appropriate credit checks onpotentialcustomers before sales commence. The process for monitoring and managing credit risk once sales tocustomers have been made varies depending on local practice inthe countries concerned. Certain territorieshave bankguarantees, other guaranteesor credit insurance provided in the Group’s favour in respect of Group trade receivables, the issuance and termsof whichare dependent on local practices in the countries concerned. All derivatives are subject to ISDA agreements or equivalent documentation. Cash deposits and other financial instruments giverise to credit risk on the amounts due from the related counterparties. Generally, theGroupaims totransact with counterparties with strong investment grade credit ratings. However, the Group recognises that due to the need to operate over a large geographic footprint, this will not always be possible. Counterparty credit risk is managed on a global basis by limiting the aggregate amount and duration of exposure to any one counterparty, taking into account its credit rating. The credit ratings of all counterparties arereviewed regularly. The Group ensures that it has sufficient counterparty credit capacity of requisite quality toundertake all anticipated transactions throughout itsgeographic footprint,while atthe same time ensuring that there is no geographic concentration in the location of counterparties. With the following exceptions, the maximum exposure to the credit risk of financial assets at the balance sheet date is reflected by the carrying values included in the Group’s balance sheet. The Group has entered into short-term risk participation agreements in relation tocertain leaf supply arrangements and themaximum exposure under these would be £89 million (2020: £88 million). In addition, the Group has enteredinto a guarantee arrangement to support a short-term bank credit facility with distribution and supply chain partner. The maximum exposure under the arrangement would be £1million(2020: £36 million). Price risk The Group is exposed to price risk on investments held by the Group, which are included in investments held at fair value on the consolidated balance sheet, but the quantum of such is not material. Hedge accounting In order to qualify for hedge accounting, the Group is required todocumentprospectively the economic relationship between theitembeing hedged and the hedging instrument. The Group is also required to demonstrate an assessment of the economic relationshipbetween the hedgeditemand the hedging instrument, which shows that the hedge will be highly effective on an ongoing basis. This effectiveness testing is repeated periodically to ensure that the hedge has remained, and is expected to remain, highly effective. Theprospective effectiveness testing determines that an economicrelationship betweenthe hedgeditem and the hedging instrument exists. In accordance with the Group Treasury Policy, the exact hedge ratiosand profileof a hedgerelationship will depend on several factors, including the desired degree of certainty and reduced volatility of net interest costs and market conditions, trends and expectations in the relevant markets. The sources of ineffectiveness includespot and forward differences, impact of time value and timing differences between periods in the hedged item and hedging instrument. The Group’s risk management strategy has been explained in further detail under the interest rate risk and currency risk sections of this note. Fair valueestimation The fair values of financial assets and liabilities with maturities of less than one year, other than derivatives, are assumed to approximate their book values. Forother financialinstruments which are measured at fair value in the balance sheet, the basis forfair values is described below. ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 243 #### 26 Financial Instruments and Risk Management Continued Fair value hierarchy The following table presents the Group’s financial assets and liabilities that are measured at fair value in accordance with IFRS 13 classification hierarchy: 2021 2020 Level 1 £m Level 2 £m Level 3 £m Total £m Level 1 £m Level 2 £m Level 3 £m Total £m Assets at fair value Investment held at fair value (note 18) 405 – 101 506 171 – 93 264 Derivatives relating to – interest rate swaps (note 19) – 33 – 33 – 65 – 65 – cross-currency swaps (note 19) – 221 – 221 – 444 – 444 –forward foreigncurrency contracts (note 19) – 171 – 171 – 288 – 288 Assets at fair value 405 425 101 931 171 797 93 1,061 Liabilities atfair value Derivatives relating to – interest rate swaps (note 19) – 36 – 36 – 53 – 53 – cross-currency swaps (note 19) – 35 – 35 –––– –forward foreigncurrency contracts (note 19) – 243 – 243 – 266 – 266 Liabilities atfair value – 314 – 314 – 319 – 319 Level 2 financial instruments are not traded in an active market, but the fair values are based on quoted market prices, broker/dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The Group’s level 2 financial instruments include OTC derivatives. Netting arrangements ofderivative financial instruments The gross fair value of derivative financial instruments as presented in the Group balance sheet, together with the Group’s rights of offset associated withrecognised financialassets and recognisedfinancial liabilities subjectto enforceable masternetting arrangementsand similar agreements, is summarised as follows: 2021 2020 Amount presented in the Group balance sheet\* £m Related amounts not offset in the Group balance sheet £m Net amount £m Amount presented in the Group balance sheet\* £m Related amounts not offset in the Group balance sheet £m Net amount £m Financialassets – Derivative financial instruments (note 19) 425 (184) 241 797 (237) 560 Financialliabilities – Derivative financial instruments (note 19) (314) 184 (130) (319) 237 (82) 111 – 111 478 – 478 \*No financial instruments have been offset in the Group balance sheet. The Group is subject tomaster netting arrangements inforce with financial counterparties with whom theGrouptrades derivatives. The master netting arrangements determine the proceedings should either party default on their obligations. In case of any event of default, the non-defaulting party will calculate the sum of the replacement cost of outstanding transactions and amounts owed to it bythe defaulting party. If that sum exceeds the amounts owed to the defaulting party, the defaulting party will pay the balance to the non-defaulting party. If the sum is less than the amounts owed to the defaulting party, the non-defaulting party will pay the balance to thedefaulting party. ![]() BAT Annual Report and Form 20-F 2021 244 #### Financial Statements #### Notes on Accounts #### Continued #### 26 Financial Instruments and Risk Management Continued The hedged items by risk category are presented below: 2021 Carrying amount of the hedgeditem £m Accumulated amount of fair value hedge adjustments on thehedged item included in the carrying amount of the hedgeditem £m Line itemin the statement of financial position where the hedged item isincluded Changes in fair value usedfor calculating hedge ineffectiveness £m Cash flow hedgereserve (gross of tax) £m Fair valuehedges Interest rate risk – borrowings (liabilities) 9,197 101 Borrowings 87 Cash flow hedges Interest rate risk – borrowings (liabilities) 2,132 Borrowings (69) (538) 2020 Carrying amount of the hedgeditem £m Accumulated amount of fair value hedge adjustments on the hedged itemincluded in the carrying amount of the hedgeditem £m Line item in the statement of financial position where thehedged item is included Changes in fair value used for calculating hedge ineffectiveness £m Cash flow hedgereserve (gross of tax) £m Fair valuehedges Interest rate risk – borrowings (liabilities) 5,356 173 Borrowings (57) Cash flow hedges Interest rate risk – borrowings (liabilities) 2,816 Borrowings 155 (628) £368 million (2020: £392 million) of the Group’s borrowings are designated as net investment hedge instruments of the Group’s net investments in foreign operations. In line with the Group’s risk management policies, the net investment hedge relationships are reviewed periodically. A number of these relationships had matured in 2019. The change in the value used for calculating hedge ineffectiveness for hedged items designated under net investment hedge relationships is £24 million (2020: £21 million). As at 31 December 2021, the accumulated balance of the cash flow hedge reserve was a loss of £363 million (2020: loss of £504 million) including an accumulated loss of £538 million (2020: loss of £628 million) in relation to interest rate exposure and foreign currency exposure arising from borrowings held by the Group, and an accumulated gain of £116 million (2020: gain of £139 million) in relation to deferred tax arising from cash flow hedges. The remainder related to the Group’s foreign currency exposure on forecasted transactions and cost of hedging (note 22(c)(ii)). ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 245 #### 27 Changes in the Group (a) Acquisitions The Group acquired certain businesses and other tobacco assets as noted below. The financial impact of these transactions to the Groupwere immaterialindividually and inaggregate.Except as noted,there were nomaterialdifferences betweenthe fair value and book values of net assets acquired in business combinations. On 12 November 2020, the Group acquired 100% of the share capital in EasternTobacco Companyfor Trading , formerly known as Rafique Mohammed Sudki JadEstablishment forTrading when acting as BAT’s distributor in Saudi Arabia (KSA), for £50 million (SAR 246 million). Goodwill of £36 million, representing anticipated synergies, and trademarksand similarintangibles of£39 million, as well as £96 million of cash and cash equivalents, were recognised on acquisition. On 8 April 2019, the Group via its U.S. subsidiary R.J. Reynolds Vapor Company (RJR Vapor), acquired a 45% stake in VapeWild Holdings LLC , a vertically integratedvapour manufacturer and retailer for US$40 million. This was followed by a further acquisition of 15% on 24 June 2019 for US$8 million, giving the Group a 60% interest for US$48 million (£36 million). The Group consolidated VapeWild as a subsidiary from the date of the first investment. Goodwill of £11 million, representing a strategic premium to enter this segment of theU.S. vapour market, and trademarks and similar intangibles of £39 million were recognised on acquisition. Followingthe announcementswith regard to flavoursin vapour in the U.S., goodwill was impaired in full in 2019. The business was subsequently discontinued andliquidationproceedings commencedin December 2020. On 21 December 2017, the Group signed an agreement to acquire 100% of the share capital of Twisp Proprietary Limited , a South African e-cigarette/nicotine vapour company with a market share of circa 70% within South Africa and a leading presence in shopping malls via its branded kiosks outlets. Completion of the proposed acquisition was conditional upon South African anti- trust clearance, which was given in the second half of 2019 and BAT acquired control on 30 September 2019 for a purchase price of £25 million of which £6 million was deferred and contingent upon future performance in the market. Goodwill of £12 million, representing astrategicpremiumto enter this segment of the SouthAfrican vapour market, andtrademarks andsimilar intangibles of £15 million were recognised on acquisition. Due to difficult trading conditions, the goodwill and intangibles were fully impaired in 2020 and deferred consideration adjusted by £3 million. The final payment of deferred consideration of £3 million was paid in 2021. On 5 May 2017, the Group acquired certain tobacco assets, including a distribution company, Express Logistic and Distribution EOOD (ELD) , from Bulgartabac Holding AD in Bulgaria. The assets acquired, including brands and other intangibles of £117 million, were purchased for a total consideration of £110 million, of which £28 million was contingent upon future performance in the market. £14 million of this was paid during 2018 and £13 million of this was paid during 2019. Subsequently, ELD was disposed of in 2019 at carrying value. On 4 January 2017, the Group completed the acquisition of 100% of Winnington Holding AB , a Swedish manufacturer of ‘white’ snus, for a purchase price of £31 million. Goodwill of £8 million and brands and similar intangibles of £28 million were recognised. £8 million of the consideration was contingenton post-acquisition targets being met and wassubstantially settled inJanuary 2019. On 17 November 2015, the Group acquired 100% of Blue Nile Cigarette Company Limited from aprivate shareholder.The fair value of the consideration payable was £45 million of which £8 million was contingent onachievementof certain post-acquisition targets. Subsequent payments in respect of this were £1 million in 2016, £5 million in 2017, £1 million in 2018 and £1 million in 2019. On 30 September 2015, the Group acquired TDR and other tobacco and retail assets from Adris Grupa d.d. (Adris) for a total enterprise value of €550 million. Part of the consideration was contingent upon certaintargets being met post-acquisition, and £5 million of this was paid in January 2017. In 2019, the Group reached an agreement with Adris regarding the level of contingent considerationsuch thatany remaining amountswould not be paid by the Group and the Group received €3 million in full and final settlement of all claims between Adris and the Group. Consequently, €9million of cash and deferred considerationwas recognised as other income (note 7). (b) Non-controlling interests In 2021, the Group made a capital contribution to Brascuba Cigarrillos S.A. at a cost of £6 million (2020: £17 million; 2019: £20 million). This contribution was in proportion to a capital contribution made by the non-controlling interest to the company and as such, the Group’s shareholding remains unchanged. In addition, in 2021, as part of a Voluntary Tender Offer for the non- controlling interests of the Group’s Indonesian subsidiary, the Group acquired 0.2% additional shares at a cost of £4 million as explained in note 30. Also in 2021, the Group acquired a further 2.7% in Hrvatski Duhani d.d. Tobacco Leaf Processing at a cost of £1 million. (c)Other transactions (i) Organigram On 11 March 2021, the Group announced a strategic collaboration agreement with Organigram Inc., a wholly owned subsidiary of publicly tradedOrganigram Holdings Inc. (collectively, Organigram). Under the terms of the transaction, a Group subsidiary acquired a 19.9% equity stake in Organigram Holdings Inc. (listed on both the Nasdaq and Toronto Stock Exchange under the symbol ‘OGI’) to become its largest shareholder, with the ability to appoint two directors to Organigram Holdings Inc.’s board of directors and representation on its investment committee. At closing, one BAT nominee, Mr. Jeyan Heper, was added to the board. A second nominee and a replacement for Mr. Heper, who resigned on 31 October 2021, are expected to be proposed in due course. The Group accounts for the investment as an associate. The Group’s investment provides a significant injection of capital for Organigram that will enable them to expand and accelerate their R&D and product development activities and support business expansion. The Group’s investment of £129 million has been allocated against the Group’s share of Organigram’s net assets, including the recognition of £49 million of intangibles, and goodwill of £30 million, which represents a strategic premium to enter the legalcannabis market in North America. During 2021, Organigramacquiredall of the issued and outstanding shares of The Edibles & Infusions Corporation (EIC) for an initial consideration of CAD$22 million, payable in shares. ![]() BAT Annual Report and Form 20-F 2021 246 #### Financial Statements #### Notes on Accounts #### Continued #### 27 Changes in the Group Continued Organigramalso acquiredall of the issued and outstanding shares of Laurentian Organic Inc. for consideration of CAD$36 million, payable in cash and shares. The impact of these transactions on the Group was not material. As a result of these transactions, the Group’s shareholdingwas reduced to 18.8%. Potential additional shares are payable on both transactions upon the acquired businesses achieving certain earnout milestones. The transactions and results of these changes are immaterial to the Group and organic measures, excluding the results of these acquisitions, are not presented. (ii) Other acquisitions During 2021, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC to 42.61%, for £1 million. During 2020, the ownership was increased to 38.63%, for £5 million. On 20 October 2020, the Group acquired the formulations, brands, associated know-how and other relevant assets owned by Dryft Sciences,LLC (DSL) relating to its white nicotine pouch products for consideration of up to US$150 million payable in accordance with the achievement of certain milestones. The transaction has been accounted for as an asset acquisition, rather than as a business combination, as the intellectual property and associated assets acquired do not represent an integrated set of activities required by IFRS for business combination accounting. Consequently, the consideration payable has been assigned to the acquired assets by relative fair value. On 10 January 2019, the Group acquired a minority stake in AYR Limited , a vapour technology company based in the UK, for £8 million, with the potential to increase this in the future. The investment terms also provide for the Group and AYR to agree a commercial collaboration agreementunder whichthe Group and AYR will jointly develop future vaping products. (d) Disposals On 25 June 2021, the Group agreed to dispose of its Iranian subsidiary, B.A.T. Pars Company PJSC (BAT Pars) to DTM ME FZE LLC. Accordingly, BAT Pars was classified as held-for-sale at that date and £152 million of assets, primarily comprised £98 million of cash and cash equivalents, £38 million of inventory and £14 million of property, plantand equipment,were transferred to held-for-sale assets. Also, £24 million of liabilities, primarily comprised £10 million of trade creditors and £8 million of corporation tax payable, were transferred to held-for-sale liabilities. Subsequentlyan impairment charge and associated costs of £88 million was recognised in the income statement and treated as an adjusting item. Completion took place on 6 August 2021. The value of the consideration, in Euros, is subject to the finalisation of the completion accounts process, as well as various other matters, with payment deferred until September2022. Discounted estimated proceeds of £45 million have been recognised as a current receivable. At 31 December 2021, a credit of £2 million was recognised in operating profit in relation to a partial unwind of discounting on the deferred proceeds. In addition, £272 million in respect of foreign exchange previously recognised in other comprehensive income has been reclassified to the income statement. The financial impact of this has also been treated as an adjusting item. The held-for-sale impairment charge of £83 million and the foreign exchange reclassification of £272 million which were charged to the income statement have been included as non-cash items in the cash flow statement. In compliance with IAS 7 Statement of cash flows , the £98 million of cash and cash equivalents held at the date of disposal have been reported as a cash outflow under investing activities. In addition, £24 million of related investments held at fair value were provided against as a charge to net finance costs given uncertainties regarding recovery of these funds. #### 28 Share-based Payments The Group operates a number of share-based payment arrangements of which the two principalones are: Long-Term Incentive Plan (LTIP) Awards granted from 2020 under the Long-Term Incentive Plan are the Performance Share Plan and the Restricted Share Plan with the following conditions: Performance Share Plan (PSP): nil-cost options released three years from date of grant. Payout is subject to performance conditions based on earnings per share (40% of grant), operating cash flow (20% of grant), total shareholder return (20% of grant)and net turnover (20% of grant)in 2021, 2020 and 2019. Total shareholderreturn combines the share price and dividend performance of the Company by reference to one comparator group. Participants are not entitled to dividends prior to the exercise of the options. A cash equivalent dividend accrues through the vesting period and is paid on vesting. Both equity and cash- settled PSP awards are granted in March each year. Restricted Share Plan (RSP): Nil-cost options released three years from date of grant and may be subject to forfeit if a participant leaves employment before the end of the three-year holding period. Participants are not entitled to dividends prior to the exercise of the options. A cash equivalent dividend accrues through the vesting period and is paid on vesting. Both equity- and cash-settled RSP awardsare granted inMarch. Awards granted in 2019 are nil-cost options exercisable after three years from date of grant with a contractual life of 10 years. The performance conditions and thedividend entitlement attached to these awards are identical to the PSP award mentioned above. Both equity and cash-settled LTIP awards were granted in March. Following the acquisition of Reynolds American on 25 July 2017, underlying Reynolds American shares for LTIPs were replaced with BAT American Depositary Shares (ADS). LTIP awards for ADSs are measured against the performance conditions of Reynolds American at the maximum of 150% at the vesting date. Equity- settled LTIPs were granted by Reynolds American in March each year with options exercisable after three years from the date of grant with the payment made no later than 90 days from date of vesting. Participants are not entitled to dividends prior to exercise of the options. Deferred Share Bonus Scheme (DSBS) Free ordinary shares released three years from date of grant and may be subject to forfeit if a participant leaves employment before the end of the three-year holding period. Participants receive a separate payment equivalent to a proportion of the dividend payment during the holding period. Both equity- and cash-settled deferredshares aregrantedin Marcheach year. The Group also has a number of other arrangements which are not material for the Group and these are as follows: ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 247 #### 28 Share-based Payments Continued Sharesave Scheme (SAYE) Options granted in March each year from 2011 onwards (previously, November until 2009, and no options were granted during 2010) by invitation at a 20% discount to the market price. Options to this equity-settled scheme are exercisable at the end of a three-year or five- year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year. Share Reward Scheme(SRS) andInternational ShareRewardScheme (ISRS) Free shares granted in April each year (maximum £3,600 in any year) under the equity-settled schemes are subject to a three-year holding period. Participants receive dividends during the holding period which are reinvested to buy further shares. Partnership ShareScheme Open to all eligible employees, where employees can allocate part of their pre-tax salary to purchase shares in British American Tobacco p.l.c. The maximum amount that can be allocated in this way to any individual is £1,800 in any tax year. The shares purchased are held in a UK-based trust and are normally capable of transfer to participants tax-free after a five-year holding period. Share-basedpayment expense The amounts recognised in the income statement in respect of share-based payments were as follows: 2021 20202019 Equity- settled £m Cash- settled £m Equity- settled £m Cash- settled £m Equity- settled £m Cash- settled £m LTIP (note (a)) 30 – 36 – 58 1 DSBS (note (b)) 39 2 44 3 50 4 Other schemes 7– 8–7– Total recognised in the income statement (note 3) 76 2 88 3 115 5 Share-based payment liability The Group issues to certain employees cash-settled share-based payments that require the Group to pay the intrinsic value of these share-based payments to the employee at the date of exercise. The Group has recorded liabilities in respect of vested and unvested grants at the end of 2021 and 2020: 2021 2020 Vested £m Unvested £m Vested £m Unvested £m LTIP 0.11.1 0.3 1.5 DSBS 0.1 6.4 0.2 5.7 Total liability 0.2 7.5 0.5 7.2 (a) Long-Term incentive Plan Details of the movements for the equity- and cash-settled LTIP scheme during the years ended 31 December 2021 and 31 December 2020, were as follows: 2021 2020 Equity- settled Number of options in thousands Cash-settled Number of options in thousands Equity- settled Number of options in thousands Cash-settled Number of options in thousands Outstanding at start ofyear 10,000 274 9,193 318 Granted during the period 3,440 81 3,856 109 Exercised during the period (1,639) (48) (1,590)(63) Forfeitedduring theperiod (1,910) (64) (1,459)(90) Outstanding at end of year 9,891 243 10,000 274 Exercisable at end of year 611 29 690 27 As at 31 December 2021, the Group has 9,891,000 shares (2020: 10,000,000 shares) outstanding which includes 2,650,364 shares (2020: 2,876,738 shares) which are related to Reynolds American LTIP awards from which nil shares (2020: nil shares) are exercisable at the end of the year. The weighted average British American Tobacco p.l.c. share price at the date of exercise for share options exercised during the period was £27.67 (2020: £29.37; 2019: £28.31) for equity-settled and £27.59 (2020: £28.68; 2019: £30.87) for cash-settled options. The weighted average British American Tobacco p.l.c. share price for ADS on the New York Stock Exchange at the date of exercise for share options exercised during the period relating to equity-settled Reynolds American LTIP awards was US$35.93 (2020: US$40.04; 2019: US$36.35). ![]() BAT Annual Report and Form 20-F 2021 248 #### 28 Share-based Payments Continued The outstanding shares for the year ended 31 December 2021 had a weighted average remaining contractual life of 3.7 years (2020: 8.1 years; 2019: 8.2 years) for the equity-settled scheme, 1.70 years for Reynolds American equity-settled scheme (2020: 1.72 years; 2019: 1.93 years) and 4.1 years (2020: 8.1 years; 2019: 8.3 years) for the cash-settled share-based payment arrangements. (b) DeferredShare Bonus Scheme Details of the movements for the equity- and cash-settled DSBS scheme during the years ended 31 December 2021 and 31 December 2020, were as follows: 2021 2020 Equity- settled Number of options in thousands Cash-settled Number of options in thousands Equity- settled Number of options in thousands Cash-settled Number of options in thousands Outstanding at start ofyear 4,141 200 3,748 282 Granted during the period 1,562 179 1,829109 Exercised during the period (1,497) (142) (1,368) (175) Forfeitedduring theperiod (65) (14) (68) (16) Outstanding at end of year 4,141 223 4,141 200 Exercisable at end of year –1 91 4 The weighted average British American Tobacco p.l.c. share price at the date of exercise for share options exercised during the financial year was £27.58 (2020: £28.08; 2019: £28.40) for equity-settled and £27.70 (2020: £28.06; 2019: £30.06) for cash-settled options. The outstanding shares for the year ended 31 December 2021 had a weighted average remaining contractual life of 1.3 years (2020: 1.4 years; 2019: 1.5 years) for the equity-settled scheme and 1.3 years (2020: 1.4 years; 2019: 1.5 years) for the cash-settled scheme. Valuation assumptions Assumptions used in the Black-Scholes models to determine the fair value of share options at grant date were as follows: 2021 2020 LTIP DSBS LTIP DSBS Expected volatility (%) 27.027.0 25.025.0 Average expected term to exercise (years)\* 3.03.0 3.5 / 3.0 3.0 Risk-free rate (%) 0.20.2 0.20.2 Expected dividend yield(%) 7.77.7 7.97.9 Share price at date of grant (£) 27.9427.94 26.3326.33 Fair value at grant date (£)\* 19.87 / 22.20 22.20 21.23 / 20.76 20.76 Fair value at grantdate (£)\*– Management Board 17.35 / 22.20 22.20 21.23 / 20.76 20.76 \* Where two figures have been quoted for the Long-Term Incentive Plan, the numbers relate to PSP and RSP awards, respectively. Market condition features were incorporated into the Monte-Carlo models for the total shareholder return elements of the LTIP, in determining fair value at grant date. Assumptions used in these models were as follows: 2021 LTIP (PSP) 2020 LTIP(PSP) Averageshare pricevolatility FMCGcomparatorgroup(%) 23 21 Averagecorrelation FMCG comparator group (%) 29 31 Fair values determined from the Black-Scholes and Monte-Carlo models use assumptions revised at the end of each reporting period for cash-settled share-based payment arrangements. The expected British American Tobacco p.l.c. share price volatility was determined taking account of the return index (the share price index plus the dividend reinvested) over a five-year period. The FMCG share price volatility and correlation was also determined over the same periods. The average expected term to exercise used in the models has been adjusted, based on management’s best estimate, forthe effects ofnon-transferability,exercise restrictions andbehavioural conditions, forfeiture andhistorical experience. The risk-free rate has been determined from market yield curves for government gilts with outstanding terms equal to the average expected term to exercise for each relevant grant. The expected dividend yield was determined by calculating the yield from the last two declared dividends divided by thegrant shareprice. In addition to these valuation assumptions, LTIP awards, excluding RSP, contain earnings per share performance conditions. As these are non- market performance conditions they are not included in the determination of fair value of share options at the grant date, however, they are used to estimate the number of awards expected to vest. This pay-out calculation is based on expectations published in analysts’ forecasts. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 249 #### 29 Group Employees The average number of persons employed by the Group and its associates during the year, including Directors, was 82,868 (2020: 89,182). 2021 Number 2020 Number U.S. 4,789 4,914 APME 10,488 12,703 AMSSA 16,799 17,869 ENA 22,289 23,957 Subsidiary undertakings 54,365 59,443 Associates 28,503 29,739 82,868 89,182 Included within the employee numbers for ENA are certain employees in the UK in respect of central functions. Some of the costs of these employees are allocated or charged to the various regions and markets in the Group. #### 30 Related Party Disclosures The Group has a number of transactions and relationships with related parties, as defined in IAS 24 RelatedParty Disclosures , all of which are undertaken in the normal course of business. Transactions with CTBAT International Limited (a joint operation) are not included in these disclosures as the results are immaterial to the Group. Intercompanytransactions and balances are eliminated onconsolidationand therefore are not disclosed. Transactions and balances with associates relate mainly to the sale and purchase of cigarettes and tobacco leaf. The Group’s share of dividends from associates, included in other net income in the table below, was £392 million (2020: £394 million; 2019: £239 million). 2021 £m 2020 £m 2019 £m Transactions – revenue 524 495 511 – purchases (123) (80)(79) – other net income 387 388 248 Amounts receivable at 31 December 48 33 42 Amounts payable at 31 December (3) (5) (2) On 5 October 2021, PT Bentoel Internasional Investama Tbk (Bentoel) announced its intention to delist from the Indonesia Stock Exchange and go private by conducting a Voluntary Tender Offer (VTO). As part of this, in two phases in November and December 2021, the Group acquired an additional 0.2% of shares in Bentoel from independent shareholders at a cost of £4 million and terminated the total return swap (as explained in note 32). As set out in note 27, in March 2021, the Group acquired a 19.9% equity stake in Organigram. The Group and Organigram also entered into a Product Development Collaboration Agreement following which a Centre of Excellence has been established to focus on developing the next generation of cannabis products with an initial focus on cannabidiol (CBD). The Centre of Excellence is located at Organigram’s indoor facility in New Brunswick, Canada, which holds the Health Canada licences required to conduct R&D activities with cannabis products. Both the Group and Organigram are contributing scientists, researchers, and product developers to the Centre of Excellence, which is governed and supervised by a steering committee consisting of an equal number of senior members from each company. Both partners share a commitment to continue to maintain the highest regulatory and ethical standards. Furthermore, as part of the transaction, the Group and Organigram have agreed to grant each other a royalty-free licence to certain intellectual property to enable the development ofnew and potentially disruptive, novel products. Both parties have the ability to independently commercialise any products developed asa result of the collaboration under their own brands. During 2021, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC to 42.61%, for £1 million. In 2020 the Group increased its ownership to 38.63% for £5 million. During 2021, the Group made a capital contribution in Brascuba Cigarrillos S.A. at a cost of £6 million (2020: £17 million; 2019: £20 million). There was a capital reduction in CTBAT International Limited of approximately US$171 million with funds remitted prorate to investors in 2021. Also in 2021, the Group acquired a further 2.7% in Hrvatski Duhani d.d. Tobacco Leaf Processing at a cost of £1 million. During 2019, the Group acquired 60% of VapeWild Holdings LLC and a minority stake in AYR Limited. Please refer to note 27 for the VapeWild Holdings LLC business that was discontinued and liquidated in 2020. ![]() BAT Annual Report and Form 20-F 2021 250 #### 30 Related Party Disclosures Continued The key management personnel of British American Tobacco consist of the members of the Board of Directors of British American Tobacco p.l.c. and the members of the Management Board. No such person had any material interest during the year in a contract of significance (other than a service contract) with the Company or any subsidiary company. The term key management personnel in this context includes their close family members. 2021 £m 2020 £m 2019 £m The total compensationfor key management personnel, including Directors, was: – salaries andother short-term employeebenefits 18 17 26 – post-employmentbenefits 1 24 – share-based payments 16 13 23 35 32 53 The following table, which is not part of IAS 24 disclosures, shows the aggregate emoluments of the Directors of the Company. Executive Directors Chairman Non-Executive Directors Total 2021 £’000 2020 £’000 2019 £’000 2021 £’000 2020 £’000 2019 £’000 2021 £’000 2020 £’000 2019 £’000 2021 £’000 2020 £’000 2019 £’000 Salary; fees; benefits; incentives – salary 2,119 2,026 2,356 2,119 2,026 2,356 – fees 727 714 695 1,045 1,028 969 1,772 1,742 1,664 – taxable benefits 420 744 608 55 77 137 2 72 310 477 893 1,055 – short-term incentives 4,128 3,274 4,791 4,128 3,274 4,791 – long-term incentives 3,399 1,294 4,420 3,399 1,294 4,420 Sub-total 10,066 7,338 12,175 782 791 832 1,047 1,100 1,279 11,895 9,229 14,286 Pension; other emoluments – pension 318 304 686 318 304 686 – other emoluments 6 20 47 6 20 47 Sub-total 324 324 733 324 324 733 Total emoluments 10,390 7,662 12,908 782 791 832 1,047 1,100 1,279 12,219 9,553 15,019 Aggregate gains on LTIP shares exercised in the year Award Exercised LTIP shares Exercise date Priceper share (£) Aggregate gain (£) JackBowles 26 March 2018 23,731 10 May 2021 28.25 670,401 Tadeu Marroco 26 March 2018 15,310 29 March 2021 28.27432,737 LTIP – Value of awards 2018 Shares Priceper share (£) 1 Face value (£) JackBowles 43,785 38.94 1,704,988 Tadeu Marroco 28,248 38.94 1,099,977 Note: 1.For information only as awards are made as nil-cost options. In 2021, no Sharesave were exercised by Executive Directors. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 251 #### 31 Contingent Liabilities and Financial Commitments 1. The Group is subject to contingencies pursuant to requirements that it complies with relevant laws, regulations and standards. 2. Failure to comply could result in restrictions in operations, damages, fines, increased tax, increased cost of compliance, interest charges, reputational damageor othersanctions. These matters are inherently difficult to quantify. In cases where the Group has an obligation as a result of a past event existing at the balance sheet date, if it is probable that an outflow of economic resources will be required to settle the obligation and if the amount of the obligation can be reliably estimated, a provision will be recognised based on best estimatesand management judgement. 3. There are, however, contingent liabilities in respect of litigation, taxes in some countries and guarantees for which no provisions have beenmade. General Litigation Overview 4. There are a number of legal and regulatory actions, proceedings and claims against Group companies related to tobacco and New Category products that are pending in a number of jurisdictions. These proceedings include, among other things, claims for personal injury (both individual claims and class actions) and claims for economic loss arising from the treatment of smoking- and health-related diseases (such as medical recoupment claims brought by local governments). 5. The plaintiffs in these cases seek recovery on a variety of legal theories, including negligence, strict liability in tort, design defect, failure towarn, fraud, misrepresentation, violationsof unfair anddeceptive trade practices statutes, conspiracy, public nuisance, medical monitoring and violations of competition and antitrust laws. The plaintiffs seek various forms of relief, including compensatory and, where available, punitive damages, treble or multiple damages and statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, attorneys’ fees, and injunctive and other equitable relief. 6. Although alleged damages often are notdeterminable from a complaint, and the law governing the pleading and calculation of damages varies from jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even hundreds of billions of sterling. 7. With the exception of the Engle progeny cases described below, the Group continues to win the majority of tobacco- related litigation claims that reach trial, and a very high percentage of the tobacco-related litigation claims brought against them, including Engle progeny cases, continue to be dismissed at or before trial. Based on their experience in tobacco-related litigation and the strength of the defences available to them in such litigation, the Group’s companies believe that theirsuccessful defence of tobacco-related litigation in the past will continue in the future. 8. Group companies generally do not settle claims. However, Group companies may enter into settlement discussions in some cases, if they believe it is in their best interests to do so. Exceptions tothis generalapproach include,but arenot limited to, actions taken pursuant to ‘offer of judgment’ statutes and Filter Cases, as defined below. An ‘offer of judgment,’ if rejected by the plaintiff, preserves the Group’s right to recover attorneys’ fees under certain statutes in the event of a verdict favourable to the Group. Such offers are sometimes made through court-ordered mediations. Other settlements by Groupcompanies includethe State Settlement Agreements(as defined in paragraph 41 below), the funding by various tobacco companies of a US$5.2 billion (approximately £3.8 billion) trust fund contemplated by the Master Settlement Agreement (as described inparagraph 41 below) to benefit tobacco growers, the original Broin flight attendant case, and most of the Engle progenycases pending in U.S. federal court, afterthe initial docket of over 4,000 such cases was reduced to approximately 400 cases. The Group believes that the circumstances surrounding these claims are readily distinguishable from the current categories of tobacco-related litigation claims involving Group companies. 9. Although the Group intends to defend all pending cases vigorously, and believes that the Group’s companies have valid bases forappeals of adverse verdicts andvalid defences to all actions, and that an outflow of resources related to any individual case is not considered probable, litigation is subject tomany uncertainties, and,generally, it isnot possible to predict the outcome of any particular litigation pending against Group companies, or to reasonably estimate the amount or range of any possible loss. Furthermore, a number of political, legislative, regulatory and other developments relating to the tobacco industry and cigarette smoking have received wide media attention. These developments may negatively affect the outcomes of tobacco-related legal actions and encourage the commencementof additional similar litigation. Therefore, the Group does not provide estimates of the financial effect of the contingent liabilities represented by such litigation, as such estimatesare notpracticable. 10. The following table lists the categories of the tobacco-related actions pending against Group companies as of 31 December 2021 and the increase or decrease from the number of cases pending against Group companies as of 31 December 2020. Details of the quantum of past judgments awarded against Group companies, the majority of which are under appeal, are also identified along with any settlements reached during the relevant period. Given the volume and more active nature of the Engle progeny cases and the Filter Cases in the U.S. described below, and the fluctuation in the number of such cases and amounts awarded from year to year, the Group presents judgment or settlement figures for these cases on a three-year basis. Where no quantum is identified, either no judgment has been awarded against a Group company, or where a verdict has been reached no quantification of damages has been given, or no settlement has been entered into. Further details on the judgments, damages quantification and settlements are included within the case narratives below. For a discussion of the non-tobacco related litigation pending against the Group, see note 31, paragraph 83, et seq. ![]() BAT Annual Report and Form 20-F 2021 252 #### 31 Contingent Liabilities and Financial Commitments Continued Case Type Case Numbers asat 31 December 2021 Case Numbers as at 31 December2020 (note1) Change in Number Increase/(decrease) U.S. tobacco-relatedactions Medical reimbursement cases (note 2) 2 2 No change Class actions (note 3) 20 20 No change Individual smoking and health cases (note 4) 222 189 33 Engle Progeny Cases (note 5) 1,071 1,400 (329) Broin II Cases (note 6) 1,200 1,227 (27) Filter Cases (note 7) 46 48 (2) StateSettlement Agreements –Enforcement and Validity (note 8) 2 4 (2) Non-U.S. tobacco-related actions Medical reimbursement cases 19 19 No change Class actions (note 9) 12 12 No change Individual smoking and health cases (note 10) 52 68 (16) (Note 1) This includes cases to which the Reynolds American Inc. (Reynolds American) group companies were a party at such date. (Note 2) This category of cases includes the Department of Justice action. See note 31, paragraphs 20-24. (Note 3) See note 31, paragraphs 25-38. (Note 4) This category of cases includes smoking and health cases alleging personal injuries caused by tobacco use or exposure brought by or on behalf of individual plaintiffs based on theories of negligence, strict liability, breach of express or implied warranty and violations of state deceptive trade practices or consumer protection statutes. The plaintiffs seek to recover compensatory damages, attorneys’ fees and costs and punitive damages. Out of the 222 active individual smoking and health cases, six judgments have been returned in the plaintiffs’ favour,awardingdamages totalling approximatelyUS$150.1 million (approximately£110.8 million),which arepending post-trialin trial courts or on appeal. For a further description of these cases, see note 31, paragraphs 39-40. (Note 5) In July 1998, trial began in Engle v. R.J. Reynolds Tobacco Co ., a then-certified class action filed in Circuit Court, Miami-Dade County, Florida, against U.S. cigarette manufacturers, including R. J. Reynolds Tobacco Co. (RJRT) (individually, and as successor by merger to Lorillard Tobacco Company (Lorillard Tobacco)) and Brown & Williamson Holdings, Inc. (formerly Brown & Williamson Tobacco Corporation) (B&W). In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £107.1 billion) in punitive damages, apportioned US$36.3 billion (approximately £26.8 billion) to RJRT, US$17.6 billion (approximately £13 billion) to B&W, and US$16.3 billion (approximately £12 billion) to Lorillard Tobacco. This decision was appealed and ultimately resulted in the Florida Supreme Court in December 2006 decertifying the class and allowing judgments entered for only two of the three Engle class representatives to stand and settingaside the punitive damages award. Putative Engle class members were permitted to file individual lawsuits, deemed ‘ Engle progeny cases’,against the Engle defendants, within oneyear of the Supreme Court’s decision(subsequently extended to 11 January 2008). Between the period 1 January 2019 and 31 December 2021, 21 judgments have been returned in the plaintiffs’ favour, awarding damages totalling approximatelyUS$225 million (approximately £166.1 million). Certain of these judgments havebeen appealed by RJRT and in certain other cases, RJRT still had time to appeal, as of 31 December 2021. For a further description of the Engle progenycases, see note 31, paragraphs 29-38 seq. (Note 6) Broin v. Philip Morris, Inc . was a class action filed in Circuit Court in Miami-Dade County, Florida in 1991 and brought on behalf of flight attendants alleged to have suffered from diseases or ailments caused by exposure to Environmental Tobacco Smoke (ETS) in airplane cabins. Group companiesand othercigarettemanufacturer defendants settled Broin , agreeing to pay a total of US$300 million (approximately £221.5 million) to fund research on the detection and cure of tobacco-related diseases and US$49 million (approximately £36.2 million) in plaintiffs’ counsel’s fees and expenses. Group companies’ share of these payments totalled US$174 million (approximately £128.5 million). Broin II cases refer to individual cases by class members. There have been no Broin II trials since 2007. For a further description of the Broin II cases, see note 16 to paragraph 40. (Note 7) Includes claims brought against Lorillard Tobacco and Lorillard Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibres that were incorporated into filter material used in one brand of cigarettes manufactured by a predecessor to Lorillard Tobacco for a limited period of time ending more than 50 years ago. Since 1 January 2019, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$25.9 million (approximately £19.1 million) in settlements to resolve 102 Filter Cases. See note 17 to paragraph 40. (Note 8) Group companies’ expenses and payments under the State Settlement Agreements for 2021 amounted to approximately US$3.4 billion (approximately £2.5 billion) in respect of settlement expenses and US$3.7 billion (approximately £2.7 billion) in respect of settlement cash payments. See note 31, paragraph 43. The pending cases referred to above relate to the enforcement, validity or interpretation of the State Settlement Agreements in which RJRT, B&W or Lorillard Tobacco is a party. See note 31, paragraphs 41-54. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 253 #### 31 Contingent Liabilities and Financial Commitments Continued (Note 9) Outside the United States, there are 12 class actions being brought against Group companies as of 31 December 2021. These include class actions in the following jurisdictions: Canada (11) and Venezuela (1). For a description of the Group companies’ class actions, see note 31, paragraphs 70-81. Pursuant to the judgment in 2015 in the two Quebec class actions, the plaintiffs were awarded damages and interest in the amount of CAD$15.6 billion, most of which were on a joint and several basis (approximately £9.1 billion), of which the Group companies’ share was CAD$10.4 billion (approximately £6.1 billion). On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lowercourt’s previous decision in the Quebec Class Actions, as further described below. The share of the judgment for Imperial Tobacco Canada Limited (Imperial), the Group’s operating company in Canada, was reduced to approximately CAD$9.2 billion (approximately £5.4 billion). For a further description of the Quebec Class Actions, see paragraph 76. All of the class actions in Canada are currently stayed pursuant to a court order. See paragraph 58. (Note 10) As at 31 December 2021, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (23), Italy (11), Canada (5), Argentina (5), Chile (4) and Ireland (2). There were a further two jurisdictions with one active case only. Out of these 52 cases, one case in Argentina ( Baldassare ) returned a first instance judgment on 28 December 2020, in the amount of ARS 685,976 (approximately £5,000) in compensatory damages and ARS 2,500,000 (approximately £18,000) in punitive damages (plus interest), in the plaintiffs’ favour as of 31 December 2021. BAT Argentina filed a notice of appeal of the judgment on 3 February 2021. 11. Certain terms and phrases used in this note 31 may require some explanation. a. ‘Judgment’ or ‘final judgment’ refers to the final decision of the court resolving the dispute and determining the rights and obligations of the parties. At the trial court level, for example,a final judgmentgenerally is enteredby thecourt after a jury verdict and after post-verdict motions have been decided. In most cases, the losing party can appeal a verdict only after a final judgment has been entered by the trialcourt. b. ‘Damages’ refers to the amount of money sought by a plaintiff in a complaint, or awarded to a party by a jury or, in some cases, by a judge. ‘Compensatory damages’ are awarded to compensate the prevailing party for actual losses suffered, if liability is proved. In cases in which there is a finding that a defendant has acted wilfully, maliciously or fraudulently, generallybased on a higher burden of proof than is required for a finding of liability for compensatory damages, a plaintiff also may be awarded ‘punitive damages’. Although damages may be awarded at the trial court stage, a losing party may be protected from paying anydamages until all appellate avenues havebeen exhausted by posting a supersedeas bond. The amount of such a bond is governed by the law of the relevant jurisdiction and generally isset atthe amountof damages plus some measure of statutory interest, modified at the discretion of the appropriate court or subject to limits set by a court or statute. c. ‘Settlement’ refers to certain types of cases in which cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco, have agreed to resolve disputes with certain plaintiffs without resolving the cases through trial. d. All sums set out in note 31 have been converted to GBP and US$ using the following end closing rates: GBP 1 to US$ 1.3545, GBP 1 to CAD$ 1.7109, GBP 1 to EURO 1.1910, GBP 1 to BRL 7.5443, GBP 1 to AOA 763.1513, GBP 1 to NGN 711.7127, GBP 1 to KRW 1610.1000, GBP 1 to HRK 8.9537, GBP 1 to JPY 155.9717, GBP 1 to QAR 4.9316, GBP 1 to SAR 5.0852 and GBP 1 to ARS 139.0908. U.S. Tobacco Litigation 12. Group companies, notably RJRT (individually and as successor by merger to Lorillard Tobacco) and B&W as well as other leading cigarette manufacturers, are defendants in a numberof product liability cases. In a number of these cases, the amounts of compensatory and punitive damages sought are significant. 13. The total number of U.S. tobacco product liability cases pending at 31 December 2021 involving RJRT, B&W and/or Lorillard Tobacco was approximately 2,573. As at 31 December 2021, British American Tobacco (Investments) Limited (Investments) has been served as a co-defendant in one of those cases (2018:1). No other UK-based Group company has been served as a co-defendant in any U.S. tobacco product liability case pending as at 31 December 2021. 14. Since many of these pending cases seek unspecified damages, it is not possible to quantify the total amounts being claimed, but the aggregate amounts involved in such litigation are significant, possibly totalling billions of U.S. dollars. The cases fall into four broad categories: medical reimbursement cases; class actions; individual cases; and other claims. 15. RJRT (individually and as successor by merger to Lorillard Tobacco), American Snuff Co., Santa Fe Natural Tobacco Company, Inc. (SFNTC), R.J. Reynolds Vapor Company (RJR Vapor),Reynolds American, Lorillard Inc., other Reynolds American affiliates and indemnitees, including butnot limited to B&W (collectively, the Reynolds Defendants), believe that they have valid defences to the tobacco-related litigation claims against them, as well as valid bases for appeal of adverse verdicts against them. TheReynolds Defendantshave, through their counsel, filed pleadings and memoranda in pending tobacco-related litigation that set forth and discuss a number of grounds and defences that they and their counsel believe have a valid basis in law and fact. 16. Scheduled trials. Trial schedules are subject to change, and many cases are dismissed before trial. In the U.S., there are 57 cases, exclusive of Engle progeny cases, scheduled for trial as of 31 December 2021 through 31 December 2022, for the Reynolds Defendants: 39 individual smoking and health cases, 15 Filter Cases, and 3 non-smoking and health cases. There are also approximately 151 Engle progenycases against RJRT (individually and as successor to Lorillard Tobacco) and B&W scheduled for trial through 31 December 2022. It is not known how many of these cases will actually be tried. 17. Trial results. From 1 January 2019 through 31 December 2021, 53 trials occurred in individual smoking and health, Engle progeny, and Filter Cases in which the Reynolds Defendants weredefendants, includingfive where mistrials were declared. Verdicts in favour of the Reynolds Defendants and, in some cases, other defendants, were returned in 15 cases, tried in Florida (11), Oregon (1), and Massachusetts (3). Verdicts in favour of the plaintiffs were returned in 24 cases, which were tried in Florida (21), Massachusetts (2) and New Mexico (1). Six of the cases (four in Florida, one in New York, and one in Connecticut) were dismissed during trial. Two cases were punitive damages retrials. One case in Massachusetts is awaiting a decision. ![]() BAT Annual Report and Form 20-F 2021 254 #### 31 Contingent Liabilities and Financial Commitments Continued (a) Medical Reimbursement Cases 18. These civil actions seek to recover amounts spent by government entities and other third-party providers on healthcare and welfare costs claimed to result from illnesses associatedwith smoking. 19. At 31 December 2021, one U.S. medical reimbursement suit ( Crow Creek Sioux Tribe v. American Tobacco Co. ) was pending against RJRT, B&W and Lorillard Tobacco in a Native American tribal court in South Dakota. The plaintiffs seek to recover actual and punitive damages, restitution, funding of a clinical cessation programme, funding of a corrective public education programme, and disgorgement ofunjust profits from sales to minors. No other medical reimbursement suits are pending against these companies by county or other political subdivisions of the states. U.S. Department of Justice Action 20. On 22 September 1999, the U.S. Department of Justice brought an action in the U.S. District Court for the District of Columbia against various industry members, including RJRT, B&W, Lorillard Tobacco, B.A.T Industries p.l.c. (Industries) and Investments ( United States v. Philip Morris USA Inc. ). The U.S. Department of Justice initially sought (1)recovery of federal funds expended in providing health care to smokers who developed alleged smoking-related diseases pursuant to the Medical Care Recovery Actand Medicare Secondary Payer provisions of the Social Security Act and (2) equitable relief under the civil provisions of the Racketeer Influenced and Corrupt Organizations Act (RICO), including disgorgement of roughly US$280 billion (approximately £206.7 billion) in profits the government contended were earnedas a consequence of a purported racketeering ‘enterprise’ along with certain ‘corrective communications’. In September 2000, the district court dismissed the government’s Medical Care Recovery Act and Medicare Secondary Payer claims. In February 2005, the U.S. Court of Appeals for the DC Circuit (the DC Circuit) ruled that disgorgement was not an available remedy. 21. Industries was dismissed for lack of personal jurisdiction on 28September 2000. In addition,Investmentswas a defendant at the trial, but intervening changes in controlling law post- trial led to a 28 March 2011 court ruling that the court’s Final Judgment and RemedialOrder nolonger applied to Investments prospectively, and for this reason, Investments would not have to comply with any of the remaining injunctive remedies being sought by the government. As the government did not appeal the 28 March 2011 ruling, this means that Investments is no longer in the case and is not subject to any injunctive relief that the court is expected to order against the remaining defendants. As the case continued as against RJRT and Lorillard Tobacco with respect to injunctive relief and related matters, the following is noted. 22. The non-jury trial of the RICO portion of the claim began on 21 September 2004 and ended on 9 June 2005. On 17 August 2006,the federal district court issued its Final Judgmentand Remedial Order, whichfound certain defendants, including RJRT, B&W, Lorillard Tobacco and Investments, had violated RICO, but did not impose any direct financial penalties. The district court instead enjoined the defendants from committing future racketeering acts, participating in certain trade organisations, making misrepresentationsconcerning smoking and health and youth marketing, and using certain brand descriptors such as ‘low tar’, ‘light’, ‘ultra-light’, ‘mild’ and ‘natural’.The districtcourt also ordered the defendants to issue ‘corrective communications’ on five subjects, including smoking and health and addiction, and to comply with further undertakings, including maintaining websites of historical corporate documentsand disseminatingcertain marketing information on a confidential basis to the government. In addition, the district court placed restrictions on the defendants’ ability to dispose of certain assets for use in the United States, unless the transferee agrees to abide by the terms of the district court’s order, and ordered certain defendants to reimburse the U.S. Department of Justice its taxable costs incurred in connection with the case. 23. Defendants, including RJRT, B&W, LorillardTobacco and Investments, appealed, and the U.S. governmentcross- appealed to the DC Circuit. On 22 May 2009, the DC Circuit affirmed thefederal districtcourt’s RICO liability judgment, but vacated the order and remanded for further factual findings and clarification as to whether liability should be imposed against B&W, based on changes in the nature of B&W’s business operations (including the extent of B&W’s control overtobacco operations). The court also remanded on three other discrete issues relating to the injunctive remedies, including for the district court ‘to reformulate’ the injunction on the use of low-tar descriptors ‘to exempt foreign activities that have no substantial, direct, and foreseeable domestic effects,’ and for the district court to evaluate whether corrective communications could be required at point-of-sale displays (which requirement the DC Circuit vacated). On 28 June 2010, the U.S. Supreme Court denied the parties’ petitions for further review. 24. On 22 December 2010, the district court dismissed B&W from the litigation. In November 2012, the trial court entered an order setting forth the text of the corrective statements and directed the parties to engage in discussions with the Special Master to implement them. After various proceedings and appeals, the federal district court inOctober 2017 ordered RJRT and the other U.S. tobacco company defendants to fund the publishing of compelled public statements in various U.S. media outlets, including in newspapers, on television, on the companies’websites, and in onserts on cigarettepackaging. The compelled public statements in newspapers and on television were completed in 2018 and in package onserts were completed in mid-2020. Also, the compelled public statements now appear on RJRT websites. The district court is considering mandating the display of the compelled public statements at retail point of sale; an evidentiary hearing is scheduled to begin on 13 June 2022. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 255 #### 31 Contingent Liabilities and Financial Commitments Continued (b) Class Actions 25. At 31 December 2021, RJRT, B&W and Lorillard Tobacco were named as defendantsin two separate actions attemptingto assert claims on behalf of classes of persons allegedly injured or financially impacted by their smoking, one asserting claims of violation of the Americans With Disabilities Act of 1990, and SFNTC was named in 16 separate cases relating to the use of the words ‘natural,’ ‘100% additive-free,’ or ‘organic’ in Natural AmericanSpirit advertising andpromotional materials. If the classes are or remain certified, separate trials may be needed to assess individual plaintiffs’ damages. Among the pending class actions, 16 specified the amount of the claim in the complaint and alleged that the plaintiffs were seeking in excess of US$5 million (approximately £3.7 million) and one that alleged that the plaintiffs were seeking less than US$75,000 (approximately £55,370) per class member plus unspecified punitive damages. No Additive/Natural/Organic ClaimCases 26. A total of 16 pending putative class actions were filed in nine U.S. federal district courts against SFNTC, a subsidiary of Reynolds American, whichcases generally allege, invarious combinations, violations of state deceptive and unfair trade practice statutes, and claimstate commonlaw fraud, negligent misrepresentation, and unjust enrichment based on the use of descriptors such as ‘natural’, ‘organic’ and ‘100% additive- free’ in the marketing, labelling, advertising, and promotion of SFNTC’s Natural American Spiritbrand cigarettes. In these actions, the plaintiffs allege that the use of these terms suggests that Natural American Spirit brand cigarettes are less harmful than other cigarettes and, for that reason, violated state consumer protection statutes or amounted to fraud or a negligent or intentional misrepresentation. Theactions seek various categories of recovery, including economic damages, injunctive relief (including medical monitoring and cessation programmes),interest, restitution, disgorgement, treble and punitive damages, and attorneys’ fees and costs. In April 2016, in response to a motion by the various plaintiffs, the U.S. Judicial Panel on Multidistrict Litigation (JPML) consolidated these cases for pre-trial purposes before a federalcourt in New Mexico. On 21 December 2017, that court granted the defendants’ motion to dismiss in part, dismissing a number of claims with prejudice, and denied it in part. The district court conducted a five-day hearing on the motion for class certification and on the motion challenging the admissibility of expert opinion testimony in December 2020. The parties filed post-hearingbriefs inJanuary 2021and filed proposed findings of fact and conclusions of law in February 2021. A decision is pending. Other Putative Class Actions 27. Jones v. American Tobacco Co . is a putative class action filed in December 1998 in the Circuit Court, Jackson County, Missouri. The action was brought by a plaintiff on behalf of a putative class of Missouri tobacco product users and purchasers against various defendants, including RJRT,B&W andLorillard Tobacco alleging that the plaintiffs’ use of the defendants’ tobacco products has caused them to become addicted to nicotine, and seeking an unspecified amount of compensatory and punitive damages. There is currently no activity in this case. 28. Young v. American Tobacco Co. is a case filed in November 1997 in the Circuit Court, Orleans Parish, Louisiana against various U.S. cigarette manufacturers, including RJRT and B&W, and parent companies of such manufacturers. This putative ETS class action was brought on behalf of a putative class of Louisiana residents who,though notthemselves cigarette smokers, have been exposed to second-hand smoke from cigarettes manufactured by the defendants, and whoallegedly suffered injury as a result of that exposure, and seeks an unspecified amount of compensatory and punitive damages. In March 2016, the court entered an order staying the case, including all discovery, pending the completion of an ongoing smoking cessation programme ordered by the court in a now- concluded Louisiana state court certified class action, Scottv. American Tobacco Co. Engle Class Action and Engle Progeny Cases (Florida) 29. In July 1998, trial began in Engle v. R. J. Reynolds Tobacco Co ., a then-certified class action filed in Circuit Court, Miami- Dade County, Florida, against U.S. cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco. The then-certified class consisted of Florida citizens and residents, and their survivors, who suffered from smoking-related diseases that first manifested between 5 May 1990, and 21 November 1996, and were caused by an addiction to cigarettes. In July 1999, the jury in this Phase I found against RJRT, B&W, Lorillard Tobacco and the other defendants on common issues relating to the defendants’ conduct,general causation, theaddictiveness of cigarettes, and entitlement topunitivedamages. 30. In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £107.1 billion) in punitivedamages, apportionedUS$36.3 billion (approximately £26.8 billion) to RJRT, US$17.6 billion (approximately £13 billion) to B&W, and US$16.3 billion (approximately £12 billion) to Lorillard Tobacco. The three class representatives in the Engle class action were awarded US$13 million (approximately £9.6 million) in compensatory damages. 31. This decision was appealed and ultimately resulted in the Florida Supreme Court in December 2006 decertifying the class and allowing judgments entered for only two of the three Engle class representatives to stand and settingaside the punitive damages award. The court preserved certain of the jury’s Phase I findings, including that cigarettes can cause certain diseases, nicotineis addictive,and defendants placed defective cigarettes on the market, breached duties of care, concealed health-related information and conspired. Putative Engle class members were permitted to file individual lawsuits, deemed ‘ Engle progeny cases’,against the Engle defendants, within one yearof the Supreme Court’sdecision (subsequently extended to 11 January 2008). 32. During 2015, RJRT and Lorillard Tobacco, together with Philip Morris USA Inc. (PM USA), settled virtually all of the Engle progeny cases thenpending against themin federal district court. The total amount of the settlement was US$100 million (approximately £73.8 million) divided as follows: RJRT US$42.5 million (approximately £31.4 million); PM USA US$42.5 million (approximately £31.4 million); and Lorillard Tobacco US$15 million (approximately £11.1 million). The settlementcoveredmore than 400 federal Engle progeny cases but did not cover12federal progenycases previously tried to verdict and then pending on post-trial motions or appeal, and two federalprogeny cases filedby different lawyers from the ones who negotiated the settlement for the plaintiffs. ![]() BAT Annual Report and Form 20-F 2021 256 #### 31 Contingent Liabilities and Financial Commitments Continued 33. As at 31 December 2021, there were approximately 1,071 Engle progeny cases pending in which RJRT, B&W and/or Lorillard Tobacco have all been named as defendants and served. These cases include claims by or on behalf of 1,304 plaintiffs. In addition, as of 31 December 2021, RJRT was aware of four additional Engle progeny cases that have been filed but not served. The number of pending cases fluctuates for a variety of reasons, including voluntary and involuntary dismissals. Voluntary dismissals include cases in which a plaintiff accepts an ‘offer of judgment’ from RJRT, Lorillard Tobacco and/or RJRT’s affiliates and indemnitees. An offer of judgment, if rejected by the plaintiff, preserves RJRT’s and Lorillard Tobacco’s right to recover attorneys’ fees under Florida law in the event of a verdict favourable to RJRT or Lorillard Tobacco, or affiliates of such entities. Such offers are sometimes made through court- ordered mediations. 34. 41 trials occurred in Engle progeny cases in Florida state and federal courts against RJRT, B&W and/or Lorillard Tobacco from 1 January 2019 through 31 December 2021, and additional state court trials are scheduled for 2022. 35. The following chart identifies the number of trials in Engle progeny cases as at 31 December 2021 and additional information about the adverse judgmentsentered: Trials/verdicts/judgments ofindividual Engle progeny cases from 1 January 2019 through 31 December 2021: Total number of trials 41 Number of trials resulting in plaintiffs’ verdicts 21\*\* Total damages awarded in finaljudgments againstRJRT US$224,990,000 (approximately £166 million) Amount ofoverall damages comprising ‘compensatory damages’ (approximately)US$65,440,000 (of overall US$224,990,000)(approximately £48 million of £166 million) Amount ofoverall damages comprising ‘punitive damages’ (approximately) US$159,550,000 (of overall US$224,990,000)(approximately £118million of £166 million) \*\*Of the 21 trials resulting in plaintiffs’ verdicts 1 January 2019 to 31 December 2021 (note 11): Number of adversejudgments appealedby RJRT 13 (note 12) Number of adverse judgments, in which RJRT still has time to file an appeal 4 Number of adverse judgments in which an appeal was not, and can no longer be, sought 3 Appeals of individual Engle progeny cases 1 January 2019 to 31 December 2021: Number of adversejudgments appealedby RJRT 15 (note 13) Note 11: the 21 trials include two cases that were tried twice (Gloger v. R.J. Reynolds Tobacco Co. and Bessent-Dixon v. R.J. Reynolds Tobacco Co.) and one case (Robert Miller v. R.J. Reynolds Tobacco Co. ) where plaintiff moved for a mistrial following a plaintiff’s verdict where the jury awarded no compensatory or punitive damages, and an adverse judgment has not yet been entered. Plaintiff’smotionfor newtrial oncompensatory damages wasgranted andRJRT appealed. Note 12: of the 13 adverse verdicts appealed by RJRT as a result of judgments arising in the period 1 January 2019 to 31 December 2021: a. 5 appeals remain undecided in the District Courts of Appeal; and b. 8 appeals were decided and/or closed in the District Court of Appeals. Of these 8 appeals, 4 were affirmed in favour of plaintiff (review of by the Florida Supreme Court has been sought in 3 of the 4 cases), 3 were reversed for a new trial, and 1 was voluntarily dismissed and judgment paid. Note 13: of the 15 adverse judgments appealed by RJRT (during the period 1 January 2019 to 31 December 2021): a. 5 appeals remain undecided in the District Courts of Appeal; b.9 appeals were decided and/or closed in the District Courts of Appeal, and 1 appeal was reversed by the Eleventh Circuit. Of these appeals, 5 were affirmed in favour of plaintiff, 3 in which review of Florida Supreme Court was sought, 1 was voluntarily dismissed and judgment paid, 1 in which the Eleventh Circuit reversed the district court’s denial of Defendants’ motion for judgment in accordance with the verdict, and 3 were reversed for a new trial; and c does not include four cases that were appealed prior to the relevant time period but which remain pending before the Florida Supreme Court. 36. By statute, Florida applies a US$200 million (approximately £147.7 million) bond cap to all Engle progeny cases in theaggregate. Individual bond caps for any given Engle progeny case vary depending on the number of judgments in effect at a given time. Judicial attempts by several plaintiffs in the Engle progeny cases to challenge the bond cap as violating the Florida Constitution have failed.In addition, bills have been introduced in sessions of the Florida legislature that would eliminate the Engle progeny bond cap, but those bills have not been enacted as of 31 December 2021. 37. In 2021, RJRT or Lorillard Tobacco paid judgments in five Engle progeny cases. Those payments totalled US$15.14 million(approximately £11.2 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys’ fees and statutory interest. 38. In addition, accruals for damages and attorneys’ fees and statutory interest for two cases ( Starr-Blundell v. R. J. Reynolds Tobacco Co. and Hardin v. R. J. Reynolds Tobacco Co. ) was recorded in Reynolds American’s consolidated balance sheet as of 31 December 2021 to the value of US$208,400 (approximately £153,860). #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 257 #### 31 Contingent Liabilities and Financial Commitments Continued (c)Individual Cases 39. As of 31 December 2021, 222 individual cases were pending in the United States against RJRT, B&W and/or Lorillard Tobacco. This category of cases includes smoking and health cases alleging personal injuries caused by tobacco use or exposure brought by or on behalf of individual plaintiffs based on theories of negligence, strict liability, breach of express or implied warranty, and violations of state deceptive trade practices or consumer protection statutes. The plaintiffs seek to recover compensatory damages, attorneys’ fees and costs, and punitive damages. The category does not include the Engle progeny cases, Broin II cases, and Filter Cases discussed above and below. One of the individual cases is brought by or on behalf of an individual or his/her survivors alleging personal injury as a result of exposure to ETS. 40. The following chart identifies the number of individual cases pending as of 31 December 2021 as against the number pending as of 31 December 2020, along with the number of Engle progeny cases, Broin II cases, and Filter Cases, which are discussed further below. Case Type U.S. Case Numbers 31 December 2021 U.S. Case Numbers 31 December 2020 Change in Number Increase/ (Decrease) Individual Smoking and Health Cases (note 14) 222189 33 Engle Progeny Cases (Number of Plaintiffs) (note 15) 1,071 (1,304)1,400 (1,725) (329) (421) Broin II Cases (note 16) 1,200 1,227 (27) Filter Cases (note 17) 46 48 (2) (Note 14) Out of the 222 pending individual smoking and health cases, six have received adverse verdicts or judgments in the court of first instance or onappeal, and thetotalamount ofthose verdicts or judgments isapproximately US$150.1 million (approximately £110.8 million). (Note 15) The number of Engle progeny cases will fluctuate as cases are dismissed or if any of the dismissed cases are appealed. Please see earlier table inparagraph 35. (Note 16) Broin v. Philip Morris, Inc. was a class action filed in Circuit Court in Miami-Dade County, Florida in 1991 and brought on behalf of flight attendants alleged to have suffered from diseases or ailments caused by exposure to ETS in airplane cabins. In October 1997, RJRT, B&W,Lorillard Tobacco and other cigarette manufacturer defendants settled Broin , agreeing to pay a total of US$300 million (approximately £221.5 million)in three annual US$100 million (approximately£73.8 million) instalments, allocated among the companies by market share, to fund research on the early detection and cure of diseases associated with tobacco smoke. It also required those companies to pay a total of US$49 million (approximately £36.2 million) for the plaintiffs’ counsel’s fees and expenses. RJRT’s portion of these payments was approximately US$86 million (approximately £63.5 million); B&W’s was approximately US$57 million (approximately £42.1 million); and Lorillard Tobacco’s was approximately US$31 million (approximately £22.9 million). The settlement agreement, among other things, limits the types of claims class members may bring and eliminates claims for punitive damages. The settlement agreement also provides that, in individual cases by class members that are referred to as Broin II lawsuits, the defendants will bear the burden of proof with respect to whether ETS can cause certain specifically enumerated diseases, referred to as ‘general causation’. With respect to all other liability issues, including whether an individual plaintiff’s disease was caused by his or her exposure to ETS in airplane cabins, referred to as ‘specific causation’, individual plaintiffs will bear the burden of proof. On 7 September 1999, the Florida Supreme Court approved the settlement. There have been no Broin II trials since 2007. There have been periodic efforts to activate cases and the Group expects this to continue over time. (Note 17) Includes claims brought against Lorillard Tobacco and Lorillard Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibres that were incorporated into filter material used in one brand of cigarettes manufactured by a predecessor to Lorillard Tobacco for a limited period of time ending more than 50 years ago. Pursuant to the terms of a 1952 agreement between P. Lorillard Company and H&V Specialties Co., Inc. (the manufacturer of the filter material), Lorillard Tobacco is required to indemnify Hollingsworth & Vose for legal fees, expenses, judgments and resolutions in cases and claims alleging injury from finished products sold by P. Lorillard Company that contained the filter material. As of 31 December 2021, Lorillard Tobacco and/or Lorillard Inc. was a defendant in 46 Filter Cases. Since 1 January 2019, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$25.9 million (approximately £19.1 million) in settlements to resolve 102 Filter Cases. (d) State Settlement Agreements 41. In November 1998, the major U.S. cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco, entered into the Master SettlementAgreement(MSA) withattorneys generalrepresenting 46 U.S. states, the Districtof Columbiaand certain U.S. territories and possessions. These cigarette manufacturers previously settled four other cases, brought on behalf of Mississippi, Florida, Texas and Minnesota, by separate agreements with each state (collectively and with the MSA, the ‘State Settlement Agreements’). 42. These State Settlement Agreements settled all health care cost recovery actions brought by, or on behalf of, the settling jurisdictions; released thedefending major U.S. cigarette manufacturers fromvarious additional presentand potential future claims;imposed future payment obligations in perpetuity on RJRT, B&W, Lorillard Tobacco and other major U.S. cigarette manufacturers; and placed significant restrictions on their ability to market and sell cigarettes and smokeless tobacco products. In accordance with the MSA, various tobacco companies agreed to fund a US$5.2 billion (approximately £3.8 billion) trust fund to be used to address the possible adverse economic impact of the MSA on tobacco growers. ![]() BAT Annual Report and Form 20-F 2021 258 #### 31 Contingent Liabilities and Financial Commitments Continued 43. RJRT and SFNTC aresubject to the substantial payment obligations under the State SettlementAgreements. Payments underthe State Settlement Agreements are subject to various adjustments for, among other things, the volume of cigarettes sold, relative market share, operating profit and inflation. Reynolds American’s operatingsubsidiaries’ expenses andpayments under the State Settlement Agreements for 2018, 2019, 2020 and 2021 and the projected expenses and payments for 2022 and onwards are set forth below (in millions of U.S. dollars)\*: 201820192020 2021 2022 2023 and thereafter Settlement expenses $2,741 $2,762 $3,572 $3,420 Settlement cash payments $917 $2,918 $2,848 $3,744 Projected settlement expenses $>3,300 $>3,200 Projected settlement cash payments $>3,100 $>3,200 \*Subject to adjustments for changes in sales volume, inflation, operating profit and other factors. Payments are allocated among the companies on the basis of relative market share or other methods. 44. The State Settlement Agreements have materially adversely affectedRJRT’s shipmentvolumes. Reynolds American believes that these settlement obligations may materially adversely affect the results of operations, cash flows or financial position of Reynolds American and RJRT in future periods. The degree of the adverse impact will depend, among other things, on the rate of decline in U.S. cigarette sales in the premium and value categories, RJRT’s share of the domestic premium and value cigarette categories, and the effect of any resulting cost advantage of manufacturers not subject to the State Settlement Agreements. 45. In addition, the MSA includes an adjustment that potentially reduces the annual payment obligations of RJRT, Lorillard Tobacco and the other signatories to the MSA, known as ‘Participating Manufacturers’ (PMs). Certain requirements, collectively referred to as the ‘Adjustment Requirements’, must be satisfied before the Non-Participating Manufacturers (NPM) Adjustment for a given year is available: (i) an Independent Auditor must determine that the PMs have experienced a market share loss, beyond a triggering threshold, to those manufacturers that do not participate in the MSA (such non-participating manufacturers being referred to as NPMs); and (ii) in a binding arbitration proceeding, a firm of independent economic consultants must find that the disadvantages of the MSA were a significant factor contributing to the loss of market share. This finding is known as a significant factor determination. 46. When the Adjustment Requirements are satisfied, the MSA provides that the NPM Adjustment applies to reduce the annual payment obligation of the PMs. However, an individual settling state may avoid its share of the NPM Adjustment if it had in place and diligently enforced during the entirety of the relevant year a ‘Qualifying Statute’ that imposes escrow obligations on NPMs that are comparable to what the NPMs would have owed if they had joined the MSA. In such event, the state’s share of the NPM Adjustment is reallocated to other settling states, if any, that did not have in place and diligently enforce a Qualifying Statute. 47. RJRT and Lorillard Tobacco are or were involved in NPM Adjustment proceedings concerning the years 2003 to 2019. In 2012, RJRT, Lorillard Tobacco, and SFNTC entered into an agreement (the Term Sheet) with certain settling states that resolved accrued and potential NPM adjustments for the years 2003 through 2012 and, as a result, RJRT and SFNTC collectively received, or are to receive, more than US$1.1 billion (approximately £812.1 million) in credits that, in substantial part, were applied to MSA payments in 2014 through 2017. After an arbitration panel ruled in September 2013 that six states had not diligently enforced their qualifying statutes in the year 2003, additional states joined the Term Sheet. RJRT executed the NPM Adjustment Settlement Agreement on 25 September 2017 (which incorporated the Term Sheet). Since the NPM Adjustment Settlement Agreement was executed, an additional 10 states have joined. NPM proceedings are ongoing and could result in further reductions of the companies’ MSA-related payments. 48. On 18 January 2017, the State of Florida filed a motion to join Imperial Tobacco Group, PLC (ITG) as a defendant and to enforce the Florida State Settlement Agreement, which motion sought payment under the Florida State Settlement Agreement of approximately US$45 million (approximately £33.2 million) with respect to the four brands (Winston, Salem, Kool and Maverick) that were sold to ITG in the divestiture of certain assets, on 12 June 2015, by subsidiaries or affiliates of Reynolds American and Lorillard, together with the transfer of certain employees andcertain liabilities, to awholly owned subsidiary of ImperialBrands plc (the Divestiture), referred to as the ‘Acquired Brands’. The motion also claimed future annual losses of approximately US$30 million per year (approximately £22.1 million) absent the court’s enforcement of the Florida State Settlement Agreement. The State’s motion sought, among other things, an order declaring that RJRT and ITG are in breach of the Florida Settlement Agreement and are required, jointly and severally, to make annual payments to the State under the Florida State Settlement Agreement with respect to the Acquired Brands. In addition, on 18 January 2017, PM USA filed a motion to enforce the Florida State Settlement Agreement, asserting among other things that RJRT and ITG breached that agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. On 27 January 2017, RJRT sought leave to file a supplemental pleading for breach by ITG of its obligations regarding joinder into the Florida State Settlement Agreement. The Florida court, on 30 March 2017, ruled that ITG should be joined into the enforcement action. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 259 #### 31 Contingent Liabilities and Financial Commitments Continued 49. After a bench trial, on 27 December 2017 the court entered an order holding that RJRT (not ITG) is liable for annual settlement payments for the Acquired Brands, finding that ITG did not assume liability for annual settlement payments under the terms of the asset purchase agreement relating to the Divestiture and RJRT remained liable for payments under the Florida State Settlement Agreement as to the Acquired Brands. In January 2018, the auditor of the Florida State Settlement Agreement adjusted the final 2017 invoice for the annual payment and amended the 2015 and 2016 invoices for the respective annual payment and the net operating profit penalty for each of those years under the Florida Settlement Agreement, based on the auditor’s interpretation of the court’s order.The adjusted invoices reflected amounts due to both the State of Florida and PM USA.In total, the estimated additional amounts due were US$99 million (approximately £73.1 million) with US$84 million (approximately £62 million) to the State of Florida and US$16 million (approximately £11.8 million) to PM USA.RJRT advised the auditor that it disputed these amounts, and therefore no further amounts were due or would be paid for those years pending the final resolution of RJRT’s appeal of the court’s order.On 23 January 2018, RJRT filed a notice of appeal, and on25 January 2018, RJRT filed an amended notice of appeal, and PM USA filed a notice of appeal as to the court’s ruling as to ITG.On 26 January 2018, the State moved for recovery of its attorneys’ fees and costs from RJRT.The State and PM USA filed a joint motion for the entry of final judgment on 1 February 2018. The court declined to enter a final judgment until after resolution of the dispute between RJRT and PM USA regarding PM USA’s assertion that settlement payment obligations have been improperly shifted to PM USA. On 15 August 2018, the court entered a final judgment in the action (the Final Judgment). As a result of the Final Judgment, PM USA’s challenge to RJRT’s accounting assumptions related to the AcquiredBrands wasrendered moot, subject to reinstatement if ITG joins the Florida State Settlement Agreement or if judgment is reversed. On 29 August 2018, RJRT filed a notice of appeal on the Final Judgment. On 7 September 2018, PM USA filed a notice of appeal with respect to the court’s ruling as to ITG. On 12 September 2018, RJRT filed a motion to consolidate RJRT’s appeal with the appeal filed by PM USA, which was granted on 1 October 2018. Appellate briefing was completed on 6 February 2020. Oral argument, originally scheduled for 7 April 2020, was conducted through video conference on 9 June 2020. On 29 July 2020, Florida’s Fourth District Court ofAppeal affirmed theFinal Judgement. On 12 August 2020, RJRT filed a motion for rehearing or for certification to the Florida Supreme Court of the 29 July 2020 decision. On 10 June 2020, RJRT posted an additional bond in the amount of US$84,102,984.75 (approximately £62.1 million), over the US$103,694,155.08 (approximately £76.6 million) bond initially posted, to cover additional disputed amounts plus two years of statutory interest. The total amount RJRT bonded for its appeal wasUS$187,797,139.83 (approximately £138.6 million). RJRT’s motion for rehearing or certification to the Florida Supreme Court was denied on 18 September 2020 and its motion for review was denied by the Florida Supreme Court on 18 December 2020. On 5 October 2020, RJRT satisfied the Final Judgment (approximately US$192,869,589.86 (approximately £142,400,000))and paid approximately US$3.2 million (approximately £2.4 million) of Florida’s attorneys’ fees. RJRT’s appellate bonds were released to RJRT by order dated 5 November 2020. RJRT is seeking indemnification from ITG in the Delaware action, as described below. 50. On 17 February 2017, ITG filed an action in the Court of Chancery of the State of Delaware seeking declaratory relief against Reynolds American and RJRT. In its complaint, ITG asked the court to declare various matters related to its rights and obligations under the asset purchase agreement (and related documents) relating to the Divestiture with respect to the subject of the Florida enforcement litigation. On 24 March 2017, Reynolds American and RJRT answered the ITG complaint and counterclaimed.Cross-motions for partialjudgment on the pleadings were filed focusing on whether ITG’s obligation to use ‘reasonable best efforts’ to join the Florida State Settlement Agreement continued after the 12 June 2015 closing. On 30 November 2017, following argument, the Delaware court ruled in favour of RJRT, holding that ITG’s obligation to use its reasonable best efforts to join the Florida Settlement Agreement did not terminate due to the closing of the asset purchase agreement relating to the Divestiture. On 4 January 2019, RJRT filed another motion for partial judgment on the pleadings seeking to resolve two contract-interpretation questions under the asset purchase agreement: first, to the extent RJRT is held liable for any settlement payments based on post-closing sales of the Acquired Brands, ITG assumed this liability, and second, that the asset purchase agreement does not entitle ITG to a unique protection from an equity- fee law that does not yet exist in a Previously Settled State. Argument on RJRT’s motion for partial judgment was heard on 4 June 2019. On 23 September 2019, the Delaware Chancery Court declined to resolve, at that time, the first issue, whether ITG had assumed any liability imposed on RJRT for making settlement paymentson ITG’s brands. The court concluded that both sides had presented reasonable interpretations of the asset purchase agreement, which was therefore ambiguous, so the court would receive any parole evidence that may exist to help interpret the intent of the asset purchase agreement on assumed liabilities. The court granted RJRT’s motion on the second issue and ruled that ITG could not refuse to join the Florida State Settlement Agreement unless a joinder exempted it from a future equity-fee statute. On 11 October 2019, ITG filed in the Chancery Court a motion to seek interlocutory appeal in the Delaware Supreme Court on the second issue, which was denied on 31 October 2019. On 31 October 2019, ITG filed a notice of interlocutory appeal directly to the Delaware Supreme Court, which was denied on 7 November 2019. Following the settlement of the Minnesota and Texas enforcement litigation, as described below, claims in the Delaware litigation with respect to those states were voluntarily dismissed by orders entered, respectively, on 7 April 2021 and 2 June 2021. On 20 August 2021,Reynolds American andRJRT amended their counterclaims to account for those settlements, as well as the resolution of the Florida enforcement litigation, described above, which included adding a claim for indemnification for the Final Judgment in Florida. Discovery is ongoing and scheduled to end in early 2022. A hearing on summary judgment motions is scheduled to follow, and trial is scheduled to begin on 8 September 2022. 51. On 26 March 2018, the State of Minnesota filed a motion against RJRT to enforce theMinnesota State Settlement Agreement, which motion sought payments under the Minnesota State Settlement Agreement ofapproximately US$40 million (approximately £29.5 million) with respect to the Acquired Brands. The motion also claimed future annual losses of approximately US$15 million (approximately £11.1 million) absent the court’s enforcement of the Minnesota State SettlementAgreement. ![]() BAT Annual Report and Form 20-F 2021 260 The State of Minnesota also filed a separate complaint against ITG, which complaint sought the same payments. The State’s motion againstRJRT andcomplaint against ITG sought, among other things, an order declaring that RJRT and ITG were in breach of the Minnesota StateSettlement Agreement and werejointly and severally liable tomake annualpayments to the State ofMinnesota underthe Minnesota StateSettlement Agreement with respect totheAcquired Brands. In addition, on 28 March 2018, PM USA filed a motion to enforce the Minnesota State SettlementAgreement,asserting,among other things, that RJRT and ITG breached the Minnesota StateSettlement Agreement byfailing to makesettlement payments as to the Acquired Brands, which PM USA asserted had improperly shifted settlement payment obligations to PM USA. On 27 March 2018, the Minnesota court consolidated the motions to enforce and separate complaint against ITG into oneproceeding captioned In re Petition of the State of Minnesota for an Order Compelling Payments of Settlement Proceeds Related to ITG Brands LLC , Court File No. 62-CV-18- 1912. On 11 June 2018, the court held a scheduling conference in the case and by order dated 21 June 2018, set a discovery schedule for the case, under which discovery is complete. A hearing on the motions to enforce to determine if RJRT and/ or ITG are liable to make payments on the Acquired Brands was held on 26 June 2019. On 24 September 2019, the Minnesota District Court issued an Order and Memorandum, holding RJRT liable for settlementpayments onthe Acquired Brands, and determining the issue of whether ITG is a ‘successor or assign’ of RJRT under the Minnesota State Settlement Agreement is unresolved, reasoning ITG’s status depends on whether it satisfied its post-closing obligation to expend its reasonable best efforts to join the Minnesota State Settlement Agreement. On 23 December 2019, ITG filed a motion in the Minnesota District Court seeking certification ofan appeal of certain questions arising from the 24September 2019 order. On 21 January 2020, a hearing was held on ITG’s motion seeking certification ofan appeal. On 19 February 2020,the Minnesota District Court enteredan Order andMemorandum denying ITG’s motion for certification. A multi-day hearing to determine whether ITG is liable for settlement payments was completed on 9 September 2020. The parties filed post-hearing briefs on 13 November 2020. A status conference was held on 3 March 2021, during which the parties agreed to notify the Court of the status of settlement discussions by 15 March 2021. On 15 March 2021, the parties resolved all claims and an order of dismissal was entered by the Minnesota district court on 17 March 2021. 52. On 28 January 2019, the State of Texas filed motions in the original Texas health care reimbursement case, brought against the tobacco industry that led to the Texas State Settlement Agreement, to join ITG as a defendant and to enforce the Texas StateSettlement Agreement against RJRT and ITG, seeking payment under the Texas State Settlement Agreement of approximately US$125 million (approximately £92.3 million) with respect to the Acquired Brands that were sold to ITG in the Divestiture.The motion also claimed future annual losses of an unspecified amount absent the court’senforcementof the Texas State Settlement Agreement. The State’s motion sought, among other things, an order declaring that RJRT, or in the alternative, ITG, is in breach of the Texas Settlement Agreement and is required to make annual payments to the State under the Texas State Settlement Agreement with respect to the Acquired Brands. In addition, on 29 January 2019, PM USA filed a motion to enforce the Texas State Settlement Agreement, asserting among other things that RJRT and ITG breached that agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. After completion of discovery, a hearing on the motions to enforce was held on 30 October 2019. On 25 February 2020, the Court entereda Memorandum Opinion and Order holding that RJRT remains liable for settlement payments on the Acquired Brands under the Texas Settlement Agreement. The Court further held that, although ITG is unambiguously an assign within the meaning of the Texas Settlement Agreement, a final determination of the scope of ITG’s obligations under the asset purchase agreement is to be determined in the litigation pending before the Delaware Court. Pursuant to the Court’s direction, on 9 March 2020 the parties submitted a status report indicating the remaining issues before the Court include RJRT’s position that the Court should subtract the equity fee payments made on the Acquired Brands by ITG’s distributors from the settlement payments due by RJRT after includingthe Acquired Brands incalculating damages, whether a final judgment should be entered in favour of ITG, whether a partial final judgment should beentered against RJRT and the State’s request for an award of attorneys’ fees and costs against RJRT and/or ITG. On 5 May 2020 the Court entered final judgment (later clarified in a 14 August 2020 amended judgment) on the State’s motion, ordering RJRT to pay all settlement amounts due onthe Acquired Brands underthe Texas Settlement Agreement; granting RJRT a full dollar-for- dollar set-off for all equity fee payments made on the Acquired Brands by ITG or its distributors, but holding RJRT liable for any equity fee payments that are lawfully refunded; and ordering the case closed, to be reopened after ITG’s liability under the asset purchase agreement is determined by the Delaware Court. ITG’s equity fee payments to Texas for the Acquired Brands currently equalapproximately 90%of theannual Texas settlement paymentsfor thosebrands. Thus, the settlement payments for those Acquired Brands exceed ITG’s equity fee paymentsby approximatelyUS$3 million (approximately £2.2 million) per year. As such, RJRT would owe approximately US$3 million (approximately £2.2 million) a year after an equity fee credit. Due to how the profit penalty is allocated, RJRT will pay approximately US$10 million (approximately £7.4 million) less in 2019 in Texas payments than it would have paid had ITG joined, with that trend continuing in future years. However, because ITG made equity fee payments at a substantially lower rate before 2019, and because of how the profit penalty was calculated before now, RJRT owed approximately US$260.4 million (before interest) (approximately £192.2 million) in past payments under the judgment through 2020. On 3 and 4 June 2020, respectively, RJRT and ITG filed notices of appeal of the 5 May 2020 judgment. In August 2020, RJRT filed a notice of appeal, and in September 2020, the State and ITG filed notices of appeal from the portion of the judgment denying the motion to remove the equity fee set-off. RJRT moved to dismiss ITG’s appeal for lack of jurisdiction, which motion was ordered by the Fifth Circuit Court of Appeals to be argued with ITG’s appeal.On 2 November 2020RJRT filed its appellate brief. On 19 January 2021 the parties filed responses. On 21 May 2021, the parties entered into a settlement agreement resolving all claims. On 27 May 2021, the parties filed a stipulation dismissing all claims, and on 28 May 2021, the Fifth Circuit dismissed the parties’ appeals. #### Financial Statements #### Notes on Accounts #### Continued #### 31 Contingent Liabilities and Financial Commitments Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 261 #### 31 Contingent Liabilities and Financial Commitments Continued 53. In June 2015, ITG joined the Mississippi Settlement Agreement. On 26 December 2018, PM USA filed a Motion to Enforce Settlement Agreement against RJRT and ITGalleging RJRT and ITG failed to act in good faith in calculating the base-year net operating profits for the Acquired Brands, claiming damages of approximately US$6 million (approximately £4.4 million) through 2017. On 21 February 2019, the Chancery Court of Jackson County, Mississippi held a scheduling conference and issued a discovery schedule order. A hearing on PM USA’s Motion to Enforce Settlement Agreement originally scheduled for 3-6 May 2021 was adjourned on consent of the parties to 11-12 August 2021. On 8 June 2021, PM USA and RJRT entered into a settlement agreementresolving the outstandingpayment calculation issues. On 11 June 2021, the Mississippi Chancery Court entered an order withdrawing PM USA’s motion to enforce. On 3 December 2019, the State of Mississippi filed a Notice of Violation and Motion to Enforce the Settlement Agreement in the Chancery Court of Jackson County, Mississippi against RJRT, PM USA and ITG, seeking a declaration that the base year 1997 net operating profit to be used in calculating the Net Operating Profit Adjustment was not affected by the change in the federal corporate tax rate in 2018 from 35% to 21%, and an order requiring RJRT to pay the approximately US$5 million (approximately £3.7million) difference in its 2018 payment because of this issue. Determination of this issue may affect RJRT’s annual paymentthereafter. A hearing on Mississippi’s Motion to Enforce Settlement Agreement occurred on 6-7 October 2021. 54. In January 2021, RJRT reached an agreement withseveral MSA states to waive RJRT’s claims under the MSA in connection with a settlement between those MSA states and a non-participating manufacturer, S&M Brands, Inc. (S&M Brands), under which the states released certain claims against S&M Brands in exchange for receiving a portion of the funds S&M Brands had deposited into escrow accounts in those states pursuant to the states’ escrow statutes. Inconsideration for waiving claims, RJRT, together with SFNTC, received approximately $55.4 million from the escrow funds paid to those MSA states under their settlement withS&M Brands. Tobacco-Related LitigationOutside the U.S. 55. As at 31 December 2021: a. medical reimbursement actions are being brought in Angola, Brazil, Canada, Nigeria and SouthKorea; b. class actions are being brought in Canada and Venezuela; and c. active tobacco product liability claims against the Group’s companies existed in 12 markets outside the U.S. The only markets with five or more claims were Argentina, Brazil, Canada, Nigeria andItaly. (a) Medical reimbursement cases Angola 56. In or about November 2016, BAT Angola affiliate Sociedade Unificada de Tabacos de Angola (SUT) was served with a collective action filed in the Provincial Court of Luanda, 2nd Civil Section, by the consumer association Associação Angolana dos Direitos do Consumidor (AADIC). The lawsuit seeks damages of AOA 800,000,000(approximately £1,000,000) allegedly incurred by the Angolan Instituto Nacional do Controlo do Cancro (INCC) for the cost of treating tobacco-related disease, non-material damages allegedly sufferedby certain individual smokers on the rolls of INCC, and the mandating of certain cigarette package warnings. SUT filed its answer to the claim on or about5 December 2016. The case remains pending. Argentina 57. In 2007, the non-governmental organisationthe Argentina Tort Law Association (ATLA) and Emma Mendoza Voguet brought a reimbursement action against Nobleza Piccardo S.A.I.C.y.F. (Nobleza) and Massalín Particulares. The case is being heard in the Contentious Administrative Court. The parties filed conclusive briefs on 20 May 2019. On 11 May 2021, the Court dismissed the case on the basis of plaintiffs’ lack of legal standing to bring the suit. Plaintiffs did not appeal within the applicable deadline and accordingly the judgment dismissing the case has become final. Canada 58. On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed thelower court’s previous decision in two Quebec class actions (the Quebec Class Actions), as further described below. The share of the judgment for Imperial, the Group’s operating companyin Canada, is approximately CAD $9.2 billion (approximately £5.4 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £443 million) on deposit with the court. JTI- MacDonald Corp (a co-defendant in the cases) filed for creditor protection underthe Companies’Creditors ArrangementAct (the CCAA) on 8 March 2019. A court order to stay all tobacco litigation in Canada against all defendants (including RJRT and its affiliate R.J. Reynolds Tobacco International Inc. (collectively, the RJR Companies)) until 4 April 2019 was obtained, and the need for a mediation process to resolve all the outstanding litigation across the country was recognised. On 12 March 2019 Imperial filed for creditor protection under the CCAA. In its application Imperial asked the Ontario Superior Court to stay all pending or contemplated litigationagainst Imperial, certain of its subsidiaries and all other Group companies that were defendantsin the Canadian tobacco litigation, including British American Tobacco p.l.c. (theCompany), Investments, Industriesand Carreras Rothmans Limited (collectively, the UK Companies). On 22 March 2019, Rothmans, Benson & Hedges Inc. also filed for CCAA protection andobtaineda stayof proceedings(together with the other two stays, the Stays). The Stays are currently in place until 31 March 2022. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to any of the defendants. 59. The below represents the state of the referenced litigation as at the advent of the Stays. 60. Following the implementation of legislation enablingprovincial governments to recover health-care costs directly from tobacco manufacturers, 10 actions for recovery of health-care costs arising from the treatment of smoking- and health-related diseases have been brought. These proceedings name various Groupcompanies as defendants, including the UK Companies and Imperial as well as the RJR Companies. Pursuant to the terms of the 1999 sale of RJRT’s international tobacco business to Japan Tobacco Incorporated (JTI), JTI has agreed to indemnify RJRT for all liabilities and obligations (including litigation costs) arising in respect of the Canadian recoupment actions. Subject to a reservation of rights, JTI has assumed the defence of the RJR Companies in these actions. 61. The 10 cases were proceeding in British Columbia, New Brunswick, Newfoundlandand Labrador, Ontario, Quebec, Manitoba, Alberta, Saskatchewan, NovaScotia andPrinceEdward Island. Theenabling legislation is in force in all 10 provinces. In addition, legislation has received Royal Assent in two of the three territories in Canada, but has yet to be proclaimed into force. ![]() BAT Annual Report and Form 20-F 2021 262 #### 31 Contingent Liabilities and Financial Commitments Continued Canadian province Act pursuant to which Claimwas brought Companies named as Defendants Current stage British ColumbiaTobacco Damages and HealthCare Costs Recovery Act 2000 Imperial, Investments, Industries, Carreras Rothmans Limited, the RJR Companies and other former RothmansGroup companies have been named as defendants and served. The defences ofImperial, Investments, Industries, Carreras Rothmans Limited and the RJR Companies have been filed, and document production and discoveries were ongoing. On 13 February 2017 the Province delivered an expert report dated October 2016, quantifying its damages in the amount of CAD$118 billion (approximately £69 billion). No trial date has been set. The federal government is seeking CAD$5 million (approximately £2.9 million) jointly from all the defendants in respect of costs pertaining to the third-party claim, now dismissed. New Brunswick Tobacco Damages and HealthCare Costs Recovery Act 2006 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. The defences of Imperial, the UK Companies and the RJR Companies have been filed and document production and discoveries are substantially complete. The most recent expert report filed by the Province estimated a range of damages between CAD $11.1 billion (approximately £6.5 billion) and CAD $23.2 billion (approximately £13.6 billion), including expected future costs. Following a motion to set a trial date, the New Brunswick Court of Queen’s Bench ordered that thetrial commenceon 4 November 2019. On 7 March 2019, the New Brunswick Court of Queen’s Bench released a decision which requires the Province to produce a substantialamount ofadditional documentationand data to the defendants. As a result, the original trial date of 4 November 2019 would have been delayed. No new trial date has been set. Ontario Tobacco Damages and HealthCare Costs Recovery Act 2009 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. The defences of Imperial, the UK Companies and the RJR Companies have been filed. The parties completed significant document production in the summer of 2017 and discoveries commenced in the autumn of 2018. On 15 June 2018, the Province delivered an expert report quantifying its damages in the range of CAD$280 billion (approximately £163.7 billion) – CAD$630 billion (approximately £368.2 billion) in 2016/2017 dollars for the period 1954 – 2060, and the Province amended the damages sought in its Statement of Claim to CAD$330 billion (approximately £192.9 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional amount between CAD $9.4 billion (approximately £5.5 billion) and CAD$10.9 billion in damages (approximately £6.4 billion) in respect of ETS. No trial date has been set. Newfoundland and Labrador Tobacco Health Care Costs Recovery Act 2001 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. The case is at an early case managementstage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the Province began its document production in March 2018. Damages have not been quantified by the Province. No trial date has been set. Saskatchewan Tobacco Damages and HealthCare Costs Recovery Act 2007 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. This case isat an earlycase management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the Province has delivered a test shipment of documents. Damages have not been quantified by the Province. No trial date has been set. Manitoba TobaccoDamages Health Care Costs Recovery Act 2006 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. This case isat an earlycase management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and document production commenced. Damages have not been quantified by the Province. No trial date has been set. Alberta Crown’s Right of Recovery Act 2009 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. This case isat an earlycase management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the Province commenced its document production. The Province has stated its claim to be worth CAD$10 billion (approximately £5.8 billion). No trial date has been set. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 263 Canadian province Act pursuant to which Claimwas brought Companies named as Defendants Current stage Quebec Tobacco Related Damages and Health Care CostsRecovery Act 2009 Imperial, Investments, Industries, the RJR Companies and CarrerasRothmans Limited have been named as defendants and served. The case is at an early case managementstage. The defences of Imperial, Investments, Industries, Carreras Rothmans Limited and the RJR Companies have been filed. Motions over admissibility of documents and damages discovery have been filed but not heard. The Province is seeking CAD$60 billion (approximately £35.1 billion). No trial date has been set. PrinceEdwardIsland Tobacco Damages and HealthCare Costs Recovery Act 2009 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. This case isat an earlycase management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the next step was expected to be document production, which the parties deferred for the time being. Damages have not been quantified by the Province. No trial date has been set. Nova Scotia Tobacco HealthCare Costs Recovery Act 2005 Imperial, the UK Companies and the RJR Companies havebeen named as defendants and served. This case isat an earlycase management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed. The Province provided a test document production in March 2018. Damages have not been quantified by the Province. No trial date has been set. Nigeria 62. British American Tobacco (Nigeria) Limited (BAT Nigeria), the Company and Investments have been named as defendants in a medical reimbursementaction by the federalgovernmentof Nigeria, filed on 6November 2007 inthe Federal High Court, and insimilar actions filed by the Nigerian states of Kano (9 May 2007), Oyo (30 May 2007), Lagos (13 March 2008), Ogun (26 February 2008), and Gombe (17 October 2008) commenced in their respective High Courts. In the five cases that remain active, the plaintiffs seek a total of approximately 10.6 trillionNigerian naira(approximately £14.9 billion) indamages, including special, anticipatory andpunitivedamages, restitution and disgorgement of profits, as well as declaratory and injunctive relief. 63. The suits claim that the state and federal government plaintiffs incurred costs related to the treatment of smoking-related illnesses resulting from allegedly tortious conduct by the defendants in the manufacture, marketing, and sale of tobacco products in Nigeria, and assert that the plaintiffs are entitled to reimbursement for such costs. The plaintiffs assert causes of action for negligence, negligentdesign, fraud and deceit,fraudulent concealment, breachof express andimplied warranty,public nuisance, conspiracy, strict liability, indemnity, restitution,unjust enrichment, voluntary assumption of aspecial undertaking, and performance of another’sduty to the public. 64. The Company and Investments have made a number of challenges to the jurisdiction of the Nigerian courts. Such challenges are still pending (on appeal)against the federalgovernmentand thestates ofLagos, Kano, Gombe andOgun. The underlying cases are stayed or adjourned pending the final outcome of these jurisdictional challenges. In the state of Oyo, on 13 November 2015, and 24 February 2017, respectively, the Company’s and Investments’ jurisdictional challenges were successful in the Court of Appeal and the issuance of the writ of summons was set aside. South Korea 65. In April 2014, Korea’s National Health Insurance Service (NHIS) filed a healthcare recoupment action against KT&G (a Korean tobacco company), PM Korea and BAT Korea (including BAT Korea Manufacturing). The NHIS is seeking damages of roughly 54 billion Korean Won (approximately £33.5 million) in respect of health care costs allegedly incurred by the NHIS treating patients with lung (small cell and squamous cell) and laryngeal (squamous cell) cancer between 2003 and 2012. Court hearings in the case, which constitute the trial, commenced in September 2014. On 20 November 2020, the court issued a judgment in favour of the defendants and dismissing all of the plaintiff’s claims. The NHIS filed an appeal of the judgment on 11 December 2020. Appellate proceedings commenced in June 2021 and remain ongoing. #### 31 Contingent Liabilities and Financial Commitments Continued ![]() BAT Annual Report and Form 20-F 2021 264 #### 31 Contingent Liabilities and Financial Commitments Continued Brazil 66. On 21 May 2019, the Federal Attorney’s Office (AGU) in Brazil filed an action in the Federal Court of Rio Grande do Sul against the Company, the BAT Group’s Brazilian subsidiary Souza Cruz LTDA (Souza Cruz), Philip Morris International, Philip Morris Brazil Indústria e Comércio LTDA and Philip Morris Brasil S/A, asserting claims for medical reimbursement for funds allegedly expended by the federalgovernment as publichealth care expenses to treat 26 tobacco-related diseases over the last five years and that will be expended in perpetuity during future years, including diseases allegedly caused both by cigarette smoking and exposure to ETS. The action includes a claimfor moral damages allegedly suffered byBrazilian society to be paid into a public welfare fund. The action is for an unspecified amount of monetary compensation, as the AGU seeks a bifurcated action in which liability would be determined in the first phase followed by an evidentiary phase toascertain damages. 67. On 19 July 2019, the trial court ordered that service of the action on the Company be effected via service on Souza Cruz. On 6 August 2019, Souza Cruz refused to receive service on behalf of the Company due to Souza Cruz’s lack of power to receive the summons on behalf of the Company and such refusal was attached to the case files on 9 August 2019. On 7 August 2019, Souza Cruz was served with the complaint by the AGU and Souza Cruz’s acknowledgement of service was attached to the case files on 12 August 2019. 68. On 19 August 2019, Souza Cruz filed an interlocutory appeal challenging the 19 July 2019 trial court order permitting the AGU to effect service on the Company by serving Souza Cruz and requesting a stay of the proceedings until the appeal is decided. Souza Cruzalso appealed thefact that severaldocuments attached to the AGU’s complaint are in English, without proper translation, and it also appealed the very short term of 30 days for thedefendants to prepare theirdefences. 69. On 20 August 2019, Souza Cruz informed the trial court about the appeal andthe trial court entered anorder, which ordered the closure of the online system preventing the parties from submitting any petition so that no prejudice would be caused to the defendants and permitted the AGU, within 15 days of its notification, to respond to the argument that the service of a foreigndefendant via itsBrazilian subsidiary constituted improper service. On 21 August 2019, the substitute reporting judge of the appellate court, having been notified that the trial court judge had in the meantime issued a new decision (thereby revoking the previous decision), ruled that the appeal filed hadthereforebeen renderedmoot. The AGU filedits submission in the trial court on 19 September 2019, and Souza Cruz filed a reply submission on 25 September 2019. Souza Cruz reported on 4 February 2020 that the trial court ruled that service of the Company via its Brazilian subsidiary constituted proper service, denied the request for additional time to file defences, denied the request to have the foreign language documents attached to the initial complaint fully translated into Portuguese, and ordered that defences be filed within 30 business days.On 18 February 2020, Souza Cruz filed an interlocutory appeal (including a request to stay the deadline to file defences). On 12 March 2020, the court denied the request for a stay. On 11 May 2020, the Company filed a petition to intervene in Souza Cruz’s interlocutory appeal. On 17 June 2020, AGU filed its opposition to Souza Cruz’s interlocutory appeal. The Company filed a reply submission on 8 July 2020. On 15 July 2020, the court denied the interlocutory appeal. Souza Cruz and the Company submitted on 6 August 2020 requests for clarification of this appellate decision. The court granted the Company’s request to intervene, and rejected Souza Cruz and the Company’s request for clarification of the appellate decision, which decision became final on 6 June 2021. Souza Cruz and the Company filed their respective defences on 12 May 2020. On 19 May 2020, a notice was sent to the Public Prosecutor’s Office (MPF) regarding the AGU’s request that the MPF join the action as a plaintiff. The MPF, in its response filed 10 July 2020, rejected the AGU’s request, and declined to join the action as party, but will act as an ‘inspector of the law’, which enables MPF to express its opinion on matters in the case. The court to date has not opened up the term for the AGU to reply to the defences presented. On 19 February 2021, the Associação de Controle do Tabagismo, Promoção da Saúde (ACT) filed a petition seeking to intervene in the case as amicus curiae, which petition remains pending. On 25 March 2021 and 26 March 2021, respectively, Souza Cruz and PMB filed petitions requesting that ACT’s powers be limited should ACT be admitted as amicus curiae. On 19 May 2021, ACT filed a brief in further support of its amicus curiae petition. On 8 August 2021, the Company responded to ACT’s request to intervene as amicus curiae, arguing that ACT’s request should be rejected or in the alternative that the scope of ACT’s intervention rights should be limited. On 31 August 2021, ACT responded to the Company’s submission. A court ruling on ACT’s petition is pending. (b) Class Actions Canada 70. As noted above, on 1 March 2019 the Quebec Court of Appeal handed down ajudgment which largely upheldand endorsed the lower court’s previous decision in two Quebec Class Actions, as further described below. Imperial’s share of the judgment is approximately CAD$9.2 billion(approximately £5.4 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £443 million) on deposit with the court. JTI-MacDonald Corp (a co-defendant in the cases) filed for creditor protection under the CCAA on 8 March 2019. A court order to stay all tobacco litigation in Canada against all defendants (including the RJR Companies) until 4 April 2019 was obtained, and the need for a mediation process to resolve all the outstanding litigation across the country was recognized. On 12 March 2019 Imperial filed for protection under the CCAA. In its application Imperial asked the Ontario Superior Court to stay all pending or contemplated litigation against Imperial, certain of its subsidiaries and all other Group companies that weredefendants inthe Canadian tobacco litigation, including the UK Companies. On 22 March 2019, Rothmans, Benson & Hedges Inc. also filed for CCAA protection and obtained a stay of proceedings(together with theother two stays,the Stays). The Stays are currently in place until 31 March 2022. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to any of the defendants. 71. The below represents the state of the referenced litigation as at the advent of the Stays. 72. There are 11 class actions being brought in Canada against Group companies. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 265 #### 31 Contingent Liabilities and Financial Commitments Continued 73. Knight Class Action : the Supreme Court of British Columbia certified a class of all consumers who purchased Imperial cigarettes in British Columbia bearing ‘light’ or ‘mild’ descriptors since 1974. The plaintiff is seeking compensation for amounts spenton ‘light andmild’ productsand a disgorgement of profits from Imperial on the basis that the marketing of light and mild cigarettes was deceptive because it conveyed a false and misleading message that those cigarettes are less harmful than regular cigarettes. 74. On appeal, the appellate court confirmed the certification of the class, but limited any financial liability, if proven, to 1997 onward. Imperial’s third-party claim against the federal government was dismissed by the Supreme Court of Canada. The federal government is seeking a cost order of CAD$5 million (approximately £2.9 million) from Imperial relating to its now dismissed third-party claim. After being dormant for several years, the plaintiff delivered a Notice of Intention to Proceed, and Imperialdelivered anapplicationto dismiss the action for delay. The application was heard on 23 June 2017 and was dismissed on 23 August 2017. Notice to class members of certification was provided on 14 February 2018. As at the date of the Stays, the next steps were expected to include discovery- related ones. 75. Growers’ Class Action : in December 2009, Imperial was served with a proposed class action filed by Ontario tobacco farmers and the Ontario Flue-Cured Tobacco Growers’ Marketing Board. Theplaintiffs allegethat Imperial and theCanadian subsidiaries of Philip Morris International and JTI failed to pay the agreed domestic contract price to the growers used in products manufactured for the export market and which were ultimately smuggled back into Canada. JTI has sought indemnification pursuant to the JTI Indemnities (discussed below atparagraphs 137-138). Theplaintiffs seek damages in the amount of CAD$50 million (approximately £29.2 million). Various preliminary challenges havebeen heard, the last being a motion for summary judgment on a limitation period. The motion was dismissed and ultimately, leave to appeal to the Ontario Court of Appeal was dismissed in November 2016. In December 2017, the plaintiffs proposed that the action proceed by way of individual actions as opposed to a class action. The defendants did not consent. As at the date of the Stays, the claim was in abeyance pending further action from the plaintiffs. 76. Quebec Class Actions : there are currently two class actions in Quebec. On 21 February 2005, the Quebec Superior Court granted certification in two class actions against Imperial and two other domestic manufacturers. The court certified two classes, with the class definitions being revised in the judgment rendered 27 May 2015. One class consists of residents of Quebec who (a) smoked before 20 November 1998 at least 12 pack years of cigarettes manufactured by the defendants; and (b) were diagnosed before 12 March 2012 with: lung cancer, or cancer (squamous cell carcinoma)of thethroat,or emphysema. The group also includes the heirs of persons deceased after 20 November 1998 who meet the criteria described above. The second consists of residents of Quebec who, as of 30 September 1998, were addicted to nicotine contained in cigarettes and who in addition meet the following three criteria: (a) they started smoking before 30 September 1994 by smoking cigarettes manufactured by the defendants; (b) between 1 September and 30 September 1998 theysmoked onaverage at least 15 cigarettes manufactured by the defendants on a daily basis; and (c) they still smoked an average of at least 15 cigarettes manufactured by the defendantsas of 21February 2005, or until their death if it occurred before that date. The group also includes the heirs of members who meet the criteria described above. Pursuant to the judgment, the plaintiffs were awarded damages and interest against Imperial and theCanadian subsidiaries ofPhilipMorris International and JTI in the amount of CAD$15.6 billion (approximately £9.1 billion), most of which was on a joint and several basis, of which Imperial’s share was CAD$10.4 billion (approximately £6.1 billion). An appeal of the judgment was filed on 26 June 2015. The court also awarded provisional execution pending appeal of CAD$1,131 million (approximately £661.1 million), of which Imperial’s share was approximatelyCAD$742 million (approximately £433.7million). Thisorder was subsequently overturned by the Court of Appeal. Following the cancellation of the order for provisional execution, the plaintiffs filed a motionagainst Imperial andone othermanufacturer seeking security in the amount of CAD $5 billion (approximately £2.9 billion) to guarantee, in whole or in part, the payment of costs of the appeal and the judgment. On 27 October 2015, the Court of Appeal ordered the parties to post security in the amount of CAD$984 million (approximately £575.1 million), of which Imperial’s share was CAD$758 million (approximately £443 million). The security was paid in seven equal quarterly instalments ofjust overCAD$108 million (approximately £63.1 million) between 31 December 2015 and 30 June 2017. The appeal was heard in November 2016. On 1 March 2019, the trial judgment was upheld by a unanimous decision of the five-member panel of the Court of Appeal, with one exception being an amendment tothe original interest calculation applied to certain portions of the judgment. The interest adjustment has resulted in the reduction of the total maximum award in the two cases to CAD $13.7 billion (approximately £8 billion) as of 1 March 2019, with Imperial’s share being reduced to approximately CAD $9.2 billion (approximately £5.4 billion). The Court of Appeal also upheld the payment of the initial deposits into thedefendants’ solicitors’ trusts account within 60 days, totallingapproximately CAD $1.13 billion(approximately £660.5 million), of which Imperial’s share was recalculated by the Court of Appeal as CAD $759 million (approximately £443.6 million). Imperial has already paid CAD $758 million (approximately £443 million) into court as security for the judgment. 77. Other Canadian Smoking and Health Class Actions : seven putative class actions, described below, have been filed against various Canadianand non-Canadian tobacco-related entities, including the UK Companies, Imperial and the RJR Companies, in various Canadian provinces. In these cases, none of which have quantified their asserted damages, the plaintiffs allege claims based onfraud, fraudulent concealment, breachof warranty of merchantability, and offitness for aparticular purpose, failuretowarn, design defects, negligence,breach of a ‘special duty’ to children and adolescents, conspiracy, concert of action,unjust enrichment, market shareliability and violationsof various trade practicesand competition statutes. Pursuant to the terms of the 1999 sale of RJRT’s international tobacco business, and subject to a reservation of rights, JTI has assumed the defence of the RJR Companies in these seven actions (Semple, Kunka, Adams, Dorion, Bourassa, McDermid and Jacklin, discussed below). ![]() BAT Annual Report and Form 20-F 2021 266 #### 31 Contingent Liabilities and Financial Commitments Continued 78. In June 2009, four smoking and health class actions were filed in Nova Scotia (Semple), Manitoba (Kunka), Saskatchewan (Adams)and Alberta (Dorion) against various Canadian and non-Canadian tobacco-related entities, including the UK Companies, Imperial andthe RJR Companies. In Saskatchewan, the Company, Carreras RothmansLimitedand Ryesekksp.l.c. have been released from Adams, and the RJR Companies have brought a motion challenging the jurisdiction of the court. There are service issues in relation to Imperial and the UK Companies in Alberta and in relation to the UK Companies in Manitoba. The plaintiffs did not serve their certification motion materials and no dates for certification motions were set. 79. In June 2010, two further smoking and health class actions were filed in British Columbia against various Canadian and non-Canadian tobacco-related entities, including Imperial,the UK Companies and the RJR Companies. The Bourassa claim is allegedly on behalf of all individuals who have suffered chronic respiratory disease and the McDermid claim proposes a class based on heart disease. Both claims state that they have been brought on behalf of those who have ‘smoked a minimum of 25,000 cigarettes’. The UK Companies, Imperial, the RJR Companies and other defendantsobjected tojurisdiction. Subsequently, the Company,Carreras Rothmans Limited and Ryesekks p.l.c. werereleased fromBourassa andMcDermid. Imperial, Industries, Investmentsand the RJR Companies remain as defendants in both actions. The plaintiffs did not serve their certification motion materials and no dates for certification motions were set. 80. In June 2012, a smoking and health class action was filed in Ontario(Jacklin) against variousCanadian and non-Canadian tobacco-relatedentities, including the UKCompanies, Imperial and the RJR Companies. The claim has been in abeyance. Venezuela 81. In April 2008, the Venezuelan Federation of Associations of Users and Consumers (FEVACU) and Wolfang Cardozo Espinel and Giorgio Di Muro Di Nunno, acting as individuals, filed a class action against the Venezuelan government. The class action seeks regulatory controls on tobacco and recovery of medical expenses for future expenses of treating smoking- related illnesses in Venezuela. Both C.A Cigarrera Bigott Sucs. (CigarreraBigott), aGroup subsidiary, and ASUELECTRIC, represented by its president Giorgio Di Muro Di Nunno (who had previously filed as an individual), have been admitted as third parties by the Constitutional Chamber of the Supreme Court of Justice. A hearing date for the action is yet to be scheduled. On 25 April 2017 and on 23 January 2018, Cigarrera Bigott requested the court to declare the lapsing of the class action due to no proceedings taking place in the case in over a year. A ruling on the matter is yet to be issued. (c) Individual Tobacco-Related Personal Injury Claims 82. As at 31 December 2021, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (23), Italy (11), Canada (5), Argentina (5), Chile (4) and Ireland (2). There were a further two jurisdictions with one active case only. Out of the 52 active individual tobacco related personal injury claims, one case in Argentina (Baldassare) received an unfavourable verdict as at 31 December 2021. In that case, a first instance judgment, issued on 28 December 2020, awarded damages to the plaintiff in the amount of ARS 685,976(approximately £5,000)in compensatory damages and ARS 2,500,000 (approximately £18,000) in punitive damages (plus interest). BAT Argentina filed a notice of appeal of the judgment on 3 February 2021. Non-Tobacco-RelatedLitigation VUSE Litigation 83. On 22 July 2020, Nicholas Bernston filed a personal injury action in the Northern District of Oklahoma against JUUL Labs Inc. (JUUL), Altria Client Services, LLC, RJR Vapor, Reynolds American, and others. The complaint seeks damages for personal injuries (including pneumonia and acute respiratory failure) allegedly resulting from vaping on several theories, including strict liability, negligence, and breach of implied warranty of merchantability. On 24 July 2020, JUUL notified the JPML that this case could be a potential tag-along in the JUUL MDL. On 5 August 2020, the Judicial Panel on Multidistrict Litigation entereda conditionaltransfer ordertransferring the case to the Northern District of California. That order became effective on 12 August 2020, and this case now is a member case in the JUUL multidistrict litigation (MDL). On 13 October 2020, RJR Vapor and Reynolds American moved to dismiss the complaint or, in the alternative, for a stay or a suggestion of remand to the Northern District of Oklahoma. On 16 October 2020, the MDL court issued an order staying those motions to dismiss. The case will remain pending against Reynolds American and RJR Vapor, but they will not be subject to discovery or other pretrial obligations absentfurther order from the court. Croatian DistributorDispute 84. BAT Hrvatska d.o.o u likvidaciji and British American Tobacco Investments (Central andEastern Europe) Limitedare named as defendants in a claim by Mr Perica received on 22 August 2017and brought beforethe commercial court ofZagreb, Croatia. Mr Perica seeks damages of HRK 408,000,000 (approximately £45.6 million) relating to a BAT Standard Distribution Agreement dating from 2005. BAT Hrvatska d.o.oand British AmericanTobacco Investments(Central and Eastern Europe) Ltd filed a reply to the statement of claim on 6 October 2017. A hearing had been scheduled to take place on 10 May 2018, but it was postponed due to a change of the judge hearing the case. The CommercialCourt in Zagreb declared they do not have jurisdiction and that the competent court to hear this case is the Municipal Court in Zagreb. TDR d.o.o. is also named as the defendant in a claim by Mr Perica received on 30 April 2018 and brought before the commercial court of Zagreb, Croatia. Mr. Perica seeks payment in the amount of HRK 408,000,000 (approximately £45.6 million) claiming that BAT Hrvatska d.o.o. transferred a business unit to TDR d.o.o, thus giving rise to a liability of TDR d.o.o. for the debts incurred by BAT Hrvatska d.o.o, on the basis of the provisions of Croatian civil obligations law. A response to the statement of claim was filed on 30 May 2018. The Commercial Court in Zagreb declared they do not have jurisdiction and that the competent court to hear this case is the Municipal Court in Pula. Mr Perica filed an appeal against this decision which was rejected by the High Commercial Court of The Republic of Croatia confirming therewith that the competent court to hear this case is the Municipal Court in Pula. The Municipal Court in Zagreb has decided that the claims by Mr Perica initiated on 22 August 2017 and 30 April 2018 shall be heard as one case in front of the Municipal Court of Zagreb. After the two hearings have been held, the Municipal Court of Zagreb has appointed the court financial and auditing appraisal to determine thevalue of Mr Perica’sclaim. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 267 #### 31 Contingent Liabilities and Financial Commitments Continued BAT/Reynolds AmericanInc. Shareholder Litigation 85. Following the Company’s acquisition of the remaining 57.8% of Reynolds American in July 2017, pursuant to North Carolina law, under which Reynolds American was incorporated, a number of Reynolds American shareholdersdissented and asserted their rights to a judicial appraisal of the value of their Reynolds American stock. On 29 November 2017, Reynolds American filed a Complaint forJudicial Appraisal in state court in North Carolina against 20 dissenting shareholders holding an aggregate of approximately 9.65 million shares. The complaint asked the court to determine the fair value of the dissenting shareholders’ sharesin ReynoldsAmerican and any accrued interest. A trial was held in June 2019, at which the dissenters sought US$92.17 per share plus interest. On 27 April 2020, the court issued its final judgment upholdingReynolds American’s proposed valuation of $59.64 per share and concluding that no further payment is due to the dissenters for their shares. Dissenting shareholdersholding anaggregate of approximately 6.52 million shares filed a notice of appeal to the North Carolina Supreme Court. On 17 December 2021, the North Carolina Supreme Court issued an opinion affirming the Business Court’s determination, and on21 January 2022 the dissenters’ deadline to seek further review expired, meaning that this matter is now concluded. Patents Litigation 86. Certain Group companies are party to a number of patent litigation cases and procedural challenges concerning the validity of patents owned by or licensed to them and/or the alleged infringement of third-parties’patents. 87. On 22 June 2018, an affiliate of Philip Morris International (PMI) commenced proceedings against British American Tobacco Japan, Ltd. (BAT Japan)in theJapanese courts challenging the import, export, sale and offer of sale of the glo device and of the NeoStiks consumable in Japan at the time the claim was brought (and earlier models of the glo device), alleging that the glo devices directly infringe certain claims of two Japanese patents that have been issued to the PMI affiliate and that the NeoStiks indirectly infringe certain claims of those patents. On 17 January 2019, the PMI affiliate introduced new grounds of infringement, alleging that the glo device also infringes some other claims in the two PMI affiliate’s Japanese patents. Damages for the glo device and NeoStik are claimed in the court filing, to the amount of 100 million Yen (approximately £641,000). The PMI affiliate has also filed a request for injunction with respect to the glo device. BAT Japan denies infringement and is challenging the validity of the two PMI affiliate’s Japanese patents. 88. Fuma International LLC (Fuma) filed two separate patent infringement complaints in the U.S. District Court for the Middle District of North Carolina against RJR Vapor on 6 March 2019 and 2 July 2019, each alleging that Vuse Solo and Vuse Ciro products infringe a patent. The two complaints were consolidated into a single proceeding involving both asserted Fuma patents. The parties resolved this matter pursuant to a Confidential Settlement andLicense Agreement effective 29 November 2021. 89. On 9 April 2020, Nicoventures Trading Limited (Nicoventures) commenced an action in the England and Wales High Court (Patents Court) against Philip Morris Products S.A. (PMP) for revocation against three divisional patents in the same family, of which PMP is the proprietor (a further divisional patent inthesame family was added into the revocation action on 9 July 2020). On 12 May 2020 PMP filed its defence together with acounterclaim for patent infringement against Nicoventures and Investments concerning prototype examples or production samples of certain ‘glo’ tobacco heating devices. PMPare seeking aninjunction, an orderfor delivery up or a destruction upon oath of all infringing articles, and either anaccount of profitsor damages on commercial sales (and interest thereon). On 12 June 2020, Nicoventures and Investments filed their defence to the counterclaim. The trial of this action took place between 18-25 May 2021. On 14 July 2021 the England and Wales High Court (Patents Court) handed down its judgment finding that all four divisional patents were invalid for lack of an inventive step and consequently, that PMP’s counterclaim failed. On 2 November 2021, PMP filed a request forpermission toappeal. 90. On 28 May 2020 Altria Client Services LLC and U.S. Smokeless Tobacco Company LLC commencedproceedings against RJR Vapor before the U.S. District Court for the Middle District of North Carolina against the vapour products Vuse Vibe and Vuse Alto, and the tin used in the modern oral product Velo. Nine patents in total were asserted: two against Vibe, four against Alto and three against Velo. On 5 January 2021, Altria filedan Amended Complaint adding Modoral Brands Inc. as a defendant with respect to the Velo product claims. The plaintiffs have sought damages but have not to date sought preliminary or permanentinjunctions. RJR Vapor has respondedtothe complaint.The partiesconducted a one-day mediation session in August 2021, but were unable to resolve the dispute. A claim construction hearing was held on 28 April 2021, and the court issued its claim construction ruling on 12 May 2021. Fact discovery, expert discovery, and summary judgment briefings are completed. No date has been set for a summary judgment hearing, and no trial date has been set. 91. On 9 April 2020, RAI Strategic Holdings, Inc. and RJR Vapor commenced an action in the U.S. District Court for the Eastern District of Virginia against Altria Client Services LLC, Philip Morris USA, Inc., Altria Group, Inc., Philip Morris International, Inc., and Philip Morris Products S.A. (collectively, Philip Morris) for infringement of six patents based on the importation and commercialization within the United States of IQOS. On 8 May 2020 and 12 June 2020, Philip Morris filed Inter Partes Review (IPR) petitions in the U.S. Patent Office challenging the validity of each of the six patents asserted. On 29 June 2020, Philip Morris asserted counterclaims alleging that RJR Vapor infringes five patents. On 24 November 2020, the court issued a claim construction order that determined that each disputed term would have its plain and ordinary meaning. On 4 December 2020, the magistrate judgeissued an orderstaying RJR Vapor and Philip Morris’s patent claims pending a decision by the U.S. Patent Office regarding whether to proceed with the IPRs. At the time of the stay, fact and expert discovery was ongoing and was scheduled to conclude 26 January 2021. The court lifted the stay, andthe parties have substantially completed discovery. On 6 August 2021, the court denied all summary judgment motions. Trial on the Altria and Philip Morris patents was scheduled to have begun on 4 April 2022, but the court postponed the trial and set a new trial date of 6 June 2022; the RJR Vapor offensive patent case remains stayed pending(i) an appeal by Philip Morris to the Federal Circuit in relation an exclusion order granted against Philip Morris by the International Trade Commission based on the relevant patents, and (ii) the decisions in IPRs commenced by Philip Morris against the relevant patents at the U.S. Patent Office. ![]() BAT Annual Report and Form 20-F 2021 268 #### 31 Contingent Liabilities and Financial Commitments Continued 92. On 27 November 2020 Philip Morris filed a complaint before the Regional Court Mannheim in Germany against British American Tobacco (Germany) GmbH (BAT Germany) alleging that the sale, offer for sale and importation of Vype ePod products infringes a patent. Philip Morris is seeking an injunction, a recall of product from commercial customersand a declaratory judgment for damages. The trials of this action took place on 15 June 2021 and 9 November 2021. A decision on the matter was promulgated on 30 November 2021. The decision dismissed the complaint in its entirety. On 28 December 2021, Philip Morris lodged an appeal against this decision before the Higher Regional Court Karlsruhe. 93. On 11 December 2020 Philip Morris filed a complaint before the Regional Court Dusseldorf in Germanyagainst BAT Germany alleging that the sale, offer for sale and importation of the glo TABAK HEATER and neo STICK products infringe a patent. Philip Morris is seeking an injunction, a recall of product from commercial customersand a declaratory judgment for damages. The trial of this action took place on 30 November 2021. The court promulgated its decision on 21 December 2021and decided that theabove-mentioned products infringe the patent. The decision is not final and was appealed by BAT Germany on 21 December 2021 to the Higher Regional Court Dusseldorf. On 31 December 2021, BAT Germany also lodged a formal request with the appeal court to suspend the injunction order against the neo STICK products. On 24 January 2022, the appeal court granted this request, subject to providing a security and indicating that the neo STICK products are only suitable for new glo TABAK HEATER devices. BAT Germany is no longer marketing the glo TABAK HEATER, but rather a new glo TABAK HEATER marketed as glo Hyper + New Heating Technology, which is not subject to the patent infringement proceedings. Because the trial court decision only contains a declaratory obligation for BAT Germany to pay damages, Philip Morris would have to file a new separate action for the actual payment of damages, stating the precise amount that is being claimed. 94. On 14 December 2020, Modoral Brands Inc. (Modoral) filed a complaint in the U.S. District Court for the District of Delaware against Pinkerton Tobacco Co., LP, Swedish Match North America LLC, and NYZ AB (collectively Swedish Match) seeking a declaratory judgment thatthe importation, manufacture, use, and/or sale of Modoral’s Velo product does not infringe U.S. Patent No. 9,161,908 (the ‘908 Patent) or any of Swedish Match’s trade secrets. On 3 June 2021, the case was transferred to the U.S. District Court for the Central District of California. On 13 July 2021, Swedish Match and Helix Innovations GmbH filed counterclaims against Modoral for infringement of the ’908 patent and misappropriationof tradesecrets arising out of the manufacture, use, and sale of Modoral’s Velo product. On 15 December 2021, the court entered a Markman Order finding that the ’908 patent distinguishes a nicotine complex from the claimed ‘nicotine salt,’ and more specifically, affirmatively excluding the nicotine polacrilex complex used in the accused Velo product from the claimed invention because it is “not a nicotine salt”. Swedish Match agreed to a joint stipulation and request for entry of judgment of non- infringement for all of the asserted claims of the ’908 patent, which the Court granted on 19 January 2022. Modoral filed a motion to stay Swedish Match’s remaining trade secret misappropriation claims in light of Swedish Match’s intent to appeal the Markman Order tothe FederalCircuit. Modoral also filed a Rule 54(b) motion for partial final judgment of the infringement claims. Both motions are scheduled for argument on 4 March 2022. Mozambican IP Litigation 95. On 19 April 2017, Sociedade Agrícola de Tabacos, Limitada (SAT) (a BAT Group company in Mozambique) filed a complaint to the National Inspectorate for Economic Activities (INAE), the government body under the Ministry of Industry and Trade, regarding alleged infringements ofits registered trademark (GT) by GS Tobacco SA (GST). INAE subsequently seized the allegedly infringing products (GS cigarettes) and fined and ordered GST to discontinue manufacturing products that could infringe SAT’s intellectual property rights. Following INAE’s decision, in July 2017 and March 2018, SAT sought damages via the Judicial Court of Nampula, from GST in the amount of and equivalent to £573,000 as well as a permanent restraint order in connection with the manufacturing and selling of the allegedly infringing products. The Judicial Court of Nampula(TribunalJudicial de Nampula) granted the order on an interim basis on 7 August 2017. After hearing the parties, on 5 September 2017, the court found that no alleged infringement by GST had occurred and removed the interim restraint order, this decision was appealed by SAT and is currently pending a decision. GST filed an application for review against INAE’s initial decision directly to the Minister of Trade and Industry, which reversed the decision of INAE. On 31 December 2018, SAT was notified of GST’s counterclaim against SAT at the Judicial Court of Nampulafor damages allegedly sustained as a result of SAT’s complaint to INAE (and INAE’s decision). GST is seeking damages in the amount equivalent to £190 million. On 31 January 2019 SAT filed a formal response to the counterclaim. GST was notified on 28 February 2019 to file a response to our formal response to the counterclaim and the judge scheduled the preliminary hearing for 14 March 2019. This hearing was adjourned and was held on 2 April 2019, when the court heard arguments on the validity of SAT’s counterclaim. On 2 September 2019, SAT received notification of an order which provided that (i) SAT’s claim had been dismissed by the court; and (ii) the GST counterclaim would proceed to trial. On 9 September 2019 SAT responded to the order by appealing the dismissal of the SAT claim. Additionally, SAT made an interlocutory application inthe counterclaim proceedings to challenge certain questions posed by the judge, on the basis that the responses may be used as evidence at trial. SAT was notified in December 2021 that the trial of the counterclaim is to take place on 24 February 2022. SAT subsequently submitted a complaint related to that trial to the court, on the basis that prior to any further step being taken in relation to the trial the process should be submitted to the superior court for analysis, as per the appeals previously submitted in the proceedings. SAT’s complaint has not yet been determined. MalawiGroup Action 96. In December 2020, the Company and British American Tobacco (GLP) Limited (GLP) were named as defendants in a claim made in the English High Court by around 7,500 Malawian tobacco farmers and theirfamily members. The claim alsonames Imperial Brands plc and fiveaffiliatesas defendants. The claimants allegethey were subjected to unlawful and exploitative working conditions on tobacco farms from which it is alleged that the defendants indirectly acquire tobacco. They seek unquantified damages (including aggravated and exemplary damages) for the torts of negligenceand conversion and unquantified personal and proprietary remedies for restitutionof unjust enrichment.They also seek an injunction to restrain the commission of further torts of conversionor negligenceby thedefendants. The defendantshad an application to strike out the claims dismissed in a judgment dated 25 June 2021. In January 2022, the Company and GLP were served with a similar claim by around a further 3,500 claimants. The Company and GLP intend vigorously to defend the claims. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 269 #### 31 Contingent Liabilities and Financial Commitments Continued Qatar Customs Authority Claims 97. On 12 November 2020, British American Tobacco Middle East W.L.L (formerly British American Tobacco Middle East SPC) (BAT ME), along with its distributor in Qatar, Ali Bin Ali Establishment (ABA), filed a case before the Qatar Court of First Instance which challenges adecision of QatarGeneral Authority of Customs dated 16 August 2020 ordering ABA to pay two amounts arising from unrelated circumstances, one of which totalled QAR 160,531,588 (approximately £32.6 million) in customs duties and penalties in relation to 27 consignments of cigarettes imported into Qatar by ABA. On 14 February 2021, the General Authority of Customs issued a new order that repeated (and addressed only) its demand that ABA pay QAR 160,531,588 in customs duties and penalties in relation to the same 27 consignments of cigarettes imported into Qatar by ABA. On 19 May 2021, BAT ME and ABA filed a second case before the Qatar Court of First Instance which challenges the decision of Qatar’s GeneralAuthority of Customs dated14 February 2021. On 28 October 2021, the Court of First Instance dismissed both cases filed by BAT ME and ABA on the grounds the cases were not timely filed. In December 2021, BAT ME and ABA appealed the decisions of the Court of First Instance in both cases. It is possible that the two appeals filed by BAT ME and ABA will be consolidated into a single case. In any event, ABA can only have liability under one case not both, so its maximum liability is QAR 160,531,588, not twice that amount. BAT ME’s potential liability in respect of the foregoing amount arises from certain contractualarrangements with ABA. BAT ME and ABA strongly assert that the additional customs duty and penalties imposed by the Qatar Customs Authority are inconsistent with applicable law. Saudi Arabia Customs Claim 98. On 25 January 2021, Walid Ahmed Mohammed Al Naghi for Trading Establishment (Al Naghi), a former distributor for the Group’s operating companies in the Middle East, filed a claim in theCommercial Court in Jeddah, Saudi Arabia, seeking SAR 2,105,356,121 (approximately £414 million) for reimbursement of funds allegedly due under contract. Al Naghi did not formally name any Group entity as a defendant in the claim. The claim was dismissed orally by the Court on 9 February 2021. On 20 April 2021, Al Naghi filed a new claim in the Jeddah Commercial Court against BAT UKE demanding that BAT UKE reimburse Al Naghi in the amount of SAR 2,105,356,121 allegedly paid by Al Naghi to the customs authorities in customs dues. BAT UKE submitted a response on 27 May 2021 requesting dismissal of the claim on the ground that BAT UKE lacks legal capacity to be sued as it was not a party to any relevant agreement with Al Naghi. On 16 June 2021, the Court of First Instance issued a judgment dismissing the claim against BAT UKE and ruling that BAT UKE lacks legal standing to be named defendant in the proceedings. On 22 August 2021, Al Naghi filed an appeal against the Court of First Instance judgement. BAT UKE was not given an opportunity to respond to Al Naghi’s allegations on appeal. On 15 November 2021, the Appellate Court issued an oral ruling cancelling the Court First Instance judgementand remandingthe case tothe lower court for further deliberation. In its writtenjudgement dated 12 December 2021, the Appellate Court stated that it was remanding the case in order for the Court of First Instance to join to the proceedings BAT entities in Bahrain and UAE, which Al Naghi had wrongly claimed on appeal to be branches of BAT UKE. The Court of First Instance held a hearing on 19 January 2022 to re-consider the case in light of the Appellate Court judgement. At that hearing, the Court of First Instance set a timetable for the parties to file written submissions setting out their arguments with regard to the legal status of the BAT entities in Bahrain and UAE. A further hearing was held on 2 February 2022. The court is seeking further information from the BAT entities in Bahrain and UAE ahead of a further hearing on 23 February 2022. Asbestos Litigation 99. On 15 January 2021, plaintiffs in an individual asbestos personal injury action (Rentko), originally filed 5 October 2020 in the New York City Asbestos Litigation court, filed an amended complaint, which named as defendants the Company, BATUS Holdings, Inc., British American Tobacco (Brands) Inc., and RJRT, along withvarious other defendants. Theamended complaint was served 20 January 2021 on BATUS Holdings, Inc. and British American Tobacco (Brands) Inc., and served 22 January 2021 on RJRT. The amended complaint alleges that one of the plaintiffs was exposed to the defendants’ asbestos and asbestos- contaminated talcumpowder products, which allegedly caused her to develop mesothelioma, and asserts claims under state law, including for negligence, breachof warranty, product liability, negligent misrepresentation, fraudulent concealment, and civil conspiracy. A further amended complaint was filed on 27 January 2021, which named Reynolds American as a defendant as an alleged successor in interest to the Company, and which was served on Reynolds American on 5 February 2021.Plaintiffs seekunspecifiedcompensatory andpunitive damages jointly and severallyagainst the defendants. Reynolds American and RJRT moved to dismiss the amended complaint on 26 March 2021. A notice of discontinuance was filed on 31 March 2021 discontinuing the litigation without prejudice as against the Company, BATUS Holdings, Inc. and British American Tobacco (Brands) Inc. A stipulation of discontinuance was filed on 6 April 2021 discontinuing the litigation without prejudice as against Reynolds American and RJRT. 100. On 23 April 2021, plaintiff in an asbestos personal injury action (Smoltino), originally filed 25 August 2020 in the New York City Asbestos Litigation court, filed an amended complaint, which named as defendants the Company, BATUS Holdings, Inc., British AmericanTobacco (Brands)Inc., ReynoldsAmerican and RJRT, alongwith variousother defendants. The amended complaint was served on BATUS Holdings, Inc., British American Tobacco (Brands) Inc. and RJRT on 23 April 2021 and served on Reynolds American on 26 April 2021. The amended complaint alleged that plaintiff’s decedent was exposed to the defendants’ asbestos and asbestos-contaminated talcum powder products, which allegedly caused her to develop mesothelioma, and asserted claims under state law, including for negligence,breach of warranty, product liability, negligent misrepresentation, fraudulentconcealment, wrongful death and civil conspiracy. Plaintiff seeks unspecified compensatory and punitive damages jointly and severally against the defendants. A notice of discontinuance was filed on 19 May 2021 discontinuing the litigation without prejudice as against the Company, BATUS Holdings, Inc. and British American Tobacco (Brands) Inc. Reynolds American and RJRT moved to dismiss the amended complaint on 10 May 2021. A stipulation of discontinuance was filed on 24 May 2021 discontinuing the litigation without prejudice as against Reynolds American and RJRT. ![]() BAT Annual Report and Form 20-F 2021 270 #### 31 Contingent Liabilities and Financial Commitments Continued 101. On11 May 2021, plaintiff in an asbestos personal injury action (Gilbride) filed a complaint in theSuperior Court of New Jersey Law Division – Middlesex County, which named as defendantsR. J. Reynolds Tobacco Company, individually and as successor-by-merger to British American Cosmetics, along with various other defendants. The complaint was served on RJRT on26 May 2021. The complaint alleged that plaintiff was exposed toasbestos-containingcosmetic talcum powder productssold and supplied by the Defendants (and/or their predecessors in interest), which allegedly caused her to develop mesothelioma, and asserted claims under state law, including for negligence, breach of warranty,strict liability in tort, marketing an ultra-hazardous product,failure to warn, product liability, negligentmisrepresentation, fraudulent concealment, and civil conspiracy. Plaintiff seeks unspecified compensatory and punitivedamages jointly and severally against the defendants. A stipulation for voluntary dismissal was filed with the court on 7 July 2021. FoxRiver Background to environmental liabilities arising out of contamination of the Fox River: 102. In Wisconsin, the authorities have identified potentially responsible parties (PRPs) to fund the clean-up of river sediments in the lower Fox River. The pollution was caused by discharges ofPolychlorinatedBiphenyls (PCBs) from paper mills and other facilities operating close to the river. Among the PRPs is NCR Corporation (NCR). 103. In NCR’s Form 10-K Annual Report for the year ended 31 December 2014, the total clean-up costs for the Fox River were estimated at US$825 million (approximately £609.1 million). This estimate is subject to uncertainties and does notinclude naturalresourcedamages (NRDs). Total NRDs may range from US$0 to US$246 million (approximately £0 to £181.6 million). 104. Industries’ involvementwith theenvironmental liabilities arises out of indemnity arrangements which it became party to due to a series of transactions that took place from the late-1970s onwards and subsequent litigation brought by NCR against Industries and Appvion Inc. (Appvion) (a former Groupsubsidiary)in relation to thosearrangements which was ultimately settled. U.S. authorities have never identified Industries as a PRP. 105. There has been a substantial amount of litigation in the United States involving NCR and Appvion regarding the responsibility for the costs of the clean-up operations. The U.S. Government also brought enforcement proceedings against NCR and Appvion to ensure compliance with regulatory orders made in relation to the Fox River clean-up. This litigation has been settled through agreements with other PRPs and a form of settlement known as a Consent Decree with the U.S. Government, approved by the District Court of Wisconsin on 23 August 2017. 106. The principal terms of that Consent Decree, in summary, are as follows: a. NCR is obliged to perform and fund all of the remaining Fox River remediation work by itself. b. The U.S. Government enforcement proceedingsweresettled, with NCR having no liability to meet the U.S. Government’s claim for costs it had incurred in relation to the clean-up to date, a secondary responsibility to meet certain future costs, and no liability to the U.S. Government for NRDs. c. NCR ceased to pursue its contribution claims against the other PRPs and in return received contribution protection preventing other PRPs from pursuing their contribution claims against NCR and existingclaims for contribution being dismissed by order of the Court. NCR does, however, have the right to reinstate its contribution claims if the otherPRPs decide tocontinueto pursuecertain contractual claims against NCR. d. Appvion also agreed to cease pursuance of claims against the other PRPs, subject to retention of the right to reinstate its claims if the other PRPs decide to continue to pursue certain claims against Appvion. 107. A Consent Decree between the U.S. Government, P.H. Glatfelter and Georgia Pacific settling the allocation of costs on the Fox River was approved by the District Court in the Eastern District of Wisconsin on 14 March 2019. This Consent Decree concludes all existing litigation on the Fox River, following P.H. Glatfelter’s withdrawal of its appeal against the issuance of the Consent Decree as a term of the settlement. 108. In NCR’s Form 10-K Annual Report for the year ended 31 December 2020 NCR disclosed that, in November 2019, an arbitral tribunal had awarded approximately US$10 million (approximately £7.4 million) to aremediationgeneral contractor engaged by the LLC formed by NCR and Appvion to perform the clean-up operation of the Fox River. NCR further stated that its indemnitors and co-obligors were responsible for the majority of the award, with its own share being approximately 25% of the award. Industries’ involvement with environmental liabilities arising out of the contamination of the Fox River: 109. NCR has taken the position that, under the terms of a 1998 Settlement Agreement between it,Appvion and Industries, and a 2005 arbitration award,Industries andAppvion generally had a joint and several obligation to bear 60% of the Fox River environmental remediation costs imposed on NCR andof any amounts NCR has to pay in respect of other PRPs’ contribution claims. BAT has not acknowledged any such liability to NCR and has defences to such claims. Further, under the terms of the Funding Agreement (described below), any dispute between Industries and NCR as to the final amount of any NCR claim against Industries in respect of the Fox River (if any) can only be determined at the later of (i) the completion of Fox River remediation works or (ii) the final resolution and exhaustion of all possible appeals in proceedings brought against Sequana, PricewaterhouseCoopers LLP (PwC) and otherformer advisers. 110. Until May 2012, Appvion and Windward Prospects Limited (Windward) (another former Group subsidiary) had paid a 60% share of the clean-up costs incurred by NCR. Industries was never required to contribute. Around that time, Appvion refused to continue to pay clean-up costs, leading to NCR demanding that Industries pay a 60% share of those costs. 111. Industriescommenced proceedings againstWindwardand Appvion in December 2011 seeking indemnification in respect of any liability it might have to NCR (the English Indemnity Proceedings) pursuanttoa 1990de-merger agreement between those parties. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 271 #### 31 Contingent Liabilities and Financial Commitments Continued Funding Agreement of30 September 2014 112. On 30 September 2014, Industries entered into a Funding Agreement with Windward, Appvion, NCR and BTI 2014 LLC (BTI) (a wholly owned subsidiary of Industries). Pursuant to the Funding Agreement, the English Indemnity Proceedings and a counterclaim Appvion had brought in those proceedings, as well as an NCR-Appvion arbitration concerning Appvion’s indemnity to NCR, were discontinued aspart ofan overall agreementbetween the parties providing aframework through which they would together fund the ongoing costs of the Fox River clean-up. Under the agreement, NCR has agreed to accept funding by Industries at the lower level of 50% of the ongoing clean-up related costs of the Fox River (rather than the 60% referenced above). This remains subject to an ability to litigate at a later stage the extent of Industries’ liability (if any) in relation to Fox River clean-up related costs (including in respect of the 50% of costs that Industries has paid under the Funding Agreement to date). In addition, Windward has contributed US$10 million (approximately £7.4 million) of funding and Appvion has contributed US$25 million (approximately £18.5 million) for Fox River and agreed to contribute US$25 million (approximately £18.5 million) for the Kalamazoo River(see further below). Appvion entered Chapter 11 bankruptcy protection on 1 October 2017. 113. The parties also agreed to cooperate in order to maximise recoveries from certain claims made against third parties, including (i) a claim commenced by Windward in the High Court of England & Wales (the High Court) against Sequana and the former Windward directors(the Windward Dividend Claim). That claim was assigned to BTI under the Funding Agreement, and relates to dividend payments made by Windward to Sequana of around €443 million (approximately £372 million) in 2008 and €135 million (approximately £113.4 million) in 2009 (the Dividend Payments) and (ii) a claim commenced by Industries directly against Sequana to recover the value of the Dividend Payments alleging that the dividends were paid for the purpose of putting assets beyond the reach of Windward’s creditors (including Industries) (the BAT section 423 Claim) (together, theSequana Proceedings). 114. The Windward Dividend Claim and BAT section 423 Claim were heard together in the High Court, with judgment handed down on 11 July 2016. The court upheld the BAT section 423 Claim and, byway of aconsequentials judgment dated 10 February 2017, ordered that Sequana pay to BTI an amount up to the full value of the 2009 Dividend plus interest, which equates to around US$185 million (approximately £136.6 million). The Court dismissed the Windward Dividend Claim. 115. The parties pursued cross appeals on the judgment, during which time Sequana was granted a stay in respect of the above payments. That stay was lifted in May 2017, three months after Sequana had entered into an insolvency process in France seeking court protection (the Sauvegarde). On 15 May 2019,the NanterreCommercial Court made anorder placing Sequana into formal liquidation proceedings (liquidation judiciaire). To date, Industries has not received any payments fromSequana. 116. On 6 February 2019 the Court of Appeal gave judgment upholding the High Court’s findings, with one immaterial change to the method of calculating the damages awarded. Sequana therefore remains liable to pay approximately US$185 million (approximately £136.6 million). Because of Sequana’s ongoing insolvency process, execution of that judgment is stayed. The Court of Appeal dismissed BTI’s appeal in relation to the Windward Dividend Claim. The Court of Appeal also dismissed Sequana’s application for permission to appeal the High Court’s costs order in favour of Industries. Sequana therefore remains liable to pay around £10 million in costs to Industries. 117. All parties to the appeal sought permission from the Court of Appeal for a further appeal to the UK Supreme Court. On 31 July 2019, BTI was granted permission to appeal to the Supreme Court. On the same day, the Supreme Court refused Sequana permission toappeal. The hearingof BTI’sappeal took place before the UK Supreme Court on 4 and 5 May 2021 and the judgment is awaited. 118. BTI has brought claims against certain of Windward’s former advisers, including Windward’s auditors at the time of the dividend payments, PricewaterhouseCoopers LLP (PwC) (which claims were also assigned to BTI under the Funding Agreement).The claim hadbeen stayed pending theoutcome of the Sequana Proceedings. Once that stay was lifted, PwC applied to strike-out BTI’s claim. A hearing of this application took place in October 2019. On 15 November 2019, the court dismissed PwC’s application. The court granted PwC permission to appeal in respect of part of its dismissal of the application and the hearing of that appeal was heard by the Court of Appeal on 27 and 28 October 2020. On 11 January 2021, the Court of Appeal handed down judgment dismissing PwC’s appeal. The Court ofAppeal also refused PwC’s application for permission to appeal to the Supreme Court and made an order requiring PwC to file its Defence within two months of 11 January 2021. This deadline was subsequently extended. PwC subsequently applied directly to the Supreme Court for permission to appeal the Court of Appeal’s decision. PwC’s applicationfor permission to appeal to theSupreme Court has yet to be determined. In the meantime, BTI’s claim against PwC is progressing in the High Court. PwC served its Defence on 22 April 2021 and filed it with the Court on 26 April 2021. A Case Management Conference has been listed in a window between 2 March 2022 and 4 March 2022 (inclusive). 119. An agreed stay is in place in respect of BTI’s separate assigned claimagainst Freshfields Bruckhaus Deringer. 120. The sums Industries has paid under the Funding Agreement are subject to the reservation as set out in paragraph 112 above and ongoing adjustment. Clean-up costs can only be estimated in advance of the work being carried out and certain sums payable are the subject of ongoing U.S. litigation. In 2019, Industries paid £32 million in respect of clean-up costs. In 2020, Industries paid £2 million in respect of clean-up costs. In 2021, Industries paid a further £1.8 million in respect of clean-up costs. Industries is potentiallyliable for further costs associated with the clean-up. Industries has a provision of £62.3 million which represents the current best estimate of its exposure – see note 24. ![]() BAT Annual Report and Form 20-F 2021 272 #### 31 Contingent Liabilities and Financial Commitments Continued Kalamazoo 121. NCR is also being pursued by Georgia-Pacific, a designated PRP in respect of the Kalamazoo River in Michigan, in relation to remediation costs caused by PCBs released into that river. 122. On 26 September 2013, the Michigan Court held that NCR was liable as a PRP on the basis that it had arranged for the disposal of hazardous material for the purposes of the Comprehensive EnvironmentalResponse, Compensation and Liability Act (CERCLA). 123. The second phase of the Kalamazoo trial to determine the apportionment ofliability amongst PRPs tookplace between September andDecember 2015. On 29 March2018, Judge Jonker ordered that NCR pay 40% of Georgia-Pacific past costs (around US$22 million (approximately £16.2 million)). The question of future remediation costs was not determined. 124. The parties commencedappeal proceedingsagainstthe judgment in July 2018. NCR also agreed an appeal bond with Georgia-Pacific to preventenforcement of thejudgment while it remained subject to appeal. 125. On 11 December 2019, NCR announced that it had entered into a Consent Decree with the U.S. Government and the State of Michigan, pursuant to which it assumed liability for certain remediation work at the Kalamazoo River. This Consent Decree was approved by the District Court for the Western District of Michigan on 2 December 2020. The payments to be made on the face of the Consent Decree in respect of such work total approximately US$245 million (approximately £181 million). The Consent Decree also provides for the withdrawal of NCR’sappeal against Georgia-Pacific, and payment by NCR of theoutstanding judgmentagainst it ofapproximately US$20million (approximately £14.8 million) to Georgia-Pacific. 126. The quantum of the clean-up costs for the Kalamazoo River is presently unclear. It may well exceed the amounts which are payable on the face of the Consent Decree. 127. It is anticipated that NCR will look to Industries to pay 60% of any sums NCR becomes liable to pay pursuant to the Consent Decree on the basis, it would be asserted, that the river constitutes a ‘Future Site’ for the purposes of the Settlement Agreement. TheFunding Agreementdescribedabove does not resolve any such claims, but does provide an agreed mechanism pursuant to which any surplus from the valuable recoveries of any third-party claims that remains after all Fox River-related clean-up costs have been paid and Industries and NCR have been made whole may be applied towards Kalamazoo clean-up costs, in the event that NCR were to be successful in any claim for a portion of them from Industries or Appvion (subject to Appvion’s cap, described below). Industries has defences to any claims made by NCR in relation to the Kalamazoo River.No such claims have been made against Industries. 128. Industries also anticipates that NCR may seek to recover from Appvion (subject to a cap of US$25 million (approximately £18.5 million)) for ‘Future Sites’ under the Funding Agreement. The basis of the recovery would be the same as any demand NCR may make on Industries. Appvion entered Chapter 11 bankruptcy protection on 1 October 2017. The effect of the Chapter 11 proceedings on Appvion’s liability for Future Sites payments underthe Funding Agreement is currently uncertain. 129. As detailed above, Industries is taking active steps to protect its interests, including seeking to procure the repayment of the Windward dividends, pursuing the other valuable claims that are now within its control, and working with the other parties to the Funding Agreement to maximise recoveries from third parties with a view to ensuring that amounts funded towards clean-up related costs are later recouped under the agreed repaymentmechanisms under the Funding Agreement. Other environmental matters 130. ReynoldsAmerican and its subsidiaries are subject tofederal, state andlocal environmental lawsand regulations concerning the discharge, storage,handling and disposal ofhazardous or toxic substances. Such laws and regulations provide for significant fines, penalties andliabilities, sometimes without regard to whether the owner or operator of the property or facility knew of, or was responsible for, the release or presence of hazardous or toxic substances. In addition, third parties may make claims against owners or operators of properties for personal injuriesand property damage associated with releases of hazardous or toxic substances. In the past, RJRT has been named a PRP with third parties under CERCLA with respect toseveral superfund sites. Reynolds American and its subsidiariesare not awareof anycurrent environmental matters that are expected to have a material adverse effect on the business, results of operations or financial position of Reynolds American orits subsidiaries. Criminal investigations 131. From time to time, the Group investigates, and becomes aware of governmental authorities’investigations into,allegations of misconduct against Group companies. TheGroup cooperates with the authorities’ investigations, whereappropriate, including with the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions. 132. Potentialfines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not possible to identify the timescale in which these matters might be resolved. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 273 #### 31 Contingent Liabilities and Financial Commitments Continued Closed litigationmatters 133. The following matters on which the Company reported in the contingent liabilities and financial commitments note 27 to the Company’s 2020 financial statements have been dismissed, concluded or resolved as noted below: Matter Jurisdiction Companiesnamed asDefendants Description Disposition Vuse Litigation (Illinois School Districts) U.S. Reynolds American, RJR Vapor, the Company, Lorillard LLC and LOECInc. PublicNuisance Voluntary dismissal by plaintiff Brazil Associação de Defesa da Saúde do Fumante class action Brazil Souza Cruz Class action Superior Court of Justice certified decision in favour of defendants UK Serious Fraud Office (SFO) investigation UK The Company, its subsidiaries, and associated persons Investigation SFO’s announcement that the investigation had beenclosed Perry U.S. Investments Individual case Dormant/closed Antimonopoly Committee of Ukraine Ukraine British American Tobacco Sales & Marketing Ukraine Limited Liability Company Competition investigation Judgment ofSupreme Court of Ukraine General Litigation Conclusion 134. While it is impossible to be certain of the outcome of any particular case or of the amount of any possible adverse verdict, the Group believes that the defences of the Group’s companies to all these various claims are meritorious on both the law and the facts, and a vigorous defence is beingmade everywhere. 135. As indicated above, on 1 March 2019 the Quebec Court of Appeal released its appeal judgment. The trial judgment was largely upheld by aunanimous decisionof the five-memberpanel including the requirement that the defendants deposit the initialdeposits in their solicitors’ trust accounts within 60 days. This is the only executory aspect of the judgment. In these circumstances we are of the view that it is more likely than not that there will be an outlay and it is reasonably estimable at CAD $758 million (approximately £443 million), the amount of the initial deposit paid into court. If further adverse judgments are entered against any of the Group’s companies in any case, avenues of appeal will be pursued. Such appeals could require the appellants to post appeal bonds or substitute security (as has been necessary in Quebec) in amounts which could in some cases equal or exceed the amount of the judgment. At least in the aggregate, and despite the quality of defences available to the Group, it is not impossible that the Group’s results of operations or cash flows in any particular period could be materially adversely affected by the impact of a significant increase in litigation, difficulties in obtaining the bonding required to stay execution of judgments on appeal, or any final outcome of any particular litigation. 136. Having regard to all these matters, with the exception of the Quebec Class Actions, Fox River and certain Engle progeny cases identified above, the Group does not consider it appropriate to make any provision in respect of any pending litigation because the likelihood of any resulting material loss, on an individual case basis, is not considered probable and/or the amount of any such loss cannot be reasonably estimated. Notwithstanding the negative decision in the Quebec Class Actions, the Group does not believe that the ultimate outcome of this litigation will significantly impair the Group’s financial condition. If the facts and circumstances change and result in further unfavourable outcomes in the pending litigation, then there could be a material impact on the financial statementsof theGroup. Other contingencies 137. JTI Indemnities. By a purchase agreement dated 9 March 1999, amended and restated as of 11 May 1999, referred to as the 1999 Purchase Agreement, R.J. Reynolds Tobacco Holdings, Inc. (RJR) and RJRT sold their international tobacco business to JTI. Under the 1999 Purchase Agreement, RJR and RJRT retained certain liabilities relating to the international tobacco business sold to JTI, and agreed to indemnify JTI against: (i) any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; (ii) any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJRT’s employee benefit and welfare plans; and (iii) any liabilities, costs and expenses incurred by JTI or any of its affiliates arising outof certain activitiesof Northern Brands. 138. RJRT has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJRT recognise that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJRT disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJRT and the nature and extent of any such obligation. RJR and RJRT have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. ![]() BAT Annual Report and Form 20-F 2021 274 #### 31 Contingent Liabilities and Financial Commitments Continued 139. ITG Indemnity . In the Divestiture, Reynolds American agreed todefend and indemnify,subject to certain conditions and limitations, ITG in connection with claims relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands on or before 12 June 2015, as well as in actions filed before 13 June 2023, relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands. In the purchase agreement relating to the Divestiture, ITG agreed to defend and indemnify, subject to certain conditions and limitations, ReynoldsAmerican and its affiliates in connection with claims relating to the purchase or use of ‘blu’ brand e-cigarettes. ITG also agreed to defend and indemnify, subject to certain conditions and limitations, Reynolds American and its affiliates in actions filed after 12 June 2023, relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands after 12 June 2015. ITG has tendered a number of actions to Reynolds American underthe terms of this indemnity, and Reynolds American has, subject to a reservation of rights, agreed to defend and indemnify ITG pursuant to the terms of the indemnity. Reynolds American has tendered an action to ITG under the terms of this indemnity, and ITG has, subject to a reservation of rights, agreed to defend and indemnify Reynolds American and its affiliates pursuant to the terms of the indemnity. These claims are substantially similar in nature and extent to claims asserted directly against RJRT in similar actions. 140. LoewsIndemnity . In 2008, Loews Corporation (Loews), entered into an agreement with Lorillard Inc., Lorillard Tobacco, and certain of their affiliates, which agreement is referred to as the ‘SeparationAgreement’.In the Separation Agreement, Lorillard agreed to indemnify Loews and its officers, directors, employees and agents against all costs and expenses arising out of third-party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation ofdefence),judgments, fines, losses, claims, damages, liabilities, taxes, demands, assessments, and amounts paid in settlement based on, arising out of or resulting from, among other things, Loews’ ownership of or the operation of Lorillard and its assets and properties, and its operation or conduct of its businesses at any time prior to or following the separation of Lorillard and Loews (including with respect to any product liability claims). Loews is a defendant in three pending product liability actions, each of which is a putative class action. Pursuant to the Separation Agreement, Lorillard is required to indemnify Loews for the amount of any losses and any legal or other fees with respect to such cases. Following the closing of the Lorillard merger, RJRT assumed Lorillard’s obligations underthe Separation Agreement as was required under the Separation Agreement. 141. SFRTI Indemnity. In connection with the 13 January 2016 sale by Reynolds American of the international rights to the Natural American Spiritbrand name and associatedtrademarks, along with SFR Tobacco International GmbH (SFRTI) and other international companies that distributed and marketed the brand outside the United States, to JT International Holding BV (JTI Holding), each of SFNTC, R. J. Reynolds Global Products, Inc., and R. J. Reynolds Tobacco B.V. agreed to indemnify JTI Holding against, among other things, any liabilities, costs, and expenses relating to actions (i) commenced on or before (a) 13 January 2019, to the extent relating to alleged personal injuries, and (b) in all other cases, 13 January 2021; (ii) brought by (a) a governmental authority to enforce legislation implementing European Union Directive 2001/37/ EC or European Directive 2014/40/EU or (b) consumers or a consumer association;and (iii) arising out ofany statement or claim (a) made on or before 13 January 2016, (b) by any company sold to JTI Holding in the transaction, (c) concerning Natural AmericanSpirit brandproducts consumed orintended to be consumed outside of the United States and (d) that the Natural AmericanSpirit brandproduct is natural, organic, or additive-free. Under the terms of this indemnity, JTI has requested indemnification fromSanta FeNatural Tobacco Company Germany GmbH (SFNTCG) in connection with an audit of SFNTCG relating to transfer pricing for the tax years 2007 to 2010 and 2012 to 2015.SFNTCG contests the audit results. The amount in dispute is approximately €21 million plus interest (approximately £17.6 million). 142. Indemnificationof Distributors and Retailers. RJRT, Lorillard Tobacco, SFNTC, American Snuff Co. and RJR Vapor have entered into agreements toindemnify certain distributorsand retailers fromliability and related defencecosts arising outof the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defence costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJRT, SFNTC, American Snuff Co. and RJR Vapor believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. 143. Except as otherwise noted above, Reynolds American is not able to estimate the maximum potential of future payments, if any, related to these indemnification obligations. 144. Competition Investigations. There are instances where Groupcompanies arecooperating with relevant national competitionauthorities inrelation to ongoing competition law investigations and/or engaged in legal proceedings at the appellate level,including(amongst others) in the Netherlands. Tax disputes The Group has exposures in respect of the payment or recovery of a number of taxes. The Group is and has been subject to a number of tax audits covering, amongst others, excise tax, value added taxes, sales taxes, corporate taxes, withholding taxes and payrolltaxes. The estimated costs of known tax obligations have been provided in these accounts in accordance with the Group’s accounting policies. In some countries, tax law requires that full or part payment of disputed tax assessments be made pending resolution of the dispute. To the extent that such payments exceed the estimated obligation, they would not be recognised as an expense. While the amounts that may be payable or receivable in relation to tax disputes could be material to the results or cash flows of the Group in the period in which they are recognised, the Board does not expect these amounts to have a material effect on the Group’s financial condition. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 275 #### 31 Contingent Liabilities and Financial Commitments Continued The following matters are in or may proceed to litigation: Corporate taxes Brazil The Brazilian Federal Tax Authority has filed claims against Souza Cruz seeking to reassess the profits of overseas subsidiaries to corporate income tax and social contribution tax. The reassessments are for the years 2004 until and including 2012 for a total amount of BRL1,813 million (£240 million) to cover tax, interest and penalties. Souza Cruz appealed all reassessments. Regarding the first assessments (2004-2006), Souza Cruz’s appeals were rejected by the ultimate Administrative Court after which Souza Cruz filed two lawsuits with the Judicial Court to appeal the reassessments. The judgment in respect of the reassessment of corporate income tax has been decided in favour of Souza Cruz by the first level of the Judicial Court and Souza Cruz is waiting to see whether the Brazilian Tax Authorities will appeal the judgment. The lawsuit appealing the social contribution tax is pending judgment in the first level of the Judicial Court. The appeal against the second assessments (2007 and 2008) was upheld at the second tier tribunal and was closed. In 2015, a further reassessment for the same period (2007 and 2008) was raised after the five-year statute of limitation which has been appealed against. Souza Cruz received further reassessments in 2014 for the 2009 calendar year and in 2015 an assessment for the 2010 calendar year. Souza Cruz appealed both the reassessments in full. In December 2016, assessments were received for the calendar years 2011 and 2012 which have also been appealed. Netherlands The Dutch tax authority has issued a number of assessments on various issues across the years 2003-2016 in relation to various intra-grouptransactions. The assessments amount to an aggregate net liability across these periods of £1,146 million covering tax, interest and penalties. TheGrouphas appealed against the assessments in full. The Group believes that its companies have meritorious defences in law and fact in each of the above matters and intends to pursue each dispute through the judicial system as necessary. The Group does not consider it appropriate to make provision for these amounts nor for any potential further amounts which may be assessed in relation to these matters in subsequent years. Indirect and other taxes Bangladesh On 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh has reversed the decision of the High Court Division against British American Tobacco Bangladesh Company Limited (BATB) in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £154 million. On 3 February 2020, the certified Court Order was received. The Government filed a Review Petition on 25 March 2020 in the Appellate Division of the Supreme Court of Bangladesh against the judgment. On 9 December 2021, the review petitions were heard and the Appellate Division of the Supreme Court of Bangladesh dismissed the review petitions filed by the National Board of Revenue (NBR) which resulted in BATB wining the cases against the NBR. In addition, in 2017, NBR passed a discriminatory special order fixing BDT 27 for local brands and BDT 35 for foreign brand cigarettes. After NBR passed the special order, it was highlighted to the Government that it was against the principles of foreign direct investment and against WTOpractice. Subsequently, the Finance Minister directed that no action should be taken in this regard until the different issues raised were finalised. Later in 2018, the special order itself was repealed. AKTC (a local Bangladeshi tobacco manufacturer) filed a case against NBR to get a direction from the Court to implement the special order and reserve low segment for local industries. The judgment in the AKTC case was passed by the High Court Division verbally on 21 September 2020. The judgment revived the discriminatory regime of VAT and Supplementary Duty (SD) between local and international/imported brands for the fiscal year 2017 – 2018. In light of the judgment, the Large Taxpayers’ Unit (LTU) of National Board of Revenue by a notice asked BATB to show cause as to why BATB believed it should not be liable to pay £210 million as unpaid VAT and SD. Challenging the judgment, BATB filed and moved an appeal (known as the Civil Miscellaneous Petition for Leave to Appeal) before the Appellate Division of the Supreme Court of Bangladesh. On a preliminary hearing on 4 October 2020, the Appellate Division Judge in Chamber stayed operation of the judgment for eight weeks as an interim measure. Since the judgment has been stayed, the operation of the show cause notice shall also be deemed to have been stayed. BATB has formally notified LTU of this on 12 October 2020. In the meantime, the judgment will remain stayed. On 20 December 2020, BATB filed a Civil Petition for Leave to Appeal as directed by the Appellate Division Judge in Chamber. The judgment passed by the High Court Division will continue to remain stayed while the appeal remains pending at the Appellate Division of the Supreme Court of Bangladesh. So far, the appeal has not been listed for hearing. Egypt British American Tobacco Egypt LLC (BAT Egypt) is subject to two ongoing civil cases concerning the imposition of sales tax on low-price category brands broughtby theEgyptian tax authority for £88 million. Management believes that the tax claims are unfounded and has appealed the tax claims. These cases are under review by the Council of State. During hearings in August 2020, the courts decided, in both cases, to transfer the files to court appointed experts. One case (pertaining to the period from May 2008 to February 2009) was referred to a court-appointed expert who filed a report in January 2022. A hearing date has not yet been set. In the other case (pertaining to the period from March 2009 to June 2010), the expert has concluded his report and filed it with the court. In May 2021, a judgment was issued which acquitted BAT Egypt from all amounts related only to the period from March 2009 to October 2009. An appeal has been submitted to the Supreme Administrative Court to extend the acquittal to the rest of the disputed period. The appeal process is expected to take approximately two years. ![]() BAT Annual Report and Form 20-F 2021 276 #### 31 Contingent Liabilities and Financial Commitments Continued South Korea In 2016, the Board of Audit and Inspection of Korea (BAI) concluded its tax assessment in relation to the 2014 year-end tobacco inventory, and imposed additional national excise, local excise, VAT taxes and penalties. This resulted in the recognition of a KRW 80.7 billion (approximately £50 million) charge by Group subsidiaries, BAT Korea Ltd., Rothmans Far East B.V. Korea Branch Office and BAT Korea Manufacturing Ltd. Management deems the tax and penalties to be unfounded and has appealed to the tax tribunal against the assessment. On grounds of materiality and the likelihood of the tax and penalties being reversed in future, the Group classified the tax and penalties charge as an adjusting item in 2016. On 23 August 2019, the trial court ruled in favour of Rothmans Far East B.V. Korea Branch Office on KRW 6.7 billion (approximately £4 million), the VAT portion of the assessment; appeals on the other elements of the assessment are still pending at Appeals Court. The Korean government appealed the ruling on 16 September 2019. On 16 April 2021 the Court of Appeals affirmed the ruling of the Trial Court. The government immediately appealed to the Supreme Court and the Supreme Court also affirmed the ruling of the Appeals Court on 26 August 2021. On 16 September 2021, Rothmans Far East B.V. Korea Branch Office duly received the amount litigated (VAT portion) including statutory interests (note 6). Turkey In Turkey, British American Tobacco Tutun Mamulleri Sanayi ve Ticaret Anonim Sirketi (BAT Tutun) was subject to a series of tax audits mainly on inventory movements for the years 2015, 2016 and 2019. The final audit reports sought retrospective payment of additional tax with interest and penalties mostly based on alleged illegitimate intra-group forestalling relating to finished goods giving rise to further excise tax. In 2020 and 2021, BAT Tutun received a total tax assessment amounting to TRY 2.7 billion (approximately £151 million), of which, TRY 2.1 billion (approximately £120 million) related to tax and penalties and TRY 0.6 billion (approximately £31 million) related to late payment interest. In August 2021, BAT Tutun applied under the relevant tax amnesty law to settle its retrospective tax assessments. Based on the settlement through the tax amnesty procedure, BAT Tutun agreed to pay £47 million in 18 instalments from 1 November 2021 until 31 July 2024. Brazil On 15 March 2017, the Brazilian Supreme Court ruled that for all taxpayers VAT (ICMS) should not be included in the calculation of social contribution taxes (PIS/Cofins) which are levied based on revenue. On 13 May 2021, the Supreme Court modulated the effects of the first decision handed down in 2017, stating that the taxpayers who filed a lawsuit by 15 March 2017 will be able to recover credits from the past five years. The Group’s Brazilian subsidiary, Souza Cruz, had filed an individual lawsuit to establish that it had overpaid taxes to the government. Based on favourable court decisions in 2020 and 2019 the Group has recognised £5 million in 2021 (2020: £58 million; 2019: £86 million) in other income representing management’s best estimate of the amounts likely to be recovered at this time with the potential for further amounts in future periods. If the ruling were to be enacted retrospectively for a period of five years, the potential asset is estimated to be around £480 million. During 2021, £130 million of the unrecognised contingent asset was sold to financial institutions for £45 million. Commitments in relation to service contracts, non-capitalised leases The total future minimum payments under non-cancellable service contracts based on when payments fall due: 2021 £m 2020 £m Service contracts Within one year 41 63 Between one and five years 81 17 Beyond five years 5 6 127 86 Financial commitments arising from short-term leases and leases of low-value assets that are not capitalised under IFRS 16 Leases are £7 million (2020: £6 million) for property and £19 million (2020: £3 million) for plant, equipment and other assets. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 277 #### 32 Interests in Subsidiaries Subsidiaries with material non-controlling interests Until 2020, non-controlling interests principally arise from the Group’s listed investment in Malaysia (British American Tobacco (Malaysia) Berhad). But due to difficult trading conditions, as mentioned in note 12, the non-controlling interest in Malaysia is no longer material to the Group and is not disclosed anymore. In 2021, non-controlling interests principally arise from the Group’s listed investment in Bangladesh (British American Tobacco Bangladesh Company Limited) where the Group held 72.91% in 2021, 2020 and 2019. Summarised financial information for Bangladesh is shown below as required by IFRS 12 Disclosure of interest in other entities . No adjustments have been made to the information below for the elimination of intercompany transactions and balances with the rest of the Group. Summarised financialinformation 2021 £m 2020 £m 2019 £m Revenue 640 553 527 Profit for the year 127 101 86 – Attributable tonon-controlling interests 34 27 23 Total comprehensive income 127 91 70 – Attributable tonon-controlling interests 34 25 19 Dividends paidto non-controlling interests (28) (31) (8) Summary netassets: Non-current assets 303 271 287 Current assets 345 271 241 Non-current liabilities 70 58 65 Current liabilities 262 190 144 Total equity at the end of the year 316 294 319 – Attributable tonon-controlling interests 86 8086 Net cash generated from operating activities 52 137 140 Net cash used in investing activities (26) (11) (51) Net cash used in financing activities (55) (111) (75) Differences onexchange – (1)(1) (Decrease)/increase in net cash and cash equivalents (29) 1413 Net cash and cash equivalents at 1 January 30 16 3 Net cash and cash equivalents at 31 December 1 30 16 Subsidiaries subject to restrictions: As a result of the Group’s Canadian subsidiary, Imperial Tobacco Canada (ITCAN), entering CCAA protection, the assets of ITCAN are subject to restrictions. The table below summarises the assets and liabilities of ITCAN: Summarised financialinformation 2021 £m 2020 £m Non-current assets 2,403 2,354 Current assets 1,630 1,251 Non-current liabilities (109) (132) Current liabilities (479) (528) 3,445 2,945 Under the terms of CCAA, the court has appointed FTI Consulting Canada Inc. to act as a monitor. This monitor has no operational input and is not involved in the management of the business. The Group considers that ITCAN continues to meet the requirements of IFRS 10 Consolidated Financial Statements , and, until such requirements are not met, the Group will continue to consolidate the results of ITCAN. ![]() BAT Annual Report and Form 20-F 2021 278 #### 32 Interests in Subsidiaries Continued Whilst the Group continues to control the operations of its Canadian subsidiary, there are restrictions over the ability to access or use certain assets including the ability to remit dividends. Included in non-current assets for 2021 and 2020 is goodwill of £2.3 billion subject to impairment reviews (note 12). Included in current liabilities are trade and other payables of £341 million (2020: £284 million), the majority of which are amounts payable in respect of duties and excise. A breakdown of current assets has been provided below. 2021 £m 2020 £m Cash and cash equivalents \* 1,114 992 Inventory 126 114 Investments held at fair value 351 115 Other 39 30 1,630 1,251 \* Cash and cash equivalents above include £1,024 million (2020: £878 million) of restricted cash and cash equivalents. The Group defines restricted cash and cash equivalents as where there are significant restrictions on its ability to access or use the assets and settle the liabilities of the Group, but excludes cash and cash equivalents where there are also outstanding local currency borrowings or where there is an outstanding excise liability. In addition, dividends payable would also be excluded from restricted cash and cash equivalents if the dividend has been approved by the necessary regulatory channels. Refer to note 31 for information on the Quebec Class Actions. Other shareholdings At 31 December 2021, the Group holds almost 100% (2020: 92%) of the equity shares of PT Bentoel Internasional Investama Tbk (Bentoel). In 2011, the Group sold 984 million shares, representing approximately 14% of Bentoel’s share capital, for the purposes of fulfilling certain obligations pursuant to Bapepam LK (Indonesia) takeover regulations. The Group simultaneously entered into a total return swap on 971 million of the shares. In June 2016, the Group and other investors participated in a rights issue by Bentoel, with the Group increasing its stake in Bentoel to 92%. Simultaneously, the Group amended the total return swap to take account of an additional 1,684 million shares with the shares subject to the total return swap representing 7% of Bentoel’s issued capital. While the Group did not have legal ownership of these shares, it retained the risks and rewards associated with them which resulted in the Group continuing to recognise an effective interest in 99% of Bentoel’s net assets and results. As explained in note 30, on 5 October 2021, Bentoel announced its intention to delist from the Indonesia Stock Exchange and go private by conducting a Voluntary Tender Offer (VTO). As part of this process, the Group terminated the total return swap, with legal ownership of the shares being reacquired by the Group. The process is on-going and is expected to conclude in the early part of 2022, with no material impact to the Group. Refer to note 14 for information on the Group’s 42% investment in Tisak d.d. #### 33 Summarised Financial Information The following summarised financial information is required by the rules of the Securities and Exchange Commission and has been prepared as a requirement of the Regulation S-X 3-10 in respect of the guarantees of: The financial information relates to the guarantees of: – US$12.35 billion of outstanding bonds issued by B.A.T Capital Corporation (BATCAP) in connection with the acquisition of Reynolds American Inc. (Reynolds American), including registered bonds issued in exchange for the initially issued bonds (the 2017 Bonds); – US$10.65 billion of outstanding bonds issued by BATCAP pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities; and – US$1.50 billion of outstanding bonds issued by BATIF pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities. As of July 28, 2020, all relevant Group entities suspended their reporting obligations with respect to the US$7.7 billion (2020: US$7.7 billion) of Reynolds American unsecured notes and US$40.9 million (2020: US$40.9 million) of Lorillard unsecured notes. As such, no summarised financial information is provided with respect to these securities. As described below, Reynolds American is a subsidiary guarantor of all outstanding series of BATCAP and BATIF bonds. Under the terms of the indentures governing such notes, any subsidiary guarantor (including Reynolds American) other than BATCAP or BATIF, as applicable, BATNF and BATHTN, will automatically and unconditionally be released from all obligations under its guarantee, and such guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that (1) its guarantee of all then outstanding notes issued under the Group’s EMTN Programme is released or (2) at substantially the same time its guarantee of the debt securities is terminated, such subsidiary guarantor is released from all obligations in respect of indebtedness for borrowed money for which such subsidiary guarantor is anobligor (as aguarantoror borrower).Under theEMTNProgramme,Reynolds American’sguarantee is released if at any time the aggregate amount of indebtedness for borrowed money, subject to certain exceptions, for which Reynolds American is an obligor does not exceed 10% of the outstanding long-term debt of BAT as reflected in the balance sheet included in BAT’s most recentpublicly released interim or annualconsolidated financialstatements. #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 279 #### 33 Summarised Financial Information Continued Reynolds American’s guarantee maybe released notwithstandingReynolds American guaranteeing other indebtedness, provided Reynolds American’s guarantee ofoutstanding notes issued under theEMTNProgrammeis released. IfReynolds American’sguarantee is released, BAT is not required to replace such guarantee, and the debt securities will have the benefit of fewer subsidiary guarantees for the remaining maturity of the debt securities. Note: The following summarised financial information report the unconsolidated contribution of each applicable company to the Group’s consolidatedresults andnot theseparate financialstatements for each applicablecompany as local financialstatementsare prepared in accordance with local legislative requirements and may differ from the financial information provided below. In particular, in respect of the U.S. region, all financial statements and financial information provided by or with respect to the U.S. business or RAI (and/or RAI and its subsidiaries (collectively, the Reynolds Group)) are prepared on the basis of US GAAP and constitute the primary financial statements or financial information of the U.S. business or RAI (and/or the Reynolds Group). Solely for the purpose of consolidation within the results of BAT p.l.c. and the BAT Group, this financial information is then converted to IFRS. To the extent any such financial information provided in these financial statements relates to the U.S. business or RAI (and/or the Reynolds Group), it is provided as an explanation of the U.S. business’s or RAI’s (and/or the Reynolds Group’s) primary US GAAP based financial statements and information. The subsidiaries disclosed below are wholly-owned and the guarantees provided are full and unconditional, and joint and several: a. British American Tobacco p.l.c. (as the parent guarantor), referred to as ‘BAT p.l.c.’ in the financials below; b. B.A.T Capital Corporation (as an issuer or a subsidiary guarantor, as the case may be), referred to as ‘BATCAP’ in the financials below; c. B.A.T. International Finance p.l.c. (as an issuer or a subsidiary guarantor, as the case may be), referred to as ‘BATIF’ in the financials below; d. B.A.T. Netherlands Finance B.V. (as a subsidiary guarantor), referred to as ‘BATNF’ in the financials below; e. Reynolds American Inc. (as a subsidiary guarantor), referred to as ‘RAI’ in the financials below; and f. British American Tobacco Holdings (The Netherlands) B.V. (as a subsidiary guarantor of the 2017 Bonds only), referred to as ‘BATHTN’ in the financials below. In accordance with Regulation S-X 13-01, information in respect of investments in subsidiaries that are not issuers or guarantors has been excluded from non-current assets as shown in the balance sheet table below. The ‘BATHTN’ column in the summarised financial information is only applicable in the context of the 2017 Bonds. British American Tobacco Holdings (The Netherlands) B.V. (BATHTN) is not an issuer nor guarantor of any of the other securities referenced in this note. None of the issuers or other guarantors has material balances with or an investment in BATHTN. Investments in subsidiaries represents share capital acquired in relation to or issued by subsidiary undertakings. Summarised FinancialInformation Yearended 31December 2021 BAT p.l.c. £m BATCAP £m BATIF £m BATNF £m RAI £m BATHTN £m Income Statement Revenue –––––– (Loss)/profit from operations (111) (1) (2) –3– Dividend income 6,200 ––– 4,827 164 Net finance income/(costs) 170 (43) 63 1 (421) – Profit/(loss) beforetaxation 6,259 (44) 61 1 4,409 164 Taxation on ordinary activities 5 19 1– 97 – Profit/(loss) forthe year 6,264 (25) 62 1 4,506 164 IntercompanyTransactions – IncomeStatement Transactionswith non-issuer/non-guarantor subsidiaries (expense)/income (111) (1) (2) – 36 – Transactionswith non-issuer/non-guarantor subsidiaries net finance (cost)/income (2) 709370 – 28 – Dividend income fromnon-issuer/non-guarantorsubsidiaries 6,200 ––– 4,827 164 ![]() BAT Annual Report and Form 20-F 2021 280 #### 33 Summarised Financial Information Continued Summarised Financial Information Year ended31December 2020 BAT p.l.c. £m BATCAP £m BATIF £m BATNF £m RAI £m BATHTN £m Income Statement Revenue –––––– Loss from operations (112) (1) (2) – (5) – Dividend income 5,050 ––– 4,845 224 Net finance income/(costs) 131 417 174 – (758) 1 Profit before taxation 5,069 416 172 – 4,082 225 Taxation on ordinary activities (14) (101) 4– 170 – Profit for the year 5,055 315 176 – 4,252 225 IntercompanyTransactions – IncomeStatement Transactionswith non-issuer/non-guarantor subsidiaries (expense)/income (118) (1) 4– 22 – Transactionswith non-issuer/non-guarantor subsidiaries net finance income 5 996 747 – 32 – Dividend income fromnon-issuer/non-guarantorsubsidiaries 5,050 ––– 4,845 224 Summarised FinancialInformation As at 31 December 2021 BAT p.l.c. £m BATCAP £m BATIF £m BATNF £m RAI £m BATHTN £m Balance Sheet Non-current assets 1,916 18,192 4,986 1,417 357 75 Current assets 8,443 3,583 35,772 211,033 19 Non-current liabilities 9 17,02413,667 1,417 8,778 19 Non-current borrowings – 16,96513,560 1,417 8,719 – Other non-current liabilities 9 59 107 – 5919 Current liabilities 1,607 4,633 25,451 20882 10 Current borrowings 1,580 4,602 25,081 20263 10 Other current liabilities 27 31 370 – 619 – IntercompanyTransactions – Balance Sheet Amounts duefrom non-issuer/non-guarantor subsidiaries 8,40514,999 38,539 – 1,360 19 Amounts dueto non-issuer/non-guarantor subsidiaries – 3,006 20,422 –489 Investmentin subsidiaries(that arenot issuers orguarantors) 27,234 – 718 – 23,643 1,488 Summarised Financial Information As at 31 December 2020 BAT p.l.c £m. BATCAP £m BATIF £m BATNF £m RAI £m BATHTN £m Balance Sheet Non-current assets 23618,99110,332 1,509 402 26 Current assets 7,070 3,404 30,601 22 268 15 Non-current liabilities 1,580 17,867 15,326 1,509 8,885 6 Non-current borrowings 1,571 17,867 15,243 1,509 8,823 – Other non-current liabilities 9– 83 – 62 6 Current liabilities 52 4,444 24,038 22 972 2 Current borrowings 9 4,329 23,478 22 200 1 Other current liabilities 43 115 560 – 772 1 IntercompanyTransactions – Balance Sheet Amounts duefrom non-issuer/non-guarantor subsidiaries 7,03116,088 38,761 – 620 15 Amounts dueto non-issuer/non-guarantor subsidiaries 3 3,139 19,550 – 62 1 Investmentin subsidiaries(that arenot issuers orguarantors) 27,234 – 718 – 23,820 1,580 #### Financial Statements #### Notes on Accounts #### Continued ![]() Strategic Report GovernanceReport Financial Statements Other Information BAT Annual Report and Form 20-F 2021 281 #### 33 Summarised Financial Information Continued Perpetual hybrid bonds BAT p.l.c. has issued two €1 billion of perpetual hybrid bonds which have been classified as equity as there is no contractual obligation toeither repay the principal or make payments of interest (note 22(d)). BAT p.l.c.’s unconsolidated contribution to the Group’s consolidated equity results is shown below: BAT p.l.c. As at31December 2021 £m 2020 £m Totalequity 35,977 32,908 Share capital 614 614 Share premium 107 103 Perpetual hybridbonds 1,685 – Other equity 33,571 32,191 ![]() BAT Annual Report and Form 20-F 2021 282 #### Group Companies and Undertakings This disclosure is made in accordance with Section 409 of the Companies Act 2006 and The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended by The Companies, Partnerships and Groups (Accounts and Reports) Regulations 2015. A full list of subsidiary undertakings, associates and joint ventures and joint operations as defined by IFRS (showing the country of incorporation, effective percentage of equity shares held and full registered office addresses) as at 31 December 2021 is disclosed below. The subsidiary undertakings that are held directly by British American Tobacco p.l.c. (the ultimate Parent Company) are indicated thus\*; allothers are held by sub-holding companies. Unless otherwise stated, the equity shares held are in the form of ordinary shares or common stock, except for those indicated thus # , which includepreference shares. The effective percentageof equity shares held in subsidiary undertakings is100%unless otherwise stated. Further, where the effective percentage of equity shares held by the sub-holding company is different from that held by British American Tobacco p.l.c., the percentage of equity shares held by British American Tobacco p.l.c. is indicated thus^ and is shown after the percentageinterest held bythe sub-holdingcompany. The resultsof a number of these subsidiary undertakings principallyaffect the financialstatementsof the Group. These principal subsidiary undertakings are highlighted in grey and are considered to be the main corporate entities in those countries which, in aggregate, contributed 89% of the Group revenue and 100% of profit from operations. #### Subsidiary Undertakings Albania Rruga e Kavajes, Ish Kombinati Ushqimor, Tirana, Albania British American Tobacco – Albania SH.P.K. Algeria Zone d’activité El Omran, Route de Ouled Fayet, Ilot 789- Lot 04, Cheraga, Alger, Algerié British American Tobacco (Algérie) S.P.A. (51%) Angola Viana Park, Polo Industrial,Viana, Luanda, Angola British American Tobacco – B.A.T. Angola, Limitada 1 Sociedade Geral deDistribuição e Comércio,Limitada Sociedade Industrial Tabacos Angola LDA (77.60%) Sociedade Unificada Tabacos Angola LDA (76.39%) Argentina San Martín 140, Floor 14, City of Buenos Aires, Argentina BAT Operaciones S.A.U. British American Tobacco Argentina S.A.I.C.y F. (99.98%) Australia 166 William Street, Woolloomooloo,NSW 2011,Australia British American Tobacco South East Asia Pty Limited British AmericanTobacco Australasia Limited British AmericanTobacco Australia Limited British American Tobacco Australia Overseas Pty Limited British AmericanTobacco Australia Services Limited Rothmans Asia Pacific Limited # The Benson & Hedges Company Pty. Limited W.D. & H.O. Wills Holdings Limited Austria Dr. Karl Lueger Platz 5, 1010, Wien, Austria British American Tobacco (Austria) GmbH Bahrain Flat 2115, Building 2504, Road 2832, Block 428 Al Seef Area, Kingdom of Bahrain British American Tobacco Middle East W.L.L Bangladesh New DOHSRoad, Mohakhali, Dhaka 1206, Bangladesh British American Tobacco Bangladesh Company Limited (72.91%) Barbados Chancery Chambers, Chancery House, High Street,Bridgetown, Barbados SouthwardInsurance Ltd. Belarus 7th Floor, 3 Kuprevicha Str., Minsk, 220141, Belarus British-American Tobacco Trading Company ForeignTrade Unitary Enterprise Belgium Globe House, 4 Temple Place, London, WC2R 2PG, United Kingdom British American Tobacco Holdings Belgium N.V. Nieuwe Gentsesteenweg 21, 1702 Groot-Bijgaarden, Belgium British American Tobacco Belgium N.V. Benin Cotonou, Lot Numbero H19, Quartiers Les Cocotiers, 01 BP 2520, Benin British American Tobacco Benin SA Bolivia Av. Ballivian entre calles 11 y 12 No. 555, Edificio El Dorial, Piso 19, Oficina E, Zona de Calacoto, La Paz, Bolivia BAT Bolivia S.R.L. #### Financial Statements ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 283 Bosnia and Herzegovina Fra Dominka Mandica 24 A, 88220 Široki Brijeg, Bosnia and Herzegovina IPRESS d.o.o. ul. Azize Ša´cirbegovi´c 1, 71000 Sarajevo-Novo Sarajevo,Bosnia andHerzegovina TDR d.o.o. Sarajevo ul. Kolodvorska 12, 71000Sarajevo-Novo Sarajevo, Bosnia and Herzegovina iNovine BH d.o.o. Botswana Plot 20774 Broadhurst Industrial Estate, Gaborone, Botswana British American Tobacco Botswana (Pty) Limited Business Venture Investments Botswana 6773 (Pty) Ltd. Brazil Avenida República do Chile, nº 330, Bloco 1, Torre Leste, 30º andar, Centro, Rio de Janeiro/RJ - CEP 20.031-170, Brazil Souza Cruz LTDA Yolanda Participacoes S.A. Brunei Darussalam 6thFloor, Bang HjAhmad Laksamana Othman, 38-39,Jalan Sultan, Bandar Seri Begawan BS8811, BruneiDarussalam Commercial Marketers and Distributors Sdn. Bhd. (100%) (50%)^ (In Liquidation) Bulgaria 115 M, Tsarigradsko Shose Blvd., Building D, Floor 5, Sofia, Mladost Municipality, 1784, Bulgaria British American Tobacco Trading EOOD BurkinaFaso Ouagadougou, Avenue Yennega, BP:882, Ouagadougou, Burkina Faso Tobacco Marketing Consultant BurkinaFaso SARL Burundi Avenue de L’Uprina a Bujumbura, BP 345, Burundi Tabarundi SARL Cambodia 1121 National Road 2, Prek Tanou Village, Sangkat Chak Ang Re Leu, Khan Mean Chey, Phnom Penh, Kingdom ofCambodia British American Tobacco (Cambodia) Limited (71%) British AmericanTobacco (Cambodge) International Limited Cameroon Rue Njo Njo, Bonapriso – B.P. 259, Douala, Cameroon British American Tobacco Cameroun S.A. (99.76%) Canada 30 Pedigree Court, Brampton, Ontario, L6T 5T8, Canada Imperial Tobacco Canada Limited Imperial Tobacco Company Limited 3711 St-Antoine West, Montreal, Quebec, H4C 3P6, Canada Allan Ramsay and Company Limited Cameo Inc. Genstar Corporation 2 Imperial Brands Limited Imperial Tobacco Products Limited Imperial Tobacco Services Inc. John Player & Sons Ltd Liggett & Myers Tobacco Company of Canada Limited (70%) (50%)^ 3 Marlboro CanadaLimited Medaillon Inc. 45 O’Connor Street, Suite 1500, Ottawa, Ontario, K1P 1A4, Canada 2004969 Ontario Inc. Cayman Islands Trident Trust Company (Cayman) Ltd., One Capital Place, POBox 847, Grand Cayman KY1-1103,Cayman Islands R.J. Reynolds Tobacco (CI), Co. Chile Isidora Goyenechea 3000, Piso 15, of 1501, Las Condes, Santiago, Chile BAT Chile S.A. British American Tobacco Chile Operaciones S.A. (99.51%) InversionesCasablanca S.A. China (People’s Republic of) 607, Floor 6, China Resources Tower, No. 2666 South Keyuan Road, Zhuhai Community, Yuehai Street, Nanshan District, Shenzhen, People’s Republic of China Nicoventures Business Consulting (Shenzhen) Co., Ltd Room 436, No. 1000, Zenchen Road, Baoshan District, Shanghai, People’s Republic of China British American (Shanghai) Enterprise Development Co., Ltd British American Nico Business Consulting (Shanghai) Co., Ltd Unit 1001 in 901, 9/F, Building 3, No.8 Guanghuadongli, Chaoyang District, Beijing, People’s Republic of China British American Consulting (Beijing) Co., Ltd Colombia Av. Cra. 72 # 80-94 Piso 10. Bogotá, Colombia British American Tobacco ColombiaS.A.S. Vype ColombiaS.A.S. Congo (Democratic Republic of) 1er étage, Immeuble duCentenaire, Gombe, Kinshasa, Democratic Republic of Congo British American Tobacco Congo SARL (In Liquidation) BAT Distribution SARL (In Liquidation) 1st floor Immeuble L’horizon sis avenue Colonel Lukusa n.50, Gombe, Kinshasa, Democratic Republic of Congo British American Tobacco Services Congo SARL British American Tobacco Import SARL Costa Rica 325 Metros este del Puente de la Firestone, Llorente, Flores, Heredia, Costa Rica BASS Americas S.A. BATCCA Park Inversiones Immobiliarias, S.A. BATCCAServicios S.A. ![]() BAT Annual Report and Form 20-F 2021 284 Croatia Draškovi´ceva 27, 10000 Zagreb, Croatia Inovine d.d. (93.42%) Ivana Lu˘ci´ca 2/a, 10000 Zagreb, Croatia BAT HRVATSKA d.o.o. u likvidaciji Obala V. Nazora 1, 52210 Rovinj, Croatia TDR d.o.o. Osje˘cka 2, 33000 Virovitica, Croatia Hrvatski Duhani d.d. Tobacco Leaf Processing (89.55%) (95.25%)^ Cuba Parcela nº 2 a noroeste do terminal de contêineres de Mariel, a 2,2 km do vértice nº 4, Município de Mariel, Província de Artemisa, na República de Cuba. Brascuba Cigarrillos S.A. (50%) Cyprus Photiades Business Centre, 5th Floor, 8 Stasinou Avenue, Nicosia, CY-1060, Cyprus B.A.T (Cyprus) Limited Rothmans (Middle East) Limited Czech Republic Karolinská 654/2, Prague 8 – Karlín, 186 00, Czech Republic British American Tobacco (Czech Republic), s.r.o. Denmark Bernstorffsgade 50, 1577 Copenhagen, Denmark British American Tobacco Denmark A/S (House of Prince A/S) Precis(1789) DenmarkA/S Djibouti Rue de Magadiscio, Lot No. 133, Djibouti City, Djibouti British American Tobacco Djibouti SARL Egypt Administrative unit no.1, 5th Floor, Building S2B, Sector A, Downtown Mall Katameya, 5th settlement, New Cairo, Egypt BETCO forGeneral Services andMarketing LLC BETCO for Trade and Distribution LLC British American Tobacco Egypt LLC British American Tobacco North Africa LLC English American Company for Importation and Trade LLC (In Liquidation) Eritrea P.O. Box 749, 62 Fel Ket Street, Asmara, Eritrea British American Tobacco (Eritrea) Share Company # Estonia Tornimäe 7-10, 10145 Tallinn, Estonia British American Tobacco Estonia AS Fiji Lady Maria Road, Nabua, Suva, Fiji British American Tobacco (Fiji) Marketing Pte Limited CentralManufacturing Company PteLimited Rothmans of Pall Mall (Fiji) Pte Limited Finland c/o Retail 24, Olarinluoma 7, 02200 Espoo, Finland British American Tobacco Finland Oy France 111 Avenue Victor Hugo, Paris, 75016, France CarrerasFrance SAS Tour Légende, 20 place de la Défense, CS 80289, 92050 Paris La Défense Cedex, France British American Tobacco France SAS Germany Alsterufer 4, 20354 Hamburg, Germany BATIG Gesellschaft fur Beteiligungen m.b.H. British AmericanTobacco (Germany) GmbH British American Tobacco (Industrie) GmbH Schutterwalder Straße. 23,01458Ottendorf-Okrilla, Germany Quantus Beteiligungs – und Beratungsgesellschaft mbH Ghana 4th Floor, Volta Place, Airport Residence Area, Patrice Lumumba Street, Accra, Ghana British American Tobacco Ghana Limited (97.09%) Greece 27, Ag. Thoma Street, Maroussi, 151 24, Greece British American Tobacco Hellas S.A. Guernsey St. Martin’s House, Le Bordage, St. Peter’s Port, GY1 4AU, Guernsey BelaireInsurance CompanyLimited Guyana Lot122Parade Street, Kingston, Georgetown, Guyana Demerara Tobacco CompanyLimited(70.25%) Honduras Boulevard del Sur, Zona El Cacao, San Pedro Sula, Depart. de Cortés, Honduras Tabacalera Hondureña S.A. (83.64%) Hong Kong 11/F, One Pacific Place, 88 Queensway, Hong Kong British American Tobacco China Investments Limited LEHMAN, LEE & XU CORPORATE SERVICES, Suite 3313, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong Reynolds Asia-Pacific Limited Level 30, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong British American Tobacco Asia-Pacific Region Limited British-American Tobacco Company (Hong Kong) Limited Level 24, Suites 2407 - 09, 3 Pacific Place, 1 Queen’s Road East, Wanchai, HongKong BAT Global Travel Retail Limited Hungary H-1124, Budapest, Csörsz utca 49-51. 3. em., Hungary BAT Pécsi Dohánygyár Korlátolt Felelosségu Társaság #### Financial Statements #### Group Companies and Undertakings #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 285 Indonesia Capital Place Office Tower, 6th Floor, Jl. Gatot Subroto Kav. 18, Jakarta 12710Indonesia PT Bentoel Internasional Investama, Tbk(99.96%) Jl. RayaKaranglo, 1Desa Banjararum, KecamatanSingosari, Jawa Timur 65153 Indonesia PT Bentoel Prima 4 (100%)(99.99%)^ Jl. Susanto No. 2B, Ciptomulyo, Sukun, Malang, Jawa Timur 65148Indonesia PT Bentoel Distribusi Utama (100%) (99.8%)^ Iraq Empire Business Tower, Building C5, 2nd Floor, Erbil, Kurdistan Region of Iraq B.A.T. Iraqia Company for Tobacco Trading Limited Ireland Suite D, 2nd Floor, The Apex Building, Blackthorn Road, Sandyford Industrial Estate, Dublin 18, Republic of Ireland CarrollGroup Distributors Limited P.J. Carroll & Company Limited Rothmansof PallMall (Ireland) Limited 5 Isle of Man 2nd Floor, St Mary’s Court, 20 Hill Street, Douglas, IM1 1EU, IsleofMan Abbey Investment Company Limited The Raleigh Investment Company Limited Tobacco Manufacturers (India) Limited Italy Via Amsterdam 147, 00144 Rome, Italy British AmericanTobacco Italia S.p.A. Ivory Coast Rue des Jardins -Immeuble Sayegh-Mezzanine, Abidjan, Cocody 2 plateaux, Côte d’Ivoire British American Tobacco RCI SARL Jamaica 13A Ripon Road, Kingston 5, Jamaica Carreras Limited (50.40%) 9 Sans Souci Development Limited (100%) (50.40%) ^ 9 Sans Souci Limited (100%) (50.40%) ^ 9 Japan Midtown Tower 20F, 9-7-1 Akasaka, Minato-ku, Tokyo, Japan British AmericanTobacco Japan, Ltd. Jersey 22 Grenville Street, St Helier, JE4 8PX, Jersey Pathway 5 (Jersey) Limited Jordan Airport Road, Al Qastal Industrial Area, Air Cargo Road, Amman, Jordan British American Tobacco – Jordan Private Shareholding Company Limited Kazakhstan 240G, Nursultan Nazarbayev avenue, A26F8D4 Almaty, Republic of Kazakhstan British AmericanTobacco Kazakhstan Trading LLP Kenya 8 Likoni Road, Industrial Area, P.O. Box 30000-00100, Nairobi, Kenya BAT Kenya Tobacco Company Limited (100%) (60%)^ British American Tobacco Area Limited British American Tobacco Kenya plc (60%) East African Tobacco Company (Kenya) Limited (100%) (60%)^ (In Liquidation) Korea, Republic of 141,Gongdan1-ro,Sanam-Myun, Sacheon City,Kyungsangnamdo, Korea (the Republic of) British American Tobacco Korea Manufacturing Limited 42FI Gangnam Finance Center, 152Teheran-ro,Gangnam-gu, Seoul, Korea (the Republic of) British American Tobacco Korea Limited Kosovo, Republic of Llapllasellep.n., 10500 Gracanicë,Republicof Kosovo British American Tobacco Kosovo SH.P.K. Latvia Mukusalas iela 101, Riga LV-1004, Latvia British American Tobacco Latvia SIA Lithuania J. Galvydžio g. 11-7, LT-08236 Vilnius, Lithuania UAB British American Tobacco Lietuva Luxembourg 1, Rue Jean Piret, 2350 Luxembourg, Grand Duchy ofLuxembourg British AmericanTobacco Brands (Switzerland) Limited Malawi Northgate Arcade Complex, Masauko Chipembere Highway, Blantyre, Malawi British American Tobacco (Malawi) Limited Malaysia 12th Floor, Menara Symphony, No. 5, Jalan Prof Khoo Kay Kim, Seksyen 13,46200, Petaling Jaya, Selangor Darul Ehsan, Malaysia British American Tobacco GSD (Kuala Lumpur) Sdn Bhd Level 11, Sunway Geo Tower, Jalan Lagoon Selatan, Sunway South Quay, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan, Malaysia BAT Aspac Service Centre Sdn Bhd Level19,Guoco Tower, Damansara City, No. 6Jalan Damanlela, Bukit Damansara, 50490 KualaLumpur, Malaysia British AmericanTobacco Malaysia Foundation 8 British American Tobacco (Malaysia) Berhad (50%) Commercial Marketers and Distributors Sdn. Bhd. (100%) (50%)^ Rothmans Brands Sdn. Bhd. (100%) (50%)^ (In Liquidation) Tobacco Importers and Manufacturers Sdn. Bhd. (100%) (50%)^ ![]() BAT Annual Report and Form 20-F 2021 286 Mali DJELIBOUGOU-Immeuble BASSARO- BP 2065, Bamako-Mali British American Tobacco (Mali) Sarl Malta PM Building, Level 2, Bone Street, Zone 1, Central Business District, Birkirkara, CBD 1060,Malta British American Tobacco (Malta) Limited CentralCigarette Company Limited Rothmansof PallMall (Malta) Limited Mexico FranciscoI Madero 2750 Poniente, Colonia Centro,Monterrey, NuevoLeón, C.P. 64000, Mexico BAT DBS Mexico S.A. de C.V. 4 British American Tobacco Mexico Comercial, S.A. de C.V. British American Tobacco Mexico, S.A. de C.V. 4 British American Tobacco Servicios S.A. de C.V. Cigarrera La Moderna, S.A. deC.V. Predio Los Sauces Sin número, Colonia Los Sauces, C.P. 63197, Tepic, Nayarit, Mexico Procesadora de Tabacos de Mexico, S.A. de C.V. (93%) Moldova, Republic of 65, Stephan cel Mare Str., off. 416, Chisinau, MD2001, Republicof Moldova British American Tobacco – Moldova S.R.L. Mozambique 2289 Avenida de Angola, Maputo, Mozambique British American Tobacco Mozambique Limitada (95%) Myanmar Min Aye Yar Street, Plot No. (55, 56), Survey Ward No. (14) Shwe Than Lwin Industrial Zone, Hlaing Tharyar Township Yangon Region, Myanmar British American Tobacco Myanmar Limited (95%) 9 British AmericanTobacco Myanmar Services Limited 9 Namibia 24 Orban Street, Klein Windhoek, Namibia Twisp (Pty) Limited Shop 48, Second Floor Old Power Station Complex, Armstrong Street, Windhoek, Namibia British American Tobacco Namibia (Pty) Limited Netherlands Handelsweg 53 A, 1181 ZA, Amstelveen, Netherlands Aruba Properties B.V. B.A.T. Netherlands Finance B.V. British American Tobacco European Operations Centre B.V. British American Tobacco Exports B.V. British AmericanTobacco Holdings (Australia)B.V. British American Tobacco Holdings (Malaysia) B.V. British American Tobacco Holdings (South Africa) B.V. British American Tobacco Holdings (The Netherlands) B.V. British American Tobacco Holdings (Venezuela) B.V. British American Tobacco Holdings (Vietnam) B.V. British American Tobacco International (Holdings) B.V. MolensteeghInvestB.V. Precis (1790) B.V. Rothmans Far East B.V. RothmansInternational Holdings B.V. Rothmans Tobacco Investments B.V. Rothmans UK Holdings B.V. NewZealand 2 Watt Street, Parnell, Auckland, 1052, New Zealand BAT (New Zealand) Limited BAT Holdings (New Zealand) Limited Mint Advisory Limited, Suite 6, 8 Turua Street, St Heliers, Auckland, 1071,New Zealand New Zealand (UK Finance) Limited # Nigeria 1, Tobacco Road, Oluyole Local Government Area, Ibadan, Oyo State, Nigeria British AmericanTobacco (Nigeria) Limited 2 Olumegbon Road, Ikoyi, Lagos, Nigeria British AmericanTobacco Marketing Nigeria Limited #### Financial Statements #### Group Companies and Undertakings #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 287 North Macedonia, Republic of Blvd. 8-mi SEPTEMVRI No. 18, 1000 Skopje, Republic of Macedonia TDR SKOPJE DOOEL Skopje Norway Dronning Eufemias Gate 42. 0191 Oslo, Norway British American Tobacco Norway AS Pakistan Serena Business Complex. Khayaban-e-Suhrwardy, Islamabad, Pakistan British American Tobacco SAA Services (Private) Ltd Pakistan Tobacco CompanyLimited(94.65%) Bun Khurma Chichian Road, Mirpur Azad Jammu & Kashmir, Pakistan Phoenix (Private) Limited (100%) (94.65%)^ Panama Calle 54, Obarrio, PH Twist Tower, Piso 22, Oficina E-22, CorregimientoBella Vista, Ciudad dePanama, Panama British American Tobacco Central America S.A. (87.65%) British American Tobacco Panama S.A. Tabacalera Istmeña S.A. Via Fernandez deCordoba, Corregimiento ofPueblo Nuevo, Panama City, Panama BAT Caribbean, S.A. Papua New Guinea Ashurst Png, Level 11 Mrdc Haus, Cnr Of Musgrave Street and ChampionParade, Port Moresby, National CapitalDistrict, Papua New Guinea British American Tobacco (PNG) Limited Papua New Guinea Tobacco Co. Ltd Paradise Tobacco Co. Limited Rothmans of Pall Mall (P.N.G) Limited Paraguay Roque Centurion Miranda 1635, AYMAC II, Piso 2, Asunción, Paraguay British American Tobacco Productora de Cigarrillos S.A. Peru Av. El Derby No 055, Torre 3, Oficinas 405-406-407-408, Urb. Lima Polo and Hunt Club, Santiago de Surco, Lima, Perú British American Tobacco del Peru Holdings S.A. (98.55%) 6 British American Tobacco del Peru, S.A.C. Philippines 31 Tayuman Street, Tondo, Manila, Philippines Alhambra IndustriesInc. # Poland Aleja Wojska Polskiego 23c, 63-500, Ostrzeszow, Poland CHIC sp.zo.o Chic Holding sp.zo.o (In Liquidation) ESMOKING LIQUIDS SP. Z O.O Krakowiakow 48, 02-255, Warszawa, Poland British American Tobacco Polska Trading sp. zo.o. Rubiez 46, 61-612, Poznan, Poland eSMOKING INSITUTE sp.zo ul. IŁZECKA 26E, 02-135, Warszawa, Poland Nicoventures Poland sp. Z.o.o. Ul. Tytoniowa 16, 16-300, Augustow, Poland British-American Tobacco Polska S.A. Portugal Edificio Amoreiras Square, Rua Carlos Alberto da Mota Pinto 17, 3e A, 1070-313, Amoreiras, Lisboa, Portugal COTAPO EmpreendimentosCommerciaise IndustriaisS.A. Sociedade Unificada de Tabacos Limitada (76.4%) Qatar P.O. Box 6689, 41 Floor, Tornado Tower, West Bay, Doha, Qatar British American Tobacco Q LLC Réunion 5, Immeuble Cap, Avenue Théodore Drouhet, ZAC Horizon 2000, LePort, 97420, IIe de la Réunion B.A.T. La Reunion SAS Romania 319 Splaiul Independentei, Sema Parc ‘City Building’, 1st Floor, 6thSector, Bucharest, Romania British American Shared Services (Europe) S.R.L. 319 Splaiul Independentei, Sema Parc ‘City Building’, 6th Floor, 6thSector, Bucharest, Romania BRITISH American GBS Recruitment S.R.L. Ploiesti,17-19 Laboratorului Street,Prahova County,Romania British-American Tobacco (Romania) Investment S.R.L. Bucharest Business Park, Building A (3rd floor) and Building B2 (floors 3-4), 1A Bucuresti – Ploiesti (DN1) Road, Sector 1, Bucharest 013681, Romania British American Tobacco (Romania) Trading SRL Russia 38, 3rd Konnaya lakhta, Saint Petersburg, 197229 Russia JSC ‘British American Tobacco-SPb’ # Building 2, 17 Krylatskaya Street, Moscow, 121614 Russia JSC ‘International Tobacco Marketing Services’ Rwanda SORAS Building, Boulevard de la Revolution P.O Box 650 Kigali, Rwanda British American Tobacco Rwanda Limited Saint Lucia c/o ADCO Incorporated, 10 Manoel Street, Castries, Saint Lucia Carisma Marketing ServicesLtd PointeSeraphine, Castries, SaintLucia RothmansHoldings (Caricom) Limited Samoa Vaitele Estate, Vaitele, Samoa British American Tobacco Company (Samoa) Limited Saudi Arabia, Kingdom Of 7051 Al Amir Sultan-Al Salamah District, Unit 1302. Jeddah 23525 - 2661, Saudi Arabia BAT Saudia for Trading BAT Arabia for Trading Senegal Almadies, Route Hôtel Méridien en Face Club Med, Dakar, Senegal BP 3174 Tobacco Marketing Consultant TMC S.A.R.L. (In Liquidation) ![]() BAT Annual Report and Form 20-F 2021 288 Serbia Bulevar Milutina Milankovica 1ž,Belgrade, 11070, Serbia British American Tobacco South – East Europe d.o.o. Beograd Kralja Stefana Provencanog 209, Vranje, 17500, Serbia British AmericanTobacco Vranje a.d.Vranja Singapore 15 Senoko Loop, Singapore, 758168 British-American Tobacco (Singapore) Private Limited British-American Tobacco Marketing (Singapore) Private Limited 18 Ah Hood Road #12-51, Hiap Hoe Bldg at Zhongshan Park, Singapore, 329983 British American Tobacco Sales & Marketing Singapore Pte. Ltd. Shenton Way, #33-00 OUE Downtown, Singapore 068809 RHL Investments Pte Limited # (In Liquidation) Slovenia Bravni˘carjevaulica 13,1000 Ljubljana, Slovenia British American Tobacco d.o.o. Solomon Islands Kukum Highway,Ranadi, Honiara, Honiara, SolomonIslands Solomon Islands Tobacco Company Limited South Africa Waterway House South, 3 Dock Road, V&A Waterfront, Cape Town, Western Cape 8002, South Africa Agrega EEMEA (Pty) Ltd Amalgamated Tobacco Corporation (South Africa) (Pty) Ltd American Cigarette Company (Overseas) (Pty) Ltd Benson and Hedges (Pty) Ltd British American Shared Services Africa Middle East (Pty) Ltd British American Tobacco GSD (South Africa) (Pty) Ltd British American Tobacco Holdings South Africa (Pty) Ltd # British American Tobacco Properties South Africa (Pty) Ltd. British American Tobacco Services South Africa (Pty) Ltd British American Tobacco South Africa (Pty) Ltd British American Tobacco East and Southern Africa (Pty) Ltd Brown & Williamson Tobacco Corporation (Pty) Ltd Business Venture Investments No 216 (Pty) Ltd Carlton Cigarette Company (Pty) Ltd John Chapman(Pty)Ltd John Player & Sons (Pty) Ltd Kentucky Tobacco Corporation (Pty) Ltd Martins of London (Pty) Ltd Rembrandt Tobacco Corporation(Overseas) (Pty) Ltd Riggio Tobacco Corporation of New York (Pty) Ltd Rothmans of Pall Mall London (Pty) Ltd St Regis Tobacco Corporation (Pty) Ltd Thomas Bear’s Son and Company (Pty) Ltd Tobacco Research and Development Institute (Pty) Ltd Twisp (Pty) Ltd WD and HO Wills (Pty) Ltd Westminster Tobacco Company (Cape Town and London) (Pty) Ltd Winfield Tobacco Corporation (Pty) Ltd Winston Tobacco Company (Pty) Ltd Spain Torreo Espacio, Paseo de la Castellana, 259D, 28046 Madrid, Spain British American Tobacco España, S.A. Sri Lanka 178 Srimath Ramanathan Mawatha, Colombo, 15, Sri Lanka Ceylon Tobacco Company Plc (84.13%) Sudan Byblos Tower, Al-Muk Nemer Street, Postal Code 11111, P.O.Box 1381, Khartoum, Sudan Blue Nile Cigarette Company Limited Swaziland 213 King Mswati III Avenue West, Matsapha Industrial Site, Mutsapha, eSwatini British American Tobacco Swaziland (Pty) Limited Sweden Hyllie Boulevard 32, 215 32 Malmö, Sweden Niconovum AB Stenåldersgatan23, 213 76 Malmö, Sweden Fiedler & Lundgren AB Winnington AB VästraTrädgårdsgatan 15, 11153 Stockholm, Sweden British American Tobacco Sweden AB Switzerland c/o British American Tobacco Switzerland S.A., Route de France 17, 2926 Boncourt, Switzerland American-CigaretteCompany (Overseas) Limited British American Tobacco Switzerland SA BAT Switzerland Vending SA Rothmans of Pall Mall Limited Routede France17, 2926Boncourt, Switzerland Nicoventures Communications (Switzerland) SA c/o NBA Fiduciaire S.A., Route de la Glâne 107, c/o NBA Fiduciaire S.A. 1752 Villars-sur-Glâne, Switzerland Intertab S.A. (50%) c/o Bright Law AG, Bundesplatz, 6302 Zug, Switzerland British American Tobacco International Limited (In Liquidation) Tanzania Acacia Estate Building, Kinondoni Road, P.O Box 288, Dar es Salaam, Tanzania BAT Distribution Tanzania Limited British American Tobacco (Tanzania) Limited (In Liquidation) International Cigarette Distributors Limited (99%) (In Liquidation) Zanzibar Distribution Company Limited (99%) (In Liquidation) Trinidadand Tobago Corner Eastern Main Road and Mt. D’or Road, Champs Fleurs, Trinidadand Tobago The West Indian Tobacco Company Limited (50.13%) Turkey Orjin Maslak İş Merkezi, Eski Büyükdere Caddesi, Kat 9-10, Maslak, Sarıyer, İstanbul British American Tobacco Tütün Mamulleri Sanayi ve Ticaret Anonim Sirketi #### Financial Statements #### Group Companies and Undertakings #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 289 Uganda 10th Floor, Lotis Towers, Plot 16 Mackinnon Road, Nakasero, Kampala, Uganda British American Tobacco Uganda Limited (90%) Ukraine 13-15 Bolsunovska Str, Kyiv, 01014 Ukraine LLC ‘British American Tobacco Sales and Marketing Ukraine’ 21 Nezalezhnosti Str, Chernihiv Oblast, Prylucky, 17502, Ukraine PJSC ‘A/T B.A.T. – Prilucky Tobacco Company’ United Arab Emirates Jumeriah Business Centre 3, 37th Floor, Jumeirah Lake Towers, Dubai, P.O. Box 337222, United Arab Emirates British American Tobacco GCC DMCC British American Tobacco ME DMCC Unit # 2680, DMCC Business Center- Level # 1, Jewellery & Gemplex 3 Dubai, United Arab Emirates British AmericanTobacco International DMCC UnitedKingdom 212-218 Upper Newtownards Road, Belfast, BT4 3ET, Northern Ireland Murray, Sons & Company, Limited 7 More London, Riverside, London, SE1 2RT, United Kingdom Ryesekks P.L.C. (50%) (In Liquidation) Building 7, Chiswick Business Park, 566 Chiswick High Road, London, W4 5YG, United Kingdom British American Tobacco UK Limited Ten Motives Limited 10 Motives Limited Globe House, 1 Water Street, London, WC2R 3LA, United Kingdom Advanced Technologies (Cambridge) Limited Allen & Ginter (UK) Limited B.A.T (U.K. and Export) Limited B.A.T Cambodia (Investments) Limited B.A.T Far East Holding Limited B.A.T Far East Leaf Limited B.A.T ServicesLimited B.A.TUzbekistan (Investments)Limited B.A.T Vietnam Limited B.A.T. (Westminster House) Limited B.A.T. China Limited BAT Finance COP Limited BATIF Dollar Limited BATUS Limited Big Ben Tobacco Company Limited British American Shared Services (GSD) Limited British American Shared Services Limited British American Tobacco (AIT) Limited British American Tobacco (GLP) Limited British American Tobacco (Investments) Limited British American Tobacco (Philippines) Limited British American Tobacco (Serbia) Limited British American Tobacco (South America) Limited British American Tobacco China Holdings Limited British American Tobacco Exports Limited British American Tobacco Georgia Limited British American Tobacco Global Travel Retail Limited British American Tobacco International Holdings (UK) Limited British American Tobacco Investments (Central & Eastern Europe) Limited British American Tobacco Italy Investments Limited British American Tobacco Italy Limited British American Tobacco Korea (Investments) Limited British American Tobacco Malaysia (Investments) Limited British American Tobacco Peru Holdings Limited British American Tobacco UK Pension Fund Trustee Limited 9 British-American Tobacco (Mauritius) p.l.c. CarrerasRothmans Limited # Chelwood Trading & Investment Company Limited East African Tobacco Company (U.K.) Limited Kbio Holdings Limited Lord Extra Limited Myddleton Investment Company Limited Nicovations Limited Nicoventures Holdings Limited Nicoventures Retail (UK) Limited Nicoventures Trading Limited Powhattan Limited Precis (2396) Limited Ridirectors Limited Rothmans Exports Limited RothmansInternational Limited RothmansInternational Services Limited Rothmans International Tobacco (UK) Limited Rothmans of Pall Mall (Overseas) Limited Rothmans Trading Limited Ryservs (1995)Limited Ryservs (No.3)Limited Tobacco Exporters International Limited Tobacco MarketingConsultants Limited Venezuela Property Company Limited Westanley Trading & Investment Company Limited Westminster Tobacco Company Limited Globe House, 2 Milford Lane, London, WC2R 3LN, United Kingdom World Investment Company Limited ![]() BAT Annual Report and Form 20-F 2021 290 Globe House, 4 Temple Place, London, WC2R 2PG, United Kingdom Amalgamated Tobacco Company Limited American Cigarette Company(Overseas) Limited Ardath Tobacco Company Limited B.A.TAdditionalRetirement Benefit Scheme TrusteeLimited B.A.T Industries p.l.c. B.A.T. InternationalFinance p.l.c.\* B.A.T. Operating Finance Limited BATLaw Limited BATMark Limited\* Benson & Hedges (Overseas) Limited British American Global Shared Services Limited British American Tobacco (1998) Limited\* British American Tobacco (2009) Limited British American Tobacco (2009 PCA) Limited British American Tobacco (2012) Limited British American Tobacco (Brands) Limited British American Tobacco (Corby) Limited British American Tobacco (NGP) Limited British American Tobacco Healthcare Trustee Limited British American Tobacco Taiwan Logistics Limited British-American Tobacco (Holdings) Limited Brown &Williamson Tobacco Corporation (Export) Limited BTomorrowVentures Limited CarrerasLimited Courtleigh ofLondon Limited Dunhill Tobacco of London Limited John Sinclair Limited Louisville Securities Limited Moorgate Tobacco Co. Limited Peter Jackson (Overseas) Limited Precis (1789) Limited Precis (1814) Limited RothmansInternational Enterprises Limited Rothmans of Pall Mall Limited Senior Service (Overseas) Limited South Western Nominees Limited The London Tobacco CompanyLimited Tobacco InsuranceCompany Limited Weston (2009)Limited Weston Investment Company Limited United States CSC-Lawyers Incorporating Service, 2710 Gateway Oaks Drive, Suite 150N, Sacramento CA 95833-3505, United States Genstar Pacific Corporation 251 Little Falls Drive, Wilmington, DE 19808, United States B.A.TCapital Corporation BATUS HoldingsInc. BATUS Japan, Inc. BATUS Retail Services, Inc. British American Tobacco (Brands), Inc. Brown & Williamson Holdings, Inc. BT DE Investments Inc. Btomorrow Innovation Hub Inc. BTI 2014 LLC Imasco Holdings Group, Inc. Imasco Holdings, Inc. ITL (USA) Limited Louisville Corporate Services, Inc. Nicoventures U.S. Limited Farmers Bank Building, Suite 1402, 301 N. Market Street, Wilmington, DE 19801, United States Reynolds Finance Company 3700 Airpark Drive, Owensboro, KY 42301, United States KBio, Inc. 401 N. Main Street, Winston-Salem, NC 27101, United States ConwoodHoldings, Inc. EXP Homes, LLC Lorillard Licensing Company LLC Lorillard, LLC Modoral Brands Inc. Northern Brands International, Inc. R.J. Reynolds Global Products, Inc. R.J. ReynoldsTobacco Company R.J. ReynoldsTobacco International, Inc R.J. ReynoldsVapor Company R.J. ReynoldsTobacco Co. R.J. ReynoldsTobacco Holdings, Inc. RAI InnovationsCompany RAI International, Inc. RAI Services Company RAI Strategic Holdings, Inc. Reynolds American Inc. Reynolds BrandsInc. Reynolds MarketingServices Company Reynolds Technologies, Inc. RJR Realty Relocation Services, Inc. RJR Vapor Co., LLC Rosswil LLC S.F. Imports, Inc. Spot You More, Inc. Vuse Stores LLC #### Financial Statements #### Group Companies and Undertakings #### Continued ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 291 3220 Knotts Grove Road, Oxford, NC 27565, United States Santa Fe Natural Tobacco Company, Inc. 5106, Tradeport Dr., Memphis, TN 38141, United States American Snuff Company, LLC Uruguay Juncal 1392, Montevideo, Uruguay Kellian S.A. Uzbekistan 77 Minor Passage, Tashkent, 100084, Uzbekistan JSC JV “UZBAT A.O.” (97.38%) Venezuela Registro Mecantil Primero de la Circunscripción, Judical des Distrito, Capital yEstado, Miranda, Venezuela Agrega de Venezuela, Agreven, C.A. (50%) (In Liquidation) Avenida Franciscode Miranda, Edificio Bigott, Los Ruices, Caracas – Estado Miranda, 1010, Venezuela Agrobigott, C.A. Compania Anonima CigarreraBigott Sucesores Distribuidora Bigott, C.A. Avenida Franciscode Miranda, TorreRegelfall, Municipio Chacao, Estado, Miranda, Caracas, Venezuela Proyectos de Inversion BAT 1902 C.A. Vietnam 20/F Mplaza Saigon, 39 Le Duan Street, Ben Nghe Ward, District1, Ho Chi Minh City, Vietnam East Asia Area Services Company Limited 7 Area 8, Long Binh Ward, Bien Hoa City, Dong Nai Province, Vietnam British American Tobacco – Vinataba (JV) (70%) 7 Lot 45C/I, Road #7, Vinh Loc Industrial Park, Binh Chanh District, HoChi Minh City, Vietnam VINA-BAT Joint Venture Company Limited (49%) 7 Zambia Plot No. PH1 IND & 53 & 54, LS-MFEZ, Chifwema Road, Lusaka, Zambia British American Tobacco (Zambia) plc (78.08%) Zimbabwe Manchester Road 1,Southerton, Harare,Zimbabwe American-CigaretteCompany (Overseas) (Private) Ltd British American Tobacco Zimbabwe (Holdings) Limited (63.74%) House of Raleigh Limited Rothmans Limited #### Associated Undertakings and Joint Ventures Canada 35 English Drive, Moncton, New Brunswick, E1E 3X3, Canada Organigram Holdings Inc. (18.8%) France 88 Avenue des Ternes, 75017, Paris, France Alcome SAS (24%) Hungary H-6800 Hódmezóvásárhely, Erzsébeti út 5/b, Hungary Országos DohányboltellátóKorlátolt Felelosségu Társaság (49%) India Virginia House, 37, J.L. Nehru Road, Kolkata, 700071, India ITC Limited (29.37%) 9 Azamabad, Andhra Pradesh, Hyderabad,500 020, India VST Industries Limited (32.16%) 9 UnitedKingdom 4a Station Parade, Uxbridge Road, London, W5 3LD, United Kingdom AYR LTD (13.14%) 10 Uzbekistan Gulobod Village, SamarkandRegion, 140100,Uzbekistan FE “Samfruit” JSC (42.61%) Yemen P.O. Box 14, Sanna, Yemen Kamaran Industry and Investment Company(31%) P.O. Box 5302, Hoban, Taiz, Yemen United Industries Company Limited (32%) #### Joint Operations Hong Kong 29/F, Oxford House, 979 King’s Road, Taikoo Place, Quarry Bay, Hong Kong CTBAT International Co. Limited (50%) Notes : 1.Ownership held in the class of US Dollar 100 (100%) (76.30%)^ and US Dollar 49,900 (100%). 2. Ownership held in the class of Series F and 2nd Preferred shares. 3. Ownership held in the class of A shares (50%) and class of B shares (100%). 4.Ownership held in class of A shares and B shares. 5. Ownership held solely in class of preference shares. 6.Ownership held in class of Investment stock (98.98%) and Ordinary shares (98.35%). 7. Ownership held in the class of Charter Capital Contribution Units. 8.Company limitedby guarantee. 9.31 March year-end. 10. 31 May year-end. ![]() BAT Annual Report and Form 20-F 2021 292 #### Balance Sheet @ British American Tobacco p.l.c. – at 31 December Note 2021 £m 2020 £m Assets Fixed assets Investments in Group undertakings 2 27,809 27,995 Current assets Debtors 3 11,329 8,373 Cash at bank and in hand 4 5 Total current assets 11,333 8,378 Total assets 39,142 36,373 Equity Capital andreserves Called upshare capital 4a 614 614 Share premium account, capital redemptionand merger reserves 4b 23,325 23,321 Other reserves 4c 90 90 Profit and loss account 4d 10,597 9, 263 Total shareholders’ funds 34,626 33,288 Perpetual hybridbonds 4e 1,685 – Totalequity 4 36,311 33,288 Liabilities Creditors 5 2,831 3,085 Total liabilities 2,831 3,085 Total equity andliabilities 39,142 36,373 The accompanyingNoteson the Accounts are an integral part ofthe Parent Company financial statements. On behalf of the Board Luc Jobin Chairman 10 February 2022 #### Financial Statements ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 293 #### Statement of Changes in Equity @ British American Tobacco p.l.c. – for the year ended 31 December Called up share capital £m Share premium account, Capital redemption and Merger Reserve £m Other Reserves £m Profit and loss account £m Total Shareholders’ funds £m Perpetual hybridbonds £m Total Equity £m 1 January 2021 614 23,321 90 9,263 33,288 – 33,288 Increase inshare capital –4––4 – 4 Profit for the financial year ––– 6,2506,250 – 6,250 Dividends – on equity shares ––– (4,904)(4,904) – (4,904) Consideration paid for purchase of own shares heldinEmployee Share Ownership Trusts ––– (66)(66) – (66) Perpetual hybridbonds Proceeds net of issuance costs and tax ––––– 1,6851,685 Coupons paid (net of tax) ––– (5)(5) – (5) Other movements\* ––– 5959 – 59 31 December 2021 614 23,325 90 10,597 34,626 1,685 36,311 Calledup share capital £m Share premium account, Capital redemption and Merger Reserve £m Other Reserves £m Profit and loss account £m Total Shareholders’ funds £m Perpetual hybridbonds £m Total Equity £m 1 January 2020 614 23,312 90 8,529 32,545 – 32,545 Increase inshare capital –9––9–9 Profit for the financial year ––– 5,3045,304 – 5,304 Dividends – on equity shares ––– ( 4,747)(4,747) – (4,747) Consideration paid for purchase of own shares heldinEmployee Share Ownership Trusts ––– (14)(14) – (14) Other movements\* ––– 1 91191 – 191 31 December 2020 614 23,321 90 9,263 33,288 – 33,288 \*Other movements includesshare-based payments. There was no difference between profit and loss for the period and total comprehensive income for the period. The profit and loss account is stated after deducting the cost of treasury shares which was £5,113 million at 31 December 2021 (31 December 2020: £5,138 million). @denotes section, including accompanying text and tables, that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() BAT Annual Report and Form 20-F 2021 294 @ Denotes section, including accompanying text and tables, that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### 1 Accounting Policies Basis of accounting The financial statements ofthe Companyhave beenpreparedin accordance with the Companies Act 2006 (‘the Act’) and in accordance with Financial ReportingStandard 101 Reduced Disclosure Framework (’FRS101’). In preparing these financialstatements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international accounting standards, butmakes amendments where necessary in order to comply with the Act and has set out below where advantage of the FRS 101 disclosure exemptions has been taken, including those relating to: – a cash flow statement and related notes; – comparative period reconciliations; – disclosures in respect of transactions with wholly ownedsubsidiaries; – disclosures in respect of capitalmanagement; – the effects of new but not yet effective IFRSs; and – disclosures in respect of the compensation of key management personnel. As the consolidated financialstatementsof the Group include equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of disclosures under IFRS 2 related to group settled share-based payments. The financial statements have been prepared on agoing concern basis under the historical cost convention except as described in the accounting policy below on financial instruments. After reviewing the annual budget,plans and financing arrangements, the Directors consider that theCompany has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing the financial statements, and thatit is thereforeappropriate to continue to adopt the going concern basis in preparing the financial statements. The preparation ofthe financialstatements requiresthe Directors to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. The key estimates and assumptions are set out in the accounting policies below, together with the related Notes on the Accounts. The critical accounting judgementsinclude determination as to whether the issue of perpetual hybrid bonds should be classified as equity instead of borrowings (see note 4) and the determination as to whether to recognise provisions and the exposures to contingent liabilities (see note 7). Judgement is necessary to assess the likelihood that a pending claim is probable (more likely than not to succeed), possible or remote. There are no critical accounting estimates which would have a significant risk of a material adjustment within the next financial year. As permitted by Section 408 of the Act, the profit and loss of the Company hasnot been presented inthese financial statements. The Company is a public limited company which is listed on the London Stock Exchange and the Johannesburg Stock Exchange and is incorporated and domiciled in the UK. In addition, the Company’s shares are traded on the New York Stock Exchange in the form of American Depository Shares (ADSs). Foreign currencies The functional currency of the Company is sterling. Transactions arising in currencies other than sterling are translated at the rate of exchange ruling on the date of the transaction. Monetary assets and liabilities expressed in currencies other than sterling are translated at rates of exchange ruling at the end of the financialyear. All exchangedifferences are taken tothe profit and loss account in the year. Amounts recognised in equity are not retranslated. Income Income consists of dividend income from Group undertakings, fee income from financial guarantees and interest income. These are included inthe profit and loss account when allcontractual or other applicable conditions for recognition have been met. Dividend income is recognised at the same time as the paying company recognises the liability to pay a dividend. Taxation Taxation is that chargeable on the profits for the period, together with deferred taxation. Income tax charges, where applicable, are calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or deferred tax liability is settled. As required under IAS 12 Income Taxes, deferred tax assets and liabilities are not discounted. Investments inGroup companies Investments in Group companies are stated at cost, together with subsequent net capital contributions, less provisions for any impairmentin value, where appropriate. Dividends The Companyrecognises theinterim dividend asan appropriation of reserves in the period in which it is paid. Repurchase ofshare capital When share capitalis repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a deduction from equity. Repurchased shares which are not cancelled, or shares purchased for the employee share ownership trusts, are classified as treasury shares and presented as a deduction from total equity. Related parties The Company has taken advantage of the exemption under FRS 101 from disclosing transactions with related parties that are wholly- owned subsidiaries of British American Tobacco p.l.c. Group. Equity instruments Instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements. Instruments thatcannot be settled in the Company’s own equity instruments and that include no contractual obligation to deliver cash or another financial asset are classified as equity. Equity instruments issued by the Company are recognised at the proceeds received, net of issuance costs. #### Notes to the Accounts @ #### Financial Statements ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 295 #### 1 Accounting Policies Continued On 27 September 2021, the Company issued two €1 billion perpetual hybrid bonds. As the Company has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in the financial statements. Financial instruments Financialassetsand financial liabilities are recognised when the Company becomes a party to the contractual provisions of the relevant instrument and derecognised when it ceases to be a party to such provisions. Such assets and liabilities are classified as current if they are expected to be realised or settled within 12 months after the balance sheet date. If not, they are classified as non-current. Financialinstruments are initially recognised at fair value. The Company’s non-derivativefinancial assets, includingdebtors, are held in order to collect contractual cash flows and are subsequently carriedat amortised cost. Non-derivativefinancial liabilities, including creditors, are subsequently carried at amortised cost using theeffective interest method. Financial guarantees are initially recorded at fair value, and subsequently carried at this fair value less accumulated amortisation within other creditors. Fees receivable in respect of these guarantees are carried at discounted present value. Derivative financialassets and liabilities are initially recognised, and subsequently measured, at fair value, which includes accrued interest receivable and payable where relevant. Changes in their fair values are recognised in profit and loss. The Company has accounted for the application of replacement benchmark rates in accordance with the Amendments to IFRS 9 Financial Instruments published in 2019 (phase 1) and 2020 (phase 2) . Impairment of financial assets heldat amortised cost Loss allowances for expected credit losses on financial assets which are held at amortised cost are recognised on the initial recognition of the underlying asset. Allowances in respect of loans and other receivables (debtors) areinitially recognised at an amount equal to 12-month expected credit losses. Where the credit risk on the receivables has increased significantly since initial recognition, allowances are measured at an amount equal to the lifetime expected credit loss. Share-basedpayments The Company hasequity-settled share-based compensation plans in respect of Group employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of awards that will eventually vest. For plans where vesting conditions are based on totalshareholder returns, thefair value atdate ofgrant reflects these conditions, whereas earnings pershare vesting conditions are reflected in the calculation of awards that will eventually vest over the vesting period. Fair value is measured by the use of the Black-Scholes option pricingmodel, except wherevesting isdependent on market conditions when the Monte-Carlo option pricing model is used. The expected life used in the models has been adjusted, based on management’sbest estimate,for the effects of non-transferability, exercise restrictions andbehavioural considerations. The cost of these awards, less any direct recharges made to Group companies, are recognised as capital contributions to investments in subsidiaries. Historically, the Company has used the British American Tobacco Group Employee Trust (BATGET), which operates as an extension of the Company, as the vehicle to obtain shares on market and hold them in trust to satisfy outstanding awards. In addition, from March 2020 the Company has utilised treasury shares acquired in the share buy-back programme to satisfy shared-based payment awardsmade to certainemployees. #### 2 Investments in Group Companies The Company’s directly-owned subsidiaries are British American Tobacco (1998) Limited, B.A.T. International Finance p.l.c. and BATMark Limited. A full list of indirect subsidiaries and other undertakings as required by Section 409 of the Companies Act 2006 is shown on pages 282 to 291 of the Group’s financial statements. Movements in investments relate to Group share-scheme costs net of recharges to subsidiaries as well as amounts recognised in relation tofinancial guaranteesissued by the Company on behalf ofGroupsubsidiaries. The Directors are of the opinion that the individual investments in the subsidiary undertakings have a value not less than the amount at which they are shown in the Balance Sheet. Shareholdings at cost less provisions and other fixed asset investments 2021 £m 2020 £m 1 January 27,995 27,908 Movements (186) 87 31 December 27,809 27,995 @ Denotes section, including accompanying text and tables, that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. ![]() BAT Annual Report and Form 20-F 2021 296 #### 3 Debtors 2021 £m 2020 £m Amounts duefrom Group undertakings 11,329 8,373 Current 8,591 7,214 Non-current 2,789 1,204 Allowance account (51) (45) 31 December 11,329 8,373 2021 £m 2020 £m Allowance account 1 January 45 35 Provided in year 9 11 Released during the year (3) – Foreign exchange – (1) 31 December 51 45 Current 3 8 Non-current 48 37 31 December 51 45 Included within amounts due from Group undertakings is an amount of £8,396 million (2020: £7,024 million) which is unsecured, interest- bearing and repayable on demand. The receivable falls under the standard lending agreements within the Group which were revised to take account of global benchmark interest rate reform. Prior to 1 August 2021 the applicable rate was based on the London InterBank Interest Rate (LIBOR) and with effect from this date it is based on the Sterling Overnight Index Average (SONIA). Management consider the replacement rates in the revised intercompany agreement to be economically equivalent to those used previously. The impact of the change in rates was not significant to the Company. Amounts duefrom Group undertakings include £1,291 million (2020: £1,386 million) representingthe discounted value ofthe fees receivable from the parental guarantees issued by the Company, of which £183 million (2020: £183 million) is due within one year and £1,108 million (2020: £1,204 million) is due after more than one year. Other amountsdue fromGroup undertakings include: – a balance of £841 million (2020: £nil) which is unsecured, interest bearing and repayable in 2026, with an interest rate based on SONIA + 1.070%;and – a balance of £841 million (2020: £nil) which is unsecured, interest bearing and repayable in 2029, with an interest rate based on SONIA + 1.340%. All otheramounts owed byGroup undertakings are unsecured,interest free and repayable ondemand. #### 4 Total Equity (a) Called up Share Capital Calledup ShareCapital Ordinary Shares of 25p each Number ofshares £m Allotted and fully paid 1 January 2021 2,456,591,597 614.14 Changesduringthe year – share optionschemes 26,191 0.01 31 December 2021 2,456,617,788 614.15 Calledup Share Capital Ordinary Shares of 25p each Number ofshares £m Allotted and fully paid 1 January 2020 2,456,520,738 614.12 Changesduringthe year – share optionschemes 70,859 0.02 31 December 2020 2,456,591,597 614.14 @ Denotes section, including accompanying text and tables, that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### Notes to the Accounts @ #### Continued #### Financial Statements ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 297 #### 4 Total Equity Continued The Company’s ordinary shares are fully paid and no further contribution of capital may be required by the Company from the shareholders. All ordinary shares rank equally with regard to participation in dividends and to share in the proceeds of the Company’s residual assets upon a winding up of the Company. Shareholders may, by ordinary resolution, declare final dividends, but not in excess of the amount recommended by the Directors. Holders of ordinary shares have no pre-emptive rights. On a show of hands every shareholder who is present in person at a general meeting is entitled to one vote regardless of the number of shares held by the shareholder, unless a poll is demanded. On a poll, every shareholder who is present in person or by proxy has one vote for every shareheld by the shareholder. The Company’s Annual General Meeting voting isundertaken byway of apoll. All rights attached to the Company’s shares held by the Group as Treasury shares are suspended until those shares are reissued. Please refer to page 373 for further detail of the provisions contained within the Articles of Association. (b) Share premiumaccount, capital redemption reserves andmerger reserves Share premium account £m Capital redemption reserves £m Merger reserves £m Total £m 31 December 2021 108101 23,116 23,325 31 December 2020 104101 23,1 16 23,321 31 December 2019 95 101 23,116 23,312 Share premium The share premium increase includes £nil in 2021 (2020: £2 million) in respect of ordinary shares issued under the Company’s share option schemes. These schemes are described in the Remuneration Report. A further £4 million (2020: £7 million) increase in share premium is related to shares repurchased and not cancelled that have been transferred from the Company to other Group undertakings, to be granted to employees on vesting of awards, and represents the excess of transfer price of the shares over the original weighted average cost of shares. Capital redemption reserve On the purchase of own shares, as part of the share buy-back programme for shares which are cancelled, a transfer is made from retained earnings to the capital redemption reserve equivalent to the nominal value of the shares purchased. The Company suspended its previous share buy-back programme from 30 July 2014. On 10 February 2022 the Board approved a £2 billion share repurchase program for 2022. Merger reserve In 2017, the Company announced the completion of the acquisition of the remaining 57.8% of Reynolds American Inc. it did not already own. Pursuant to the Merger Agreement, the Company, on behalf of its indirect subsidiary BATUS Holdings Inc (’BATUS’), agreed to issue new shares, representedby American Depositary Shares, for the benefit of Reynolds American Inc. shareholders. Inconsiderationfor the Company issuing new shares, BATUS agreed to issue to the Company an assignable obligation owed by BATUS to issue shares to the holder of that obligation. As a consequence, the Company issued 429,045,762 new shares with a nominal value of £107,261,441. In accordance with Section 612 of the Companies Act 2006, the excess of the fair value of the shares issued over the nominal value of the shares has been treated as a merger reserve. (c) Other reserves As part considerationfor theacquisition ofRothmans International BV in 1999,convertible redeemable preference shares were issued by the Company. The discount on these shares was amortised by crediting other reserves and charging retained earnings. The balance of £90 million in other reserves comprises the accumulated balance in respect of the preference shares converted during 2004. (d) Profit and loss account As permitted by Section 408 of the Companies Act 2006, the profit and loss of the Company has not been presented in these Financial Statements. The profit for the year ended 31 December 2021 was £6,250 million (2020: £5,304 million). Dividend distributions to the Company’s shareholders are recognised in the period in which these are paid. The Company makes four interim quarterlydividend payments. Details ofDirectors’ remuneration, share options andretirement benefitsare givenin theRemuneration Report in the GroupAnnual Report and Accounts. Details of key management compensation are included in note 30 of the Group financial statements. The Company had two employees at 31 December 2021 (2020: two). These two employees are Jack Bowles and Tadeu Marroco. The details of their remuneration are shown on page 136 of the Group’s Annual Report and Accounts for the year ended 31 December 2021. The costs of these employees are borne by another Group company. Shareholders’ funds are stated after deducting the cost of treasury shares which include £4,823 million (2020: £4,836 million) for shares repurchased and not cancelled and £290 million (2020: £302 million) in respect of the cost of own shares held in Employee Share Ownership Trusts. In 2021, the valueofshares repurchased and not cancelled has decreased by £13 million as compared to the previous year, representing the value of shares that have been transferred from the Company to other Group undertakings to be granted to employees on vesting of awards. As at 31 December 2021 treasury shares include 5,995,678 (2020: 5,787,154) of shares held in trust and 161,930,217 (2020:162,347,246) of shares repurchased and not cancelled as part of the Company’s share buy-back programme (which was suspended in 2014). From March 2020, the Company has utilised shares acquired in the share buy-back programme to satisfy share-based payment awards made to certain employees. Other movements in shareholders’ funds relate to the recognition of share-based payments and the release of treasury shares as a result of the exercise of share options. ![]() BAT Annual Report and Form 20-F 2021 298 #### 4 Total Equity Continued (e) Perpetual hybridbonds On 27 September 2021, the Company issued two €1 billion perpetual hybrid bonds, which have been classified as equity. Issuance costs of these bonds, amounting to €26 million (£22 million), have been recognised in equity, net of tax of £4 million. These bonds include redemption options exercisable at the Company’s discretion from September 2026 to December 2026 (the 3% perpetual hybrid bond) and June 2029 to September 2029 (the 3.75% perpetual hybrid bond), on specified dates thereafter, or in the event of specific circumstances (such as a change in IFRS or tax regime) as set out in the individual terms of each issue. The coupons associated with these perpetual bonds are fixed at 3% until 2026 and 3.75% until 2029, respectively, and would reset to rates determined by the contractual terms of each instrument on certain dates thereafter. The bonds are perpetual in nature and do not have maturity dates for the repayment of principal. The contractual terms of the perpetual hybrid bonds allow the Company to defer coupon payments, however certain contingent events couldtriggermandatory payments ofsuch deferredcoupons, including the payment ofdividends on and repurchase of ordinary shares, subject to certain exceptions in each case. As the Company has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in these financial statements. During the year, the Company did not defer any eligible coupon payments and in December 2021 paid a coupon of £6 million on the 3% December 2026 bond which has been recognised within equity. The fair value of these bonds at 31 December 2021 was £1,651 million. #### 5 Creditors 2021 £m 2020 £m Amounts dueto Group undertakings 8 11 Loans dueto Group undertakings 1,571 1,571 Other creditors 1,244 1,495 Deferred income 8 8 2,831 3,085 Current 1,746 202 Non-current 1,085 2,883 2,831 3,085 Amounts due to Group undertaking of £8 million (2020: £11 million) are unsecured, interest free and repayable on demand. Loans due to Group undertakings of £1,571 million (2020: £1,571 million) are unsecured, bear interest at rates based on LIBOR between 1.47% and 1.50% (2020: 1.51% and 2.19%), and are repayable in 2022. Any new loans drawn down in 2022 are expected to bear interest at rates based on SONIA. Included in other creditors is a provision of £1,211 million (2020: £1,453 million) in respect of subsidiary undertaking borrowings guaranteed by the Company. Out of this amount, a total of £134 million (2020: £150 million) represents amounts to be settled within oneyear. #### 6 Audit Fees 2021 2020 Fees payable to KPMG – Audit fees (borne by another Group Company) £30,000 £30,000 #### 7 Contingent Liabilities British American Tobacco p.l.c. has guaranteed borrowings by subsidiary undertakings of £36.6 billion (2020: £43.1 billion) and total borrowing facilities of £50.9 billion (2020: £58.4 billion). The Company has cross-guaranteed the funding commitments in respect of, and the liabilities of, the British American Tobacco UK Pension Fund (“Fund”). The last full triennial actuarial valuation of this Fund was carried out as at 31 March 2020 by a qualified independent actuary. The valuation showed that the fund had a surplus of £139 million on a Technical Provisions basis, in accordance with the statutory funding objective.TheTrusteeof the Fund also has a Long-Term Funding Target to be fully funded on a Solvency Liabilities basis by 2026, and on this basis the Fund had a surplus of £7 million at the valuation date. On an IAS 19 basis, the Fund had a surplus at 31 December 2021 of £293 million (2020: £389 million). Contributions by the principal employer to the Fund in accordance with the agreed schedule of contributions are expected to be £18 million in each of 2022 and 2023. In addition, there are contingent liabilities in respect of litigation in various countries (note 31 in the Notes on the Accounts). #### 8 Post Balance Sheet Events On 9 February 2022, the fourth quarterly interim dividend of 53.9p (£1,236 million) declared by the Directors in February 2021, and reconfirmed to the market prior to 31 December 2021, was paid to shareholders. The impact of this on the Company was to reduce the level of profit and loss reserve from £10,596 million to £9,360 million. On 10 February 2022, the Board declared an interim dividend of 217.8p per ordinary share of 25p for the year ended 31 December 2021, payable in four equal quarterly instalments of 54.45p per ordinary share in May 2022, August 2022, November 2022 and February 2023. These payments will be recognised as appropriations from reserves in 2022 and 2023. The total amount payable is estimated to be £5,003 million based on the number of shares outstanding at the date of these accounts. In addition, on 10 February 2022 the Board approved a £2 billion share repurchase program for 2022 as part of a new longer-term active capital allocation framework. @ Denotes section, including accompanying text and tables, that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. #### Notes to the Accounts @ #### Continued #### Financial Statements ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 299 #### Additional Disclosures #### Other InformationAdditional Disclosures Information on the Group 300 SelectedFinancial Information 301 Non-FinancialMeasures 302 Non-GAAP Measures 304 Employees 314 Additional Disclosures on Liquidity and Capital Resources 315 Summary of Group Risk Factors 317 Group Risk Factors 318 Regulation of the Group’s Business 340 Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA) 345 MaterialContracts 346 Property, Plant andEquipment 348 RawMaterials 348 U.S. Corporate GovernancePractices 349 Controlsand Procedures 350 Statements Regarding CompetitivePosition 350 Directors’Report Information 351 Cautionary Statement 352 #### Shareholder Information Share Prices and Listings 353 Dividends 354 Shareholder Taxation Information 356 Share Capital andSecurity Ownership 360 Articles of Association 373 Purchase of Shares 376 Group Employee Trust 377 American DepositaryShares 378 ShareholdingAdministration andServices 379 Exhibits 380 #### Other Information Glossary 382 Cross-Reference to Form-20F 383 ![]() BAT Annual Report and Form 20-F 2021 300 #### Other Information #### Information on the Group #### Overview British American Tobacco p.l.c. is the parent holding company of the Group, a leading consumer-centric, multi-category consumer goods company that provides tobacco and nicotine products to millions of consumers around the world. According to the Group’s internal estimates, the BAT Group is a market leader by volume in more than 50 countries, producing the cigarette chosen by one in eight of the world’s one billion smokers. The Group, excluding the Group’s associated undertakings, is organised into four regions: – the United States (U.S. – Reynolds American Inc.); – Asia-Pacific and the Middle East (APME); – Americas and Sub-Saharan Africa (AmSSA);and – Europe and North Africa (ENA). The Group’s range of combustible products covers all segments, from value-for-money to premium with a portfolio of international, regional and local tobacco brands to meet a broad array of adult tobaccoconsumer preferenceswhereverthe Group operates. The Group is investing in building a portfolio of potentially less harmful tobacco and nicotine products alongside its traditional tobacco business – including vapour products, tobacco heating products (THPs) and Modern Oral products, which are collectively termed the New Categories, as well as Traditional Oral products. The Group manages a globally-integrated supply chain and its products are distributed to retail outlets worldwide. History and developmentof BAT The Group has had a significant global presence in the tobacco industry for over 100 years. BAT Ltd. was incorporated in 1902, when the Imperial Tobacco Company and the American Tobacco Company agreed to form a joint venture company. BAT Ltd. inherited companies and quickly expanded into major markets, including India and Ceylon, Egypt, Malaya, Northern Europe and East Africa. In 1927, BAT Ltd. expanded into the U.S. market through its acquisition of B&W. During the 1960s, 1970s and 1980s, the Group diversified its business under the umbrella of B.A.T Industries p.l.c., with acquisitionsin thepaper, cosmetics, retailand financial services industries, among others. Various business reorganisations followed as the business was eventually refocused on the Group’s core cigarette, cigars and tobacco products businesses with BAT becoming a separately listed entity on the LSE in 1998. The following is a summary of the significant mergers, acquisitions and disposals undertaken since1998: – 1999- global merger with Rothmans International; – 2000 - acquisition of Imperial Tobacco Canada; – 2003 - acquisition of Ente Tabacchi Italiani S.p.A., Italy’s state- owned tobacco company, Tabacalera Nacionalin Peru and Duvanska Industrija Vranje inSerbia; – 2004 - the U.S. assets, liabilities and operations, other than certain specified assets and liabilities, of BAT’s wholly-owned subsidiary, B&W, were combined with RJR Tobacco Company to form Reynolds American Inc. As a result of the B&W business combination, B&W acquired beneficial ownership of approximately 42% of the Reynolds American Inc. shares; – 2008 - acquisition of Tekel, the Turkish state-owned tobacco company and the cigarette and snus business of Skandinavisk Tobakskompagni A/S; – 2009 - acquisition of an effective 99% interest in Bentoel in Indonesia; – 2011 - acquisition of Protabaco in Colombia; – 2012 - acquisition of CN Creative Limited in the UK; – 2013 - entered into joint operations in China; – 2015 - acquisition of the shares not already owned by the Group in Souza Cruz in Brazil, the acquisition of the CHIC Group in Poland, the acquisition of TDR d.o.o., a cigarette manufacturer in Central Europe. Also in 2015, the Group increased its investment in Reynolds American Inc. by US$4.7 billion to maintain the Group’s approximate 42% equity position following Reynolds American Inc.’s purchase of Lorillard Inc.; – 2016 - acquisition of Ten Motives in the UK; – 2017 - acquisition of the remaining 57.8% of Reynolds American Inc. the Group did not already own. Following completion of the acquisition, Reynolds American Inc. became an indirect, wholly-owned subsidiary of BAT and is no longer a publicly-held corporation. In 2017, the Group also acquired certain tobacco assets from Bulgartabac HoldingAD in Bulgaria and Fabrika Duhana Sarajevo (FDS) in Bosnia, acquired Winnington Holdings AB in Sweden and acquired certain assets from Must Have Limited in the UK, including the electronic cigarette brand ViP. – 2018 - acquisition of Quantus Beteiligungs-und Beratungsgesellschaft mbH in Germany; – 2019 - acquisition of the Twisp Propriety Limited in South African and 60% of VapeWild Holdings LLC in the US; – 2020 - acquistion of the nicotine pouch product assets of Dryft Sciences, LLC (Dryft) in the U.S. and the acquisition of Eastern Tobacco Company for Trading in Saudi Arabia; – 2021 - entered into a strategic collaboration agreement with Organigram Inc., a wholly-owned subsidiary of publicly-traded Organigram Holdings Inc., as part of which a Group subsidiary acquired a 19.9% equity stake in Organigram Holdings Inc., being a company focused on research and product development activities of next generation adult cannabis products, with an initialfocus on cannabidiol; and – 2021 - disposed of BAT Pars Company PJSC, the Group’s Iranian subsidiary. British American Tobacco p.l.c. was incorporated in July 1997 under the laws of England and Wales as a public limited company and is domiciled in the United Kingdom. Seasonality The Group’s business segments are not significantly affected by seasonality although incertain marketscigarette consumption trends rise during summer months due to longer daylight time and tourism. Patents and trademarks Our trademarks, which include the brand names underwhich our products are sold, are key assets which we consider, in the aggregate, to be important to the business as a whole. As well as protecting ourbrand names byway of trademark registration, we also protect our innovations by means of patents and designs in key global jurisdictions. Board oversight of M&A transactions The Company’s Board has strategic oversight of significant M&A transactions (determined by value or strategic nature of transaction), which are referred to it for noting under the Group Statement of Delegated Authorities (SoDA). Other M&A transactions are referred for strategic oversight to the Management Boardor otherapplicable senior forum or persons, under theGroup SoDA. Those referral requirements under the GroupSoDA applyalongside any requirementfor corporate approval of M&A transactions by or within a Group company. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 301 #### Selected Financial Information This information set out below has been derived from, in part, the audited consolidated financial statements of the Group commencing on page178. This selected financial information should be read in conjunction with the consolidated financial statements and the Strategic Report. As of and for the Year Ended 31 December All items shown in £m except per share information 2021 202020192018 2017 Income statement data Revenue 2 25,684 25,776 25,877 24,492 19,564 Raw materials andconsumables used (4,542) (4,583)(4,599)(4,664)(4,520) Changes in inventories of finished goods and work in progress 160 445 162 114 (513) Employeebenefit costs (2,717) (2,744) (3,221)(3,005) (2,679) Depreciation, amortisation andimpairmentcosts (1,076) (1,450) (1,512) (1,038) (902) Other operating income 196 188 163 85 144 Loss on reclassification from amortised cost to fair value (3) (3)(3)(3) – Other operating expenses (7,468) (7,667)(7,851) (6,668) (4,682) Profit from operations 10,234 9,962 9,016 9,313 6,412 Net finance costs (1,486) (1,745) (1,602) (1,381)(1,094) Share of post-tax results of associates and joint ventures 415 455 498 419 24,209 Profit before taxation 9,163 8,672 7,912 8,351 29,527 Taxation on ordinary activities (2,189) (2,108) (2,063) (2,141)8,129 Profit for the year (6,974) 6,564 5,849 6,210 37,656 Per share data Basic weighted average number of ordinary shares, in millions 2,287 2,286 2,2842,285 2,044 Diluted weighted average number of ordinary shares, in millions 2,297 2,2952,291 2,292 2,051 Earningsper share-basic (pence) 296.9p 280.0p 249.7p 264.0p 1,833.9p Earningsper share-diluted (pence) 295.6p 278.9p 249.0p 263.2p 1,827.6p Dividends per share (pence) 3 217.8p 215.6p210.4p 203.0p 195.2p Dividends per share (US dollars) 3 $2.94 $2.99 $2.69$2.71 $2.54 Balance sheet data Assets Non-current assets 124,558 124,078 127,731 133,687 127,088 Current assets 12,807 13,612 13,274 12,655 13,966 Total assets 137,365 137,690 141,005 146,342 141,054 Liabilities Non-current liabilities 54,820 59,257 58,022 64,325 64,468 Current liabilities 15,144 15,478 18,823 16,329 15,605 Total borrowings 39,658 43,968 45,366 47,509 49,450 Equity Share capital 614 614 614 614614 Total equity 67,401 62,955 64,160 65,688 60,981 Cash flow data Net cash generated from operating activities 9,717 9,786 8,996 10,295 5,347 Net cash used in investing activities (1,140) (783) (639) (1,021) (18,544) Net cash (used in)/generated from financing activities (8,749) (7,897) (8,593) (9,630) 14,759 Notes: 1.All of the information above is in respect of continuing operations, revised for the fully retrospective adoption of IFRS 15. 2. Revenue is net of duty, excise and other taxes of £38,595 million, £39,172 million, £39,826 million, £38,553 million and £37,780 million for the years ended 31 December 2021, 2020, 2019, 2018, and 2017, respectively. 3. In February 2022, the BAT Directors declared an interim dividend of 217.8 pence per share for the year ended 31 December 2021, payable in four equal instalments of 54.45 pence per ordinary share. Theinterim dividend willbe paidto BAT shareholders in May 2022,August 2022,November 2022 andFebruary 2023. Theequivalent quarterly dividends receivable byholders ofADSs in US dollars will be calculated based on the exchange rate on the applicable payment date. ![]() BAT Annual Report and Form 20-F 2021 302 #### Other Information #### Non-Financial Measures #### Volume Volume is defined as the number of units sold. Units may vary between categories. This can be summarised for the principal metrics as follows: – Factory made cigarettes (FMC) – sticks, regardless of weight or dimensions; – Roll-Your-Own/Make-Your-Own – kilos, converted to a stick equivalent based upon 0.8 grams (per stick equivalent) for Roll-Your-Own and between 0.5 and 0.7 grams (per stick equivalent) for Make-Your-Own; – Traditional oral – pouches (being 1:1 conversion to stick equivalent) and kilos, converted to a stick equivalent based upon 2.8 grams (per stick equivalent) for Moist Snuff, 2.0 grams (per stick equivalent) for Dry Snuff and 7.1 grams (per stick equivalent) for other oral; – Modern Oral – pouches, being 1:1 conversion to stick equivalent; – Tobacco Heat sticks – sticks, being 1:1 conversion to stick equivalent; and – Vapour - pods and 10 millilitre bottles. There is no conversion to a stick equivalent. Volume is recognised in line with IFRS 15 Revenue from Contracts with Customers, based upon transfer of control. It is assumed that there is no material difference, in line with the Group’s recognition of revenue, between the transfer of control and shipment date. Volume is used by management and investors to assess the relative performance of the Group and its brands within categories, given volume isa principal determinant ofrevenue. #### Volume Share Volume share is the number of units bought by consumers of a specific brand or combination of brands, as a proportion of the total units bought by consumers in the industry, category or other sub-categorisation. Sub-categories include, but are not limited to, the total nicotine category, modernoral, vapour, traditionaloral, total oral orcigarette.Except whenreferencing particular markets, volumeshare is based on our key markets (representing around 85% of the Group’s cigarette and THP volume). Where possible, the Group utilises data provided by third-party organisations, including AC Nielsen, based upon retail audit of sales to consumers. In certain markets, where such data is not available, other measures are employed which assess volume share based upon other movements within the supply chain, such as sales to retailers. This may depend on the provision of data to the industry by the customers includingdistributors/wholesalers. Volume share is used by management to assess the relative performance to the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates. This measure is also useful to understand the Group’s performance when seeking to grow scale within a market or category from which future financial returns can be realised. The Group’s management believes that this measure is useful to investors to understand the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates. Volume share in each year compares the average volume share in the year with the average volume share in the prior year. This is a more robust measure of performance, removing short-term volatility that may arise at a point in time. However, in certain circumstances, related to periods of introduction to a market, in order to illustrate the latest performance, data may be provided as at the end of the period rather than the average in that period. In these instances the Group states these are at a specific date (forinstance, December 2021). #### Value Share Value share is the retail value of units bought by consumers of a particular brand or combination of brands, as a proportion of the total retail value of units bought by consumers in the industry, category or other sub-categorisation in discussion. Except when referencing particular markets, value share is based on our key markets (representing around 90% of the Group’s cigarette and THP value). Where possible, the Group utilises data provided by third-party organisations, including AC Nielsen, based upon retail audit of sales to consumers. In certain markets, where such data is not available, other measures are employed which assess value share based upon other movements within the supply chain, such as sales to retailers. This may depend on the provision of data to the industry by the customers (including distributors and wholesalers). Value share is used by management to assess the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates, specifically indicating the Group’s ability to realise value relative to the market. The measure is particularly useful when the Group’s products and/or the relevant category in the market in which they are sold has developed or achieved scale from which value can be realised. The Group’s management believes that this measure is useful to investors to apprehend the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates, specifically indicating the Group’s ability to realise value relative to the market. Value share in each year compares the average value share in the year with the average value share in the prior period. This is a more robust measure of performance, removing short-term volatility that may arise at a point of time. However, in certain circumstances, related to periods of introduction to a market, in order to illustrate the latest performance, data may be provided that is as at the end of the period rather than the average in that period. In these instances the Group states these are at a specific date (for instance, December 2021). ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 303 #### Price Mix Price mix is a term used by management and investors to explain the movement in revenue between periods. Revenue is affected by the volume (how many units are sold) and the value (how much is each unit sold for). Price mix is used to explain the value component of the sales as the Group sells each unit for a value (price) but may also achieve a movement in revenue due to the relative proportions of higher value volume sold compared to lower value volumesold (mix). This term is used to explain the Group’s relative performance between periods only. It is calculated as the difference between the movement in revenue (between periods) and volume (between periods). For instance, the growth in combustibles revenue (excluding translational foreign exchange movements) of 4.0% in 2021, with a decline in combustibles volume of 0.3% in 2021, leads to a price mix of 4.3% in 2021. No assumptions underlie this metric as it utilises the Group’s own data. #### Non-Combustible Consumers The number of consumers of Non-Combustible products is defined as the estimated number of Legal Age (minimum 18 years) consumers of the Group’s Non-Combustible products. In markets where regular consumer tracking is in place, this estimate is obtained from adult consumer tracking studies conducted by third parties (including Kantar). In markets where regular consumer tracking is not in place, the number of consumers of Non-Combustible products is derived from volume sales of consumables and devices in such markets, using consumption patterns obtained from other similar markets with consumer tracking (utilising studies conducted by third parties includingKantar). The number of Non-Combustible products consumers is used by management to assess the number of consumers regularly using the Group’s New Categories products as the increase in Non-Combustible products is a key pillar of the Group’s ESG Ambition and is integral to the sustainability of our business. The Group’s management believes that this measure is useful to investors given the Group’s ESG ambition and alignment to the sustainability of the business with respect to the Non-Combustibles portfolio. #### Total weight of unnecessary single use plastics in our packaging This measure covers packaging for all Group products. We use the definition developed by the UK Plastics Pact for unnecessary single- use plastics: “items where consumption could be avoided through elimination, reuse or replacement and items that, post-consumption, commonly do not enter recycling and composting systems, or where they do, are not recycled due to their format, composition or size”. We began reporting on this metric in 2020, so 2019 data is not available. #### % of operations sites at zero waste to landfill Operations sites refers to all BAT-owned cigarette manufacturing factories, sites manufacturing other tobacco products, Snus, Modern Oral and liquids and green leaf threshing (GLT) tobacco processing sites. We began reporting on this metric in 2020, so 2019 data is not available. #### % of farms monitored for child labour; % of farms with incidents of child labour identified; Number of child #### labour incidents identified; % reported as resolved by end of the growing season Data for these measures are collected for our contracted farmers by BAT field technicians (FTs) based on farmer and worker interviews and observations during monthly farm visits. These are recorded and tracked in our FSM system. All child labour data refers to hazardous child labour as defined by the ILO Convention No. 138 on Minimum Age and ILO Convention No. 182 on the Worst Forms of Child Labour. For child labour incidents identified, our leaf operations andthird-party suppliers work withthe farmer to implementa remediation plan that considers the individual circumstances. Wherever possible, this plan involves local community or school support. Remediation is verified in follow-up visits to the farm. If there is a repeat instance, a formal written warning is given to the farmer. In a small number of cases, where there is persistent non-compliance, the farmer’s contract is not renewed for the next growing season. ![]() BAT Annual Report and Form 20-F 2021 304 #### Other Information #### Non-GAAP Measures To supplement the presentation of the Group’s results of operations and financial condition in accordance with IFRS, we also present several non-GAAP measures used by management to monitor the Group’s performance. The Group’s management regularly reviews themeasures used to assess and present the financial performance of the Group and, as relevant, its geographic segments. #### Changes to Non-GAAP measures in 2021 As reported in 2020, Change in Revenue from Strategic Portfolio at constant rates of exchange ceased to be a KPI and has accordingly been removed as a non-GAAP measure. This was replaced as a KPI by Revenue from New Categories at constant rates of exchange, which has already been provided as a non-GAAP measure in previous reports. #### Adjusted Revenue Definition –revenue before the impact of adjusting items. To supplement BAT’s revenue presented in accordancewith IFRS, the Group’s Management Board, as thechief operating decision-maker, reviews adjusted revenue to evaluate the underlying business performance of the Group and its geographic segments. The Group’s Management Board defines adjusted revenue as revenue before the impact of adjusting items (specifically the excise on bought-in goods that the Group acquired and sold which, for the period 2017 to 2019, has been recorded in accordance with IFRS as a cost of sale and within revenue, with a dilutive effect on operating margin). In 2021 and 2020, as the short-term arrangements ceased or were immaterial, the goods are manufactured by the Group, and the excise, in accordance with Group policy, is not included in cost of sales or revenue. In 2019, this excise included in revenue led to a reduction in revenue and improvement in operating margin that did not represent the underlying performance of the Group. As such, the excise on bought-in goods in 2019 met the Group’s definition of an adjusting item, asdefined in note 1 in the Notes on the Accounts. The Group’s Management Board also believes that adjusted revenue provides information that enables investors to better compare the Group’s business performance across periods. Adjusted revenue has limitations as an analytical tool. The most directly comparable IFRS measure to adjusted revenue is revenue. Adjusted revenue is not a presentation made in accordance with IFRS, and is not a measure of financial condition orliquidity and should not be considered as an alternative to revenue as determined in accordance with IFRS. Adjusted revenue is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this performance measure in isolation from, or as a substitute analysis for, BAT’s results as determined in accordance with IFRS. The table below reconciles the Group’s revenue to adjusted revenue for the periods presented and to adjusted revenue at constant rates based on a re-translation of adjusted revenue for each year at the previous year’s exchange rates. Refer to note 2 in the Notes on the Accounts for further discussion of the segmental results and for the reconciliation of adjusted revenue at current and constant rates of exchange to segmental revenue and to Group revenue for the years ended 31 December 2021, 2020 and 2019. For the year ended 31 December (£m) 2021 20202019 Revenue 25,684 25,776 25,877 Less: Excise ongoods bought-in onshort-term arrangements –– (50) Adjusted revenue 25,684 25,776 25,827 Impact of translational foreign exchange 1,877 894 (144) 2021 adjusted revenue re-translated at 2020 exchange rates 27,561 2020 adjusted revenue re-translated at 2019 exchange rates 26,670 2019 adjusted revenue re-translated at 2018 exchange rates 25,683 Change in adjusted revenue at prior year’s exchange rates (constant rates) +6.9% +3.3% +5.6% ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 305 #### Adjusted Revenue by Product Category or Geographic Segment – Including Revenue From New Categories Definition – revenue by product category, before the impact of adjusting items and at the prior year’s prevailing exchange rate, derivedfrom theprincipal productcategories ofCombustibles, New Categories(being comprisedof revenue from Vapour, THP and Modern Oral), and Traditional Oral, including by the geographic segments of the United States, Europe and North Africa, Americas and Sub-Saharan Africa and Asia-Pacific and Middle East. To supplement BAT’s revenue presented in accordancewith IFRS, the Group’s Management Board, as thechief operating decision-maker, reviews adjusted revenue growth from the principal product categories of combustibles, New Categories and Traditional Oral, including from the geographic segments of the United States, Europe and North Africa, Americas and Sub-Saharan Africa and Asia-Pacific and Middle East, to evaluate the underlying business performance of the Group reflecting the focus of the Group’s investment activity. The Group’s Management Board assesses adjusted revenue by product category, including by geographic segment, at constant rates of exchange, as revenue before the impact of adjusting items and translated to the Group’s reporting currency at the prior period’s prevailing exchange rate, derived from the Group’s combustible portfolio (including but not limited to Kent, Dunhill, Lucky Strike, Pall Mall, Rothmans, Camel (U.S.), Newport (U.S.), Natural American Spirit (U.S.)), the Group’s New Category portfolio (being Vapour, THP and Modern Oral) and the Group’s Traditional Oral portfolio and the Group’s operations in the United States, Europe and North Africa, Americas and Sub-Saharan Africa and Asia-Pacific and Middle East. The Group’s Management Board also believes that the adjusted revenue performance by product category, including by geographic segment provides information that enables investors to better compare the Group’s business performance across periods and by reference to the Group’s investment activity. Adjusted revenue by product category, including by geographic segment have limitations as analytical tools. The most directly comparable IFRS measure to adjusted revenue by product category, including by geographic segment, is revenue. Adjusted revenue by product category, including by geographic segment, are not presentations made in accordance with IFRS, are not measures of financial condition or liquidity and should not be considered as alternatives to revenue as determined in accordance with IFRS. Adjusted revenue by product category, including by geographic segment, are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider these performance measures in isolation from, or as a substitute analysis for, BAT’s results as determined in accordance with IFRS. Reconciliation of revenue by product category to adjusted revenue byproduct category at constant rates ofexchange–2021-2020 2021 2020 Reported £m vs 2020 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2020 % Reported £m Adjusting items £m Adjusted £m Combustible 22,029-3.2% – 22,029 1,64023,669 +4.0% 22,752 – 22,752 Vapour 927 +51.8% – 927 46 973 +59.3% 611 – 611 THP 853 +34.4% – 853 74 927 +46.1% 634 – 634 Modern Oral 274 +38.8% – 274 4 278 +40.6% 198 – 198 New Categories 2,054 +42.4% – 2,054124 2,178 +50.9% 1,443 – 1,443 Traditional Oral 1,118 -3.6% – 1,118 77 1,195 +3.0% 1,160 – 1,160 Other 483 +14.7% – 483 36 519 +23.1% 421 – 421 Revenue 25,684 -0.4% – 25,684 1,877 27,561 +6.9% 25,776 – 25,776 Reconciliation of revenue by product category to adjusted revenue byproduct category at constant rates ofexchange–2020-2019 20202019 Reported £m vs 2019 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2019 % Reported £m Adjusting items £m Adjusted £m Combustible 22,752 -1.1% – 22,752 842 23,594 +2.8% 23,001 (50) 22,951 Vapour 611 +52.3% – 611 4 615 +53.4% 401 – 401 THP 634 -12.9% – 634 2 636 -12.7% 728 – 728 Modern Oral 198 +57.1% – 198 – 198 +57.1% 126 – 126 New Categories 1,443 +14.9% – 1,443 6 1,449 +15.4% 1,255 – 1,255 Traditional Oral 1,160 +7.2% – 1,160 5 1,165 +7.7% 1,081 – 1,081 Other 421 -21.7% – 421 41 462 -14.4% 540 – 540 Revenue 25,776 -0.4% – 25,776 894 26,670 +3.3% 25,877 (50) 25,827 ![]() BAT Annual Report and Form 20-F 2021 306 #### Non-GAAP Measures #### Continued #### Other Information Reconciliation of revenue by product category to adjusted revenue by product category at constant rates ofexchange 2021 2020 U.S. Reported £m vs 2020 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2020 % Reported £m Adjusting items £m Adjusted £m Combustible 10,015 +0.9% – 10,015 719 10,734 +8.1% 9,926 – 9,926 Vapour 561 +46.4% – 561 40 601 +56.9% 383 – 383 THP 1 -21.8% –1–1 -16.2% 1–1 Modern Oral 2 -81.5% –2–2 -80.1% 10 – 10 New Categories 564 +43.0% – 564 40 604 +53.3% 394 – 394 Traditional Oral 1,077 -4.3% – 1,077 78 1,155 +2.6% 1,126 – 1,126 Other 35 +26.9% – 35 2 37 +36.0% 27 – 27 Revenue 11,691 +1.9% – 11,691 839 12,530+9.2% 11,473 – 11,473 20202019 U.S. Reported £m vs 2019 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2019 % Reported £m Adjusting items £m Adjusted £m Combustible 9,926 +9.3% – 9,926 54 9,980 +9.9% 9,078 – 9,078 Vapour 383 +85.1% – 383 2 385 +86.1% 207 – 207 THP 1 +0.0% –1–1 +0.5% 1–1 Modern Oral 10 +13.5% – 10 – 10 +14.1% 9–9 New Categories 394 +81.9% – 394 2 396 +82.9% 217 – 217 Traditional Oral 1,126 +7.0% – 1,126 5 1,131 +7.6% 1,052 – 1,052 Other 27 +4.6% – 27 2 29 +5.1% 26 – 26 Revenue 11,473 +10.6% – 11,473 63 11,536 +11.2% 10,373 – 10,373 2021 2020 AMSSA Reported £m vs 2020 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2020 % Reported £m Adjusting items £m Adjusted £m Combustible 3,435 -2.8% – 3,435 244 3,679 +4.1% 3,535 – 3,535 Vapour 141 +115% – 141 – 141 +115% 65 – 65 THP ––––––– ––– Modern Oral – -100% –––– -100% 1–1 New Categories 141 +114% – 141 – 141 +114% 66 – 66 Traditional Oral ––––––– ––– Other 225 +32.3% – 22522 247 +44.7% 171 – 171 Revenue 3,801 +0.8% – 3,801266 4,067 +7.8% 3,772 – 3,772 20202019 AMSSA Reported £m vs 2019 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2019 % Reported £m Adjusting items £m Adjusted £m Combustible 3,535 -11.4% – 3,535 5084,043 +1.3% 3,992 – 3,992 Vapour 65 +52.8% – 65 3 68 +58.6% 43 – 43 THP –––––––––– Modern Oral 1 -49.8% –1 (1) – -47.3% 1–1 New Categories 66 +51.3% – 66 2 68 +57.1% 44 – 44 Traditional Oral –––––––––– Other 171 -24.3% – 171 39 210 -7.2% 225 – 225 Revenue 3,772 -11.5% – 3,772 549 4,321 +1.4% 4,261 – 4,261 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 307 Reconciliation of revenue by product category to adjusted revenue by product category at constant rates ofexchange 2021 2020 APME Reported £m vs 2020 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2020 % Reported £m Adjusting items £m Adjusted £m Combustible 3,555 -9.6% – 3,555 287 3,842 -2.3% 3,935 – 3,935 Vapour 18 +26.0% – 18 1 19 +27.5% 15 – 15 THP 511 +2.8% – 51151 562 +13.0% 497 – 497 Modern Oral 6 +179% –617 +199% 2–2 New Categories 535 +4.2% – 53553 588 +14.2% 514 – 514 Traditional Oral ––––––– ––– Other 101 +13.0% – 101 4 105 +20.1% 88 – 88 Revenue 4,191 -7.6% – 4,191 344 4,535 0.0% 4,537 – 4,537 20202019 APME Reported £m vs 2019 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2019 % Reported £m Adjusting items £m Adjusted £m Combustible 3,935 -10.3% – 3,935 113 4,048 -7.7% 4,387 – 4,387 Vapour 15 +255% – 15 – 15 +260% 4–4 THP 497 -26.0% – 497 (7) 490 -27.1% 671 – 671 Modern Oral 2 n/m –2–2 n/m ––– New Categories 514 -24.0% – 514 (7) 507 -25.0% 675 – 675 Traditional Oral –––––––––– Other 88 -1.3% – 88 1 89 -0.4% 91 – 91 Revenue 4,537 -11.9% – 4,537 107 4,644 -9.9% 5,153 – 5,153 2021 2020 ENA Reported £m vs 2020 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2020 % Reported £m Adjusting items £m Adjusted £m Combustible 5,024-6.2% – 5,024 390 5,414 +1.1% 5,356 – 5,356 Vapour 207 +40.2% – 207 5 212 +43.8% 148 – 148 THP 341 +150% – 341 23 364 +167% 136 – 136 Modern Oral 266 +43.9% – 266 3 269+45.6% 185 – 185 New Categories 814 +73.6% – 814 31 845 +80.3% 469 – 469 Traditional Oral 41 +18.2% – 41 (1) 40 +18.1% 34 – 34 Other 122 -8.9% – 122 8 130 -4.9% 135 – 135 Revenue 6,001 +0.1% – 6,001 4286,429 +7.3% 5,994 – 5,994 20202019 ENA Reported £m vs 2019 % Adjusting items £m Adjusted £m Impact of exchange £m Adjusted at constant £m Adjusted at constant vs 2019 % Reported £m Adjusting items £m Adjusted £m Combustible 5,356 -3.4% – 5,356 167 5,523 +0.5% 5,544 (50) 5,494 Vapour 148 +0.4% – 148 (1) 147 +0.2% 147 – 147 THP 136 +143% – 136 9 145 +159% 56 – 56 Modern Oral 185 +58.5% – 185 1 186 +59.3% 116 – 116 New Categories 469 +46.7% – 469 9 478 +49.6% 319 – 319 Traditional Oral 34 +16.2% – 34 – 34 +14.2% 29 – 29 Other 135-31.6% – 135 (1) 134-31.7% 198 – 198 Revenue 5,994 -1.6% – 5,994 175 6,169 +2.1% 6,090 (50) 6,040 ![]() BAT Annual Report and Form 20-F 2021 308 #### Adjusted Profit From Operations and Adjusted Operating Margin Definition –profit fromoperations beforethe impact of adjusting itemsand adjusted profit fromoperations as a percentage ofadjusted revenue. To supplement BAT’s results from operations presented in accordance with IFRS, the Group’s Management Board, as the chief operating decision-maker, reviews adjusted profit from operations to evaluate the underlying business performance of the Group and its geographic segments, toallocate resources to the overall business and to communicate financial performance to investors. The Group also presents adjusted operating margin, which is defined as adjusted profit from operations as a percentage of adjusted revenue, as defined previously. Adjusted profit from operations and adjusted operating margin are not measures defined by IFRS. The most directly comparable IFRS measure to adjusted profit from operations is profit from operations. Adjusting items, as identified in accordance with the Group’s accounting policies, represent certain items of income and expense which the Group considers distinctive based on their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as adjusting and provides details of items that are specifically excluded from being classified as adjusting items. Adjusting items in profit from operations include restructuring and integration costs, amortisation of trademarks and similar intangibles, impairment of goodwill and chargesinrespectofcertainlitigation. The definition of adjusting items is explained in note 1 in the Notes on the Accounts. The Group’s Management Board believes that these additional measures are useful to investors and are used by the Group’s Management Board as described above, because they exclude the impact of adjusting items which have less bearing on the routine ongoing operating activitiesof theGroup,thereby enhancing users’ understanding of underlying business performance. The Group’s Management Board also believes that adjusted profit from operations provides information that enables investors to better compare the Group’s business performance across periods. Additionally, the Group’s Management Board believes that similar measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to the Group, many of which present an adjusted operating profit-related performance measure when reporting their results. Adjusted profit from operations and adjusted operating margin have limitations as analytical tools. They are not presentations made in accordance with IFRS, are not measures of financial condition or liquidity and should not be considered as alternatives to profit for the year, profit from operations or operating margin as determined in accordance with IFRS. Adjusted profit from operations and adjusted operating margin are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider these performance measures in isolation from, or as a substitute analysis for, BAT’s results of operations as determined in accordance with IFRS. The table below reconciles the Group’s profit from operations to adjusted profit from operations, and to adjusted profit from operations at constant rates based on a re-translation of adjusted profit from operations for each year, at the previous year’s exchange rates, and provides adjusted operating margin for the periods presented. Refer to note 2 in the Notes on the Accounts for further discussion of the segmental results and for the reconciliation of adjusted profit from operations at current and constant rates of exchange to segmental profit from operations and to Group profit for the years ended 31 December 2021, 2020 and 2019. For the year ended 31 December (£m) 2021 20202019 Profitfrom operations 10,234 9,962 9,016 Add: Restructuring and integration costs 150 408 565 Amortisation and impairment oftrademarks andsimilar intangibles 306 339 481 Impairment of goodwill 57 209 194 (Income)/charge in respect of an excise tax dispute in Russia – (40) 202 Charge in respect of Canada class action –– 436 Charge in respect of MSA liabilities related to brands sold to a third party – 400 – Credit in respect of the partial buy-out of the pension fund in the U.S. (35) –– Charge in respect of the sale of the Group’s operations in Iran 358 –– Other, including litigation 80 87 236 Adjusted profit fromoperations 11,150 11,365 11,130 Operatingmargin 39.8% 38.6% 34.8% Adjusted operatingmargin\* 43.4% 44.1%43.1% Impact of translational foreign exchange 802 296 (98) 2021 adjusted profit fromoperations re-translated at2020exchange rates 11,952 2020 adjusted profit from operations re-translated at 2019 exchange rates 11,661 2019 adjusted profit from operations re-translated at 2018 exchange rates 11,032 Change inadjusted profit from operations atprior year’s exchange rates (constant rates) +5.2% +4.8% +6.6% \*Adjusted profit from operations as a percentage of adjusted revenue. #### Non-GAAP Measures #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 309 #### Adjusted Share of Post-Tax Results of Associates and Joint Ventures Definition – share of post-tax results of associates and joint ventures before the impact of adjusting items. To supplement BAT’s performance presented in accordance with IFRS, the Group’s share of post-tax results of associates and joint ventures is also presented before adjusting items (as defined in note 1 in the Notes on the Accounts). The Group’s Management Board believes that adjusted share of post-tax results of associates and joint ventures provides information that enables investors to better compare the Group’s business performance across periods. The Group’s Management Board uses adjusted share of post-tax results from associates and joint ventures as part of the total assessment of the underlying performance of all the Group’s business interests. Adjusted share of post-tax results of associates and joint ventures has limitations as an analytical tool. It is not a presentation made in accordance with IFRS, is not a measure of financial condition or liquidity, and should not be considered as an alternative to the Group’s share of post-tax results of associates and joint ventures as determined in accordance with IFRS. Adjusted share of post-tax results of associates and joint ventures is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this performance measure in isolation from, or as a substitute analysis for, BAT’s results of operations as determined in accordance withIFRS. The most directly comparable IFRS measure to adjusted share of post-tax results of associates and joint ventures is share of post-tax results ofassociates and joint ventures. For the year ended 31 December (£m) 2021 20202019 Group’s share of post tax results of associates and joint ventures 415 455 498 Issue of shares andchanges in shareholding (6) (17) (25) Impairment of the Group’s associate in Yemen 18 –– Other – 4– Adjusted Group’s share of post tax results of associates and joint ventures 427 442 473 #### Underlying Tax Rate Definition – Tax rate incurred before the impact of adjusting items and to adjust for the inclusion of the Group’s share of post-tax results of associates and joint ventures within the Group’s pre-tax results. BAT management monitors the Group’s underlying tax rate to assess the tax rate applicable to the Group’s underlying operations, excluding the Group’s share of post-tax results of associates and joint ventures in BAT’s pre-tax results and adjusting items (as defined in note 1 in the Notes on the Accounts). Underlying tax rate is not a measure defined by IFRS. The table below provides the calculation of the Group’s effective tax rate as determined in accordance with IFRS with underlying tax rate for the periods presented. The Group’s Management Board believes that this additional measure is useful to investors, and is used by BAT management as described above, because it excludes the contribution from the Group’s associates, recognised after tax but within the Group’s pre-tax profits, and adjustingitems, thereby enhancingusers’ understanding of underlying business performance. Underlying tax rate has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to the effective tax rate as determined in accordance with IFRS. Underlying tax rate is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this measure in isolation from, or as a substitute analysis for, the Group’s effective tax rate as determined in accordance with IFRS. The table below provides the calculation of the Group’s underlying tax rate for the periods presented. For the year ended 31 December (£m) 2021 20202019 Profitbefore taxation 9,163 8,672 7,912 Less: Share of post-tax results of associates and joint ventures (415) (455) (498) Adjusting items within profit from operations 916 1,403 2,114 Adjusting items within finance costs 55 153 80 Adjusted profit before taxation, excluding associates andjoint ventures 9,719 9,773 9,608 Taxationonordinaryactivities (2,189) (2,108) (2,063) Adjusting items in taxation (91) (35) (65) Taxation on adjusting items (119) (287) (373) Adjusted taxation (2,399) (2,430) (2,501) Effective taxrate 23.9% 24.3% 26.1% Underlying tax rate 24.7% 24.9% 26.0% ![]() BAT Annual Report and Form 20-F 2021 310 #### Adjusted Diluted Earnings Per Share Definition –diluted earnings pershare beforethe impact of adjusting items. BAT management monitors adjusted diluted earnings per share, a measure which removes the impact of adjusting items, (as defined in note 1 in the Notes on the Accounts), from diluted earnings per share. Adjusted diluted earnings per share is used by management within the Group’s incentive schemes, as reported within the Remuneration Report beginning on page 128 and reported in note 11 in the Notes on the Accounts. The Group’s Management Board believes that this additional measure is useful to investors, and is used by BAT management as described above, as an indicator of diluted earnings per share before adjusting items. Adjusted diluted earnings per share has limitations as an analytical tool and should not be used in isolation from, or as a substitute for, diluted earnings per share as determined in accordance with IFRS. The most directly comparable IFRS measure to adjusted diluted earnings per share is diluted earnings per share and a reconciliation is provided in note 11 in the Notes on the Accounts. The definition of adjusting items is provided in note 1 in the Notes on the Accounts. #### Operating Cash Flow Conversion Ratio Definition –net cash generated from operating activities beforethe impact of adjusting items and dividends from associates and excluding trading loans to third parties, pension short fall funding, taxes paid and net capital expenditure, as a proportion of adjusted profitfrom operations. @ Operating cash flow conversion ratio is a measure of operating cash flow which is used within the Group’s incentive schemes as reported within the Remuneration Report beginning on page 128. Operating cash flow conversion ratio has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to measures of liquidity or financial position as determined in accordance with IFRS. Operating cash flow conversion ratio is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this measure in isolation from, or as a substitute analysis for, the Group’s results of operations or cash flows as determined in accordance with IFRS. The table below shows the computation of operating cash flow conversion ratio for the periods presented. For the year ended 31 December (£m) 2021 20202019 Net cash generatedfrom operating activities 9,717 9,786 8,996 Cash related to adjusting items 501 732 564 Dividends from associates (353) (351) (252) Taxpaid 2,314 2,132 2,204 Net capital expenditure (632) (605) (774) Trading loans to third parties – 9 4 Other – 1 – Operating cash flow 11,547 11,704 10,742 Adjusted profit fromoperations 11,150 11,365 11,130 Operating cash flowconversion ratio 104% 103% 97% Cash conversion ratio\* 95% 98% 100% \*Net cash generated from operating activities as a percentage of profit from operations. #### Non-GAAP Measures #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 311 @ #### Free Cash Flow – Before and After Dividends Paid to Shareholders Definition –net cash generated from operating activities beforethe impact of trading loansprovidedto a third party and after dividends paidto non-controlling interests, netinterest paidand net capital expenditure.This measure ispresented beforeand after dividends paid to shareholders. To supplement BAT’s net cash generated from operating activities as presented in accordance with IFRS, the Group’s Management Board, as thechief operating decision-maker,reviewsfree cash flow (before and after dividends paid toshareholders)generatedby theGroup to evaluate the underlying business performance of the Group and its geographic segments. This is deemed by the Group Management Board to reflect the Group’s ability to pay dividends (free cash flow before dividends paid to shareholders) or invest in other investing activities (free cash flowafterdividends paid to shareholders). Free cash flow (before dividends paid to shareholders) and free cash flow (after dividends paidto shareholders) are notmeasures defined by IFRS. The most directly comparable IFRS measure to free cash flow (before and after dividends paid to shareholders) is net cash generated from operating activities. The Group’s Management Board believes that this additional measure is useful to the users of the financial statements in helping them to see the level of cash generated by the Group prior to the payment of dividends or debt and prior to other investing activities. Free cash flow (before and after dividends paid to shareholders) has limitations as an analytical tool. They are not a presentation made in accordance with IFRS and should not be considered as an alternative to net cash generated from operating activities as determined in accordance with IFRS. Free cash flow (before and after dividends paid to shareholders) are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this measure in isolation from, or as a substitute analysis for, the Group’s measures of financial position or liquidity as determined in accordance with IFRS. The table below shows the reconciliation from net cash generated from operating activities to free cash flow (before and after dividends paid to shareholders) for the periods presented. For the year ended 31 December (£m) 2021 20202019 Net cash generatedfrom operating activities 9,717 9,786 8,996 Dividends paidto non-controlling interests (150) (136) (157) Net interest paid (1,488) (1,759) (1,550) Net capital expenditure (632) (605) (774) Trading loans to third parties – 9 4 Freecash flow (before dividends paidto shareholders) 7,447 7,295 6,519 Dividends paid to shareholders (4,904) (4,745) (4,598) Freecash flow (after dividends paid to shareholders) 2,543 2,550 1,921 #### Net Debt Definition – total borrowings, including related derivatives, less cash and cash equivalents and current investments held at fair value. The Group uses net debt to assess its financial capacity. Net debt is not a measure defined by IFRS. The most directly comparable IFRS measure to net debt is total borrowings. The Group’s Management Board believes that this additional measure, which is used internally to assess the Group’s financial capacity, is useful to the users of the financial statements in helping them to see how business financing has changed over the year. Net debt has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to total borrowings or total liabilities determined in accordance with IFRS. Net debt is not necessarily comparable to similarly titled measures used by other companies. In addition, it does not exclude restricted cash (as set out in note 21 in the Notes on the Accounts) in the calculation. As a result, you should not consider this measure in isolation from, or as a substitute analysis for, the Group’s measures of financial position or liquidity as determined in accordance with IFRS. A reconciliation of borrowings to net debt is provided in note 23 in the Notes on the Accounts. @ The table below reconciles the movement in net debt during each financial year: For the year ended 31 December (£m) 2021 20202019 Opening net debt (40,241) (42,574) (44,351) Free cash flow (before dividends paid to shareholders) 7,447 7,295 6,519 Other cash items, including dividends paid to owners of the parent (3,373) (4,955) (4,910) Acquirednet debt – 95 – Other non-cash movements (11) (171) (98) Adoption of IFRS 16 –– (607) Impact of foreign exchange (124) 69 873 Closing netdebt (36,302) (40,241) (42,574) ![]() BAT Annual Report and Form 20-F 2021 312 #### Adjusted Net Debt to Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation #### (AdjustedEBITDA) Definition – net debt excluding the impact of the revaluation of Reynolds American Inc. acquired debt arising as part of the purchase price allocation process, asa proportion of profit for theyear (earnings) before net financecosts/income, taxation on ordinary activities, depreciation, amortisation, impairment costs, the Group’s share ofpost-taxresults of associates andjoint ventures, andotheradjusting items. @ To supplement BAT’s total borrowings as presented in accordance with IFRS, the Group’s Management Board, as the chief operating decision-maker, reviews adjusted net debt to adjusted EBITDA to assess its level of net debt (excluding the impact of the purchase price allocation adjustment to Reynolds American Inc. acquired debt) in comparison to the underlying earnings generated by the Group to evaluate the underlying business performance of the Group and its geographic segments. This is deemed by the Group’s Management Board to reflect the Group’s ability to service and repay borrowings. This is also used within the Group’s incentive schemes as reported within the Remuneration Report beginning on page 128. For the purposes of this ratio, adjusted net debt is net debt, as discussed and reconciled on page 312, adjusted for the uplift arising on the Reynolds American Inc. debt as part of the purchase price allocation, as such an uplift in value is not reflective of the repayment value of the debt. Adjusted EBITDA is not a measure defined by IFRS. The most directly comparable IFRS measure to adjusted EBITDA is profit for the year. The Group’s Management Board believes that this additional measure, which is used internally to assess the Group’s financial capacity, is useful to the users of the financial statements in helping them to see how the Group’s financial capacity has changed over the year. Adjusted EBITDA has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to profit from operations as determined in accordance with IFRS. Adjusted net debt to adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this measure in isolation from, or as a substitute analysis for, the Group’s measures of financial position or liquidity as determined in accordance with IFRS. The table below reconciles both total borrowings to adjusted net debt and profit for the year to adjusted EBITDA for the periods presented. As of the year ended 31 December (£m) 2021 20202019 Borrowings (excluding lease liabilities) 39,212 43,493 44,787 Lease liabilities 446 475 579 Derivatives in respect of net debt (91) (346) (143) Cash and cash equivalents (2,809) (3,139) (2,526) Current investments held at fair value (456) (242) (123) Purchase price allocation adjustment to Reynolds American Inc. debt (754) (790) (848) Adjusted netdebt 35,548 39,451 41,726 Profit for the year 6,974 6,564 5,849 Taxation on ordinary activities 2,189 2,108 2,063 Net finance costs 1,486 1,745 1,602 Depreciation, amortisation andimpairmentcosts 1,076 1,450 1,512 Share of post-tax results of associates and joint ventures (415) (455)(498) Other adjusting items (not related to depreciation, amortisation and impairment costs) 564 704 1,376 Adjusted EBITDA 11,874 12,116 11,904 Adjusted net debt to adjusted EBITDA 3.0x 3.3x 3.5x Impact of translational foreign exchange on adjusted net debt (477) 46 Adjusted net debt at constant rates of exchange 35,071 39,497 Impact of translational foreign exchange on adjusted EBITDA 839 323 Adjusted EBITDA at constant rates of exchange 12,713 12,439 Adjusted net debt to adjusted EBITDA at constant rates of exchange 2.8x 3.2x #### Non-GAAP Measures #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 313 @ #### Adjusted Return on Capital Employed Definition – Profit from operations, excluding adjusting items and including dividends from associates and joint ventures, as a proportion of average total assets less currentliabilities inthe period. The Group provides adjusted return on capital employed (adjusted ROCE) to provide users of the financial statements with an indication of the financialreturn (by referenceto thefinancial performance in agiven period), with the assets less currentliabilities (defined as Capital Employed) in theperiod. Adjusted ROCE is not a measure defined by IFRS. The most directly comparable IFRS measure to adjusted ROCE is profit from operations as a proportion of total assets less current liabilities. The Group’s Management Board believes that this additional measure is useful to the users of the financial statements in helping them to see how the Group’s capital employed has generated a return in any given period, by reference to Group’s performance as reported via the income statement. Adjusted ROCE has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to other measures that may be derived from the financialstatementsprepared in accordancewith IFRS. Adjusted ROCE is not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this measure in isolation from, or as a substitute analysis for, the Group’s measures of financial performance or return as determined in accordance with IFRS. The table below reconciles profit from operations to adjusted profit from operations including dividends from associated and joint venturesand provides the constituent parts of average capital employed. As of the year ended 31 December (£m) 2021 20202019 Profitfrom operations 10,234 9,962 9,016 Adjusting items 916 1,403 2,114 Dividends received from associates and joint ventures 353 351 252 Adjusted profit fromoperations, inclusive of dividendsfrom associates andjointventures 11,503 11,716 11,382 Total Assets 137,365 137,690 141,005 Current Liabilities 15,144 15,478 18,823 Capital employed at balance sheet date 122,221 122,212 122,182 Averagecapital 122,217 122,197 126,099 Adjusted ROCE 9.4% 9.6% 9.0% #### Results on a Constant Translational Currency Basis Movements in foreign exchange rates have impacted the Group’s financial results. The Group’s Management Board reviews certain of its results, including adjusted revenue, revenue growth from New Categories, adjusted profit from operations and adjusted diluted earnings per share, at constant rates of exchange. The Group calculates these financial measures at constant rates of exchange based on a re-translation, at prior year exchange rates, of the current year’s results of the Group and, where applicable, its geographic segments. The Group does not adjust for the normal transactional gains and losses in profit from operations that are generated by exchange movements. Although the Group does not believe that these measures are a substitute for IFRS measures, the Group’s Management Board does believe that such results excluding the impact of currency fluctuations year-on-year provide additional useful information to investors regarding the Group’s operating performance on a local currency basis. Accordingly, the constant rates of exchange financial measures appearing in the discussion of the Group results of operations (beginning on page 74) should be read in conjunction with the information provided in note2 in the Notes on the Accounts. In 2021, 2020 and 2019, results were affected by translational exchange rate movements. In 2021, at the prevailing exchange rates, adjusted revenue declined by 0.4%, revenue growth from New Categories increased 42.4% and adjusted profit from operations declined by 1.9% versus 2020. At constant rates of exchange, adjusted revenue would have increased by 6.9%,revenue from New Categories would have increased by 50.9% and adjusted profit from operations would have increased by 5.2%. This lower growth rate at prevailing exchange rates reflects the negative translational impact as a result of the relative strengthening of the pound sterling. In 2020, at the prevailing exchange rates, adjusted revenue declined by 0.4%, adjusted profit from operations increased by 2.1%, adjusted revenue from the strategic portfolio increased by 4.0% and adjusted revenue from New Categories increased by 14.9% versus 2019. At constant rates of exchange, adjusted revenue would have increased by 3.3%,adjusted profit from operations would have increased by 4.8%, adjusted revenue from the strategic portfolio would have increased by 7.0% and adjusted revenue from New Categories would have increased by 15.4%. This lower growth rate at prevailing exchange rates reflects the negative translational impact as a result of the relative strengthening of the pound sterling. In 2021, 2020 and 2019, adjusted diluted earnings per share was affected by translational exchange rate movements. In 2021, the adjusted diluted earnings per share of 329.0p, a decrease of 0.8%, would, when translated at 2020 exchange rates, have been 353.5p, an increase of 6.6%. This lower growth rate, in 2021, at prevailing exchange rates, reflects the negative translational impact as a result of the relative strength of the pound sterling. In 2020, the adjusted diluted earnings per share of 331.7p, an increase of 2.4%, would, when translated at 2019 exchange rates, have been 341.4p, an increase of 5.5%. This lower growth rate, in 2020, at prevailing exchange rates, reflects the negative translational impact as a result of the relative strength of the pound sterling. ![]() BAT Annual Report and Form 20-F 2021 314 As at 31 December 2021, the number of persons employed by the Group was 52,050 worldwide. The Group believes that its labour relations are good. Certain temporary employees are included in the below figures. The number of such temporary employees is approximately 241 in 2021 and largely relates to seasonal workers within operations. The following table sets forth the number of Group employees by region in 2021, 2020 and 2019. Region(numberof employees worldwide) As of 31 December 2021 20202019 U.S. 4,405 4,921 5,020 APME 9,747 10,750 13,465 AmSSA 15,565 15,873 16,862 ENA 1 22,333 23,785 24,642 Total employees 52,050 55,329 59,989 Note: 1.Included within the employee numbers for ENA are certain employees in different locations in respect of central functions. Some of the costs of these employees are allocated or charged to the various regions and markets in the Group. #### Employees #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 315 #### Additional Disclosures on #### Liquidity and Capital Resources The Group’s cash inflows derive principally from its operating activities. They are supplemented when required by cash flows from financing activities, typically to support general corporate requirements but also, from time to time, to support acquisitions. The principal sources of liquidity for the Group are cash flows generated from the operating business and proceeds from issuances of debt securities described belowunder ‘capital resources’. The Board reviews and agrees the overall treasury policies and procedures, delegating appropriate oversight to the Finance and Transformation Director and the treasury function. The treasury policies include a set of financing principles and key performance indicators. The Group’s treasury position is monitored by a Corporate Finance Committee chaired by the Finance and Transformation Director.Treasury operations aresubject to periodicindependent reviews and audits, both internaland external. In 2021, 2020 and 2019, all contractual borrowing covenants were met and none are expected to inhibit the Group’s operations or funding plans. In 2020, the Group’s financial covenant (interest cover) was removed from the terms of the revolving credit facility and syndicated termloan. #### Capital Expenditure Gross capitalexpendituresinclude purchases of property, plant andequipment andpurchases of certainintangibles. The Group’sgross capital expenditures for 2021, 2020 and 2019 were £664 million, £648 million and £807 million, respectively, representing investment in the Group’s global operational infrastructure (including, but not limited to, the manufacturing network, trade marketing and IT systems). The Group expects gross capital expenditures in 2022 of approximately £750 million, representing the ongoing investment in the Group’s operational infrastructure, including the continued investment into New Categories. This is expected to be funded by the Group’s cash flows and existing facilities. #### Hedging Instruments As discussed in note 23 in the Notes on the Accounts, the Group hedges its exposure to interest rate movements and currency movements. BAT’s cash flow hedges are principally in respect of sales or purchases of inventory and certain debt instruments. A certain number of forward foreign currency contracts were used to manage the currency profile of external borrowings. Interest rate swaps have been used to manage the interest rate profile of external borrowings, while cross-currency swaps have been used to manage the currency profile of external borrowings. #### Capital Resources Policy The Group utilises cash pooling and zero balancing bank account structures in addition to intercompany loans and borrowings to ensure that there is the maximum mobilisation of cash within the Group. The key objectives of treasury in respect of cash and cash equivalents are to protect the principal value of the Group’s cash and cash equivalents, to concentrate cash at the centre to minimise the required long-term debt issuance, including perpetual hybrid debt treated as an equity instrument, and to optimise the yield earned. The amount of debt the Group issues is determined by forecasting the net debt requirement after the mobilisation of cash. Subsidiary companies are funded by share capitaland retained earnings, loans from thecentral financecompanies on commercial terms orthroughlocal borrowings by the subsidiaries in appropriate currencies. All contractual borrowing covenants have been met and none areexpected to inhibit the Group’s operations or funding plans. Borrowings The following table sets out the Group’s long- and short-term borrowings as of the dates indicated: As of 31 December (£m) 1 Currency Maturity dates Interest rates at 31 December 2021 2021 20202019 Eurobonds 2 Euro 2022 to 2045 0.9% to 3.1% 7,316 8,875 7,591 Euro 2021 3m EURIBOR +50bps – 984 931 UK pound sterling 2022to 2055 2.1% to 7.3% 4,086 4,590 4,161 Swiss franc 2026 1.4% 203 540 510 Bonds issuedpursuant to rules under the U.S. Securities Act (as amended) 2 US dollar 2022 to 2050 1.7% to 8.1% 25,625 25,461 23,805 US dollar 2022 USD 3m LIBOR + 88bps 554 548 1,325 CommercialPaper 2 269 – 1,056 Other loans 500 1,929 4,624 Bank loans 313 317 293 Bank overdrafts 346 249 491 Financeleases 446 475 579 Total 39,658 43,968 45,366 Notes : 1.The financialdata abovehas been extracted fromthe Group’sconsolidatedfinancial statements. 2.The issuers of these debt securitiesare B.A.T.International Financep.l.c., B.A.T Capital Corporation, Reynolds AmericanInc., orR.J. Reynolds TobaccoCompany, as applicable. British American Tobacco p.l.c. is the ultimate guarantor in each case. Perpetual hybrid bonds issued by the Company have been classified as equity and therefore excluded from borrowings. ![]() BAT Annual Report and Form 20-F 2021 316 #### Off-Balance Sheet Arrangements and Contractual Obligations The Group has no significant off-balance sheet arrangements. The Group has contractual obligations to make future payments on debt agreements. In the normal course of business, the Group enters into contractual arrangements where the Group commits to future purchases of services from unaffiliated parties and related parties. The Group’s undiscounted contractual obligations as of 31 December 2021 were as follows: Payments due by period (£m) Total Less than 1Year 1–3 Years3–5 Years Thereafter Long-term notes and other borrowings, exclusive of interest 1 38,752 3,406 6,178 6,742 22,426 Interest payments related to long-term notes 1 460 460 ––– Lease liabilities 446 126 159 87 74 Purchase obligations 2 1,160 943 207 10 – Total cash obligations 40,818 4,935 6,544 6,839 22,500 Notes: 1.For more information about the Group’s long-term debt, see note 23 in the Notes on the Accounts. 2. Purchase obligations primarily include commitments to acquire tobacco leaf. Purchase orders for the purchase of other raw materials and other goods and services are not included in the table, as the Group’s operating subsidiaries are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders typically represent authorisations to purchase rather thanbindingagreements. The table above does not include any amounts that the Group may pay to fund its retirement benefit plans as the timing and amount of any such future funding are unknown and dependent on, among other things, the future performance of defined benefit pension plan assets, interest rate assumptions and other factors. The net retirement benefit scheme liabilities totalled £321 million as of 31 December 2021, which is net of pension assets of £10,816 million. The Group expects to be required to contribute £83 million to its defined benefit plans during 2022. See note 15 in the Notes on the Accounts for further information. The above table also excludes any amounts in relation to service contracts which are disclosed in note 31 in the Notes on the Accounts. #### Additional Disclosures on #### Liquidity and Capital Resources Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 317 #### Summary of Group Risk Factors #### Other Information The following is a summary of some of the risks and uncertainties, the occurrence of any one of which, alone or in combination with other events or circumstances, may materially adversely affect the Group’s results of operations and financial condition. You should read this summary together with the ‘Group Principal Risks’ section on pages 84 to 88 and the more detailed description of each risk factor contained below. Business execution and supply chain risks – Competition from illicit trade. – Geopolitical tensions that have the potential to disrupt the Group’s business in multiple markets. – Disruption to the Group’s data and information technology systems, including by cyber attack or the malicious manipulation or disclosure of confidentialor sensitive information. – Failure to meet current or future New Categories demand. – Failureof a financialcounterparty. – Exposure to unavailability of, and price volatility, in raw materials and increased costs of employment. – Failure to retain key personnel or to attract and retain skilled talent. – Disruption to the supply chain and distribution channels. – Failure todeliver digital innovation and drive digital transformation. – Exposure toproduct contamination. – Inability to obtain adequate supplies of tobacco leaf. – Failureto successfully design, implement andsustain an integrated operatingmodel. – Failureto uphold the high standard ofESG management. – Failure to manage the Group’s climate change risk. – Impact of a pandemic on the performance of the Group. Legal, regulatory andcompliancerisks – Exposure to, the enactment of, proposals for, or rumours of regulation that significantly impairs the Group’s ability to communicate, differentiate, market or launch its products and/or the lack of appropriate regulation for New Categories. – Adverse implications of proposed EU legislation on single-use plastics that will result in on-pack environmental warnings and financial implications relating to the Extended Producer Responsibility (EPR). – Exposure to litigation on tobacco, nicotine, New Categories and other issues. – Significant and/or unexpected increases or structural changes in tobacco and nicotine-related taxes. – Failure to comply with health and safety and environmental laws. – Exposure tounfavourable taxrulings. – Unexpected legislative changes to corporate income tax laws. – Exposure topotential liability under competition or antitrust laws. – Failure to establish and maintain adequate controls and procedures to comply with applicable securities, corporate governance and compliance regulations. – Loss ofconfidential information,including through manipulation ofdata byemployees andsystem failure. – Failure to comply with product regulations due to uncertainty surrounding the proper interpretation and application of those regulations. – Failureto uphold high standardsof corporate behaviour, including through unintended or malicious breachof anti-bribery and anti- corruption and other anti-financialcrime laws. – Imposition of sanctions under sanctions regimes or similar international, regional or national measures. – Loss or misuse of personal data through a failure to comply with the European General Data Protection Regulation, the UK Data Protection Act 2018, e-Privacy laws and other privacy legislation governing the processing of personal data. – Failure to uphold New Categories marketing practices. Economic andfinancial risks – Foreign exchange rate exposures. – Inability to obtain price increases and exposure to risks from excessive price increases and value chain erosion. – Effects of declining consumption of legitimate tobacco products and a tough competitive environment. – Funding, liquidity and interest rate risks. – Failure to achieve growth through mergers, acquisitions and joint ventures. – Unforeseen underperformancein key global markets. – Increases in net liabilities under the Group’s retirement benefit schemes. Product pipeline, commercialisation and Intellectual Property risks – Inability to predict consumers’ changing behaviours and launch innovative products that offer adult tobacco and nicotine consumers meaningful value-added differentiation. – Exposure to risks associated with intellectual property rights, including the failure to identify, protect and prevent infringement of the Group’s intellectual property rights and potential infringement of, or the failure to retain licences to use, third-party intellectual property rights. ![]() BAT Annual Report and Form 20-F 2021 318 #### Group Risk Factors #### Business Execution and Supply Chain Risks Risk: Competition from illicit trade. Description Illicittrade, illegal products and tobaccotrafficking in theform ofcounterfeit products, smuggled genuine products (product diversion), and locally manufactured products, which do not comply with applicable regulations and/or in which applicable taxes are evaded, represent a significant and growing threat to the legitimate tobacco industry and New Categories products. Factors such as increasing levels of taxation, price increases, economic downturn, lack of law enforcement, appropriate penalties and weak border control are encouraging more adult tobacco and New Categories consumers to switch to illegal cheaper tobacco and New Categories products and are providing greater rewards for counterfeiters and smugglers. Regulatory restrictions such as plain packaging or graphic health warnings, display bans, flavour or ingredient restrictions and increased compliance costs further disadvantage legitimate industry participants by providing competitive advantages to illicit manufacturers and distributors of illicit tobacco and New Categories products. In addition, third parties may seek to divert product when there is an arbitrage opportunity for them between lower and higher excise countries. Impact Illicit trade has an adverse effect on the Group’s overall sales volume and may restrict the ability to increase selling prices. Illicit trade can also damage brand equity andreputation, which couldundermine theGroup’s investment in Trade Marketing and Distribution. Operational costs (e.g. track and trace costs) can increase and the product may become commoditised. These factors in turn could reduce profits and have an adverse effect on the Group’s results of operations and financial conditions and cause the Group to fail to deliver on its strategic growth plans. Further, counterfeit products (especially New Categories) and other illicit products could harm consumers, damaging goodwill and/or the category (with lower volumes and reduced profits), and potentially leading to misplaced claims against BAT and further regulation and also lead to a failure to deliver our corporate harm reduction objective. In addition, as the Group has contractual and legislative obligations to prevent the diversion of our products into illicit channels, actual and perceived breaches of the obligations to prevent product diversion into illicit channels can lead to substantial fines in the forms of seizure payments and legislative penalties (including financial penalties), as well as the risk of reputational damage (including negative perceptions of our governanceand our ESG credentials) fromGroupproducts beingfound in illicitchannels. Risk: Geopolitical tensions that have the potential to disrupt the Group’s business in multiple markets. Description The Group’s operations and financial condition are influenced by the economic and political situations in the markets and regions in which it has operations, which are often unpredictable and outside of its control. Some markets in which the Group operates face the threat of civil unrest and can be subject to frequent changes in regime. In others, there is a risk of terrorism, conflict, global health crisis, war, organised crime or other criminal activity. The Group is also exposed to economic policy changes in jurisdictions in which it operates. In addition, some markets maintain trade barriers or adopt policies that favour domestic producers, preventing or restricting the Group’s sales. Impact Deterioration of socio-economic or political conditions could lead to injury or loss of life, restricted mobility, loss of assets and/or denial of access to BAT sites that reduce the Group’s access to particular markets or may disrupt the Group’s operations, such as supply chain, or manufacturing or distribution capabilities. Such disruption may result in increased taxes and/or other costs due to the need for more complex supply chain and security arrangements, to build new facilities or to maintain inefficient facilities, or in a reduction of the Group’s sales volume. Further, there may be reputational damage, including negative perceptions of our governance and protection of our people and our ESG credentials. Risk: Disruption to the Group’s data and information technology systems, including by cyber attack or the malicious manipulation or disclosure ofconfidential or sensitiveinformation. Description The Group increasingly relies on data and information technology systems for its daily business operations, internal communications, controls, reporting and relations with customers and suppliers. Some of these systems are managed by third-party service providers. A significant disruption of the Group’s systems, including those managed by third-party service providers, due to computer viruses, cyber threats, malicious intrusions orunintendedor maliciousbehaviour byemployees, contractors or services providerscould affect the Group’s communications and operations. Computer viruses and cyber attacks are becoming more sophisticated and coordinated. In addition, such disruption may compromise the integrity of information and result in the inappropriate disclosure of confidential information, or may lead to false or misleading statements being made about the Group. #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 319 Risk: Disruption to the Group’s data and information technology systems, including by cyber attack or the malicious manipulation or disclosure ofconfidential or sensitiveinformation continued. Impact Any disruption to technology systems related to the Group’s operations could adversely affect its business and result in financial and reputational losses. Any delays or failure to rapidly detect or respond to attempts to gain unauthorised access to the Group’s information technology systems through a cyber attack can lead to a loss of access to systems or information being corrupted or lost, resulting in significantly increased costs for remediation and reputational consequences. Any delay in response will also impact the outcome. Security breaches and the loss of data or operational capacity may disrupt relationships throughout the supply chain, expose the Group or our consumers to a risk of loss or misuse of information, which could further expose the Group to liability, impact the Group’s reputation and lead to increased costs. The disclosure of trade secrets or other commercially sensitive information may provide competitors with a competitive advantage resulting in competitive or operational damage to the Group. The disclosure of confidential and sensitive information about the Group’s employees, customers, consumers, suppliers or other third parties could compromise data privacy and expose the Group to liability. Failure to effectively prevent or respond to a major breach or cyber attack may also subject the Group to significant reputational damage. Risk: Failure tomeet currentor future New Categories demand. Description The New Categories supply chain is a multi-tiered and complex environment with reliance on multiple factors, such as third-party suppliers’ ability to upscale production inorder to meet demandwhile maintaining productquality,dependency on singlesuppliers at various points in the chain and the Group’s ability to build adequate consumables production capacity in line with product demand. The geographical spread of suppliers and customers exposes the Group to political and economic conflicts such as Brexit and trade wars which may compromise the New Categories supply chain. Given the developing nature of the New Categories portfolio, there is also an enhanced risk that some products may not meet product quality and safety standards or may be subject to regulatory changes, leading to product recalls, which we have experienced in the past, or bans of certain ingredients or products. In addition, the New Categories supply chain may be vulnerable to changes in local legislation related to liquid nicotine that could increase import duties. Furthermore, the New Categories supply chain includes the development of sensitive trade secrets jointly with external design partners, which carries the risk of exposure of innovations to competitors. Impact Vulnerabilities in the New Categories supply chain may impact the Group’s ability to maintain supply and meet the current and future demand requirements across the New Categories portfolio,potentially resulting insignificant reputational harmand financial impact that may negatively affect the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Over-forecasting may also lead to write-off and negatively impact working capital. The design of New Categories devices may also prevent the scaling of commercial manufacturing, which will either restrict supply or increase the costs of production. Further, there may be loss of investors’ confidence in ESG performance, including failure to deliver our corporate purpose of harm reduction. In addition, changes in local legislation related to liquid nicotine import duties may increase New Categories production costs, which may increase end market pricing and reduce demand. Furthermore, the exposure of sensitive trade secrets can lead to competitive disadvantages and further negatively impact the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Risk: Failure of afinancial counterparty. Description The Group relies on transactions with a variety of financial counterparties to manage the Group’s business and financial risks. In the event that any of these counterparties fails, payments due from such counterparties, such as under hedging or insurance contracts, may not be recovered. In addition, failure of a transactional banking party may lead to the loss of cash balances and disruption to payment systems involving such counterparty. Impact The inability to recover payments due from one or more failed financial counterparties or the loss of cash balances may cause significant financial loss and have an adverse impact on the Group’s results of operations, financial condition and financial risk profile. In addition, the loss of cash balances or a disruption to payment systems may cause disruption to the Group’s ongoing operations and ability to pay its creditors and suppliers. ![]() BAT Annual Report and Form 20-F 2021 320 #### Business Execution and Supply Chain Risks Continued Risk: Exposure to unavailability of, and price volatility, in raw materials and increased costs of employment. Description The availability and price of various commodities required in the manufacture of the Group’s products fluctuate. Raw materials and other inputs used in the Group’s business, such as wood pulp and energy, are commodities that are subject to price volatility caused by numerous factors, including political influence, market fluctuations and natural disasters. Similarly, the Group is exposed to the risk of an increase above inflation in employment costs, including due to governmental action to introduce or increase minimum wages. Employment and health care law changes may also increase the cost of provided health care and otheremployment benefits expenses. Impact Restricted availability and price volatility of commodities may result in supply shortages and unexpected increases in costs for raw materials and packaging for the Group’s products, which may affect the Group’s results of operations and financial condition. Similarly, the Group’s profitability may be affected by increases in overall employment costs. The Group may not be able to increase prices to offset increased costs without suffering reduced sales volume and revenue. In the absence of compensating for increased costs through pricing, significant increases in raw material, packaging and employment costs above inflation will impact product margins, leading to lower profits and negatively affecting the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. . Risk: Failure to retain key personnel or to attract and retain skilled talent. Description The Group relies on a number of highly experienced employees with detailed knowledge of the tobacco industry, other areas of focus for the Group (including New Categories and Beyond Nicotine) and the Group’s business. Similarly, the Group is dependent on its ability to identify, attract, develop and retain such qualified personnel in the future. The Group is also dependent on external hires to ensure that there are the right new business critical capabilities and knowledge to accelerate transformation. BAT anticipates that this trend will continue and therefore the ability to continue to build awareness, increase reach and ultimately attract the new target audience remains a primary focus. The shift in career development expectations from new hires are leading to shorter tenures. Although the Group is increasing its effort on retaining critical capabilities and knowledge, following any departure of new external hires, there can be no assurance that this effort will be successful.Furthermore, broader economic and ESG trends may impact the Group’s ability to retain key employees and may increase competition for highly talented employees, potentially resulting in the loss of experienced employees. Impact If the Group is unable to retain its existing key employees or to attract and retain skilled talent in the future, critical positions may be left vacant, which could adversely impact the delivery of strategic objectives, which could ultimately impact the Group’s results of operations, financial condition and achieving its ESG related ambitions. High voluntary employee turnover may also reduce organisational performance and productivity, which may have a further adverse impact onthe Group’s results of operations and financial condition. Risk: Disruption to the supply chainand distribution channels. Description The Group has an increasingly global approach to managing its supply chain and distribution channels and is exposed to the risk of disruption to any aspect of the Group’s supply chain, to suppliers’ operations or to distribution channels, and the deterioration in the financial condition of a trading partner. This is especially so in our New Categories Supply Chain which is a multi-tiered and complex environment. Such disruption may be caused by a cyber event, global health crisis, major fire, violent weather conditions or other natural disasters that affect manufacturing or other facilities of the Group’s operating subsidiaries or those of their suppliers and distributors. In certain geographic areas where the Group operates, insurance coverage may not be obtainable on commercially reasonable terms, if at all. Coverage may be subject to limitations or the Group may be unable to recover damages from its insurers. Disruption may also be caused by spread of infectious disease (such as the COVID-19 pandemic) or by a deterioration/shortage in labour or union relations, disputesor work stoppages or other labour-related developments within the Group or its suppliers and distributors. In addition, the Group’s operating subsidiaries may not be able to establish or maintain relationships on favourable commercial terms with their suppliers and distributors. In some markets, distribution of the Group’s products is through third-party monopoly channels, often licensed by governments. The Group may be unable to renew these third-party supplier and distribution agreements on satisfactory terms fornumerous reasons, includinggovernmentregulations or ESG considerations. Furthermore, there are some product categories for which the Group does not have spare production capacity or where substitution between different production plants is very difficult. Consolidation of global suppliers and certain distributors that control large geographies may reduce the Group’s availability of alternatives and negatively impact the Group’s negotiating power with key suppliers and distributors. These risks are particularly relevant in jurisdictions where the Group’s manufacturing facilities are more concentrated or for certain product categories where production is more centralised. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 321 Risk: Disruption to the supply chainand distribution channels continued . Impact Any disruption to the Group’s supply chain and distribution channels could have an adverse effect on the results of operations and financial conditions of the Group through failures to meet shipment demand, contract disputes, increased costs, loss of market share and and inability to reinvest into New Category and support harm reduction agenda and cause the Group to fail to deliver on its strategic growth plans. Risk: Failure todeliver digital innovationand drivedigital transformation. Description The Group’s strategy in areas of further growth and increasing profitability depends to a large extent on digital transformation and innovation. Digital transformation and innovation are key drivers of the Group’s ethos and Quest, which includes new and modern categories of products, increased interaction with customers, data-driven decision making and cost optimisation efforts driven by automated and modernised processes. Examples ofthe Group’s ambitions that depend ondigital transformation include: – the ability to leverage our data assets to generate insights and foresights as a key driver of revenue growth; – the expansion and flexibility of technology solutions to streamline the market realisation of new products and marketing campaigns; and – the ability to build new solutions and the flexibility to react to market disruptions. The Group must effectively implement new ways of working and supporting technologies to fully develop the digital agenda defined by the Board(e.g. digital channels, data andanalytics, automation, etc.). The Group may see stalled progress in the pace of digital transformation and hampered strategy goals realisation if the necessary information and digital technology is not ready to support the business implementation of global functional transformations (e.g. direct relationship with consumers, integrated planning, demand forecasting and revenue growth management). The unavailability of the necessary digital technology may be due to missing technology capabilities, lack of scalability or poor data quality. Shortage of skills and ineffective ways of working may slow down the pace of the Group’s digital transformation and hamper its value realisation processes. In addition, sub-optimal design of the global digital platforms implemented by BAT may lead to the fragmentation and under-utilisation of such platforms and slow down the Group’s digital transformation. Impact The Group’s multi-category strategy requires dealing with different consumer needs and behaviours as well as complying with various regulations, which increasingly require the expansion and flexibility of technology solutions. This may lead to the fragmentation and under-utilisation of existing and future technology solutions. Similarly, increased control and centralisation of the technology solutions and delivery mechanisms may slow down the effective delivery of the Group’s digital transformation and innovation. The Group’s inability to adapt to the ever-changing digital space and fully exploit the value expected from digital transformation may have an adverse impact on its competitive edge, market share and profitability, and may prevent the Group from reaching its medium and long- termfinancial targets. Risk: Exposure to productcontamination. Description The Group may experience product contamination, whether by accident or deliberate malicious intent, during supply chain or manufacturing processes, or may otherwise fail to comply with the Group’s quality standards. The Group may also receive threats of malicious tampering. Impact Product contamination or threats of contamination may expose the Group to significant costs associated with recalling products from the market or temporarily ceasing production. In addition, adult tobacco consumers may lose confidence in the specific brand affected by the contamination, resulting in reputational damage and a loss of sales volume and market share. The Group could be subject to liability and costs associated with civil and criminal actions as well as regulatory sanctions brought in connection with a contamination of the Group’s products. Each of these results may in turn have an adverse effect on the Group’s results of operations, financial condition and reputation and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 322 #### Business Execution and Supply Chain Risks Continued Risk: Inability to obtain adequatesupplies of tobacco leaf. Description The Group purchases significant volumes of packed leaf each year. Tobacco leaf supplies are impacted by a variety of factors, including weather conditions, drought, flood and other natural disasters, growing conditions, diseases causing crop failure, climate change and local planting decisions. Tobacco production in certain countries is also subject to a variety of controls, including regulation affecting farming and production control programmes, and competition for land use from other agriculture products. Such controls and competition can further constrain the production of tobacco leaf, raising prices and reducing supply. Human rights issues may arise in connection with our tobacco leaf supply chain. Due to the large number of casual and temporary workers, the use of family labour in small-scale farming and high levels of rural poverty, the agricultural sector as a whole is vulnerable to human rights issues. The Group recognises that child labour is a risk to our tobacco leaf supply chain. The aforementioned issues could also threaten the next generation of farmers as young people move away from the rural areas to the cities. Impact Restricted availability of tobacco leaf may impact the quality of the Group’s products to a level that may prevent the Group accessing sufficient tobacco leaf that meets volume, quality and the Group’s ESG compliance impacting the Group’s ability to deliver on consumer needs. Accordingly, the reduction of tobacco leaf supply may impact supply and demand of the Group’s products and have a negative impact on results of operations. The Group’s commitment to ESG may result in higher tobacco leaf prices. Higher tobacco leaf prices may also increase the Group’s costs for raw materials and have an adverse effect on its results of operations and financial condition. The Group may also experience reputation damage from failing to manage human rights issues in our leaf supply chain, which may impact availability of suppliers willing to do business with us. Risk: Failure tosuccessfully design, implement and sustain an integratedoperating model. Description The Group aims to improve profitability and productivity through supply chainimprovements andthe implementation ofan integrated operatingmodel and organisational structure, includingstandardisation of processes, centralised back-office services and acommon IT platform. The Group undertakes transformation initiatives periodically which aim to simplify the organisation and facilitate growth. The Group’s efforts to achieve these goals are driven and enabled through use of our TaO (central SAP ERP system) global template – a standardised process used by all BAT entities globally with the use of a central SAP instance common for BAT subsidiaries (excluding Reynolds American Inc.and its subsidiaries). These processes include,among others, core back-officeglobal processes, procurement, warehouse management,accountingand controlling. Impact Failure by the Group to successfully design, implement and sustain the integrated operating model, organisational structure and transformation initiatives could lead to the failure to realise anticipated benefits, increased costs, disruption to operations, decreased trading performance, disgruntled employees, loss of institutional knowledge and reduced market share. These results could in turn reduce profitability and funds available for investment by the Group in long-term growth opportunities. Lack of adherence to the TaO template, as well as template degradation over time, may result in the failure to maintain achieved productivity gains and capture additional productivity gains which may in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Risk: Failure touphold the high standard of ESG management. Description Stakeholderexpectationsof Group’s ESG performance are continually evolving. The Group may failto have the appropriate internal standards, strategic plans and governance, monitoring and reporting mechanisms in place to ensure it can identify emerging issues, meet external expectations and align withrecognised international standards. Impact Failureto uphold high standardsof ESG management orprovide transparent andconsistent reporting could seriously impact Group reputation and reduce investor confidence. In addition, poor performance across any aspect of ESG, such as a failure to address climate change or human rights impacts across the Group’s business and supply chain, could result in increased regulation, difficulty in attracting and retaining talent, criminal or civil prosecution, or decreases in consumer demand for our products. As well as resulting in our failure to deliver ourESG targets. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 323 Risk: Failure to manage the Group’s climate change risk Description The Group is currently exposed to violent weather conditions or other natural disasters in locations across the Group, further climate changes may lead to acute risks such as more frequent and severe weather events or chronic risks such as events relating to longer- term shifts in climate patterns and higher temperatures, which, among other things, could lead to reductions in the supply and quality of tobacco leaf and other supplies and cause other disruptions in our supply chains. The Group will also experience transitional risks associated to low carbon economy. The TCFD was introduced by the Financial Sustainability Board (FSB) forcompanies, investors and other financial stakeholders todisclose climate-related financial risk. As climate change legislation is evolving rapidly, companies are required to adapt quickly to identify, assess, monitor and mitigate climate change related transitional risks, failure to adapt could lead to BAT scoring lower in sustainability benchmarking indices, such as CDP and DJSI. As consumer behaviours and expectations evolve, the Group may fail to adapt its product portfolio and marketing strategy in response tostakeholders’ increasing environmental expectations. Factors such asemerging climate-change, product sustainability and circularity related aspects of the products may result in the potential rejection of the Group’s products as well as reputational risk in relation to business performance and sustainability in comparison to peers. Impact Any disruption to the Group’s supply chain (including agricultural supply chain) and distribution channels could have an adverse effect on the results of operations and financial conditions of the Group through failures to meet shipment demand, contract disputes, increased costs, reduced production capacity and loss of market share. Consumer behaviours andexpectations relatedto environmental issues andthe Group’s sustainability credentials are rapidly starting to influence their purchasing choices which may lead to consumers seeking alternative sustainable products. The inability to timely develop and roll out sustainable innovations or products in line with consumer demand, including any failure to predict changes in consumer and societal behaviour and expectations and to fill gaps in the product portfolio, as well as the risk of poor product quality, could lead to missed opportunities, under- or over-supply,loss of competitive advantage,loss of market share,unrecoverablecosts and/or the erosion of the Group’s consumer base or brand equity. There are also further financial implications from having to fund Extended Producer Responsibility schemes. Lower ESG rating by investors, investor-owned platforms or other commonly used indices (e.g. CDP, DJSI) may impact perceived business resilience,sustainability and share price. Investors arebecoming increasingly interested inthe environmental sustainability oflisted companies and their resilience in overall ESG matters is influencing their investment decisions. Employees are also becoming increasingly aware of the climate change impact and have higher expectations of the effect that the Group has on the environment which has bearings on employee retention and the Group’s attractiveness to future employees. Non-compliance with the TCFD could reduce BAT’s ability to attract investors and result in reputational damage and potentially other sanctions. ![]() BAT Annual Report and Form 20-F 2021 324 #### Business Execution and Supply Chain Risks Continued Risk: Impact of a pandemic on the performance of the Group. Description The Group continues to closely monitor the development and disruption of the present coronavirus (the “COVID-19 pandemic”) and current and further waves seen in some countries across the Group. The consequences of COVID-19 may include significant logistical challenges for staff and their ability to perform their duties, potential loss of lives or significant level of illness in the workforce, inability to deliver revenue stream and market share targets impacting profits and cash flows, disruption to supply chain and third parties unable to deliver contractual goods and services. In addition, some countries in which the Group operates have adopted regulations restricting the ability to manufacture, distribute, market and sell products. Impact The COVID-19 pandemic on the Group’s results of operations and financial condition is uncertain and cannot be predicted as the pandemic evolves. The long-term impacts of the COVID-19 pandemic to the Group’s business will depend on a range of factors which we are not able to accurately predict, including the duration and scope of the pandemic, the geographies impacted, the impact of the pandemic on economic activity and the nature and severity of measures adopted by governments. These factors include, but are not limited to: – Reductions or volatility in consumer demand for one or more of our products due to illness, retail closures, quarantine or other travel restrictions, health consciousness (quitting use of tobacco and nicotine products), government restrictions, the deterioration of socio- economic conditions, economic hardship and customer-downtrading (switching to a cheaper brand), which may impact the Group’s market share. – Disruptions to the Group’s operations, such as its supply chain, or manufacturing or distribution capabilities, which may result in increased costs due to the need for more complex supply chain arrangements, to expand existing facilities or to maintain inefficient facilities, a reduction of the Group’s sales volumes or an increase in bad debts from customers. – Disruption to the Group’s operations resulting from a significant number of the Group’s employees, including employees performing key functions, working remotely for extended periods of time or becoming ill, which may reduce the employees’ efficiency and productivity and cause product development delays, hamper new product innovation and have other adverse effects on the Group’s business. – Significant volatility in financialmarkets(including exchange rate volatility)and measures adopted by governmentsand centralbanks that further restrict liquidity, which may limit the Group’s access to funds, lead to shortages of cash and cash equivalents needed to operate the Group’s business, and impact the Group’s ability to refinance its existing debt. – Regulations restricting the ability to manufacture, distribute, market and sell products, and potentially increasing illicit trade. – Governments seeking to increase revenues through increased corporate taxes and excise in combustible and/or New Category products, increasing the cost and prices of our products – which could reduce volumes and margins, and/or increase illicit trade. All of these factors may have material adverse effects on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 325 #### Legal, Regulatory and Compliance Risks Risk: Exposure to, the enactment of, proposals for, or rumours of regulation that significantly impairs the Group’s ability to communicate,differentiate,marketorlaunchits products and/or the lack of appropriate regulation for New Categories. Description Tobacco control measures are in place in nearly all markets in which we operate and specific regulations for non-tobacco nicotine products and Beyond Nicotine products (including CBD) are gaining momentum. Such restrictions are introduced by legislation, regulations and/or voluntary agreements. Most tobacco and nicotine control measures can be categorised as follows: – Category Bans: including regulations that ban the sale, import, possession, or use of certain product categories, entirely (e.g. New Categories); – Place: including regulations restricting consumption in private and public spaces (e.g. public place smoking or vaping bans, including restaurantsand bars); – Product: including regulations on the use of or testing for ingredients, product design and attributes (e.g. tar/ nicotine / carbon monoxide ceilings) flavoursbans (including menthol);product safety (e.g. reduced cigarette ignition propensity standards);product disclosure (e.g. ingredients and emissions) and environmental impact(e.g. Extended ProducerResponsibility (EPR) requirementsfor cigarette filters); – Packaging and labelling: including regulations on health warnings and other government-mandated messages ; restrictions on the use of certain descriptors and brand names; requirements on pack shape, size, weight and colour; and mandatory plain packaging; – Advertising, promotion and sponsorship: including partial or total bans on advertising , promotions and sponsorship, and online and directengagement communication; – Purchase: including regulations on where the products are sold, such as type of outlet (e.g. supermarkets and vending machines), radius or distance restrictions (e.g. 300 meters from a school), online sales bans, regulation regarding how they are sold and displayed (e.g. above the counter or under the counter) and minimum purchase age and increases thereto; and – Price: including regulations that have implications on prices and margins (e.g. excise taxes, minimum prices and import/export duties). The Group believes that further tobacco control and nicotine regulation is expected over the medium term in many of the Group’s markets. Irresponsible behaviour or marketing practices of competitors (for example where there is a lack of appropriate regulation) or actions contrary to the regulations in certain markets, may cause reputational harm to the industry as a whole and may result in additional regulation or bans. Further, there is pressure on governments from international organisations and agencies, tobacco control NGOs, vanguard regulators andthe private sector(including philanthropists, pharmaceutical and security technology companies and social justice groups) to pursue regulatory policies and implement tobacco or nicotine product-related regulation which is not science or evidence based and is aimed at increasing the complexity and cost burden on the tobacco or nicotine industry, limiting the commercial viability of tobacco and nicotine products or prohibiting the products completely. Regulators may be lacking in understanding of New Categories products and their role in tobacco harm reduction due to their novelty. These factors can lead to a lack of adequate or existing regulatory regimes orclear and appropriateproduct classifications. In addition, the Group may fail to implement the right level of control measures or to maintain adequate standards of compliance with regulatory measures. For example, the Group’s marketing activities may fail to comply with the relevant law and regulations or with the Group’s International Marketing Principles. Insufficient information, instruction and training in the relevant areas and a lack of knowledge of the existence and/or requirements of relevant regulations including tobacco and nicotine as well as other relevant regulations, such as battery regulation, or a failure to monitor, assess and implement the requirements of new or modified regulation, may increase these risks. There may also be negative and disproportionate societal responses to consumer abuse or misuse of tobacco and/or nicotine products (e.g. in New Categories) or to certain categories of products. Traditional Tobacco Products With respect to tobacco and combustible products, many of the measures outlined in the FCTC have been or are in the process of being implemented through national legislation in many markets in which the Group operates, including recommendations for plain packaging and flavour bans (e.g. menthol bans – in effect in the European Union since 20 May 2020). In April 2021, the U.S. Food and Drug Administration (“FDA”)announced that it will issue proposed product standards to ban menthol as a characterising flavour in cigarettes in the U.S.. In December 2021, a regulatory agenda released in the U.S. confirmed the FDA’s plans to publish a Notice of Proposed Rulemaking for a menthol cigarette ban in April 2022. Further, various national or international regulatory regimes may seek to require the reduction of nicotine levels intobacco products. In March 2018, the FDA published its Advanced Notice of Proposed Rulemaking titled “Tobacco Product Standard for Nicotine Level of Combusted Cigarettes” and invited interested parties to submit comments on, among other issues, maximum nicotine limits and whether any maximum nicotine level should apply to combustible tobacco products. In October 2019, the FDA withdrew the Advanced Notice of Proposed Rulemaking without explanation. In the U.S., manufacturers of all tobacco products deemed to be under the authority of the FDA as of 2016 (which includes vapour and Modern Oral products that contain or can be used with tobacco-derived nicotine) must submit information to the FDA seeking formal marketing authorisation ofsuch products. In 2021, New Zealand published its Smokefree 2025 Action Plan, considering the implementation of drastic measures, such as a ban on tobacco sales to those born after a certain date and very low nicotine cigarettes. Finally, the FCTC COP10 and the EU Tobacco Product Directive 2, post-implementation review which is currently ongoing, are likely to result in calls for further regulation for tobacco products. ![]() BAT Annual Report and Form 20-F 2021 326 #### Legal, Regulatory and Compliance Risks Continued Risk:Exposure to, the enactment of, proposals for, or rumours of regulation that significantly impairs the Group’s ability to communicate,differentiate,marketorlaunchits products and/or the lack of appropriate regulation for New Categories. continued . New Categories With respect to New Categories, regulation is still evolving and frameworks for regulation and taxation vary from country to country. Some regulators have applied or are considering applying combustible tobacco products’ restrictive regulatory framework to New Categories. Some jurisdictions have banned or are considering banning certain New Category products altogether. Following reports of individuals experiencing acute respiratory injury in suspected association with vaping certain e-liquids (EVALI) and reports regarding vaping youth usage in the U.S., stricter regulatory views gained momentum and were publicly supported by the World Health Organization (WHO) which continues to call on countries to ban or regulate novel nicotine products as tobacco. The U.S., the EU and Canada are playing a leading role across all identified regulatory risks, including: bans on flavours, sales channel bans, advertising restrictions and nicotine limits, among others. The U.S. is expected to issue additional decisions on the marketing authorisation of BAT and competitor vapour products in the near-term, which could result in further restrictions on our ability to offer flavoured vapour products, including menthol. The FDA granted marketing authorisation for the Vuse Solo device and its tobacco (“original”) flavour in October 2021, but denied authorisation for Vuse Solo flavours other than menthol (which were not on the market). That denial is being appealed with the FDA. The FDA has not issued a decision on the authorisation of the Vuse Solo menthol flavour, which remains on the market pending FDA decision. There can be no assurance that the Vuse Solo menthol authorisation will be granted, or that the other flavours appeal will succeed. Additionally, the continued marketing authorisation of Vuse Solo original flavour is contingent on continued compliance with regulatory requirements ; the marketing authorisation may be suspended or withdrawn if the FDA determines that the continued marketing of the product is no longer appropriate for the protection of the public health. The FDA has not issued marketing authorisations for Vuse Alto and its associated flavours, including menthol, with FDA decisions still pending. Although the Vuse Alto menthol and tobacco flavoured products remain on the market pending FDA decisions there can be no assurance that these authorisations (or the other Vuse Alto flavours) will be granted. Similarly, the Group’s Velo products remain on the market in the U.S., again pending FDA decisions on their marketing authorisations, and there can be no assurance these will be granted. If the FDA denies a marketing authorisation then the relevant product(s) would need to be withdrawn from the market (unless a court intervenes or the FDA). With respect to ModernOral and other New Categories, regulatory frameworkscurrently followdivergent approaches. Incertain markets, where there is an absence of adequate regulation, actions of irresponsible competitors may cause reputational harm to the category and result in outright bans or adverse regulation, as has been the case with Modern Oral in Russia with allegations regarding youth usage. In markets where there is a likelihood of tobacco, pharmaceutical or food regulatory classification, the category can be at risk of severe regulation or total ban. The Group believes that Tobacco Heated Products are likely to be regulated as traditional tobacco products, driven by the decision of WHO’s 7th Conference of Parties to the Framework Convention on Tobacco Control, and Reports from the WHO submitted to the COP9 for Noting, to apply tobacco control regulations to these products including recommendations for plain packaging and flavour bans. BeyondNicotine As the Group also looks to Beyond Nicotine products including CBD (in connection with its investment in Organigram), it may be subject to additional regulation and these products might not be scalable on a global basis given varying degrees of regulation. Please refer to pages 340 to 344 for details of tobacco and nicotine regulatory regimes under which the Group’s businesses operate. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 327 Risk:Exposure to, the enactment of, proposals for, or rumours of regulation that significantly impairs the Group’s ability to communicate,differentiate,marketorlaunchits products and/or the lack of appropriate regulation for New Categories. continued . Impact Existing and future regulatory measures impacting one or more New Categories and/or Beyond Nicotine traditional tobacco products could adversely affect volume, revenue and profits, as a result of: restrictions on the Group’s ability to sell and differentiate its products or brands, leverage price, innovate, make scientific claims, compete in future product categories and make new market entries; regulations (e.g. pharma or food) or total bans of tobacco and/or New Categories products in certain markets; reduced margins due to increased operating costs; impediments to building or maintaining brand equity; and restrictions on the Group’s ability to deliver, market and sell existing or new products responding to consumers’ preferences. In addition, new (and changes to existing) regulation could lead to greater complexity, as well as higher production and compliance costs. As an example, through the acquisition of Reynolds American Inc., the Group acquired the Newport brand, the leading menthol cigarette brand in the U.S., the Group’s largest single market. The sales of Newport, together with the other menthol brands of the Group’s operating subsidiaries, represent a significant portion of the Group’s total net sales. Any action by the FDA or any other governmental authority banning or materially restricting the use of menthol in tobacco products could have a significant negative impact on sales volumes which would, in turn, have an adverse effect on the results of operations and financial position of the Group. Regulations can also have an adverse impact on the Group’s ability to compete within the legitimate tobacco, nicotine or New Categories industry and with illicit traders or legal operators exploiting legal and regulatory loop holes. Regulations could also lead to reduced consumer acceptability of new product specifications, leading to consumers seeking alternatives in illicit markets. Unclear or inadequate regulations can lead to legal uncertainty, impacting the Group’s position in the marketplace. In the specific case of New Categories, our corporate harm reduction ambition, including of revenue of £5 billion by 2025 and 50 million New Categories consumers of non-combustible products by 2030 could be at risk if stricter regulatory views are imposed at a global scale, or if appropriate regulation is lacking or there is a lack of acceptance of tobacco harm reduction as a tobacco control policy (preventing a balanced regulatory framework for New Categories). Any action by the FDA or any government authority restricting the use of New Category products could also have an adverse effect on the operation and financial position of the Group and the possible failure of the Group’s harm reduction objective and loss of confidence in the Group’s ESG performance. As a reflection of the real or perceived impact of stricter regulation in our business, the Group’s share price has also experienced, and could in the future experience, shocks upon the announcement, rumour of or enactment of restrictive regulation. All these effects may have an adverse effect on the Group’s results of operations and financial conditions and cause the Group to fail to deliver on its strategic growth plans. In addition, considering the significant number of regulations that may apply to the Group’s businesses across the world, the Group is and may in the future be subject to claims for breach of such regulations. Government authorities (such as the FDA), organisations or even individuals may allege that our marketing activities do not comply with the relevant law s and regulations, or with our International Marketing Principles. As such, the Group could be subject to liability and costs associated with civil and criminal actions as well as regulatory sanctions, finesand penalties brought in connection with these allegations. Evenwhen proven untrue, thereare oftenfinancial costs and reputational impacts in defending against such claims and allegations (including potential adverse impact on the treatment by the FDA of the Group ‘s PMTAs in the U.S.). Each of these results may in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 328 #### Legal, Regulatory and Compliance Risks Continued Risk: Adverse implications of EU legislation on single-use plastics that will result in on-pack environmental warnings andfinancial implications relating to the Extended Producer Responsibility (EPR). Description The EU adopted a Directive on single-use plastics in July 2019 which, among other products, targets tobacco products with filters containing plastic. The Cellulose Acetate in our filters is defined as a single-use plastic under the Directive and, as such, the Directive will have an impact on the Group’s cigarettes, filters for other tobacco products and consumables for THPs. Under the Directive, the Group will be subject to (and in some cases already is subject to) Extended Producer Responsibility (“EPR”) schemes, requiring the Group to cover the costs of collecting, transporting, treating and cleaning-up of filters containing plastic. The Directive also imposes on tobacco manufacturers the obligation to finance consumer awareness campaigns and to place environmental markings on packs of products with filters containing plastic. Prior to the anticipated implementation deadline for EPR schemes on 5 January 2023, the European Commission is expected to issue guidelines on the criteria for the costs of cleaning up litter in the first half of 2022. In addition, in December 2020 the European Commission adopted and published an Implementing Act harmonising specifications for required product markings with a compliance deadline of July 2021. When transposing the Directive into national law, EU member states could decide to expand the scope of EPR systems under their respective national laws, which may expose the Group to additional regulations and financial obligations. This is the case in France, where EPR implementation has already occurred with an expansion of the scope to include non-plastic filters for RYO products. Although Sweden’s government has abandoned plans to extend its national EPR system to Snus and modern oral pouches, other markets are still at risk of extension, such as in Spain (tobacco manufacturers would be mandated to financially contribute to the cost of cleaning of parts of the general sewage system), the Czech Republic (tobacco manufacturers would be mandated to contribute tothe cost ofmanaging household waste costs), and Poland and Romania(manufacturers’ financial contribution would alsocover paper filters, although they are not plastic items). Proposed regulations are still being discussed in these countries. It is noted that there is a growing level of scrutiny on the use of single-use plastic across the world and a number of other markets in which the Group operates are considering ways to restrict (or ban) the use of filters made of plastic and/or introduce EPR schemes covering other plastic elements in our products beyond filters for traditional products and/or New Categories products. Impact The financial implications of existing and future EPR schemes will increase administrative burdens and operating costs and may have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. If significant space is appropriated on the packaging of some of the Group’s products, this may also be an impediment to maintaining or building brand equity of the Group’s products which may, in turn, have a negative impact on the Group’s sales volume. Risk: Exposure to litigationon tobacco,nicotine, New Categoriesand other issues. Description The Group is involved in litigation related to its tobacco and nicotine products, including legal, regulatory and patent actions, proceedings and claims, brought against it in a number of jurisdictions. Claims brought against the Group may be based on personal injury (both individual claims and class actions), economic loss arising from the treatment of smoking and health-related diseases (such as medical recoupmentclaims brought bylocal governments), patent infringement (please refer to the risk factor under “Product pipeline, commercialisation and Intellectual Property risks, Exposure to risks associated with intellectual property rights, including the failure to identify, protect and prevent infringement of the Group’s intellectual property rights and potential infringement of, or the failure to retain licences to use, third-party intellectual property rights” below), negligence, strict tort liability, design defect, failure to warn, fraud, misrepresentation, deceptive/unfair trade practices, conspiracy, medical monitoring andviolations of antitrust/racketeeringlaws. Certain actions, such as those in the U.S. and Canada, involve claims in the tens or hundreds of billions of pounds sterling. The Group is also involved in proceedings that are not directly related to its tobacco and nicotine products, including proceedings based on environmental pollutionclaims. Additional legal and regulatory actions, proceedings and claims may be brought against the Group in the future. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 329 Risk: Exposure to litigationon tobacco,nicotine, New Categoriesand other issues continued . Impact The Group’s consolidated resultsof operations and financialposition couldbe materially affected by anyunfavourable outcome of certain pending or future litigation. The Group could be exposed to substantial liability, which may take the form of ongoing payments. Whether successful or not, the costs of the Group’s involvement in litigation could materially increase due to costs associated with bringingproceedings anddefending claims, whichmay also cause operational and strategic disruption by diverting managementtime away from business matters. Liabilities and costs in connection with litigation could result in bankruptcy of one or more Group entities, which, in turn, could cause a material reduction in the Group’s sales volume and profits. Any negative publicity resulting from these claims may also adversely affect the Group’s reputation. The occurrence of any of the above effects could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Please refer to note 31 in the Notes on the Accounts for details of contingent liabilities applicable to the Group. Risk: Significant and/or unexpected increases orstructural changes intobacco and nicotine-related taxes. Description Tobacco and nicotine products are subject to high levels of taxation, including excise taxes, sales taxes, import duties and levies in most markets in which the Group operates. In many of these markets, taxes are generally increasing, but the rate of increase varies between markets and between different types of tobacco and nicotine products. Increases in, or the introduction of new, tobacco and nicotine- related taxes may be caused by a number of factors, including fiscal pressures, health policy objectives and increased lobbying pressure from anti-tobacco advocates. With respect to New Categories, although a common framework for regulation and taxation has yet to emerge, the manufacture, sale, packaging and advertising of such products are increasingly being regulated and taxed. Impact Significant or unexpected increases in, or the introduction of new, tobacco-related taxes or minimum retail selling prices, changes in relative tax rates for different tobacco and nicotine products or adjustments to excise have in the past resulted, and may in the future result in, the need for the Group to absorb such tax increases due to limits in its ability to increase prices, an alteration in the sales mix in favour of value-for-money brands or products, or growth in illicit trade, each of which could impact pricing, sales volume and profit for the Group’s products. Significant or unexpected increases of tobacco-related taxes could also impact BAT’s ability to deliver the corporate purpose of harm reduction. Risk: Failure to comply with health and safety and environmental laws. Description The Group is subject to a variety of laws, regulations and operational standards relating to health and safety and the environment. The Group may fail to assess certain risks and implement the right level of control measures or to maintain adequate standards of health and safety or environmental compliance, which could cause injury, ill health , disability or loss of life to employees, contractors or members of the public, or harm to the natural environment and local communities in which the Group operates. As a result of the outcomes of the recent COP26, further future regulation is anticipated as governments look to meet their climate change ambitions. Insufficient information, instruction and training in the relevant areas and a lack of knowledge of the existence and/or requirements of relevant regulations, or a failure to monitor, assess and implement the requirements of new or modified legislation, may increase these risks. Impact Any failure by the Group to comply with applicable health and safety or environmental laws, or the exposure to the consequences of a perceived failure, could result in business disruption, reputational damage, difficulties in recruiting and retaining staff, increased insurance costs, consequential losses, the obligation to install or upgrade costly pollution control equipment, loss of value of the Group’s assets, remedial costs and damages, fines and penalties as well as civil or criminal liability. Each of these results could in turn adversely impact the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 330 #### Legal, Regulatory and Compliance Risks Continued Risk: Exposure to unfavourable tax rulings. Description The Group is subject to tax laws in a variety of jurisdictions. The Group‘s interpretation and application of the tax laws could differ from those of the relevant tax authority, which may subject the Group to claims for breach of such laws, including for late or incorrect filings or for misinterpretation of rules. Tax authorities in a variety of jurisdictions, such as the Netherlands and Russia, have assessed, and may in the future assess, the Group for historical tax claims, including interest and penalties, arising from disputed areas of tax law. The Group is currently party to tax disputes in a number of jurisdictions, some of which involve claims for amounts in the hundreds of millions of pounds sterling. Please refer to note 31 in the Notes on the Accounts for details of contingent liabilities applicable to the Group. Impact The Group’s failure to comply with the relevant tax authority’s interpretation and application of the tax laws could result in significant financial and legal penalties, including the payment of additional taxes, fines and interest in the event of an unfavourable ruling by a tax authority in a disputed area, as well as the payment of dispute costs. Disruption to the business could occur as a result of management’s time being diverted away from business matters. Each of these results could negatively affect the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Risk: Unexpected legislative changes to corporate income tax laws. Description The Group is subject to corporate income tax laws in the jurisdictions in which it operates. These laws frequently change on a prospective or retroactive basis. Impact Legislative changes to corporate income tax laws and regulations may have an adverse impact on the Group’s corporate income tax liabilities and may lead to a material increase of the Group’s overall tax rate. This could, in turn, negatively affect the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Risk: Exposure to potential liability under competition or antitrust laws. Description According to the Group’s internal estimates, the Group is a market leader by volume and/or value in certain categories in a number of countries in which it operates and/or is one of a small number of tobacco and /or New Categories companies in certain other markets in which it operates. The Group has had antitrust infringement decisions against it in the past and is subject to ongoing investigations (please refer to note 31 in the Notes on the Accounts for details of contingent liabilities applicable to the Group). The Group may fail to comply with competition or antitrust laws and may be subject to investigation and/or litigation for alleged abuse of its position in markets in whichit has significant marketshare orfor alleged collusion/anti-competitive arrangementswith other market participants. Competition / antitrust laws continue to evolve globally with increasingly aggressive enforcement. Impact Failure by the Group to comply with competition or antitrust laws and investigations (and/or litigation) for violation of such laws may result in significant legal liability, fines, penalties and/or damages actions; criminal sanctions against the Group, its officers and employees; increased costs, prohibitions on conduct of the Group’s business; forced changes in business practices, forced divestment of brands and businesses (or parts of businesses) to competitors or other buyers; director disqualifications; commercial agreements being held void; and operational and strategic disruption (including by diverting management time away from business matters). The Group may face increased public scrutiny and the investigation or imposition of sanctions by antitrust regulation agencies and/or courts for violations of competition regimes which may subject the Group to reputational damage and loss of goodwill, including negative perceptions of the Group’s governance and ourESG credentials. The occurrence of any of the above effects could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 331 Risk: Failure toestablish and maintainadequate controls and procedures to complywith applicable securities, corporate governance and compliance regulations. Description The Group’s operations are subject to a range of rules and regulations around the world. These include U.S. securities, corporate governance and compliance laws and regulations such as the Sarbanes-Oxley Act of 2002 and the U.S. Foreign Corrupt Practices Act of 1977, which applies to the Group’s worldwide activities. While the Group continuously seeks to improve its systems of internal controls and to remedy any weaknesses identified, there can be no assurance that the policies and procedures will be followed at all times or effectively detect and prevent violations of applicable laws. In addition, the Group is subject to increasingly stringent reporting obligations under UK corporate reporting regulations. Impact The increased scope and complexity of applicable regulations to which the Group is subject may lead to higher costs for compliance. Failure to comply with laws and regulations may result in significant legal liability, fines, penalties, and/or damages actions, criminal sanctions against the Group, its officers and employees, and damage to the Group’s reputation. Non-compliance with such regulations could also lead to a loss of the Group’s listing on one or more stock exchanges or a loss of investor confidence with a subsequent reduction in shareprice. Risk: Loss of confidential information, includingthrough manipulation of data by employees and systemfailure. Description Unintended or inappropriate behaviour by employees, contractors, service providers andothers usingor managing the Group’s confidential information especially given the increased use of third parties (including sensitive or confidential information of third parties) or personal data (including sensitive consumer personal data) may affect the Group’s communications and operations which may result in the unauthorised disclosure of such information. Increased remote working has and may increase this risk. In addition, flaws in our IT systems and/or those of our suppliers, a lack of infrastructure or application resilience, slow or insufficient disaster recovery service levels or the installation of new systems may increase the possibility that data, including confidential, personal or other sensitive information, stored or communicated by IT systems may be corrupted, lost or disclosed. There may be malicious ‘bad actor’ activity (e.g. cyberattack) or ‘insider threat’ (e.g. activists or disgruntled employees). Impact The loss of confidential information may result in civil or criminal legal liability and prosecution by enforcement bodies and/or claims from third parties, which may subject the Group to the imposition of material fines, damages and/or penalties and the costs associated with defending these claims. It could also lead to a competitive disadvantage through the loss of trade secrets. There could also be potential exposure from extortion attempts and costs from business continuity situations. Inappropriate disclosure of confidential information or violation of the GDPR or other privacy laws (please refer to the risk factor under “Loss or misuse of personal data through a failure to comply with the European General Data Protection Regulation, the UK Data Protection Act 2018, e-Privacy Laws and other privacy legislation governing the processing of personal data” below) may also result in significant reputational harm and public scrutiny which could create negative perceptions of the Group’s governance and our ESG credentials, a loss of investor confidence (including a possible share price impact) and reduced third-party reliance on the Group’s information technologysystems or other data handling practices. In addition, restorationand remediation of disclosed confidential information or personal data may be costly, difficult or even impossible. The occurrence of any of the above effects could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 332 #### Legal, Regulatory and Compliance Risks Continued Risk: Failure tocomply with product regulationsdue to uncertainty surrounding the properinterpretationand application of those regulations. Description The interpretation and application of regulations concerning the Group’s products, such as the Tobacco and Related Products Directive (TPD2), may be subject to debate and uncertainty. This includes uncertainty over product classifications and restrictions on advertising. In particular with respect to the developing category of New Categories, which has grown in size and complexity in a relatively short period of time, aconsensus framework for the interpretation and application of existing regulation, such as the rules concerning nicotine- containing liquids used in vapour products, has yet to emerge. The continuously changing and evolving landscape of regulation concerning the Group’s products contributes to the uncertainty surrounding interpretation and application and creates a risk that the Group may misinterpret or fail to comply with developing regulations in the various jurisdictions in which it operates, or becomes subject to enforcement actions from regulators. With the continuous changing of product cycle plans and expansion to new markets and innovations, there is a risk that such changes and launches fail to comply withthe relevant regulations, includingpre-approval and/or pre-registration requirements. Forexample, somegovernmentshave intentionally banned or are seeking to ban novel tobacco products and products containing nicotine, while others would need to amend their existing legislation to permit their sale. Even in countries where the sale of such products is currently permitted, some governments have adopted, or are seeking to adopt, bans on New Categories or restrictions on certain flavours. Impact The significant number of emerging regulations and the uncertainty surrounding their interpretation and application may subject the Group to claims for breach of such regulations. Financial costs of such enforcement actions include financial penalties, product recalls and litigation costs, and entail a significant risk of adverse publicity and damage to the Group’s reputation and goodwill. Risk: Failure touphold high standards of corporatebehaviour, including through unintendedor malicious breach of anti-bribery and anti-corruption and other anti-financial crimelaws. Description The Group is subject to various anti-corruption laws and regulations and other anti-financial crime laws including but not limited to failure to prevent facilitation of tax evasion, money laundering and terrorist financing (Anti-Corruption Laws). All employees of BAT, its subsidiaries and joint ventures which it controls are expected to uphold a high standard of corporate behaviour and comply with the Group Standards of Business Conduct (SoBC) which includes a requirement to comply with Anti-Corruption Laws. Employees, associates, suppliers, distributors and agents are prohibited from engaging in improper conduct to obtain or retain business or to improperly influence (directly or indirectly) a person working in an official capacity to decide in the Group’s favour. The Group’s employees, contractors and service providers may fail to comply with our SoBC and/or may violate applicable Anti-Corruption Laws. From time-to-time, the Group investigates, and becomes aware of governmental authorities’ investigations into, and allegations of misconduct against Group companies. The Group cooperates with the authorities’ investigations, where appropriate, including with the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions. Potential fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not possible to identify the timescale in which these matters might be resolved. Please refer to note 31 in the Notes on the Accounts for details of contingent liabilities applicable to the Group. Impact Failure of the Group to comply with Anti-Corruption Laws or to deploy and maintain robust internal policies, procedures and controls could result in significant fines and penalties (reducing the Group’s ability to reinvest in the future), a share price impact, criminal and/ or civil sanctions against the Group and its officers and employees, increased costs, prohibitions or other limitations or requirements (e.g. compliance requirements) on the conduct of the Group’s business and reputational harm (including negative perceptions of the Group’s governance and our ESG credentials), it may subject the Group to claims for breach of such regulations and it could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Even whenprovenuntrue,thereare often financialcosts, time demands andreputational impacts associatedwith investigatingand defending against such claims. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 333 Risk: Imposition of sanctions under sanctions regimes or similar international, regional ornational measures. Description National, international and supra-national sanctions regimes or similar international, regional or national measures are complex and dynamic and may affect territories in which the Group operates or third parties with which it may have commercial relationships. There may be unintended ormalicious breaches of sanctions dueto inappropriate or negligent behaviourby BAT employees, contractors, customers, suppliers orservice providers. In particular, the Group has operations in a number of territories that are subject to various sanctions, including Cuba and Belarus. Operations in these territories expose the Group to the risk of significant financial costs and disruption in operations that may be difficult or impossible to predict or avoid or the activities could become commercially and/or operationally unviable. Sanctions can be imposed quickly (as happened recently in Belarus) with the possibility of further territories the Group operates in becoming subject to sanctions at short notice. National, international and supra-national sanctions regimes may also affect third parties with which the Group has commercial relationships (including possible risk aversion to being associated with a sanctioned territory) and could lead to supply and payment chain disruptions. From time-to-time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct against Group companies. The Group cooperates with the authorities’ investigations, where appropriate, including with the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions. Potential fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not possible to identify the timescale in which these matters might be resolved. Please refer to note 31 in the Notes on the Accounts for details of contingent liabilities applicable to the Group. Impact As a result of the limitations imposed by sanctions, it may become commercially and/or operationally unviable for the Group and/or its critical business partners to operate in certain territories or execute transactions related to them and the Group may be required to exit existing operations in such territories. The Group may also experience difficulty in sourcing materials or importing products, repatriating currency from a sanctioned country and finding financial institutions willing to transact with it, any of which may expose the Group to increased costs. In addition, the costs of complying with sanctions may increase as a result of new, or changes to existing, sanctionsregimes. Any failure to comply with sanctions regimes or similar international, regional, or national or supra-national measures may result in significant legal liability, fines (reducing the Group’s ability to reinvest in the future) and/or penalties, criminal and/or civil sanctions against the Group,its officersand employees, damage to commercialor banking relationships andreputational harm. Reputational harm (including negative perceptions of the Group’s governance and our ESG credentials) may result regardless of whether the Group complies withimposed sanctions.. The occurrence of any of the above effects could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 334 #### Legal, Regulatory and Compliance Risks Continued Risk: Loss or misuse of personal data through a failure to comply with the European General Data Protection Regulation, the UK Data Protection Act 2018, e-Privacy Laws and other privacy legislation governing the processing of personal data. Description Personal data is a subset of data (which is likely to be confidential) which attracts different risks and treatment under applicable law. Breaches of data privacy laws include misuse of information which may not be confidential in nature. These include, for example, unsolicited marketing calls to a publicly available number, or using an individual’s personal data in a way which was not authorised or in a way that the individual did not reasonably expect through technologies such as online tracking or monitoring. Various privacy laws, including the European General Data Protection Regulation (“GDPR”), UK Data Protection Act 2018 (“UKDPA”) and e-Privacy Directive (“e-Privacy Laws”) / EU Regulatory guidances, govern the way in which organisations (comprising employees, contractors, service providers and other authorised persons)handle individuals’ personal dataincluding how such organisations, including the Group, track or monitor their online behaviour. Unintended or malicious breaches of data privacy laws may occur through inappropriateor negligentbehaviour byBAT employees, contractors, service providers or others. In particular: – in the event of: – an unauthorised disclosure of personal data as a result of a bad actor (e.g. cyberattack); or – flaws in our IT systems, or application resilience, slow or insufficient disaster recovery service levels or the installation failure of a new system (which result in personal data stored or communicated by IT systems being corrupted, lost or disclosed). – Depending on the risk to the individuals concerned, such personal data breaches (including mass personal data unavailability) must be reported to the local data protection supervisory authority which could subject Group companies to not only regulatory scrutiny but also individual claims or even class action suits; and – ePrivacy Laws state that any misuse of consumer personal data or lack of transparency provided to consumers on how we use their data or track their online behaviours are subject to regulatory scrutiny. Legal requirements relating to the collection, storage, handling, and transfer of personal data continue to evolve. Following the entry into force of the GDPR in May 2018, other jurisdictions in which the Group operates have enacted similar local legislation such as the California Consumer Privacy Act U.S. and the “LGPD” in Brazil which further increases the risks surrounding the processing of personal data especially in the consumer space. As part of the Group’s digital transformation initiative, it has an enhanced focus on consumer data, especially regarding New Categories, which increases these risks. Impact Failure to comply with existing or future e-Privacy Laws and privacy legislation governing the processing of personal data may adversely impact the Group’s results of operations and financial condition. Loss or misuse of personal data may result in civil or criminal legal liability and prosecution by enforcement bodies, which may subject the Group to the imposition of material fines (currently up to 4% of Group worldwide turnover in the context of GDPR) and/or penalties and/ or claims and costs associated with defending these claims (which could include class action suits brought by consumers). The Group’s officers and employees may also be subject to personal criminal sanctions. Reputational damage could also potentially cause significant harm to the Group, including negative perceptions of the Group’s governanceand our ESG credentials. Relevant data protection supervisory authority could also order certain Group legal entities to cease processing activities, which could result in a significant operational disruption. Regulatory interest may also prompt interest from other compliance authorities/ governments, leading to further regulation or proceedings. The occurrence of any of the above effects could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Risk: Failure touphold NewCategories marketing practices. Description The regulatory landscape is constantly evolving with marketing practices being different in key New Categories markets. The Group’s marketing activities may be alleged to be non-compliant laws and regulations, or with the International Marketing Principles (“IMPs”) on the marketing and sale of tobacco products to consumers such as age verification measures with allegations of this in the media. On- line activities can also be wrongly considered to be aimed at consumers in a country where such activities are not permitted. Impact The Group is and may in the future be subject to claims for breach of marketing practices. In particular, national authorities (such as the FDA), organisations or even individuals may allege that our marketing activities do not comply with the relevant laws and regulations, or with our IMPs. As such, the Group could be subject to liability and costs as well as regulatory sanctions, fines and penalties brought in connection with these allegations. Even whenprovenuntrue,thereare often financialcosts and reputational impacts in defendingagainst such claims and allegations. Future breaches may lead to a loss of investor confidence in ESG performance and inability to meet our responsible marketing focus area if our IMPs are not followed, impacting our corporate purpose of delivering harm reduction. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 335 #### Economic and Financial Risks Risk: Foreign exchange rate exposures. Description The Group’s reporting currency is the pound sterling. The Group is exposed to the risk of fluctuations in exchange rates affecting the translation of net assets and earned profits of overseas subsidiaries into the Group’s reporting currency. These translational exposures are notnormally hedged. Exposures also arisefrom theforeigncurrencydenominatedtrading transactionsundertaken bysubsidiaries and dividend flows. Where not offset by opposing flows, these exposures are generally hedged according to internal policies, but hedging of exposure to certain currencies might not be possible due to exchange controls, limited currency availability or prohibitive costs, and errors in hedging may occur. Fiscal policy divergence in relation to interest rates between key markets may also increase these risks. Impact During periods of exchange rate volatility, the impact of exchange rates on the Group’s results of operations and financial condition can be significant. Fluctuations in exchange rates of key currencies against the pound sterling may result in volatility in the Group’s reported earnings per share, cash flow and balance sheet. Furthermore, the dividend paid by the Group may be impacted if the payout ratio is not adjusted. Differences in translation between earnings and net debt may also affect key ratios used by credit rating agencies, which may have an adverse effect on the Group’s credit ratings. In addition, volatility and/or increased costs in the Group’s business due to transactional foreign exchange rate exposures may adversely affect operating margins and profitability and attempts to increase prices to offset such increases could adversely impact sales volumes. Risk: Inability to obtain price increases and exposure to risks from excessive price increases and value chainerosion. Description Annual price increases by the Group are among the key drivers in increasing market profitability. However, the Group has in the past been, and may in the future be, unable to obtain such price increases as a result of increased regulation; increased competition from illicit trade; stretched consumer affordability arising from deteriorating political and economic conditions and rising prices; sharp increases or changes in excise structures; and competitors’ pricing. As the New Category market continues to develop, the Group may face erosion in the value chain for New Categories through lower market prices, excise taxes, high retail trade margins or high production costs that make New Categories less competitive versus combustible tobacco products. As an example, excise on Tobacco Heated Products in Japan is increasing and will align closer to FMC following a five year (2018-2022) phased excise plan. In addition, the Group faces the risk that price increases it has conducted in the past, and may conduct in the future, may be excessive and not find adequate adult tobacco consumer acceptance. Impact If the Group is unable to obtain price increases or is adversely affected by impacts of excessive price increases, it may be unable to achieve its strategic growth metrics, have fewer funds to invest in growth opportunities, and, in the case of excessive price increases, be faced with quicker reductions in sales volumes than anticipated due to accelerated market decline, down-trading (switching to a cheaper brand) and increased illicit trade. These in turn impact the Group’s market share, results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. In addition, erosion in the value chain for New Categories could have a negative impact on the Group’s sales volume or pricing for these products. High excise could dampen demand for New Categories or result in lower profit margins. Lower market prices, high retail trade margins or increases in production costs could also negatively impact profit margins or lead to uncompetitive pricing. ![]() BAT Annual Report and Form 20-F 2021 336 #### Economic and Financial Risks Continued Risk: Effects of decliningconsumption of legitimate tobaccoproducts and a toughcompetitive environment. Description Evidence of market contraction and the growth of illicit trade of tobacco products is apparent in several key global markets in which the Group operates. This decline is due to multiple factors, including increases in excise taxes leading to continuous above-inflation price rises, changes in the regulatory environment, the continuing difficult economic environment in many countries impacting consumers’ disposable incomes, the increase in the trade of illicit tobacco products, rising health concerns, a decline in the social acceptability of smoking and an increase in New Category uptake. The Group competes based on the strength of its strategic brand portfolio, product quality and taste, brand recognition, brand loyalty, taste, innovation, packaging, service, marketing, advertising and price. The Group is subject to highly competitive environments in all aspects of its business, and its competitive position can be significantly influenced by the prevailing economic climate, consumers’ disposable income, regulation,competitors’introduction of lower-priceor innovative products, higher tobacco product taxes, higher absolute prices, governmentalaction to increase minimumwages, employment costs, interest rates and increase in rawmaterialcosts. Furthermore, the Group is subject to substantial payment obligations under the State Settlement Agreements, which adversely affect the ability of the Group to compete in the U.S. with manufacturers of deep-discount cigarettes that are not subject to such substantial obligations. Impact Any future decline in the demand for legitimate tobacco products could have an adverse effect on the Group’s results of operations and financial conditions and cause the Group to fail to deliver on its strategic growth plans. In a tough competitive environment, factors such as market size reduction, customer down-trading, illicit trade and competitors aggressively taking market sharethroughprice re-positioningor pricewars generally reducethe overall profit pool of the market and may impact delivery of the Group’s profits. This may also lead to a decline in sales volume, loss of market share, impact delivery of the Group’s ESG agenda, erosion of its portfolio mix and reduction of funds available for investment in growth opportunities. Risk: Funding, liquidity and interest rate risks. Description The Group cannot be certain that it will have access to bank financing or to the debt and equity capital markets at all times and is therefore subject to funding and liquidity risks. In addition, the Group’s access to funding may be affected by restrictive covenants to which it is subject under some of its credit facilities. Furthermore, broader ESG trends may impact the Group’s access to funding. The Group is also exposed to increases in interest rates in connection with both existing floating rate debt and future debt refinancings. The current economic environment, with historically low interest rates, increases the likelihood of higher interest rates in the future. The phaseout ofLIBOR and uncertainty regarding the appropriate benchmarkreplacementsimilarly increases uncertainty with respect to the interest rates applicable to the Group’s floating rate debt. Furthermore,the Group operates in several markets closely regulated by governmental bodies that intervene in foreign exchange markets by imposing limitations on the ability to transfer local currency into foreign currency and introducing other currency controls that expose cash balances to devaluation risks or that increase costs to obtain hard currency. As a result, the Group’s operational entities in these markets may be restricted from using end-market cash resources to pay for imported goods, dividend remittances, interest payments and royalties. The inability to access end-market cash resources in certain markets contributes to the Group’s funding and liquidity risks. Impact Adverse developments in the Group’s funding, liquidity and interest rate environment may lead to shortages of cash and cash equivalents needed to operate the Group’s business and to refinance its existing debt. Inability to fund the business under the Group’s current capital structure, failure to access funding and foreign exchange or increases in interest rates may also have an adverse effect on the Group’s credit rating, which would in turn result in further increased funding costs and may require the Group to issue equity or seek new sources ofcapital. Non-compliancewith theGroup’s covenantsunder certain creditfacilitiescould lead to an acceleration ofits debt. The phaseout of LIBOR may result in the Group being subject to higher or uncertain interest rates with respect to future floating rate debt. All these factors may have material adverse effects on the Group’s results of operations and financial conditions and cause the Group to fail to deliver on its strategic growth plans. These conditions could also lead to underperforming bond prices and increased yields. In the case of funding or liquidity constraints, the Group may also suffer reputational damage due to its perceived failure to manage the financial risk profile ofits business, which may result in anerosionof shareholder valuereflected inan underperforming share price,and/ or underperforming bond prices and higher yields. In addition, the Group’s ability to finance strategic opportunities or respond to threats may beimpacted by limited access to funds. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 337 Risk: Failure toachieve growth through mergers, acquisitions andjoint ventures. Description The Group’s growth strategy includes a combination of organic growth as well as mergers, acquisitions and joint ventures. The Group may be unable to acquire attractivebusinesses onfavourable terms and mayinappropriately value orotherwise fail toidentify or capitalise on growth opportunities. The Group may not be able to deliver strategic objectives and revenue improvements from business combinations, successfully integrate businesses it acquires or establishes, or obtain appropriate regulatory approvals for business combinations. Risks from integration of businesses also include the risk that the integration may divert the Group’s focus and resources from its other strategicgoals. Additionally, the Group couldbe exposed to financial, legal orreputational risksif it fails to appropriately consider any compliance,antitrust or ESG aspects of a transaction. Further, the Group has certain uncapped indemnification obligations in connection with divestitures and could incur similar obligations in the future. Impact Any of the foregoing risks could result in increased costs, decreased revenues or a loss of opportunities and have an adverse effect on the Group’s results of operations and financial condition, and in the case of a breach of compliance or antitrust regulation, could lead to reputational damage, fines and potentially criminalsanctions. The Group may become liable for claims arising in respect of conduct prior to any merger or acquisition of businesses if deemed to be a successor to the liabilities of the acquired company or indemnification claims relating to divestitures, and any resulting adverse judgment against the Group may adversely affect its results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Please refer to note 31 in the Notes on the Accounts for details of contingent liabilities applicable to the Group. Risk: Unforeseen underperformance in key global markets. Description A substantial majority of the Group’s profit from operations is based on its operations in certain key markets, including the US. A number of these markets are declining for a variety of factors, including price increases, restrictions on advertising and promotions, smoking prevention campaigns, increased pressure from anti-tobacco groups, migration to smokeless products and private businesses adopting policies that prohibit or restrict, or are intended to discourage, smoking and tobacco use. Economic and political factors affecting the Group’s key markets include the prevailing economic climate, governmental austerity measures, levels of employment, inflation, governmental action to increase minimum wages, employment costs, interest rates, raw materialcosts, consumer confidence and consumerpricing. Impact Any change to the economic and political factors in any of the key markets in which the Group operates could affect consumer behaviour and have an impact on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. Risk: Increases in net liabilities under the Group’s retirement benefit schemes. Description The Group currently maintains and contributes todefined benefit pension plans and other post-retirement benefit plans that cover various categories of employees and retirees worldwide. The Group’s obligations to make contributions under these arrangements may increase in the case of increases in pension liabilities, decreases in asset returns, salary increases, inflation, decreases in long-term interest rates, increases in life expectancies, changes in population trends and other actuarial assumptions. Please refer to the information under the caption ‘Retirement benefit schemes’ on page 215 and to note 15 in the Notes on the Accounts for details of the Group’s retirement benefit schemes. Impact Higher contributions to the Group’s retirement benefit schemes could have an adverse impact on the Group’s results of operations, financial condition and ability to raise funds and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 338 #### Product Pipeline, Commercialisation and Intellectual Property Risks Risk: Inability to predict consumers’ changing behaviours and launch innovative products that offer adult tobacco and nicotine consumers meaningful value-added differentiation. Description The Group focuses its research and development activities on both creating new products, including New Category and Beyond Nicotine products, whilst maintaining and improving the quality of its existing products. In a competitive market, the Group believes that innovation is key to growth. The Group considers that one of its key challenges in the medium and long term is to provide adult tobacco and nicotine consumers with high-quality products that take into account their changing preferences and expectations, including those in relation to ESG,whilecomplyingwithevolvingregulation. The Group continues to develop and roll-out its New Category portfolio which requires significant investment. The Group may be unsuccessful in developing and launching innovative products or maintaining and improving the quality of existing products across Combustibles, New Categories and Beyond Nicotine that offer consumers meaningful value-added differentiation. The Group may fail to keep pace with innovation in its sector or changes in consumer expectations and is also exposed to the risk of an inability to build a strong enough brand equity through socialmedia and other technologicaltools to compete with its competitors. Thereare potentialbans and restrictions in key markets when using social media to advertise and communicate. Competitors may be more successful in predicting changing consumer behaviour, developing and rolling out consumer-relevant products and may be able to do so more quickly and at alower cost. In addition, the Group devotes considerable resources to the research and development of innovative products that may have the potential to reduce the risks of smoking-related diseases. The complex nature of research and development programmes necessary to satisfy emerging regulatory and scientific requirements creates a substantial risk that these programmes will fail to demonstrate health-related claims regarding New Categories and Beyond Nicotine or to achieve adult tobacco consumer, regulatory and scientificacceptance. Furthermore, the regulatory environment impacting non-combustible tobacco products, vapour products and other non-tobacco nicotine products and Beyond Nicotine, including classification of products for regulatory and excise purposes, is still developing and it cannot be predicted whether regulations will permit the marketing of such products in any given market in the future. Categorisation as medicines, for example, and restrictions on advertising could stifle innovation, increase complexity and costs and significantly undermine the commercialviability of these products. Alternatively, categorisation of any New Categories, as tobacco products for instance, could result in the application of onerous regulation, which couldfurther stifle uptake. Impact The inability to timely develop and roll out innovations or products in line with consumer demand, including any failure to predict changes in adult tobacco consumer and societal behaviour and expectations and to fill gaps in the product portfolio, as well as the risk of poor product quality,could lead to missed opportunities, under- or over-supply, loss of competitiveadvantage, unrecoverable costs and/orthe erosion of the Group’s consumer base or brand equity. Restrictions on packaging and labelling or on promotion and advertising could impact the Group’s ability to communicate its innovations and product differences to adult tobacco consumers, leading to unsuccessful product launches. An inability to provide robust scientific results sufficient to substantiate health-related product claims poses a significant threat to the ability to launch innovative products and comply with emerging regulatory and legal regimes. The occurrence of any of the above effects could in turn have an adverse effect on the Group’s results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. In addition, there may be loss of investors’ confidence in ESG performance, including failure to deliver our corporate purpose of harm reduction. #### Group Risk Factors #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 339 Risk: Exposure to risks associated with intellectual property rights, includingthe failure to identify, protect andprevent infringement of the Group’s intellectual property rights and potential infringement of, or the failure to retain licences to use, third-party intellectual property rights. Description The Group relies on trademarks, patents, registered designs, copyrights, domain names and trade secrets. The brand names under which the Group’s products are sold are key assets of its business. The protection and maintenance of these brand names and of the reputation of these brands is important to the Group’s success. Protection of intellectual property rights is also important in connection with the Group’s innovative products, including New Categories. The Group is exposed to the risk of infringements of its intellectual property rights by third parties due to limitations in judicial protection, failure to identify, protect and register its innovations and/or inadequate enforceability of these rights in some markets in which the Groupoperates. The Group currently is involved in various patent infringement litigation proceedings in several countries related to the Group’s New Category inventions and products. This litigation involves both claims by the Group that competitors are infringing the Group’s patents and claims by competitors that the Group is infringing competitors’ patents. Please refer to note 31 in the Notes on the Accounts for details of contingent liabilities relating to patent litigation applicable to the Group. Some brands and trademarks under which the Group’s products are sold are licensed for a fixed period of time in certain markets. If any of these licences are terminated or not renewed after the end of the applicable term, the Group would no longer have the right to use, and to sell productsunder, those brand(s) and trademark(s). In addition, as third party rights are not always identifiable, the Group may be subject to claims for infringement of third party intellectual property rights. Impact Any erosion in the value of the Group’s brands or innovations, or failure to obtain or maintain adequate protection of intellectual property rights for any reason, or the loss of brands, trademarks or other intellectual property rights under licence to Group companies, may have a material adverse effect on the Group‘s market share,results ofoperations andfinancial condition. Any inability to appropriately protect the Group’s products and key innovations will also limit its growth and affect competitiveness and return on innovation investment. Any infringement of third-party intellectual property rights could result in interim or final injunctions, product recalls, legal liability and the payment of damages, any of which may disrupt operations, negatively impact the Group’s reputation and have an adverse effect on its results of operations and financial condition and cause the Group to fail to deliver on its strategic growth plans. ![]() BAT Annual Report and Form 20-F 2021 340 #### Regulation of the Group’s Business #### Overview The Group’s businesses operate under increasingly stringent regulatory regimes worldwide. The tobacco industry is one of the most highly regulated in the world, with manufacturers required to comply with a variety of different regulatory regimes across the globe. The Group continues to respond to these regimes and engages with governments and other regulatory bodies to find solutions to changing regulatory landscapes. Restrictions on the manufacture, sale, marketing and packaging of tobacco and non-tobacco nicotine products are in place in nearly all countries and markets. Regulation can typically be categorised as follows: Place: including regulations restricting smoking in private, public and workplaces (e.g. public placesmoking bans); Product : including regulations on the use of ingredients, product design and attributes (e.g. ceilings regarding tar, nicotine and carbon monoxide yields, as well as restrictions on flavours); product safety regulations (e.g. the EU’s General Product Safety Directive (2001/95/EC), electrical safety regulations and reduced ignition propensity standards forcigarettes);regulatory product disclosure requirements (e.g. in relation to ingredients and emissions); and bans of entire product categories (e.g. bans on the manufacture, import, export, sale, and advertisement of novel tobacco products or non-tobacco nicotine products); Packaging and labelling: including regulations on health warnings and other government-mandated messages (e.g.in respect of content, positioning, size and rotation); restrictions on the use of certain descriptors and brand names; requirements on pack shape, size, weight and colour and mandatory plain packaging; Sponsorship, promotion andadvertising: including partialor total bans on tobacco and/or non-tobacco nicotine product advertising, marketing, promotions and sponsorship and restrictions on brand sharing and stretching (the latter refers to the creation of an association between a tobacco product and a non-tobacco product by the use of tobacco branding on the non-tobacco product); Purchase: including regulations on the manner in which tobacco products and non-tobacco nicotine products are sold, such as type of outlet (e.g. supermarkets and vending machines) and how they are sold (e.g. above-the-counter versus beneath-the-counter); Price: including regulations which have implications for the prices that manufacturers can charge for their tobacco products and non-tobacco nicotine products (e.g. excise taxes and minimum prices); and Responsibility: including regulations introducing Extended Producer Responsibility schemes on cigarette manufacturers to cover the cost to clean up cigarette waste (see Single Use Plastics Directive (EU) 2019/904). In addition, the Group operates a number of global policies, and in some cases its businesses have also entered into voluntary agreements, which may impose more onerous obligations or standards thanthose imposed bylocal legislation. #### World Health Organization Framework Convention #### onTobacco Control Much of the recent development in regulation at a global level has been driven by the World Health Organization Framework Convention on Tobacco Control (FCTC). The FCTC came into force in 2005 and contains provisions aimed at, among other things, reducing tobacco consumption and toxicity. The original treaty is supplemented by protocols and guidelines. While the guidelines are not legally binding, they provide a framework of recommendations for parties to the guidelines. To date, the FCTC has been ratified by 182 countries, not including the U.S.. The FCTC has led to increased efforts by tobacco-control advocates and public health organisations to reduce the supply of, and demand for, tobaccoproducts, and to encourage governments to further regulate the tobacco industry. As national regulations increasingly reflect global influences, the scope of areas regulated will likely further expand. The guidelines on advertising, promotion and sponsorship, for example, seek to broaden the definition of tobacco advertising to include product display, the use of vending machines as well as the design of the pack itself. Where adopted by contracting parties, a number of the measures referred to in the guidelines may result in either additional costs for the tobacco industry or restrictions on a manufacturer’s ability to differentiate its products and communicate those differences to adult smokers. The World Health Organization and other public health organisations have recently focused their efforts on attempting to widen the scope of the FCTC to include Reduced Risk Products (RRPs), mostly indirectly by adopting decisions and working groups concerning these products. Given that these organisations are reluctant to acknowledge the harm reduction properties of RRPs, this approach risks to result in a further push for stricter regulations of RRPs or the application of existing tobacco regulations to RRPs. All engagement efforts of the tobacco industry are being closely monitored by these organisations and often (incorrectly) labelled as unlawful industry interference. In turn, this has an impact on the willingness of Parties to engage with the industry, which limits the opportunity of the industry to mitigate these risks. The biannual session of the Conference of the Parties to the FCTC took place in November (COP9). Due to the virtual nature of the meetings most substantive discussions have however been postponed to COP10, which will take place in 2023 in Panama. #### EU Tobacco and Related Products Directive (2014/40/EU) Other developments in regulation have been driven by tobacco control activitiesundertaken outside the FCTCprocess. For example, the EU Tobacco Products Directive (2001/37/EC), referred to as TPD1, was adopted by the EU in May 2001 for transposition intoEU memberstates’ lawsby September 2002. TPD1 included provisions that set maximum tar, nicotine and carbon monoxideyields, introduced largerhealth warningsand banned descriptors such as ‘light’ and ‘mild’. A revised TPD1, the EU Tobacco and Related Products Directive (2014/40/EU), referred to as TPD2, was adopted in April 2014 for transposition into EU member states’ law by May 2016. Provisions of TPD2 include: larger combined pictorial and textual health warnings covering 65% of the two main pack surfaces (front and back) for cigarettes; restrictions on pack shape and size, including minimum pack sizes of 20 sticks for cigarettes and 30g for roll-your-own and make-your-own tobacco; increased ingredients reporting; ‘tracking and tracing’ requirements; andfor e-cigarettes: nicotine limits, pre-market notification, ingredients reporting and advertising bans. Among other things, TPD2 bans the sale of cigarettes and roll-your-own tobacco with a characterising flavour. Menthol-flavoured cigarettes were exempted from the ban until May 2020, which has since been applied also to menthol cigarettes. (See ‘The U.S.’ for information pertaining to the regulation of menthol in that market). #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 341 TPD2 also purports to leave open to EU Member States the possibility of further standardising the packaging of tobacco products and to apply some of its provisions in different ways. For example, it provides, among other things, that the labelling, packaging and the tobacco product itself shall not include any element or feature that suggests that a particular tobacco product has vitalising, energetic, healing, rejuvenating, natural or organic properties or has other health or lifestyle benefits. On 26 April 2019, Belgium adopted a Royal Decree that allows the Minister of Health to establish a procedure to put brands on a prohibited list and to draw up such a list. To date, such a procedure has not yet been established by the Belgian Minister of Health. BAT’s request for annulment is still pending. The European Commission published its Article 28 report on the application of TPD2 on 20 May 2021. The report concluded that TPD2 helped decrease smoking rates and tobacco use but that more efforts are needed, particularly in relation to enforcement at national level and new market developments, such as novel tobacco products. Currently, the preparations of a revised TPD2 are progressing, with estimated adoption in 2025. TPD2 might be replaced with a directly applicable regulation instead of a directive, following which transposition in Member States would no longer be required. It is anticipated that this new regulation will include the following provisions: plain packaging for combustibles; more regulation of ingredients, including menthol ban, for combustibles at EU level; regulation of flavours and nicotine- free liquids for e-cigarettes at EU level; tightening of advertising restrictions for e-cigarettes; stricter regulations for THPs; regulation of modern oralat EU level. #### Single-Use Plastics The Single Use Plastics Directive (EU) 2019/904 (the SUP Directive) entered into force on 2 July 2019. The Directive requires that EU Member States introduce Extended Producer Responsibility (EPR) schemes covering the cost to clean up litter and the application of on-pack marking requirements fortobacco product filters. MemberStatesmust transpose the SUP Directive into national law by 3 July 2021, with an implementation deadline of 3 July 2021 for pack marking requirements and of 5 January 2023 for EPR schemes. France was the only Member State to not await this deadline and already implemented in December 2020 and February 2021 EPR schemes for, among others, cigarette manufacturers. These regulations are currently being challenged before the French Council ofState. Other governments have passed or areconsidering similar legislation including Canada, Russia, South Korea and various levels of government in the United States. #### Restrictions on Smoking in Private, Public #### andWorkplaces The Group operates in a number of markets which have in place restrictions on smoking in certain private, public and work places, including restaurants, bars and nightclubs. While these restrictions vary in scope and severity, extensive public and work place smoking bans have been enacted in markets including the U.S., Canada, the UK, Spain, New Zealand and Australia. Restrictions on smoking in private have also been adopted or proposed, and typically take the form of prohibitions on smoking in cars or residential homes when children are present, or smoking within a certain distance from specified public places (such as primary schools). #### Regulation of Ingredients, Including Flavoured #### Tobacco Products A number of countries have restricted, and others are seeking to restrict or ban, the use of certain flavours or ingredients in cigarettes and other tobacco products, on the basis that such products are alleged to appeal disproportionally tominors, act as a catalyst for young people taking up smoking and/or increase the addictiveness or toxicity of the relevant product. To the extent flavours are permitted, this is often restricted to tobacco and/or mentholflavours only. Such restrictions have been enacted in markets including the U.S., Canada, Australia, Turkey and Iran. An ingredients ban inBrazil, which would ban the use of certain ingredients with flavouring or aromatic properties, including menthol, is not currently in force due to ongoing legal challenges. TPD2 similarly bans in the EU the manufacture and sale of cigarettes and roll-your-own tobacco with a characterising flavour other than tobacco. A number of the above regulations are subject to ongoing legal challenges (See ‘The U.S.’ for information pertaining to the regulation of menthol in that market). Currently, European regulators are increasingly seeking to restrict, and even ban, the use of flavours or ingredients in vapour products and other RRPs (see “Reduced Risk Products”). For example, Hungary,Finland, theNetherlands, Denmark, Swedenand Norway have adopted, or are considering to adopt, bills banning flavours in vapour products. This is partially based on a scientific opinion on e-cigarettes commissioned by the EU (the SCHEER report), which was published on 16 April 2021 and which alleges that flavours have a relevant contribution for attractiveness of use of electronic cigarettes. Legal challenges are expected to be filed against these new regulations, which will be supported by credible and contrary scientificevidence. Further legislation on ingredients, both for FMCs and RRPs, is to be expected. The Conference of Parties to the FCTC has tasked a working group to further elaborate the partial guidelines on the regulation of the contents of tobacco products and tobacco product disclosures. The substantive discussions by the Conference of Parties to the FCTC on this report have been postponed to COP10 (see ‘World Health Organization Framework Convention on Tobacco Control’). Furthermore,certain industry players have avoided the menthol characterising flavour ban that came into force in the EU on 20 May 2020 by introducing several low menthol/WS3 products. This has resulted in several regulators in Member States taking action to ban these products from the market. In Belgium, the regulator has on this basis banned all cigarettes and other tobacco products that include components with cooling and/or analgesic effects. This movement is spurred forward by the EU JATC Report on priority additives that was published on 3 December 2020. According to this report, even a small amount of menthol, when added to cigarettes, allegedly facilitates inhalationor nicotine uptake. Many reputable public and privatescientific agencies, however, haveconcluded theopposite. ![]() BAT Annual Report and Form 20-F 2021 342 #### Other Information #### Regulation of the Group’s Business #### Continued #### Plain and Standardised Packaging Plain (or ‘standardised’) packaging generally refers to a ban on the use of trademarks, logos and colours on packaging other than the use of a single colour andthe presentation ofbrand name and variant ina specified font and location(s). The presentation of individual cigarettes may be similarly restricted. Plain packaging is high on the agenda of tobacco control groups, and the non-binding FCTC guidelines recommend thatcontracting partiesconsider introducingplain packaging. To date, 22 countries(including Australia,Belgium, Canada, Denmark, France, Ireland, New Zealand,the Netherlands, Saudi Arabia, Singapore, Turkey, and the UK) have adopted plain packaging legislation, with the measure being implemented in 18 of those countries. Countries, territories and states that are currently considering adopting plain packaging legislation include, but are not limited to Argentina, India, Ecuador, Panama, Brazil, Chile, Spain and South Africa. Others, such as South Korea, Ukraine and Colombia, are consideringimplementingincreased graphichealth warnings. AlsoRRPs are increasingly facingplain packaging regulations (see “Reduced Risk Products”), such as in Denmark where a bill was adopted on 15 December 2020, which introduces plain packaging for vapour productsand THPs. #### Product Display Bans at Point of Sale #### andLicensingRegimes Product display bans at point of sale and licensing regimes have become relatively commonplaceand have been implemented for several years in a number of countries both at national and state levels, including in Norway, Iceland, Finland, New Zealand, Thailand, Canada, Australia, theUK. TheDanish bill (referenced above) also introduces a product display ban for RRPs. A large number of countries, such as Hungary, Finland and Spain, have also sought to restrict the supply of tobacco products, including through the adoption of licensing regimes limiting the number of retail outlets from which it is possible to purchase tobacco products and/or by prohibiting the sale of tobacco products within a certain distance of specified public places. #### Illicit Trade The illegal market for tobacco products is an increasingly important issue for governments and the industry across the world. Euromonitor International estimates that approximately 400 billion cigarettes per year are smuggled, manufactured illegally or counterfeited. A number of governments, regulators and organisations have or are considering adopting regulation to support anti-illicit trade activities. Among other forms, such regulation may comprise mandatory ‘tracking and tracing’ requirements, enabling regulators to identify the point at which any seized product left the legal supply chain, security features to combat counterfeiting and inspection and authentication obligations in respect of seized product. The TPD2, for example, requires that all unit packets of tobacco are marked with a unique and irremovable identifier,which when scanned provides various information about that product’s route-to-market. In November 2012, the FCTC adopted the Protocol to Eliminate Illicit Trade in Tobacco Products which includes a raft of supply chain control measures, including the implementation of ‘tracking and tracing’ technologies. The Protocol entered into force on 25 September 2018 and was considered at the first session of the Meeting of the Parties to the Protocol in October 2018. As at 1 January 2021, 62 parties have ratified the Protocol. The second session of the Meeting of the Parties to the Protocol in took place in November 2021. #### Reduced Risk Products (“RRPs”) More recently,significant debatehas been generated regarding the appropriate regulationof vapour products, including regulationof the nicotine liquids used in them. As the nascent vapour category has grown in size and complexity in a relatively short period of time, a consensus framework for regulation and taxation has yet to emerge. The TPD2, for example, establishes frameworks for the regulation of novel tobacco products and e-cigarettes, introducing nicotine limits, health warnings requirements, advertising bans andpre-market notification and post-market disclosure obligations. The Conference of the Parties to the FCTC is also contemplating to redefine the scope of the FCTC to include novel tobacco products and products containing nicotine. In countries where the sale of vapour products is permitted, governments are seeking to more strictly regulate these products, including by adopting or seeking to adopt bans on vaping in public places, bans or restrictions on flavours or other restrictions such as plain packaging and retail display and advertising bans. Conversely, some governments haveintentionally bannedor areseeking to ban novel tobacco products andproducts containing nicotine, such as Hong Kong , while others would need to amend their existing legislation in order to permit their sale. For example, in Australia nicotine is currently classified as poison, meaning that the importation of vaping products or nicotine refill liquids is illegal in every state and territory, as is the possession and use of these products. While Australia’s TherapeuticGoods Administration re-classified nicotine as a prescription-only medication as of 1 October 2021, the effect will be that a doctor’s prescription will be required to legally access nicotine vapour products and liquid nicotine. Recent reports in North America of individuals experiencing acute respiratory injury in suspected association with vaping certain e-liquids (EVALI) and youth usage have led to an increase in scrutiny of vapour products, especially at State and Provincial levels in the United States and Canada. Also, other RRPs, such as nicotine pouches and THPs, are facing increasing scrutiny by regulators. In countries such as Belgium, Germany,the Netherlands, modern oral products havesought to be classified as food stuff or medicinal products to ban these products from the market. In Germany and Hungary, THPs have faced being classified in the same way as traditional tobacco products, with the potential consequence of facing the same restrictions or excise categories. These might be temporary measures until the countries have amended their existing tobacco legislation to include these products under its scope. #### The U.S. Through the RAI subsidiaries, the Group is subject to U.S. federal, state, and local laws and regulations. The Family Smoking Prevention and Tobacco Control Act (FSPTCA), which was enacted in 2009, grants the U.S. Food & Drug Administration (FDA) broad authority over the manufacture, sale, marketing and packaging of tobacco products but at the outset limited the agency’s authority to cigarettes, smokeless tobacco products, cigarette tobacco and roll-your-own tobacco products. Key elements of the FSPTCA include: filing of facility registrations, product listing, constituent testing and ingredient information; obtaining FDA clearance forall newproducts and product modifications; banning all characterising flavours other than tobacco or menthol in cigarettes; establishing ‘user fees’ to fund the FDA’s regulation of tobacco products; increasing the health warning size on cigarette packs with the option to introduce pictorial healthwarnings; implementing good manufacturing practices; revising the labelling and advertising requirements for smokeless tobacco products; and requiring the study of menthol. The U.S. Congress did limit the FDA’s authority in two areas, prohibiting it from: – banning categories of tobacco products; and – requiring the reduction of nicotine yields of a tobacco product to zero. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 343 On 10 May 2016, the FDA issued a final regulation, referred to as the Deeming Rule, deeming all remaining products that are ‘made or derived from tobacco’ to be subject to the FDA’s regulatory authority under the FSPTCA. The Final Rule became effective as of 8 August 2016, though each requirement of the Final Rule had its own compliance date. Such ‘deemed’ tobacco products subject to the FSPTCA include, among others, electronic nicotine delivery systems (including e-cigarettes, e-hookah, e-cigars, vape pens, advanced refillable personal vapourisers, electronic pipes and e-liquids mixed in vape shops), certain dissolvable tobacco products, cigars and pipe tobacco. The ‘grandfathered’ date under the Final Rule for newly deemed products remained the same as the ‘grandfathered’ date for those tobacco products already subject to the FSPTCA – 15 February 2007. Any tobacco product that was not legally marketed as of 15 February 2007 is considered a new tobacco product subject to premarket review by the FDA. The FDA has recognised that few, if any, e-cigarettes were on the market as of 15 February 2007, but thousands of such products (including R. J. Reynolds Vapor Company’s Vuse products) subsequently have entered into commerce. To address this issue, the FDA established a compliance policyregarding the premarketreviewrequirements for all newly deemed tobacco products that are not grandfathered products but were on the market as of 8 August 2016. The FDA allowed such products to remain on the market so long as the manufacturer filed theappropriate Premarket Tobacco Product Application (PMTA) by a specific deadline. The FinalRule established staggered initial compliance periods based on the expected complexity of the applications to be submitted. On 28 July 2017, as part of the FDA’s announcement of a comprehensive regulatory plan for nicotine and tobacco, the FDA extended the deadline for submission of PMTAs for newly deemed products by several years (for e-cigarettes, the new deadline was August 2022). However, as a result of legal action, in July 2019 a federal court ultimately brought forward the filing deadline for non-combustible products to 12 May 2020. In October 2019, R. J. Reynolds Vapour Company filed PMTAs for Vuse Solo. Based upon requirements of the FSPTCA that must be addressed in PMTAs, and the FDA’s Guidance regarding the type of evidence required for such applications, the costs of preparing a PMTA are significant. In January 2020, the FDA reinforced the filing deadline of 12 May 2020 in its Guidance related to vapour but reversed its previous compliance policy that allowed products to remain on the market pending the submission of a PMTA. The Guidance announced the agency’s intent to enforce (as of February 2020) the PMTA requirements on certain products as follows: 1) Flavoured, cartridge-based vapour products except for tobacco- or menthol- flavoured products; 2) All other vapour products for which the manufacturer has failed to take (or is failing to take) adequate measures to prevent minors’ access; 3) Any vapour products that targets or whose marketing is likely to promote use by minors; and 4) Any vapour product that is offered for sale in the United States after 12 May 2020, and for which the manufacturer has not submitted a premarket application.Flavoured disposable vapour products andflavouredopen systems wouldremain available for sale unless 1) the manufacturer has failed to take adequate measures to prevent minors’ access, 2) product that targets or whose marketing is likely to promote use by minors, or 3) fails to file a PMTA by 12 May 2020. In April 2020, the federal court extended the PMTA deadline by 120 days to 9 September 2020 to address the FDA’s concerns regarding delays caused by the COVID-19 pandemic. R. J. Reynolds Vapor Company filed PMTAs for the remaining Vuse products (Vibe, Ciro, and Alto) and the Velo products (pouch and lozenge) by the September 2020 deadline. Certain additionaldata fromongoing research relevant to the Alto and Velo applications were submitted as amendments to the PMTAs during the FDA review process. The FDA granted marketing authorisation for the Vuse Solo device and its tobacco (‘original’) flavour in October 2021, but denied authorisation for Vuse Solo flavours other than menthol (which were not on the market). That denial is being appealed with the FDA. The FDA has not issued a decision on the authorisation of the Vuse Solo menthol flavour, which remains on the market pending FDA decision. There can be no assurance that the Vuse Solo menthol authorisation will be granted, or that the other flavours appeal will succeed. Additionally, the continued marketing authorisation of Vuse Solo original flavour is contingent on continued compliance with regulatory requirements; the marketing authorisation may be suspended or withdrawn if the FDA determines that the continued marketing of the product is no longer appropriate for the protection of the public health. The FDA has not issued marketing authorisations for Vuse Alto and its associated flavours, including menthol, with FDA decisions still pending. Although the Vuse Alto menthol and tobacco flavoured products remain on the market pending FDA decisions there can be no assurance that these authorisations (or the other Vuse Alto flavours) will be granted. Similarly, the Group’s Velo products remain on the market in the US, again pending FDA decisions on their marketing authorisations and there can be no assurance these will be granted. If the FDA denies a marketing authorisation then the relevant product(s) would need to be withdrawn from the market (unless a court intervenes). #### Comprehensive plan for tobacco and nicotine #### regulation On 28 July 2017, the FDA announced its intent to develop a comprehensive plan for tobacco and nicotine regulation that recognises the continuum of risk for nicotine delivery. As part of that plan, the FDA planned to publish an Advance Notice of Proposed Rulemaking (ANPRM) to seek public input regarding the potential healthbenefits and possible adverse effects of lowering the level of nicotine in combustible cigarettes. The ANPRM would request comments from interested stakeholders regardingthe potential impact of a nicotineproduct standard on, amongother things: – the likelihood that existing users of tobacco products will stop using cigarettes; – the likelihood that those who do not use tobacco products will start using such products; and – the illicit trade of cigarettes containing nicotine at levels higher than a non-addictive nicotine threshold. In addition, the Center for Tobacco Products (CTP), which was established within the FDA in 2009, will coordinate with the FDA Center for Drug Evaluation and Research regarding medicinal nicotine and other therapeutic products as part of an agency-wide nicotine framework. As part of the comprehensive plan, the FDA also announced its intent to issue ANPRMs requesting public stakeholder input on theimpact of flavours (includingmenthol) in increased initiation among youth and young adults as well as assisting adult smokers to switch to potentially less harmful forms of nicotine delivery, and the patterns of use and public health impact of premium cigars. ![]() BAT Annual Report and Form 20-F 2021 344 #### Other Information #### Regulation of the Group’s Business #### Continued This follows on from the FDA’s decision to issue its own preliminary scientific evaluation regarding menthol cigarettes in 2013, which concluded that mentholcigarettesadversely affect initiation, addiction and cessation compared to non-menthol cigarettes. In 2018, the FDA took several steps to further this plan. Firstly, in January 2018, the FDA held a public hearing to obtain input from a broad group of stakeholders on ways to streamline the regulatory process for the issuance of therapeutic claims for nicotine products. Secondly, in March 2018, the agency issued three ANPRMs, seeking information on (1) the lowering of nicotine levels to non-addictive or minimally addictive levels, (2) the impact of flavours (including menthol) in increased initiation among youth and young adults as well as assisting adult smokers to switch to potentially less harmful forms of nicotine delivery, and (3) the patterns of use and public health impact of premium cigars. In April 2021, the FDA announced that it will issue proposed product standards to ban menthol as a characterising flavour in cigarettes in the U.S. In December 2021, a regulatory agenda released in the U.S. confirmed the FDA’s plans to publish a Notice of Proposed Rulemaking for a menthol cigarette ban in April 2022. #### Additional regulation In addition to the ANPRMs on reduced nicotine products and flavours, the FDA, in April 2019, issued a proposed rule on the format and content of reports to demonstrate substantialequivalence. This follows on the FDA’s previous statements regarding thedevelopmentof foundational rules so as to provide clarity and predictability to the tobacco product submission process, includingnot only substantialequivalence applications but new product applications as well as MRTP applications. In September 2019, FDA published a proposed rule on the format and content of PMTAs. The final foundations rules for substantial equivalence and PMTAs were published on 5 October 2021 and became effective on 4 November 2021. Notably, in each rule, FDA changed the term “grandfatheredtobacco product” to “Pre-Existing Tobacco Product,” indicatingthat the latter term more appropriately describes those products that were commercially marketed in the United States as of 15 February 2007. The FDA has not yet promulgated its proposed rule for MRTP applications, thoughthe most recent FDA semi-annual regulatory agenda — which details the regulatory activities that the FDA expects to undertake in the foreseeable future — targeted November 2021 for the issuance of a proposed rule. Under the FSPTCA, for a manufacturer to launch a new tobacco product or modify an existing tobacco product after 22 March 2011, the manufacturer must obtain an order from the FDA allowing the new or modified product to be marketed. Similarly, a manufacturer that introduced acigaretteor smokeless tobacco product between 15 February 2007 and 22 March 2011 was required to file a substantial equivalence report with theFDA demonstrating either (1) that the new or modified product had the same characteristics as a product commercially available as at 15 February 2007, referred to as a predicate product, or (2) if the new or modified product had different characteristics than the predicate product, that it did not raise different questions of public health. A product subject to such report is referred to as a provisional product. A manufacturer may continue to market a provisional product unless and until the FDA issues an orderthat the provisionalproduct isnot substantially equivalent (NSE), in which case the FDA could then require the manufacturer to remove the provisional product from the market. Many of the RAI subsidiaries’ cigarette and smokeless tobacco products currently on the market are provisional products. In January 2017, the FDA issued its first proposed product standard just prior to President Trump’s inauguration whereby the agency would require the reduction, over a three-year period, of the levels ofN-nitrosonornicotine (NNN) contained in smokeless tobacco products. Since issuing this proposal, the agency has simply stated that it is evaluatingsubmitted comments. TheFDA’ssemi-annual regulatory agenda has not listed the NNN proposal since its publication. Thus, it is not known whether or when this proposed rule will be finalised, and, if adopted, whether the final rule will be the same as or similar to the proposed rule. On 18 December 2017, the FDA accepted for review MRTP applications for six Camel Snus smokeless tobacco products. In 2018, the FDA began its review of these applications, which included facility inspections and a public meeting held 13-14 September 2018 before the Tobacco Product Scientific Advisory Committee to obtain its review and recommendation. The FDA is completing its independent review of the applications with no announced deadline for completion. On 18 March 2020, FDA issued a rule mandating the incorporation on cigarettes packages of graphic health warnings. The rule requires eleven new textual warnings, each accompanied by a specific graphic image, on the top 50% of the front and back of all cigarette packages, on the left 50% of the front and back of cigarette cartons, and the top 20% of all cigarette advertising, beginning June 18, 2021. On 3 April 2020, RAI subsidiaries R. J. Reynolds Tobacco Company and Santa Fe Natural Tobacco Company,in conjunction with several cigarette manufacturers and retailers, filed a lawsuit seeking to permanently enjoin implementation of the rule. The court has on multiple occasions entered orders delaying the implementation of the rule, which currently is delayed until 9 January 2023. All briefing and oral argument in the case has been completed, and the parties await a ruling from the court as to whether the final rule will be enjoined permanently. Irrespective of the court’s decision, once issued it is expected to be appealed to the federal court of appeals. If the industry challenge is unsuccessful, the RAI companies are preparedto implement therule’s requirementsby the January 2023 deadline, having created compliant packaging and obtained approval from the FDA for the required warning rotation plans. Cigarettes and other tobaccoproducts are subjectto substantial taxes in the U.S.. All states and the District of Columbia currently impose cigarette excise taxes. Certain city and county governments, such as those of New York, Philadelphia and Chicago, also impose substantial excise taxes on cigarettes sold in those jurisdictions. Also, all states and the District of Columbia currently subject smokeless tobacco products to excise taxes. Various states and the District of Columbia impose a tax on vapour products, such as e-cigarettes, and many other states have proposed taxes onvapour products. Currently, there isno federal tax on vapour products. Stateand local governments alsoconsider and implementother legislation and regulation regarding the sale of tobacco products. Measures include, among others, limiting or prohibiting the sale of flavours intobacco products, restricting wheretobacco products may be sold and increasing the minimum age to purchase tobacco products. The Group believes that, as a responsible business, it can contribute through information, ideas and practical steps, to help regulators address the key issues regarding its products, including underage access, illicit trade, product information, productdesign, involuntary exposure to smokeand the development ofpotentially less harmful products, while maintaining a competitive market that accommodates the significant percentage of adults who choose to be tobacco consumers. The Group is committed to working with nationalgovernmentsand multilateral organisations andwelcomes opportunities to participate in good faith to achieve sensible and balanced regulation oftraditionaltobaccoand potentially reduced- risk products. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 345 #### Disclosure Pursuant to Section 219 of the Iran Threat #### Reduction and Syria Human Rights Act of 2012 (ITRA) Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities sanctioned under programmes relating to terrorism or the proliferation of weapons of mass destruction. Disclosure is required even where the activities, transactions or dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law. As of the date of this report, BAT is not aware of any activity, transaction or dealing by the Group or any of its affiliates during the financial year ended 31 December 2021 that is disclosable under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act, except as set forth below. This information is to the best of BAT’s knowledge. Until 6 August 2021, BAT had a local operation in Iran, established on 18 October 2003, through its wholly-owned non-U.S. subsidiary, B.A.T. Pars Company (Private Joint Stock) (BAT Pars). BAT Pars produced its products, which include Kent, Pall Mall and Montana brands, in its own factory in Eshtehard, which is in the Alborz province of Iran. As at 6 August 2021, BAT Pars distributed its product via 54 sub- agents with national and provincial distribution licences, who sell products to wholesalers and retailers with the support of BAT Pars’ sales representatives. BAT Pars had 326 direct employees and an additional 1,192 contract workers supplied by a private company. On 25 June 2021, the Group agreed to dispose of BAT Pars to DTM ME FZE LLC. Consideration is subject to the completion accounts process, with payment deferred until September 2022. The transaction was subject to the approval by State Centre of Tobacco Planning and Supervision of the Ministry of Industry of Iran and was successfully completed on 6 August 2021. Concerning the business of BAT Pars during its period of ownership within the Group, various elements such as income tax, payroll, social security, other taxes, excise, monopoly fees, duties and other fees, including for utilities, licences and judicial fees to commence litigation, werepayable tothe Government ofIran and affiliated entitiesregardingBAT Pars’ operation. BAT Parsmaintained bankaccounts in Iran with various banks to facilitate its operations in the country and to make any required payments, as described above, to the Government of Iran and affiliated entitiesregarding its operations. During the year ended 31 December 2021, BAT did not have any gross revenues or net profits derived from transactions with the Government of Iranor affiliated entities. BAT maintains policies and procedures designed to ensure that its former activities in Iran and elsewhere comply in all material aspects with the applicable and relevant trade sanctions lawsand regulations, includingU.S. and otherinternational trade sanctions and/or embargoes. BAT’s sanctions policies and procedures have been designed to be as robust as possible. However, there can be no absolute assurance that these policies and procedures will be effective. Were they to be ineffective, penalties or sanctions could be imposed against BAT, which could be material. Following completion of the disposal of BAT Pars, the above-described activities in Iran have ceased. ![]() BAT Annual Report and Form 20-F 2021 346 #### Material Contracts #### The Master Settlement Agreement & State Settlement Agreements In 1998, the major U.S. cigarette manufacturers (including R.J. Reynolds Tobacco Company, Lorillard and Brown & Williamson, businesses which are now part ofReynolds American) entered intothe Master Settlement Agreement (“MSA”) withattorneysgeneral representing most U.S. states and territories. The MSA imposes a perpetual stream of future payment obligations on the major US cigarette manufacturers. The amounts of money that the participating manufacturers are required to annually contribute are based upon, among other things, the volume of cigarettes sold and market share (based on cigarette shipments in that year). During 2012, R.J. Reynolds Tobacco Company, various other tobacco manufacturers, 17 states, the District of Columbia and Puerto Rico reached a final agreement related to Reynolds American’s 2003 MSA activities, and three more states joined the agreement in 2013. Under this agreement, R.J. Reynolds Tobacco Company has received credits of more than US$1 billion in respect of its Non- Participating Manufacturer (“NPM”) Adjustment claims related to the period from 2003 to 2012. These credits have been applied against the company’s MSA payments over a period of five years from 2013, subject to, and dependent upon, meeting the various ongoing performance obligations. During 2014, two additional states agreed to settle NPM disputes related to claims for the period 2003 to 2012. R.J. Reynolds Tobacco Company received US$170 million in credits, which have been applied over a five-year period from 2014. During 2015, another state agreed to settle NPM disputes related to claims for the period 2004 to 2014. R.J. Reynolds Tobacco Company received US$285 million in credits, which have been applied over a four-year period from 2016. During 2016, no additional states agreed to settle NPM disputes. During 2017, two more states agreed to settle NPM disputes related to claims for the period 2004 to 2014. It is estimated that R.J. Reynolds Tobacco Company will receive US$61 million in credits, which will be applied over a five-year period from 2017. During 2018, nine more states agreed to settle NPM disputes related to claims for the period 2004 to 2019, with an option through 2022, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$182 million in credits for settled periods through 2017, which will be applied over a five-year period from 2018. Also in 2018, a 10th additional state agreed to settle NPM disputes related to claims for the period 2004 to 2024, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$205 million in credits for settled periods through 2017, which will be applied over a five-year period from 2019. In the first quarter of 2020, certain conditions set forth in the 2018 agreements were met for those 10 states. In addition, in August 2020, 24 states, the District of Columbia and Puerto Rico agreed to settle NPM disputes related to claims for the period 2018-2022. Credits in respect of future years’ payments and the NPM Adjustment claims would be accounted for in the applicable year and will not be treated as adjusting items. Only credits in respect of prior year payments are included as adjusting items. The BAT Group is subject to substantial payment obligations under the MSA and the state settlement agreements with the states of Mississippi, Florida, Texas and Minnesota(such settlement agreements, collectively “StateSettlement Agreements”).Reynolds American Inc.’s operating subsidiaries’ expenses and payments under the MSA and the State Settlement Agreements for 2021 amounted to US$3,420 million in respect of settlement expenses and US$3,744 million in respect of settlement cash payments. Reynolds American Inc.’s operating subsidiaries’ expenses and payments under the MSA and the State Settlement Agreements for 2020 amounted to US$3,572 million in respect of settlement expenses and US$2,848 million in respect of settlement cash payments. Reynolds American Inc.’s operating subsidiaries’ expenses and payments under the MSA and the State Settlement Agreements for 2019 amounted to US$2,762 million in respect of settlement expenses and US$2,918 million in respect of settlement cash payments. R.J. Reynolds Tobacco Company divested certain brands to Imperial Tobacco Group (ITG) in 2015. In 2020, R.J. Reynolds Tobacco Company recognised additional expenses, included above, under the state settlement agreements in the states of Mississippi, Florida, Texas and Minnesota related to these divested brands. R.J. Reynolds Tobacco Company recognised US$241 million of expense for payment obligations to the state of Florida for the ITG acquired brands from the date of divestiture, 12 June 2015, as a result of an unfavourable judgment. In addition, R.J. Reynolds Tobacco Company recognised US$264 million related to the resolution of claims against it in the states of Texas, Minnesota and Mississippi for payment obligations to those states for the ITG acquired brands from the date of divestiture. Finally, R.J. Reynolds Tobacco Company settled certain related claims with Phillip Morris USA under the state settlement agreements in the states of Mississippi, Texas and Minnesota for US$8 million. #### Reynolds American Inc.: Transfer of Pension Obligations On October 7 2021, Reynolds American Inc. entered into a ‘buy out’ transaction with Metropolitan Tower Life Insurance Company to transfer $1.9 billion of pension obligations (and eliminating all further legal or constructive obligation to the pension scheme or to the sponsoring employer) through the purchase of annuities for retirees receiving benefit payments of less than a threshold amount per month.The transaction was funded with plan assets (see note 15 in the Notes on the Accounts on page 215). #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 347 #### Change of Control Provisions as at 31 December 2021 Significant agreements Nature ofagreement Keyprovisions The revolving credit facilities agreement, effective 12 March 2020, entered into between the Company, B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and B.A.T Capital Corporation (as borrowers and, in the case of the Company, as a guarantor) and HSBC Bank plc(asagent)and certain financial institutions(as lenders), pursuant to which the lenders agreed to make available tothe borrowers £5.85 billionfor general corporatepurposes (the Facility). – should a borrower (other than the Company) cease to be a direct or indirect subsidiary of the Company, such borrower shall immediatelyrepay any outstanding advances made to it andshall cease to be a borrower under the Facility; and – where there is a change of control in respect of the Company, thelenders can require allamounts outstandingunder theFacility tobe repaid. In March and December 2021, the Group extended short-term bilateral facilities with core relationship banks for a total amount of £2.5 billion. B.A.T. International Finance p.l.c. is the borrower under these facilities and the Company as the guarantor. As at 31 December 2021, £500 million was drawn on a short-term basis. – should the borrower cease to be a direct or indirect subsidiary of the Company, the borrower shall immediately repay any outstanding advances made to it under these facilities; and – where there is a change of control in respect of the Company, the lenders can require all amountsoutstanding under these facilities to be repaid. PackagingMaterialsAgreementdated 8April 2015, betweenSouza Cruz S.A. and Amcor Group GmbH for the production and supply ofpackaging for a value of R$1.5 billion. – either party may terminate the agreement in the event of any direct or indirect acquisition of at least 25% of the voting shares of the supplier and/or its affiliates by directly or indirectly a competitor of Souza Cruz S.A., importer or distributor. Global Framework Agreementdated 1January 2014, between British AmericanTobacco (Investments)Limitedand Papierfabrik Wattens GmbH & Co for the supply of direct materials, cigarette and plug-wrap paper. – Either party may terminate the agreement in the event of a change of control of the other party (or certain of its affiliated companies) in specified circumstances and which, in relation to British American Tobacco (Investments) Limited, would trigger a right for the other party to terminate the agreement on a change of control of British American Tobacco (Investments) Limited (or any holding company), where the new controlling entity is a customer or competitor of the other party. On 25 July 2017, the Company acceded as a guarantor under the indenture of its indirect, wholly-owned subsidiary Reynolds American Inc. The securities issued under the indenture include approximately US$7.7 billion aggregate principal amountof unsecured Reynolds American Inc debt securities. – with respect to each series of debt securities issued under the indenture, upon a change of control event, combined with a credit ratings downgrade of the series to below investment-grade level (such downgrade occurring on any date from the date of the public notice of an arrangement that could result in a change of control event until the end of the 60-day period following public notice of the occurrence of a change of control event), Reynolds American Inc. is obligated to make an offer to repurchase all debt securities from each holder of debt securities. As a guarantor under the indenture, theCompany guarantees such payments. Rules of the long-term incentive plans 2007 and 2016 (“LTIPs”). – in the event of a change of control of the Company as a result of a takeover, reconstruction or winding-up of the Company (not being an internal reorganisation), LTIP awards will become exercisable for alimited period based on the period of time that has elapsed since the date of the award and the achievement of the performance conditions at that date, unless the Remuneration Committee determines this not to be appropriate in the circumstances; and – the rules of the LTIPs allow (as an alternative to early release) that participants may, if permitted, exchange their LTIP awards for new awards of shares in the acquiring company on a comparable basis. ![]() BAT Annual Report and Form 20-F 2021 348 The Group uses a combination of in-house and contract manufacturers to manufacture its products. BAT-owned manufacturing facilities 1 United States APME AmSSA ENA Total Fully integrated cigarette manufacturing 2 14 15 11 42 Sites processing tobacco only 1692 18 Site manufacturing other tobacco products, Snus, Modern Oral andLiquids 3––58 R&D facilities and Product Centres 11327 Total 7 21 27 20 75 Note: 1.As of 31 December 2021. The plants and properties owned or leased and operated by the Group’s subsidiaries are maintained in good condition and are believed to be suitable and adequate for the Group’s present needs. The technology employed in the Group’s factories is sophisticated, especially in the area of cigarette-making and packing where throughputs can reach between 500 and 1,000 packs per minute. The Group can produce many different pack formats (e.g., the number of cigarettes per packet) and configurations (e.g., bevel edge, round corner, international) to suit marketing and consumer requirements. New technology machines are sourced from the leading machinery suppliers to the industry. Close cooperation with these organisations helps the Group support its marketing strategy by driving its product innovations, which are brought to the market on a regular basis. The Group utilises quality standards, processes and procedures covering the entire end-to-end value chain to help to ensure quality products are provided to its customers and adult tobacco consumers according to the Group’s requirements and end market regulatory requirements. The Group has several improvement initiatives which it is currently managing. For example, the Group is continuing to realise the benefits of its Integrated Work System Programme launched in 2014, which is centrally led with an aim to improve the performance of the Group’s factories globally by focusingon manufacturing standards, continuous improvement,assessment and benchmarking, and organisational development. The Group also utilises a survey process in the factories with an aim to improve factory productivity and reduce costs in the manufacturing environment. This process, known as ‘Bulls Eye’, has been in existence for a number of years and highlights productivity opportunities by benchmarking. In 2021, the Group manufactured cigarettes in 42 cigarette factories in 40countries. These plants and properties are owned or leased and operated by the Group’s subsidiaries. The Group’s factory outputs and establishments vary significantly in size and production capacity. Also in 2021, the Group used third-party manufacturers to manufacture the components required, including the devices, related to New Categories. The Group also used third-party manufacturers to supplement the Group’s own production facilities in the US and Poland to bottle the liquids used in the vapour products. For more information on property, plant and equipment, see note 13 in the Notes on the Accounts. #### Raw Materials While the Group does not own tobacco farms or directly employ farmers, it sources tobacco leaf directly from over 75,000 contracted farmers and through third-party suppliers mainly indevelopingcountries and emerging markets. In respect offarmers we contract, we continually strive to improve farmer sustainability and viability with a focus on improved quality and resistance of seed, tailored mechanisation to reduce costs of production and increased yield, with similar expectation on our third-party suppliers in respect of their farmer contracts. We review our contracts on an annual basis considering Group requirements over the medium term (2-3 years) to promote the stability of demand and supply on production volumes. The Group also purchases a small amount of tobacco leaf from India where the tobacco is bought over an auction floor. The price of tobacco in US dollars varies from year-to-year driven by domestic inflationary pressures, economic and political factors, as well as climatic conditions which impact supply, demand and quality of tobacco grown. While COVID-19 impacted tobacco supply chains across most markets and required process enhancements to minimise transmission risks within communities, prices and availability of tobacco were not significantly impacted. The Group believes there is an adequate supply of tobacco leaf in the world markets to satisfy its current and anticipated production requirements. We also source a number of other materials required as part of our production requirements, covering areas that include wrapping materials and filters for our combustibles business and liquids and batteries for our New Categories products. We work closely with our suppliers to ensure a robust supply chain, with contingency sourcing in place. Contracts and sourcing agreements are reviewed regularly, to ensure competitive trading terms while recognising that prices may be impacted by external factors that affect our third-party supply partners. COVID-19 has led to some short-term disruption in the supply of certain materials (due to local lockdowns and travel restrictions), yet this has been proactively managed to mitigate the impact. #### Property, Plant and Equipment #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 349 #### Other Information #### US Corporate GovernancePractices #### Principles In the U.S., ADSs of the Company are listed on the New York Stock Exchange (NYSE). The significant differences between the Company’s corporate governance practices as a UK company and those required by NYSE listing standards for U.S. companies are discussed below. The Company has applied a robust set of board governance principles, which reflect the UK Corporate Governance Code 2018 and its principles-based approach to corporate governance. NYSE rules require U.S. companies to adopt and disclose on their websites corporate governance guidelines. The Company complies with UK requirements, including a statement in this report of how the Company has applied the principles of the UK Corporate Governance Code 2018 and that the Company has complied with the provisions of the UK Corporate GovernanceCode 2018. #### Independence The Company’s Board governance principles require that all Non-Executive Directors be determined by the Board to be independent in character andjudgement andfree fromany business or other relationships that could interfere materially with, or appear to affect, their judgement. The Board also has formal procedures for managing conflicts of interest. The Board has determined that, in its judgement, all ofthe Non-Executive Directors areindependent. Indoing so, the Boardhas takenintoconsiderationthe independence requirements outlined in the NYSE’s listing standards and considers these to be met by the Chairman and all of its Non-Executive Directors. #### Committees The Company has a number of Board Committees that are broadly comparable in purpose and composition to those required by NYSE rules for domestic U.S. companies. For instance, the Company has a Nominations (rather than nominating/corporate governance) Committee and a Remuneration (rather than compensation) Committee. The Company also has an Audit Committee, which NYSE rules require for both US companies and foreign private issuers. These Committees are composed solely of Non-Executive Directors and, in the case of the Nominations Committee, the Chairman whom the Boardhas determined to be independentin themanner described above. Each Board Committee has its own terms of reference, which prescribe the composition, main tasks and requirements of each of the Committees (see the Board Committee reports on pages 116, 120 and 128). Under U.S. securities law and the listing standards of the NYSE, the Company is required to have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act and Section303A.06 of the NYSE Listed Company Manual. The Company’s Audit Committee complies with these requirements. The Company’s Audit Committee does not have direct responsibility for the appointment, reappointment or removal of the independent auditors. Instead, it follows the UK Companies Act 2006 by making recommendations to the Board on these matters for it to put forward for shareholder approval at the AGM. One of the NYSE’s additional requirements for the audit committee states that at least one member of the audit committee is to have ‘accounting or related financial management expertise’. The Board has determined that Holly Keller Koeppel and Darrell Thomas possess such expertise and also possess the financial and audit committee experiences set forth in both the UK Corporate Governance Code 2018 and SEC rules (see the Audit Committee report on page 120). Ms Keller Koeppel and Mr Thomas have also each been designated as an Audit Committee financial expert as defined in Item16.A. of Form 20-F. The Board has also determined that each Audit Committee member meets the financial literacy requirements applicable under NYSE listing standards. #### Shareholder Approval of Equity Compensation Plans The NYSE rules for U.S. companies require that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to those plans. The Company complies with UK requirements that are similar to the NYSE rules. The Board, however, does not explicitly take into consideration the NYSE’s detailed definition of what are considered ‘material revisions’. #### Codes of Business Conduct and Ethics The NYSE rules require US companies to adopt and disclose a code of business conduct and ethics for all directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. The Group Standards of Business Conduct (the “SoBC”) described on pages 56 and 57 apply to all staff in the Group, including senior management and the Board, and satisfy the NYSE requirements. All Group companies have adopted the SoBC (or localised versions). The SoBC also set out the Group’s whistleblowing policy, enablingstaff,in confidenceand anonymously, toraise concernswithout fear of reprisal, including concerns regarding questionable accounting or auditing matters. The SoBC is available at bat.com/sobc. The Company has also adopted a code of ethics for its Chief Executive, Finance and Transformation Director, Group Financial Controller and Group Chief Accountant as required by the provisions of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules issued by the SEC. No waivers or exceptions to the Code of Ethics were granted in 2021. The Code of Ethics includes requirements in relation to confidentiality, conflicts of interest and corporate opportunities, and obligations for those senior financial officers to act with honesty and integrity in the performance of their duties and to promote full, fair, accurate, timely and understandable disclosures in all reports and other documents submitted to the SEC, the UK Financial Conduct Authority, and any other regulatory agency. The Company considers that these codes and policies address the matters specified in the NYSE rules for U.S. companies. #### Independent Director Contact Interested parties may communicate directly with the independent directors, individually or as a group, by sending written correspondence addressed to the independent director(s) to the attention of the Company Secretary at the following address: c/o Paul McCrory, Company Secretary, British American Tobacco p.l.c., Globe House, 4 Temple Place, London WC2R 2PG. ![]() BAT Annual Report and Form 20-F 2021 350 #### Controls and Procedures #### Evaluation of Disclosure Controls and Procedures Disclosure controls andprocedures The Group maintains ‘disclosure controls and procedures’ (as such term is defined in Exchange Act Rule 13a-15(e)), that are designed to ensure that information required to be disclosed in reports the Group files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicatedto management,including the ChiefExecutiveand Financeand Transformation Director, as appropriate,to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management, including the Chief Executive and Finance and Transformation Director, recognise that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Group have been detected. The Group’s disclosure controls and procedures have been designed to meet, and management believes that they meet,reasonable assurance standards. Management, with the participation of the Chief Executive and Finance and Transformation Director, has evaluated the effectiveness of the Group disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive and Finance and Transformation Director have concluded that the Group disclosure controls and procedures were effective at a reasonable assurance level. Management’s report on internal control overfinancial reporting Management, under the oversight of the Chief Executive and the Finance and Transformation Director, is responsible for establishing and maintaining adequate internal control over financial reporting for the Group. The Group’s internal control over financial reporting consists of processes whichare designedto:provide reasonable assurance regarding the reliability of financialreporting and the preparation ofthe Group’s financial statements for external reporting purposes in accordance with IFRS as issued by the IASB and UK-adopted international accounting standards; provide reasonable assurance that receipts and expenditure are made only in accordance with the authorisation of management; and provide reasonable assurance regarding the prevention or timely detection of any unauthorised acquisition, use or disposal of assets that could have a material effect on the consolidated financialstatements. As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has assessed the effectiveness of the internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the US Securities Exchange Act of 1934) based on the updated Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) (2013). Based on that assessment, management has determined that the Group’s internal control over financial reporting was effective as at 31 December 2021. Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because thedegree of compliance with the policies or procedures may deteriorate. »KPMG LLP, an independent registered public accounting firm, who also audit the Group’s consolidated financial statements, has audited the effectiveness of the Group’s internal control over financial reporting as at 31 December 2021, which is included in this document.» Changes in internal control overfinancial reporting During the period covered by this report, there were no changes in the Group’s internal control over financial reporting that have materially affected orare reasonably likelyto materially affect the effectiveness ofinternal control over financial reporting. #### Statements Regarding #### Competitive Position Statements referring to the competitive position of BAT and its subsidiaries are based on the Group’s belief and best estimates. In certain cases, suchstatements andfigures rely on a rangeof sources, including investment analyst reports, independentmarketsurveys, and the Group’s own internal assessments of market share. #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 351 #### Directors’ Report Information This Other Information section of the British American Tobacco Annual Report and Form 20-F, which includes Additional Disclosures and Shareholder Information, forms part of, and includes certain disclosures which are required by law to be included in, the Directors’ Report. #### Strategic Report Disclosures Section 414C(11) of the Companies Act 2006 allows the Board to include in the Strategic Report information that it considers to be of strategic importance that would otherwise need to be disclosed in the Directors’ Report. The Board has chosen to take advantage of this provision and accordingly, the information set out below, which would otherwise be required to be contained in the Directors’ Report, has been included in the Strategic Report. Information required in theDirectors’ Report Section in the Strategic Report Information on dividends Financialreview Certain risk information about the use of financial instruments Financial review An indication of likely future developments in the business of the GroupA strategy for accelerated growth An indication of the activities of the Group in the field of research and developmentAccelerating the Enterprise of the Future Tobacco Harm ReductionThrough World- class Science A statement describing the Group’s policy regarding the hiring, continuing employment andtraining, careerdevelopment andpromotion ofdisabled persons People and Culture Details ofemployee engagement: information, consultation, regardto employee interests, sharescheme participation and theachievement of a common awareness of the financial andeconomic factors affecting the performance of the Group Engaging with our stakeholders People and Culture Principles of Remuneration for Our Wider Workforce Details of business relationships: Directors’ regard to business relationships with customers, suppliers andother external stakeholders Engaging with our stakeholders Disclosures concerning greenhouse gasemissions and energy consumptionExcellence in Environmental Management #### Shareholder Information Disclosures Information required in theDirectors’ ReportSection inOther Information Change of control provisions Material contracts Information on dividends Dividends Share capital – structure and voting rights; restrictions on transfers of shares Articles of Association Directors – appointment andretirement Articles of Association Amendment of Articles of Association Articles of Association Branch outside of the UK - Representative Office in South AfricaInside page of the back cover Major shareholdersShare capitaland security ownership Directors – share issuance and buy-back powers Share capital andsecurity ownership Purchases of shares #### Listing Rules (LRs) Disclosures For the purpose of LR 9.8.4C R the applicable information required to be disclosed by LR 9.8.4 RSection in Other Information Section (12) –shareholder waivers ofdividends GroupEmployee Trust Section (13) – shareholderwaivers of future dividends Group EmployeeTrust #### Directors: Interests and Indemnities Interests – details of Directors’ remuneration and emoluments, and their interests in the Company’s shares (including share options and deferred shares) asat31 December 2021 are given in the Remuneration Report; and – no Director had any material interest in a contract of significance (other than a service contract) with the Company or any subsidiary company during the year. Insurance – appropriate cover provided in the event of legal action against the Company’s Directors. Indemnities – provision of indemnities to Directors in accordance with the Company’s Articles of Association and to the maximum extent permitted by law; and – as at the date of this report, such indemnities are in force covering any costs, charges, expenses or liabilities that they may incur in or about the execution of their duties to the Company or to any entity which is an associated company (as defined in Section 256 of the Companies Act 2006), or as a result of duties performed by them on behalf of the Company or any such associated company. #### Directors’ Report Approval and Signature The Directors’ Report comprises the information on pages [ 98 to 127@ and page 168@ and pages 299 to 377 ]. The Directors’ Report was approved by the Board of Directors on 10 February 2022 and signed on its behalf by Paul McCrory, Company Secretary. ![]() BAT Annual Report and Form 20-F 2021 352 #### Cautionary Statement This document contains certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook”, “target” andsimilar expressions. These include statementsregarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates, including the projected future financial and operating impacts of the COVID-19 pandemic. In particular, these forward-lookingstatements include, among other statements, statementsregardingthe Group’s future financial performance, planned product launches and future regulatory developments, as well as: (i) certain statements in the Overview section (pages 2 to 11, including the Chairman’s Introduction, Chief Executive’s Review and Finance and Transformation Director’s Overview; (ii) certain statements in the Strategic Management section (pages 12 to 32), including Our Global Business section; (iii) certain statements in the Financial Review section (pages 75 to 83), including the Treasury and Cash Flow section and going concern discussions; and (iv) certain statements in the OtherInformation section (pages 299 to 382), includingthe Additional Disclosuresand Shareholder Informationsections. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this document are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; the inability to develop, commercialise and deliver the Group’s New Categories strategy; adverse litigation and dispute outcomes and the effect of such outcomes on the Group’s financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic or international regulatory bodies; and changes in the market position, businesses, financial condition, results of operations or prospects of the Group. Further details on the principal risks that may affect the Group can be found in the ‘Group Principal Risks’ section of the Strategic Report on pages 92 to 97 of this document. A summary of all the risk factors (including the principal risks) which are monitored by the Board through the Group’s risk register is set out in the Additional Disclosures section under the heading ‘Group Risk Factors’ on pages 317 to 339. Past performance is noguide tofuture performance andpersons needing advice should consult anindependent financialadviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this document and the Group undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements. No statement in this document is intended to be a profit forecast and no statement in this document should be interpreted to mean that earnings per share of BAT for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAT. #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 353 #### Share Prices and Listing #### Premium Listing – London Stock Exchange (LSE) The primary market for BAT’s ordinary shares is the LSE (Share Code: BATS; ISIN: GB0002875804). BAT’s ordinary shares have been listed on the LSE main market since 8 September 1998 and are a constituent element of the FTSE 100 Index. #### Secondary Listing – Johannesburg Stock Exchange (JSE Limited), South Africa BAT’s ordinary shares have a secondary listing and are traded in South African rand on the Main Board of the JSE in South Africa (Abbreviated name: BATS; Trading code: BTI). BAT’s ordinary shares have been listed on the JSE since 28 October 2008 and are a constituent element of the JSETop 40 Index. #### American Depositary Shares (ADSs) – New York Stock Exchange (NYSE) BAT ordinary shares trade in the form of BAT ADSs in the United States under the symbol BTI (CUSIP Number: 110448107). The BAT ADSs have been listed on the NYSE since 25 July 2017 as a Sponsored Level III ADS programme for which Citibank, N.A. is the depositary (the ‘Depositary’) andtransfer agent. EachADS represents one ordinary share. ADSs areevidenced byAmerican Depositary Receipts (ADRs). #### Share Prices The high and low prices at which the Company’s ordinary shares and ADSs are recorded as having traded during the year on each of the LSE, JSEand NYSE are as follows: High Low LSE £29.14 £24.85 JSE R590.95 R513.00 NYSE US$40.51 US$33.65 ![]() BAT Annual Report and Form 20-F 2021 354 #### Other Information #### Dividends #### Policy The Group’s policy is to pay dividends of 65% of long-term sustainable earnings, calculated with reference to adjusted diluted earnings per share, as defined on page 308, and reconciled from earnings per share in note 11 in the Notes on the Accounts. Please see page 79 of this Annual Report and Form 20-F 2021 for further discussion on the Group’s dividend. #### Currencies and Exchange Rates Details of foreign exchange rates are set out in the Financial Review section of the Strategic Report on page 83 of this Annual Report and Form20-F 2021. There are currently no UK foreign exchange controls or restrictions on remittance of dividends on the ordinary shares other than restrictions applicable to certain countries and persons subject to UK economic sanctions. #### American Depositary Shares – Dividends The following table shows the dividends paid by British American Tobacco p.l.c. in the years ended 31 December 2019 to 31 December 2021 inclusive. Announcement Year Payment DividendPeriod Dividend Per BAT Ordinary Share GBP Dividend Per BAT ADS ADS ratio 1:1 USD 1 2019 May QuarterlyInterim 2019 0.5075 0.6596990 August Quarterly Interim 2019 0.5075 0.6155970 November QuarterlyInterim 2019 0.5075 0.6521370 February 2020Quarterly Interim2019 0.5075 0.6571610 Total 2.0300 2.5845940 2020 May Quarterly Interim2020 0.526 0.6424030 August Quarterly Interim 2020 0.526 0.6889020 November QuarterlyInterim 2020 0.526 0.6895860 February 2021Quarterly Interim2020 0.526 0.7178320 Total 2.104 2.738723 2021 May Quarterly Interim2021 0.539 0.7576180 August Quarterly Interim 2021 0.539 0.7345300 November QuarterlyInterim 2021 0.5390.7217210 February 2022Quarterly Interim 2021 0.5390.7298860 Total 2.156 2.943755 Note: 1 .Holders of BAT ADSs: dividends are receivable in US dollars based on the £ sterling/US dollar exchange rate on the applicable ADS payment date, being three business days after the payment date for the BATordinary shares. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 355 #### Quarterly Dividends for the Year Ended 31 December 2021 The Group pays quarterly dividends. The Board has declared an interim dividend of 217.8p per ordinary share of 25p which is payable in four equal quarterly instalments of 54.45p per ordinary share in May 2022, August 2022, November 2022 and February 2023. This represents an increase of 1.0% on 2020 (2020: 215.6p per share), and a payout ratio, on 2021 adjusted diluted earnings per share, of 66.2%. The quarterly dividends will be paid to shareholders registered on either the UK main register or the South Africa branch register and to ADS holders, each on the applicable record dates set out under the heading ‘Key dates’ below. Holders of American Depositary Shares (ADSs) For holders of ADSs listed on the NYSE, the record dates and payment dates are set out below. The equivalent quarterly dividends receivable byholders of ADSs in US dollars will be calculated based on the exchange rate on the applicable payment date. South Africa branch register In accordance with the JSE Listing Requirements, the finalisation information relating to shareholders registered on the South Africa branch register (comprising the amount of the dividend in South African rand, the exchange rate and the associated conversion date) will be published on the dates stated below, together with South Africa dividends tax information. The quarterly dividends are regarded as ‘foreign dividends’ for the purposes of the South Africa Dividends Tax. For the purposes of South Africa Dividends Tax reporting, the source of income for the payment of the quarterly dividends is the United Kingdom. Key dates In compliance with the requirements of the LSE, the NYSE and Strate, the electronic settlement and custody system used by the JSE, thefollowing are the salient dates for the quarterly dividend payments. All dates are 2022 unless otherwise stated. Event Payment No. 1Payment No. 2Payment No. 3Payment No. 4 Preliminary announcement (includes declaration data required for JSE purposes) 11February Publication of finalisation information (JSE) 14 March 28 June 20 September 12 December No removal requests (in either direction) permitted between the UK main register and the SouthAfrica branch register 14 March– 28 March (inclusive) 28 June– 11 July (inclusive) 20September– 3 October (inclusive) 12December– 27December (inclusive) Last day to trade (LDT) cum-dividend (JSE) 22 March 5 July 27September 20 December Shares commence trading ex-dividend (JSE) 23 March 6 July 28 September 21 December No transfers permitted between the UK main register and the South Africa branchregister 23 March– 28 March (inclusive) 6 July– 11 July (inclusive) 28September – 3 October (inclusive) 21December– 27December (inclusive) No shares to be dematerialised or rematerialised on the South Africa branchregister 23 March– 28 March (inclusive) 6 July– 11 July (inclusive) 28September– 3 October (inclusive) 21December– 27December (inclusive) Shares commence trading ex-dividend (LSE) 24 March 7 July 29 September 22 December Shares commence trading ex-dividend (NYSE) 24 March 7 July 29 September 22 December Record date (LSE, JSE and NYSE) 25March 8 July 30 September 23 December Last date for receipt of Dividend Reinvestment Plan (DRIP) elections (LSE) 8 April 27 July 20 October 12 January 2023 Payment date (LSE and JSE)4 May 17August 10 November2 February 2023 ADS payment date(NYSE) 9 May 22 August 15November6 February 2023 ![]() BAT Annual Report and Form 20-F 2021 356 #### Shareholder Taxation Information The following discussion summarises material US federalincome tax consequences and UK taxationconsequences to USholders of owning and disposing of ordinary shares or ADSs, this information is accurate as at 18 January 2022. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction or under any US federal laws other than those pertaining to income tax. This discussion is based upon the US Internal Revenue Code of 1986 (the ‘US Tax Code’), the Treasury regulations promulgated under the US Tax Code and court and administrative rulings and decisions, all as in effect on the date hereof. These laws may change, possibly retroactively, and any change could affect the accuracy of the statements andconclusions set forth in this discussion. This discussion addresses only those US holders of ordinary shares or ADSs who hold such equity interests as capital assets within the meaning of Section 1221 of the US Tax Code. Further, this discussion does not address all aspects of US federal income taxation that may be relevant toUSholders in light of their particular circumstances or that may be applicable to them if they are subject to special treatment underthe US federalincome tax laws, including, withoutlimitation: – a bank orother financialinstitution; – a tax-exempt organisation; – an S corporation or other pass-through entity and an investor therein; – an insurance company; – a mutual fund; – a regulated investment company or real estate investment trust; – a dealer or broker in stocks and securities, or currencies; – a trader in securities that elects mark-to-market treatment; – a US holder subject to the alternative minimum tax provisions of the US Tax Code; – a US holder that received ordinary shares or ADSs through the exercise of an employee stock option, pursuant to a tax qualified retirement plan or otherwise as compensation; – a US holder that is a tax-qualified retirement plan or a participant orabeneficiary under such a plan; – a person that is not a US holder (as defined below); – a person that has a functional currency other than the US dollar; – a person required to recognise any item of gross income as a result of such income being recognised on an applicable financial statement; – a US holder of ordinary shares or ADSs that holds such equity interest as part of a hedge, straddle,constructive sale, conversion or other integrated transaction; – a US holder that owns (directly, indirectly or constructively) 10% or more of ordinary shares or ADSs by vote or by value; or – a US expatriate. The determination of the actual tax consequences to a US holder will depend on the US holder’s specific situation. US holders of ordinary shares or ADSs should consult their own tax advisers as to the tax consequences of owning and disposing of ordinary shares or ADSs, in each case, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws. For purposes of this discussion, the term US holder means a beneficial owner of ordinary shares or ADSs (as the case may be) that: – is for US federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation, including any entity treated as a corporation for US federal income tax purposes, created or organised in or under the laws of the United States, any state thereof or the District of Columbia; (iii) a trust if a US court is able to exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust or it has a valid election in effect under applicable Treasury regulations to be treated as a US person; or (iv) an estate that is subject to US federal income tax on its income regardless of its source; and – is not resident in the UK for UK tax purposes. The US federalincome tax consequences to a partner inan entity or arrangement treated as a partnership for US federal income tax purposes that holds ordinary shares or ADSs generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding any such equity interest should consult their own tax advisers. #### Material US Federal Income Tax Consequences Relating to the Ownership and Disposition of Ordinary #### Shares or ADSs The following is a discussion of the material US federal income tax consequences of the ownership and disposition by US holders of ordinary shares or ADSs. This discussion assumes that BAT is not, and will not become, a passive foreign investment company for US federal income taxpurposes, as described below. ADSs A US holder of ADSs, for US federal income tax purposes, generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for or from ADSs will not be subject to US federal income tax. Taxationof Dividends The gross amount of distributions on the ordinary shares or ADSs will be taxable as dividends to the extent paid out of BAT’s current or accumulated earnings and profits, as determined under US federal income tax principles. Such income will be includable in a US holder’s gross income as ordinary income on the day actually or constructively received by the US holder. Such dividends will be treated as foreign source income and will not be eligible for the dividends received deduction allowed to corporations under the US Tax Code. #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 357 With respect to non-corporate US investors, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that the Treasury determines to be satisfactory for these purposes and that includes an exchange of information provision. The Treasury has determined that the treaty between the United States and the United Kingdom meets these requirements, and BAT believes that it is eligible for the benefits of the treaty. However, non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as ‘investment income’ pursuant to Section 163(d)(4) of the US Tax Code will not be eligible for the reduced rates of taxation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. US holders should consult their own tax advisers regarding the application of these rules to their particular circumstances. The amount of any dividend paid by BAT in £ sterling (including any such amount in respect of ADSs that is converted into US dollars by the depositary bank) will equal the US dollar value of the £ sterling actually or constructively received, calculated by reference to the exchange rate in effect on the date the dividend is so received by the US holder, regardless of whether the £ sterling are converted into US dollars. If the £ sterling received as a dividend are converted into US dollars on the date received, the US holder generally will not be required to recognise foreign currency exchange gain or loss in respect of the dividend income. If the £ sterling received as a dividend are not converted into US dollars on the date of receipt, the US holder will have a basis in £ sterling equal to their US dollar value on the date of receipt. Any gain or loss realised on a subsequent conversion or other disposition of £ sterling will be treated as US source ordinary income or loss. US holders of ADSs should consult their own tax advisers regarding the application of these rules to the amount of any dividend paid by BAT in £ sterling that is converted into US dollars by the depositary bank. To the extent that the amount of any distribution exceeds BAT’s current and accumulated earnings and profits for a taxable year, as determined under US federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the US holder’s adjusted basis of the ordinary shares or ADSs, and to the extent the amount of the distribution exceeds the US holder’s tax basis, the excess will be taxed as capital gain recognised on a sale or exchange, as described below. BAT does not expect to determine earnings andprofits in accordancewith US federalincome tax principles. Therefore, notwithstanding theforegoing, USholders should expect that distributions generally will be reported as dividend income for US information reporting purposes. Distributions by BAT of additional ordinary shares (which may be distributed by the depositary bank to a holder of ADSs in the form of ADSs) to a US holder that is made as part of a pro rata distribution to all holders of ordinary shares and ADSs in respect of their ordinary shares or ADSs, and for which there is no option to receive other property (not including ADSs), generally will not be subject to US federal income tax. The basis of any new ordinary shares (or ADSs representing new ordinary shares) so received will be determined by allocating the US holder’s basis in the previously held ordinary shares or ADSs between the previously held ordinary shares or ADSs and the new ordinary shares or ADSs, based on their relative fair market values on the date of distribution. Passive foreigninvestment company A passive foreign investment company (“PFIC”), is any foreign corporation if, after the application of certain ‘look-through’ rules: (1)at least 75% of its gross income is ‘passive income’ as that term is defined in the relevant provisions of the US Tax Code; or (2) at least 50% ofthe average value of its assets produce ‘passive income’ or are held for the production of ‘passive income.’ The determination as to PFIC statusis made annually. BAT does not believe that it is, for US federal income tax purposes, a PFIC, and BAT expects to operate in such a manner so as not to become a PFIC. If, however, BAT is or becomes a PFIC, US holders could be subject to additional US federal income taxes on gain recognised with respect to the ordinary shares or ADSs and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules. Non-corporate US holders will not be eligible for reduced rates of taxation on any dividends received from BAT if it is a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year. BAT’s US counsel expresses no opinion with respect to BAT’s PFIC status. Taxationof capitalgains Upon a sale, exchange or other taxable disposition of ordinary shares or ADSs, a US holder will generally recognise capital gain or loss for US federal income tax purposes in an amount equal to the difference between the US dollar value of the amount realised on the disposition and the US holder’s adjusted tax basis in the ordinary shares or ADSs as determined in US dollars. Such gain or loss generally will be US source gain or loss, and will be long-term capital gain or loss if the US holder has held the ordinary shares or ADSs for more than one year. Certain non-corporate US holders may be eligible for preferential rates of US federal income tax in respect of net long-term capital gains. The deductibility of capital losses issubject to limitations. The amount realised on a sale, exchange or other taxable disposition of ordinary shares for an amount in foreign currency will be the US dollar value of that amount on the date of sale or disposition. On the settlement date, the US holder will recognise US source foreign currency exchange gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale, exchange or other disposition and the settlement date. However, in the case of ordinary shares traded on an established securities market that are sold by a cash-basis US holder (or an accrual- basis US holder that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no foreign currency exchange gain or loss will be recognised atthat time. A US holder’s tax basis in ordinary shares or ADSs will generally equal the US dollar cost of the ordinary shares or ADSs. The US dollar cost of ordinary shares purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase, or the settlement date for the purchase in the case of ordinary shares traded on an established securities market that are purchased by a cash-basis USholder (or an accrual-basis US holder that so elects). ![]() BAT Annual Report and Form 20-F 2021 358 #### Other Information #### Shareholder Taxation Information #### Continued Information with respect to foreign financial assets Individuals and certain entities that own ‘specified foreign financial assets’ with an aggregate value in excess of US$50,000 are generally required to file information reports with respect to such assets with their US federal income tax returns. Depending on the individual’s circumstances, higher threshold amounts mayapply.Specified foreignfinancial assets includeany financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (1) stocks and securities issued by non-US persons; (2) financial instruments and contracts held for investment that have non-US issuers or counterparties; and (3) interests in non-US entities. If a US holder is subject to this information reporting regime, the failure to file information reports may subject the US holder to penalties. US holders are urged to consult their own tax advisers regarding their obligations to file information reports with respect to ordinary shares or ADSs. Medicare net investment tax Certain persons who are individuals (other than non-resident aliens), estates or trusts are required to pay an additional 3.8% tax on the lesser of (1) their ‘net investment income’ (in the case of individuals) or ‘undistributed net investment income’ (in the case of estates and trusts) (which includes dividend income in respect of, and gain recognised on the disposition of, ordinary shares or ADSs) for the relevant taxable year; and (2)the excess of their modified adjusted gross income (in the case of individuals) or adjusted gross income (in the case of estates and trusts) for the taxable year over specified dollar amounts. US holders are urged to consult their tax advisers regarding the applicability of this provision totheir ownership of ordinary shares or ADSs. Credits ordeductions for UK taxes As indicated under ‘Material UK tax consequences’ below, dividends in respect of, and gains on the disposition of, ordinary shares or ADSs may be subject to UK taxation in certain circumstances. A US holder may be eligible to claim a credit or deduction in respect of UK taxes attributable to such income or gain for purposes of computing the US holder’s US federal income tax liability, subject to certain limitations. The US foreign tax credit rules are complex, and US holders should consult their own tax advisers regarding the availability of US foreign tax credits and the application of the US foreign tax credit rules to their particular situation. Information reporting and backup withholding Information reporting and backup withholding may apply to dividend payments and proceeds from the sale, exchange or other taxable disposition of ordinary shares or ADSs. Backup withholding will not apply, however, to a US holder that: (1) furnishes a correct taxpayer identification number (TIN), certifies that such holder is not subject to backup withholding on Internal Revenue Service Form W-9 (or appropriate successor form) and otherwise complies with all applicable requirements of the backup withholding rules; or (2) provides proof that such holder is otherwise exempt from backup withholding. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s US federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner. The Internal Revenue Service may impose a penalty upon any taxpayer that fails to provide the correct TIN. This summary of material US federal income tax consequences is not tax advice. The determination of the actual tax consequences for aUS holder willdepend onthe US holder’sspecific situation. US holdersof ordinary shares or ADSs, ineach case, should consult their own tax advisers as to the tax consequences of owning and disposing of ordinary shares or ADSs, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws. #### Material UK Tax Consequences The following paragraphs summarise material aspects of the UK tax treatment of US holders of ordinary shares or ADSs and do not purport to be either a complete analysis of all tax considerations relating to holding ordinary shares or ADSs or an analysis of the tax position of BAT. They are based on current UK legislation and what is understood to be current HMRC practice, both of which are subject to change, possibly with retrospective effect. The commentsare intended asa general guideand (otherwise than where expressly stated tothe contrary)apply only toUS holders of ordinary shares or ADSs (other than under a personal equity plan or individual savings account) and who are the absolute beneficial owners of such shares. These comments do not deal with certain types of shareholders such as charities, dealers in securities, persons holding or acquiring shares in the course of a trade, persons who have or could be treated for tax purposes as having acquired their ordinary shares or ADSs by reason of their employment, collective investment schemes, persons subject to UK tax on the remittance basis and insurance companies. You are encouraged toconsult an appropriateindependent professional tax adviser with respect to your tax position. Tax on chargeable gains as a result of disposals of ordinary shares or ADSs Subject to the below, US holders will not generally be subject to UK tax on chargeable gains on a disposal of ordinary shares or ADSs provided that they do not carry on a trade, profession or vocation in the United Kingdom through a branch, agency or permanent establishment in connection with which the ordinary shares or ADSs are held. A US holder who is an individual, who has ceased to be resident for tax purposes in the United Kingdom for a period of less than five years and who disposes of ordinary shares or ADSs during that period may be liable for UK tax on capital gains (in the absence of any available exemptions or reliefs). If applicable, the tax charge will arise in the tax year that the individual returns to the United Kingdom. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 359 Tax on dividends BAT is not required to withhold UK tax at source from dividends paid on ordinary shares or ADSs. US holders will not generally be subject to UK tax on dividends received from BAT provided that they do not carry on a trade, profession or vocation in the United Kingdom through a branch, agency or permanent establishment in connection with which the ordinary shares or ADSs are held. Stamp duty and stamp duty reserve tax (SDRT) Based on current published HMRC practice and recent case law, transfers of ADSs should not be subject to SDRT or stamp duty. The transfer of an underlying ordinary share to the ADS holder in exchange for the cancellation of an ADS should also not give rise to a stamp duty or SDRT charge. Transfers of ordinary shares outside of thedepositary bank, including the repurchase ofordinary shares byBAT,will generally besubject to stamp duty or SDRT at the rate of 0.5% of the amount or value of the consideration given, except as described above in connection with the cancellationof an ADS. Ifordinary shares areredepositedintoa clearance service or depositary system, the redeposit will attract stamp duty orSDRT at the higher rate of 1.5%. The purchaser or the transferee of the ordinary shares or ADSs will generally be responsible for paying any stamp duty or SDRT payable. Where stamp duty or SDRT is payable, it is payable regardless of the residence position of the purchaser. Inheritance tax A gift or settlement of ordinary shares or ADSs by, or on the death of, an individual shareholder may give rise to a liability to UK inheritance tax even if the shareholder is not a resident of, or domiciled in, the United Kingdom. A charge to inheritance tax may arise in certain circumstances where ordinary shares or ADSs are held by close companies and trustees of settlements. However, pursuant to the Estate and Gift Tax Treaty 1980 (the “Treaty”) entered into between the United Kingdom and the United States, a gift or settlement of ordinary shares or ADSs by shareholders who are domiciled in the United States for the purposes of the Treaty may be exempt from any liability to UK inheritance tax. ![]() BAT Annual Report and Form 20-F 2021 360 #### Share Capital Share capital Ordinary shares of 25p each 31December 2021 Issued ordinary shares (excludingtreasury shares) 2,294,687,571 Treasury shares 161,930,217 Total allotted and fully paid ordinary shares 1 2,456,617,788 Aggregate nominal value £m 614.2 Note: 1.Includes treasury shares and shares owned by employee share trusts. Authority to allot shares This authority (granted at the 2021 AGM) will expire at the 2022 AGM and provides the Company authority to allot relevant securities up to the amount representing two-thirds of the Company’s then issued ordinary share capital(excluding treasury shares),of whichapproximately one-third can only be allotted pursuant to a rights issue. Although the Directors have no present intention of exercising this authority, it provides them with an appropriate level of authority for on-going purposes and the Directors consider it appropriate to maintain the flexibility that this authority provides. #### Analyses of Shareholders Ordinary Shares At 31 December 2021, there was a total of 2,456,617,788 ordinary shares inissue held by 108,467shareholders. These shareholdings areanalysed as follows: (a) by listing as at 31 December 2021: Register Total number of shares Number of holders % of issued share capital UK 2,201,910,356 35,134 89.63 South Africa 254,707,432 69,124 10.37 Total 2,456,617,788 104,258 100.00 (b) by size of shareholding as at 31 December 2021: UK Register Number of holders % of UK ordinary share capital 1–1,999 30,072 0.58 2,000–9,999 3,650 0.63 10,000–199,999 1,011 2.38 200,000–499,999 138 2.04 500,000 and over 262 87.01 Treasury shares (UK) 1 7.36 Total 35,134 100.00 South Africa Register Number of holders % of SA ordinary share capital 1–1,999 63,837 6.44 2,000–9,999 3,557 5.69 10,000–199,999 1,592 25.43 200,000–499,999 78 9.89 500,000 and over 60 52.55 Total 69,124 100.00 Combined registers Number of holders % of issued ordinary share capital 1–1,999 93,909 1.19 2,000–9,999 7,207 1.15 10,000–199,999 2,603 4.77 200,000–499,999 216 2.85 500,000 and over 322 83.43 Treasury shares (UK) 1 6.61 Total 104,258 100.00 American Depositary Shares (ADSs) At 31 December 2021, there was a total of 247,266,515 ADSs outstanding held by 8,909 registered holders. The ADS register is analysed by size of shareholding as at 31 December 2021 as follows: Number of holders % of totalADSs 1–1,999 8,7210.69 2,000–9,999 1660.22 10,000–199,999 20 0.16 200,000–499,999 1 0.09 500,000 and over 1 1 98.84 Total 8,909 100.00 Note: 1.One registered holderof ADSs represents 513,342underlying shareholders. #### Security Ownership of Ordinary Shares As at 8 February 2022, there were 35,086 record holders of ordinary shares listed on the LSE (including Citibank as the depositary bank for the ADSs) and 2,196,967,436 of such ordinary shares outstanding. As at that date, to BAT’s knowledge, 299 record holders, representing 0.01% of the ordinary shares listed on the LSE, had a registered address in the US. As at 8 February 2022, there were 723 record holders of ordinary shares listed on the JSE (including PLC Nominees (Proprietary) Limited as the nominee for the dematerialised ordinary shares listed on the JSE) and 259,652,752 of suchordinarysharesoutstanding. As at such date, to BAT’s knowledge, no record holders of the ordinary shares listed on the JSE had a registered address in the US. As at 8 February 2022, based on information received from Citibank, there were 8,883 record holders of ADSs and 259,359,198 ADSs outstanding. As at that date, based on information receivedfrom Citibank, 8,820 record holders, representing 99.94% of ADSs representing ordinary shares, hadaregistered address in the US. #### Security Ownership – Major Shareholders At 31 December 2021, the following substantial interests (3% or more) in the Company’s ordinary share capital (voting securities) had been notified to the Company in accordance with Section 5.1.2 of the Disclosure Guidance and Transparency Rules (DTRs). Name Number of ordinary shares % of issued share capital 1 The CapitalGroup Companies, Inc. 2 251,653,679 10.96 Spring Mountain Investments Ltd. 3 187,023,731 8.15 BlackRock, Inc. 132,891,526 5.79 Notes: 1.The latest percentageof issued sharecapital excludes treasury shares. 2. Includes 18,902,551 ordinary shares represented by ADRs. 3. Includes 5,807,274 ordinary shares represented by ADRs. #### Share Capital and SecurityOwnership #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 361 On 25 January 2022, The Capital Group Companies, Inc. notified the Company that, on 24 January 2022, its interest in ordinary shares had decreased to 249,908,259 (10.89% of issued share capital), including 14,025,662 ordinary shares represented by ADRs. Its total voting rights interest increased to a total of 253,881,130 voting rights consisting of 249,908,259 ordinary shares and 3,972,871 of equivalent financial instrruments (rights to recall lent shares of Common Stock and rights to recall ADRs which represents 11.06% of the Company’s outstanding shares). On 26 January 2022, The Capital Group Companies, Inc. notified the Company that, on 25 January 2022, its interest in ordinary shares had increased to 253,762,060 (11.06% of issued share capital) including 13,652,301 ordinary shares represented by ADRs. Its total voting rights interest increased to a total of 258,127,131 voting rights consisting of 253,762,060 ordinary shares and 4,365,071 of equivalent financial instruments (rights to recall lent shares of Common Stock and rights to recall ADRs which represents 11.25% of the Company’s outstanding shares). All shares heldby thesignificant shareholders represent the Company’s ordinary shares. These significantshareholders haveno special voting rights compared with other holders of the Company’s ordinary shares. #### Additional Significant Shareholding Disclosure Portfolio Services Ltd filed with the SEC a statement on Schedule 13G under the Exchange Act on 22 January 2021 disclosing that as of 31 December 2020 Kenneth B. Dart, who is the beneficial owner of all the outstanding shares of Portfolio Services Ltd., beneficially owned 114,819,555 ordinary shares representing 5.0% of the Company’s ordinary shares outstanding as of 31 December 2020. BlackRock, Inc. filed with the SEC an amendment to Schedule 13G under the Exchange Act on 3 February 2022 disclosing that as of 31 December2021 itbeneficially owned 184,921,039 ordinary shares representing 8.1% ofthe Company’s ordinary sharesoutstanding as of 31 December 2021. BlackRock, Inc. filed with the SEC a statement on Schedule 13G under the Exchange Act on 29 January 2021 disclosing that as of 31 December 2020 it beneficially owned 178,392,857 ordinary shares representing 7.8% of the Company’s ordinary shares outstanding as of 31 December 2020. BlackRock, Inc. filed with the SEC an amendment to Schedule 13G under the Exchange Act on 7 February 2020 disclosing that as of 31 December 2019 it beneficially owned 170,313,722 ordinary shares representing 7.4% of the Company’s ordinary shares outstanding as of 31 December 2019. Capital Research Global Investors, a divisionof Capital Research and ManagementCompany, filedwith theSEC an amendment to Schedule 13G under the Exchange Act on 16 February 2021 disclosing that as of 31 December 2020 it beneficially owned 42,749,672 ordinary shares representing 1.9% of the Company’s ordinary shares outstanding as of 31 December 2020. Capital International Investors, a division of Capital Research and Management Company, filed with the SEC a statement on Schedule 13G under the Exchange Act on 16 February 2021, disclosing that as of 31 December 2020 it beneficially owned 122,341,746 ordinary shares representing 5.3% of the Company’s ordinary shares outstanding as of 31 December 2020. Capital Research Global Investors, a division of Capital Research and Management Company, filed with the SEC an amendment to Schedule 13G under the Exchange Act on 14 February 2020 disclosing that as of 31 December 2019 it beneficially owned 120,959,021 ordinary shares representing 5.2% of the Company’s ordinary shares outstanding as of 31 December 2019. The notifications regarding the holdings by The Capital Group Companies, Inc., listed below, indicate that Capital Research and Management Company is part of a chain of controlled undertakings with The Capital Group Companies, Inc. In accordance with the DTRs, shareholders must notify the Company if their shareholding reaches, exceeds or falls below 3% of total voting rights and each 1% threshold thereafter. The notifications received by the Company during the past three years to the best of the Company’s knowledge are set out below. The Capital Group Companies, Inc. notified the Company on: 8 March 2019 that its interest had increased above 11% to 253,390,697 ordinary shares on 7 March 2019; 11 April 2019 that its interest had decreased below 11% to 252,158,534 ordinary shares on 10 April 2019; 15 April 2019 that its interest had increased above 11% to 252,776,216 ordinary shares on 11 April 2019; 16 April 2019 that its interest had decreased below 11% to 251,780,072 ordinary shares on 15 April 2019; 19 November 2019 that its interest had increased above 11% to 253,543,406 ordinary shares on 18 November 2019; 6 January 2020 that its interest had increased above 12% to 275,376,579 ordinary shares on 3 January 2020; 26 March 2020 that its interest had decreased below 12% to 274,639,101 ordinary shares on 25 March 2020; 8 April that its interest had increased above 12% to 276,394,237 ordinary shares on 7 April 2020; 22 July 2020 that its interest had decreased below 12% to 243,800,405 ordinary shares on 20 July 2020; 6 August 2020 that its interest had decreased below 11% to 246,222,696 ordinary shares on 4 August 2020; 1 October 2020 that its interest had increased above 11% to 256,821,004 ordinary shares on 29 September 2020; 29 March 2021 that its interest had decreased to 252,372,180 ordinary shares on 26 March 2021; 20 April 2021 that its interest had increased above 11% to 253,881,408 ordinary shares on 19 April 2021; and 15 October 2021 that its interest had decreased below 11% to 251,829,230 ordinary shares on 14 October 2021. Spring Mountain Investments Ltd notified the Company on: 22 October 2020 that its interest had increased above the notifiable threshold of 3% to 69,295,724 ordinary shares on 20 October 2020; 11 December 2020 that its interest had increased above 4% to 92,462,558 ordinary shares on 9 December 2020; 14 January 2021 that its interest had increased above 5% to 115,596,737 ordinary shares on 12 January 2021; 19 February 2021 that its interest had increased above 6% to 138,342,092 ordinary shares on 23 February 2021; 22 April 2021 that its interest had increased above 7% to 161,977,731 ordinary shares on 20 April 2021; 17 August 2021 that its interest had increased above 8% to 184,360,731 ordinary shares on 16 August 2021; and 12 November 2021 that its interest had increased to 187,023,731 ordinary shares on 11 November 2021. To the extent known by BAT, BAT is not directly or indirectly owned or controlled by another corporation, any foreign government or by any other natural or legal person, severally or jointly. BAT is not aware of any arrangements, the operation of which may at a subsequent date result ina change of control of the Group. #### Security Ownership of the Board of Directors and the Management Board The following table presents information regarding the total amount of ordinary shares beneficially owned (outright, by their family or by connected persons) by each current Director of BAT, each member of the Management Board and all Directors and the Management Board as a group, as of 9 February 2022. Unless otherwise indicated, the address for each Director and member of the Management Board listed is: c/oBritish American Tobacco p.l.c., Globe House, 4 Temple Place, London, WC2R 2PG, United Kingdom. The address for Michael Dijanosic is Level30, Three Pacific Place, 1Queen’s Road East, Hong Kong. The address for Guy Meldrum is 401 North Main Street, Winston-Salem, NC27101, United States of America. ![]() BAT Annual Report and Form 20-F 2021 362 #### Share Capital and SecurityOwnership #### Continued #### Other Information Number of Ordinary Shares Percentage of Class 10 Directors Luc Jobin 1 90,236 0.0039 JackBowles 2,3 239,214 0.0104 Tadeu Marroco 2,3,4 78,136 0.0034 Sue Farr –– KarenGuerra 5,000 0.0002 Dr Marion Helmes 4,500 0.0002 Holly Keller Koeppel 5 –– Savio Kwan 8,2380.0004 Dimitri Panayotopoulos 3,300 0.0001 DarrellThomas 1 2,600 0.0001 Management Board Jerome Abelman 6,7,8 102,664 0.0045 Marina Bellini 6 2,551 0.0001 Luciano Comin 6,7,8 30,523 0.0013 Michael Dijanosic 6,7,8 28,876 0.0013 Zafar Khan 6,7,8 415 0.0000 Hae In Kim 6,7,8] 18,2940.0008 PaulLageweg 6,7,8,9 150,447 0.0066 Guy Meldrum 6,7,8 25,299 0.0011 David O’Reilly 6,7,8 77,822 0.0034 Johan Vandermeulen 6,7,8 77,506 0.0034 Kingsley Wheaton 6,7,8 61,992 0.0027 All Directors and Management Board as a group (21 persons) 1,007,613 0.0260 Notes: 1. The ordinary shares beneficially owned by Mr Jobin and Mr Thomas are represented by ADSs, each of which represents one ordinary share. 2. The number of ordinary shares beneficially owned by the Executive Directors include ordinary shares awarded and required to be held for a period of at least three years in a UK-based trust under the SIP. Ordinary shares cannot be sold or transferred out of the trust until the end of the three-year holding period. The amounts next to the corresponding Executive Director include the following ordinary shares held in the trust under the SIP: (a) 822 ordinary shares for Mr Bowles, of which 451 have been held for less than three years; (b) 1,347 ordinary shares for Mr Marroco, of which 529 have been held for less than three years. In all cases, the beneficial owner of ordinary shares under the SIP may direct the trust to exercise its voting rights in accordance with his instructions. See footnote (5)to the tablebelow under theheading ‘Outstanding Share-based Awards andOptions-basedAwardsof the Boardof Directorsand theManagement Board’ foradditionaldetailsregarding theSIP and theordinary sharesheld thereunder. 3. The number of ordinary shares beneficially owned by the Executive Directors include the following number of awards of restricted ordinary shares granted under the DSBS that are scheduled to vest within 60 days of 9 February 2022: (a) 26,192 ordinary shares for Mr Bowles; (b) 13,233 ordinary shares for Mr Marroco. Until awards of ordinary shares under the DSBS vest, they are held in trust and the recipient of such award does not have the ability to transfer, sell or direct the voting of the applicable ordinary shares. See footnote (4) to the table below under the heading ‘Outstanding Share- based Awards andOptions-basedAwardsof the Boardof Directorsand theManagement Board’ foradditional detailsregarding theDSBS. 4.The number of ordinary shares beneficially owned by Mr Marroco includes 36,057 options granted under the LTIP that are scheduled to vest and may be exercised within 60 days of 9 February 2022. Each option is convertible into one ordinary share upon exercise. See footnote (1) to the table below under the heading ‘Outstanding Share-based Awards and Options-based Awards of the Board of Directorsand theManagement Board’for additional detailsregardingthe LTIP. 5. Ms Koeppel, being a former director of Reynolds American Inc. and a participant in the Deferred Compensation Plan for Directors of Reynolds American Inc. (DCP), holds DSUs which were granted prior to becoming a Director of BAT. Each DSU entitles the holder to receive a cash payment upon ceasing to be a Director equal to the value of one BAT ADS. The number of DSUs increases on each dividend date by reference to the value of dividends declared on the ADSs underlying the DSUs. Ms Koeppel currently holds 26,660.09 DSUs. 6. The number of ordinary shares beneficially owned by the members of the Management Board include ordinary shares awarded and required to be held for a period of at least three years in a UK-based trust under the SIP. Ordinary shares cannot be sold or transferred out of the trust until the end of the three-year holding period. The amounts next to the corresponding Management Board member include the following ordinary shares held in the trust under the SIP: (a) 1,159 ordinary shares for Mr Abelman, of which 498 have been held for less than three years; (b) 551 ordinary shares for Ms Bellini, of which 371 have been held for less than three years; (c) 1,199 ordinary shares for Mr Comin, of which 502 have been held for less than three years; (d)30ordinary shares for Mr Dijanosic, all of which 30 have been held for less than three years; (e) 359ordinary shares for Mr Khan, all of which 207 have been held for less than three years; (f) 460 ordinary shares for Ms Kim, all of which 387 have been held for less than three years; (g) 601 ordinary shares for Mr Lageweg, 382 of which have been held for less than three years; (h) 400 ordinary shares for Mr Meldrum, 329 of which have been held for less than three years; (i) 2,517 ordinary shares for Dr O’Reilly, of which 760 have been held for less than three years; (j) 1,162 ordinary shares for Mr Vandermeulen, of which 492 have been held for less than three years; and (k) 1,278 ordinary shares for Mr Wheaton, of which 535 have been held for less than three years. In all cases, the beneficial owner of ordinary shares under the SIP may direct the trust to exercise its voting rights in accordance with their instructions. See footnote (5) to the table below under the heading ‘Outstanding Share-based Awards and Options-based Awards of the Board of Directorsand theManagement Board’for additional detailsregardingthe SIPand theordinary shares heldthereunder. 7.The number of ordinary shares beneficially owned by the members of the Management Board include the following number of options granted under the LTIP that are scheduled to vest and may be exercised within 60 days of 9 February 2022: (a) 37,560 options under the LTIP for Mr Abelman; (b) 29,296 options under the LTIP for Ms Bellini; (c) 31,550 options under the LTIP for Mr Comin; (d) 8,862 options under the LTIP for Mr Khan; (e) 30,048 options under the LTIP for Ms Kim; (f) 29,296 options under the LTIP for Mr Lageweg; (g) 31,550 options under the LTIP for Mr Meldrum; (h) 30,048 options under the LTIP for Dr O’Reilly; (i) 8,299 options under the LTIP for Mr Dijanosic; (j) 39,438 options under the LTIP for Mr Vandermeulen; (k) 43,194 options under the LTIP for Mr Wheaton. Each option is convertible into one ordinary share upon exercise. See footnote (1) to the table below under the heading ‘Outstanding Share-based Awards and Options-based Awards of the Board of Directors and the ManagementBoard’ foradditionaldetails regarding theLTIP. 8. The number of ordinary shares beneficially owned by the members of the Management Board include the following number of awards of restricted ordinary shares granted under the DSBS that are scheduled to vest within 60 days of 9 February 2022: (a) 13,785 ordinary shares for Mr Abelman; (b) 5,084 ordinary shares for Mr Comin; (c) 2,981 ordinary shares for Mr Khan; (d) 3,798 ordinary shares for Ms Kim; (e) 5,265 ordinary shares for Mr Lageweg; (f) 5,651 ordinary shares for Mr Meldrum; (g) 11,028 ordinary shares for Dr O’Reilly; (h) 2,827 ordinary shares for Mr Dijanosic; (i) 13,785 ordinary shares for Mr Vandermeulen; (j) 13,785 ordinary shares for Mr Wheaton; and (k) 5,525 ordinary shares for Ms Bellini. Until awards of ordinary shares under the DSBS vest, they are held in trust and the recipient of such award does not have the ability to transfer, sell or direct the voting of the applicable ordinary shares. See footnote (4) to the table below under the heading ‘Outstanding Share-based Awards and Options-based Awards of the Board of Directors and the Management Board’ for additional details regarding the DSBS. 9.The number of ordinary shares beneficially owned by Mr Lageweg includes 109,558 ADSs, each of which represents one ordinary share. 10.The information in this column is based on 2,294,690,625 ordinary shares outstanding (excluding treasury shares) as of 9 February 2022. Any securities not outstanding subject to options, warrants, rights or conversion privileges that give the beneficial owner the right to acquire the securities within 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person. ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 363 Outstanding Share-Based Awards and Options-Based Awards of the Board of Directors and #### the Management Board The following table presents information regarding the options and the restricted share awards held by the Directors and the Management Board as of 9 February 2022. The following Directors (being the Chairman and the Non-Executive Directors) have not been granted share-based Awards or Options-based Awards over ordinary shares: Mr Jobin, Ms Farr, Ms Guerra, Dr Helmes, Ms Koeppel, MrKwan, MrPanayotopoulos and Mr Thomas. Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Directors Jack Bowles LTIP 1 176,532 28 Mar 2019 0.00 33.28 – 28 Mar 2024 – 27 Mar 2029 223,129 30 Mar 2020 0.00 26.33 – 30 Mar 2025 – 29 Mar 2030 230,314 29 Mar 2021 0.00 27.94 – 29 Mar 2026 – 28 Mar 2031 Total Options 3 629,975 DSBS 4 – 28 Mar 2019 –– 26,192 28 Mar 2022 – 30 Mar 2020 –– 53,618 30 Mar 2023 – 29 Mar 2021 –– 40,052 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 ––6 8 May 2022 – 8 Aug 2019 ––8 8 Aug 2022 – 14 Nov 2019 ––9 14 Nov 2022 – 6 Feb2020 ––7 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 ––9 13 May 2023 – 19Aug2020 –– 13 19 Aug 2023 – 12Nov2020 –– 12 12 Nov 2023 – 5 Feb 2021 –– 13 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 –– 13 12 May 2024 – 20 Aug 2021 –– 16 20 Aug 2024 – 11 Nov 2021 –– 16 11 Nov 2024 Total Restricted Share Awards 6 120,313 ![]() BAT Annual Report and Form 20-F 2021 364 #### Share Capital and SecurityOwnership #### Continued #### Other Information Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Tadeu Marroco LTIP 1 36,057 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 113,938 30 Mar 2020 0.00 26.33 – 30 Mar 2025 – 29 Mar 2030 115,017 29 Mar 2021 0.00 27.94 – 29 Mar 2026 – 28 Mar 2031 Sharesave 2 624 30 Mar 2020 24.01 26.35 – 1 May 2025 – 31 Oct 2025 Total Options 3 265,636 DSBS 4 – 28 Mar 2019 –– 13,233 28 Mar 2022 – 30 Mar 2020 –– 24,388 30 Mar 2023 – 29 Mar 2021 –– 18,727 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 –– 11 8 May 2022 – 8 Aug 2019 –– 13 8 Aug 2022 – 14 Nov 2019 –– 14 14 Nov 2022 – 6 Feb2020 –– 12 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 –– 14 13 May 2023 – 19Aug2020 –– 21 19 Aug 2023 – 12Nov2020 –– 20 12 Nov 2023 – 5 Feb 2021 –– 21 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 14 May 2021 –– 22 14 May 2024 – 20 Aug 2021 –– 25 20Aug 2024 – 11 Nov 2021 –– 27 11 Nov 2024 Total Restricted Share Awards 6 56,877 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 365 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Management Board Jerome Abelman LTIP 1 37,560 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 40,676 30 Mar 2020 0.00 26.33 – 30 Mar 2023 – 29 Mar 2030 38,715 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 10,653 30 Mar 2020 0.00 26.33 – 30 Mar 2023 10,139 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 137,743 DSBS 4 – 28 Mar 2019 –– 13,785 28 Mar 2022 – 30 Mar 2020 –– 15,824 30 Mar 2023 – 29 Mar 2021 –– 11,114 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 ––9 8 May 2022 – 8 Aug 2019 –– 10 8 Aug 2022 – 14 Nov 2019 –– 11 14 Nov 2022 – 6 Feb2020 –– 10 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 –– 12 13 May2023 – 19Aug2020 –– 18 19 Aug 2023 – 12Nov2020 –– 17 12 Nov 2023 – 5 Feb 2021 –– 18 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May2021 –– 18 12May2024 – 20 Aug 2021 –– 22 20Aug2024 – 11 Nov 2021 –– 24 11 Nov 2024 Total Restricted Share Awards 6 41,221 ![]() BAT Annual Report and Form 20-F 2021 366 #### Share Capital and SecurityOwnership #### Continued #### Other Information Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Marina Bellini LTIP 1 29,296 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 31,105 30Mar 2020 0.00 26.33 – 30 Mar 2023 – 29 Mar 2030 39,835 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 8,146 30 Mar 2020 0.00 26.33 – 30 Mar 2023 10,433 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Sharesave 2 785 28 Mar 2019 22.91 28.63 – 1 May 2022 – 31 Oct 2022 Total Options 3 119,600 DSBS 4 – 28 Mar 2019 –– 5,525 28 Mar 2022 – 30 Mar 2020 –– 12,101 30 Mar 2023 – 29 Mar 2021 –– 10,711 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 99 1 Apr 2022 – 8 Aug 2019 ––1 8 Aug 2022 – 14 Nov 2019 ––3 14 Nov 2022 – 6 Feb2020 ––2 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 ––2 13 May 2023 – 19Aug2020 ––7 19 Aug 2023 – 12Nov2020 ––6 12 Nov 2023 – 5 Feb 2021 ––7 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 ––7 14 May 2024 – 20 Aug 2021 –– 10 20 Aug 2024 – 11Nov2021 –– 10 11 Nov 2024 Total Restricted Share Awards 6 28,708 ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 367 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Luciano Comin LTIP 1 31,550 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 5,299 30 Mar 2020 0.00 25.52 – 30 Mar 2023 – 29 Mar 2030 36,077 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 8,773 30Mar 2020 0.00 26.33 – 30 Mar 2023 9,448 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 91,147 DSBS 4 – 28 Mar 2019 –– 5,084 28 Mar 2022 – 30 Mar2020 –– 13,032 30 Mar 2023 – 29 Mar 2021 –– 10,059 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 ––9 8 May 2022 – 8 Aug 2019 –– 11 8 Aug 2022 – 14 Nov 2019 –– 12 14Nov 2022 – 6Feb 2020 –– 10 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May2020 –– 13 13 May 2023 – 19 Aug 2020 –– 18 19 Aug 2023 – 12Nov 2020 –– 17 12 Nov 2023 – 5 Feb 2021 –– 18 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 –– 19 14 May 2024 – 20Aug2021 –– 22 20 Aug 2024 – 11Nov2021 –– 24 11 Nov 2024 Total Restricted Share Awards 6 28,677 Michael Dijanosic LTIP 1 8,299 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 7,739 30 Mar 2020 0.00 26.33 – 30 Mar 2023 – 29 Mar 2030 31,567 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 2,149 30 Mar2020 0.00 26.33 – 30 Mar 2023 8,267 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 58,021 DSBS 4 – 28 Mar 2019 –– 2,827 28 Mar 2022 – 30 Mar2020 –– 2,746 30 Mar 2023 – 29 Mar 2021 –– 4,873 29 Mar 2024 SIP 5 – 1 Apr 2021 –– 30 1 Apr 2024 Total Restricted Share Awards 6 10,476 ![]() BAT Annual Report and Form 20-F 2021 368 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Zafar Khan LTIP 1 8,862 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 8,855 30 Mar2020 0.00 25.52 – 30 Mar 2023 – 29 Mar 2030 31,567 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 2,459 30Mar 2020 0.00 26.33 – 30 Mar 2023 8,043 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 59,786 DSBS 4 – 28 Mar 2019 –– 2,981 28 Mar 2022 – 30 Mar2020 –– 3,062 30 Mar 2023 – 29 Mar 2021 –– 2,992 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 1 Apr 2021 –– 92 1 Apr 2024 – 20Aug2021 ––1 20Aug 2024 – 11 Nov 2021 ––2 11 Nov 2024 Total Restricted Share Awards 6 9,242 Hae In Kim LTIP 1 30,048 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 2,802 6 Apr 2020 0.00 29.50 – 6 Apr 2023 – 5 Apr 2030 35,325 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 8,355 30 Mar2020 0.00 26.33 – 30 Mar 2023 9,251 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 85,781 DSBS 4 – 28 Mar 2019 –– 3,798 28 Mar 2022 – 30 Mar2020 –– 12,411 30 Mar 2023 – 29 Mar 2021 –– 9,789 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 ––1 8 May 2022 – 8 Aug 2019 ––3 8 Aug 2022 – 14 Nov 2019 ––4 14Nov 2022 – 6Feb 2020 ––3 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May2020 ––3 13 May2023 – 19 Aug 2020 ––7 19 Aug 2023 – 12Nov 2020 ––6 12 Nov 2023 – 5 Feb 2021 ––6 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 ––7 14 May 2024 – 20Aug2021 ––9 20 Aug 2024 – 11Nov2021 ––9 11 Nov 2024 Total Restricted Share Awards 6 26,385 #### Share Capital and SecurityOwnership #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 369 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Paul Lageweg LTIP 1 29,296 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 31,105 30Mar 2020 0.00 26.33 – 30 Mar 2023 – 29 Mar 2030 36,159 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 8,146 30 Mar 2020 0.00 26.33 – 30 Mar 2023 9,470 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Sharesave 2 1,309 28 Mar 2019 22.91 28.63 – 1 May 2024 – 31 Oct 2024 Total Options 3 115,485 DSBS 4 – 28 Mar 2019 –– 5,265 28 Mar 2022 – 30 Mar 2020 –– 12,101 30 Mar 2023 – 29 Mar 2021 –– 9,580 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 ––1 8 May 2022 – 8 Aug 2019 ––2 8 Aug 2022 – 14 Nov 2019 ––3 14 Nov 2022 – 6 Feb2020 ––2 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 ––3 13 May 2023 – 19Aug2020 ––6 19 Aug 2023 – 12Nov2020 ––5 12 Nov 2023 – 5 Feb 2021 ––6 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 ––6 14 May 2024 – 20 Aug 2021 ––9 20 Aug 2024 – 11Nov2021 –– 10 11 Nov 2024 Total Restricted Share Awards 6 27,328 Guy Meldrum LTIP 1 31,550 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 5,633 12Aug2020 0.00 26.36 – 12 Aug 2023 – 11 Aug 2030 43,593 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 8,773 30 Mar 2020 0.00 26.33 – 30 Mar 2023 11,417 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 100,966 DSBS 4 – 28 Mar 2019 –– 5,651 28 Mar 2022 – 30 Mar 2020 –– 13,032 30 Mar 2023 – 29 Mar 2021 –– 10,780 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 1 Apr 2020 –– 125 1 Apr 2023 – 1 Apr 2021 –– 92 1 Apr 2024 Total Restricted Share Awards 6 29,792 ![]() BAT Annual Report and Form 20-F 2021 370 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Dr David O’Reilly LTIP 1 30,048 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 12,354 2Apr 2020 0.00 25.52 – 2 Apr 2023 – 1 Apr 2030 31,282 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 8,522 30Mar 2020 0.00 26.33 – 30 Mar 2023 8,192 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 90,398 DSBS 4 – 28 Mar 2019 –– 11,028 28 Mar 2022 – 30 Mar 2020 –– 12,659 30 Mar 2023 – 29 Mar 2021 –– 8,958 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 –– 31 8 May 2022 – 8 Aug 2019 –– 32 8 Aug 2022 – 14 Nov 2019 –– 33 14 Nov 2022 – 6 Feb2020 –– 29 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 –– 34 13 May 2023 – 19Aug2020 –– 44 19 Aug 2023 – 12Nov2020 –– 42 12 Nov 2023 – 5 Feb 2021 –– 43 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 –– 44 14 May 2024 – 20 Aug 2021 –– 48 20 Aug 2024 – 11Nov2021 –– 51 11 Nov 2024 Total Restricted Share Awards 6 33,405 #### Share Capital and SecurityOwnership #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 371 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) Johan Vandermeulen LTIP 1 39,438 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 41,872 30Mar 2020 0.00 26.33 – 30 Mar 2023 – 29 Mar 2030 40,662 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 10,966 30 Mar 2020 0.00 26.33 – 30 Mar 2023 10,649 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Total Options 3 143,587 DSBS 4 – 28 Mar 2019 –– 13,785 28 Mar 2022 – 30 Mar 2020 –– 16,290 30 Mar 2023 – 29 Mar 2021 –– 11,615 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 ––8 8 May 2022 – 8 Aug 2019 –– 10 8 Aug 2022 – 14 Nov 2019 –– 11 14 Nov 2022 – 6 Feb2020 –– 10 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 –– 11 13 May 2023 – 19Aug2020 –– 18 19 Aug 2023 – 12Nov2020 –– 16 12 Nov 2023 – 5 Feb 2021 –– 17 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 –– 18 14 May 2024 – 20 Aug 2021 –– 21 20 Aug2024 – 11Nov2021 –– 23 11 Nov 2024 Total Restricted Share Awards 6 42,182 ![]() BAT Annual Report and Form 20-F 2021 372 Number of Options Held Date of Grant/Award Options Exercise Price £ Market Price at Date of Grant of Option £ Number of Shares Awarded Exercisable (LTIP/Sharesave) Vesting (DSBS/SIP) KingsleyWheaton LTIP 1 43,194 28 Mar 2019 0.00 33.28 – 28 Mar 2022 – 27 Mar 2029 46,777 30Mar 2020 0.00 26.33 – 30 Mar 2023 – 29 Mar 2030 48,578 29 Mar 2021 0.00 27.94 – 29 Mar 2024 – 28 Mar 2031 RestrictedSharePlan 7 12,251 30 Mar 2020 0.00 26.33 – 30 Mar 2023 12,722 29 Mar 2021 0.00 27.94 – 29 Mar 2024 Sharesave 2 1,309 28 Mar 2019 22.91 28.63 – 1 May 2024 – 31 Oct 2024 Total Options 3 164,831 DSBS 4 – 28 Mar 2019 –– 13,785 28 Mar 2022 – 30 Mar 2020 –– 18,198 30 Mar 2023 – 29 Mar 2021 –– 13,454 29 Mar 2024 SIP 5 – 1 Apr 2019 –– 112 1 Apr 2022 – 8 May 2019 –– 13 8 May 2022 – 8 Aug 2019 –– 14 8 Aug 2022 – 14 Nov 2019 –– 16 14 Nov 2022 – 6 Feb2020 –– 13 6 Feb 2023 – 1 Apr 2020 –– 125 1 Apr 2023 – 13 May 2020 –– 15 13 May2023 – 19Aug2020 –– 22 19 Aug 2023 – 12Nov2020 –– 20 12 Nov 2023 – 5 Feb 2021 –– 22 5 Feb 2024 – 1 Apr 2021 –– 92 1 Apr 2024 – 12 May 2021 –– 21 14 May 2024 – 20 Aug 2021 –– 24 20 Aug 2024 – 11Nov2021 –– 26 11 Nov 2024 Total Restricted Share Awards 6 45,972 Notes: Options 1.LTIP: grants or awards of ordinary shares under the LTIP are for nil consideration. The number of options shown is the maximum that may be exercised subject to the completion of the applicable performance period and conditions under the rules of the LTIP. The number of options which may vest and become exercisable may be less than the number of ordinary shares shown in the table. 2. Sharesave Scheme: grants of options under the Sharesave Scheme are: (a) normally granted at a discount of 20% to the market price of ordinary shares at the time of invitation, as permitted by the rulesofthe Sharesave Scheme; and (b) are exercisable at the end of a three-year or five-year savings contract up to a monthly limit of £500. 3. Each of the LTIP and Sharesave Scheme contains provisions which permit the Board of Directors or a duly authorised committee of the Board of Directors to establish further plans for the benefit of overseas employees based on the relevant share plan but modified as necessary or desirable to take account of overseas tax, exchange control or applicable securities laws. Any new ordinary shares issued under such plans would not count towards any applicable plan limits under the LTIP or the Sharesave Scheme. RestrictedShare Awards 4.DSBS: a portion of annual bonus is deferred into a grant of ordinary shares which vests after a three year period. No further performance conditions apply in that period. Participants have no ownership over the shares until vesting and the shares carry no rights to vote in that period. Dividend equivalent payments are paid quarterly during the vesting period. 5. SIP: the SIP is an all-employee plan which includes the SRS under which eligible employees receive an award of ordinary shares (Free Shares) in April of each year in which the plan operates in respect of performance in the previous financial year. The Free Shares are held in a UK-based trust from the date of the award for a minimum period of three years. During that time the SIP participant is entitled to receive dividends on those ordinary shares which are re-invested by such trust to buy further ordinary shares (Dividend Shares) on behalf of the SIP participant. The Dividend Shares are also held in the trust from the date of acquisition for a minimum period of three years. During the three-year holding periods, the SIP participant may not remove the Free Shares or the Dividend Shares from the trust, but may direct the trust to exercise its voting rights in accordance with his or her instructions. In addition to the Free Shares and Dividend Shares, participants in the SIP are also eligible to purchase additional ordinary shares from their pre-tax salary up to an annual statutory limit (Partnership Shares). The SIP also provides that BAT has the right to offer additional ordinary shares to a participant at no cost for each Partnership Share the participant purchases, at a ratio of two such ordinary shares for each Partnership Share purchased (Matching Shares). BAT does not currently provide any Matching Shares. 6.BAT has established similar plans to the SIP for non-UK employees and specific plans for employees in Germany, Belgium and the Netherlands. Each of these plans has been modified to take account ofoverseas tax, exchange control and applicable securities laws. 7.Restricted Share Plan: grant of ordinary shares which vests after a three year period. No performance conditions apply in that period. Participants have no ownership over the shares until vesting and the shares carry no rights to vote in that period. Dividend equivalent payments are paid on shares vesting. #### Share Capital and SecurityOwnership #### Continued #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 373 The Company is incorporated under the name of British American Tobacco p.l.c. and is registered in England and Wales under registered number 3407696. Under the Companies Act 2006 (the “Companies Act”), the Company’s objects are unrestricted. The following descriptions summarise certain provisions of the Company’s current Articles of Association (the “Articles”) (as adopted by special resolution at the AGM on 28April 2010), applicable English and Welsh law and the Companies Act. This summary is qualified in its entirety by reference to the Companies Act and the Articles, available on bat.com. The Articles may be altered or added to, or completely new articles may be adopted, by a special resolution of the shareholders of the Company, subject to the provisions of the Companies Act. Share capital – structure Ordinary shares – all of the Company’s ordinary shares are fully paid – no further contribution of capital may be required by the Company from the holders of such shares Alteration of share capital – the Company by ordinary resolution may: – consolidate and divide all or any of its shares into shares of a larger amount than its existing shares – divide or sub-divide any of its shares into shares of smaller amount than its existing shares – determine that, as between the shares resulting from such a sub-division, any of them may have any preference or advantage as compared with the others Alteration of share capital – the Company, subject to the provisions of the Companies Act, may: – reduce its share capital,its capital redemptionreserveand any share premiumaccountin anyway – purchase its own shares, including redeemable shares, and may hold such shares as treasury shares or cancel them Dividend rights – shareholders may, by ordinary resolution, declare dividends but not in excess of the amount recommended by the Directors – the Directors may pay interim dividends out of distributable profits – no dividend shall be paid otherwise than out of the profits available for distribution as specified under the provisions of the Companies Act – the Directors may, with the authority of an ordinary resolution of the shareholders, pay scrip dividends or satisfy the payment of a dividend bythe distribution of specific assets – unclaimed dividends for a period of 12 years may be forfeited and cease to be owed by the Company – specific provisions enable the Directors to elect to pay dividends by bank or electronic transfer only Share capital – voting rights Votingat general meetings – by a show of hands, unless a poll is demanded, and on a show of hands, every shareholder who is present in person at a general meeting has one vote regardless of the number of shares held by that shareholder – every proxy appointed by a shareholder and present at a general meeting has one vote except that if the proxy has been duly appointed by more than one shareholder entitled to vote on the resolution and is instructed by one or more of those shareholders to vote for the resolution and by one or more others to vote against it, or is instructed by one or more of those shareholders to vote in one way and is given discretion as to how to vote by one or more others (and wishes to use that discretion to vote in the other way), he has one vote for and one vote against the resolution – on a poll, every shareholder who is present in person or by proxy has one vote for every share held by the shareholder – a shareholder (or his duly appointed proxy) entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way – a poll may be demanded by any of the following: (1)the Chairman of the meeting; (2)the Directors; (3)not less than five shareholders having the right to vote at the meeting; (4)a shareholder or shareholders representing not less than one-tenth of the total voting rights of all shareholders having the right to vote atthe meeting (excluding any voting rights attached to treasury shares); or (5)a shareholder or shareholders holding shares which confer a right to vote on the resolution at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right (excluding any voting rights attached to treasury shares) Matters transacted at general meetings – ordinary resolutions can include resolutions for the appointment, reappointment and removal of Directors, the receiving of the Annual Report, the declaration of final dividends, the appointment and reappointment of the external auditor, the authority for the Company topurchase its own shares and the grant of authority to allot shares – an ordinary resolution is passed when a simple majority of the votes cast at a meeting at which there is a quorum vote in favour of the resolution – special resolutions can include resolutions amending the Company’s Articles and resolutions relating to certain matters concerning awinding-up of the Company – a special resolution is passed when not less than three-quarters of the votes cast at a meeting at which there is a quorum vote in favour ofthe resolution – quorum for a meeting of the Company is a minimum of two shareholders present in person or by proxy or by a duly authorised representative(s) of a corporation which is a shareholder and entitled to vote – convening a meeting: the Company may specify a time not more than 48 hours before the time of the meeting (excluding any part of a day that isnot a working day) by which a person must be entered on the register of members in order to have the right to attend or vote atthe meeting #### Articles of Association ![]() BAT Annual Report and Form 20-F 2021 374 #### Other Information #### Articles of Association #### Continued Share capital – pre-emptive rights and new issues of shares – holders of ordinary shares have no pre-emptive rights under the Articles – the ability of the Directors to cause the Company to issue shares, securities convertible into shares or rights to shares, otherwise than pursuant to an employee share scheme, is restricted – under the Companies Act, the directors of a company are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in a company’s articles of association or given by its shareholders in a general meeting, but which ineither event cannot last for more than five years – under the Companies Act, a company may also not allot shares for cash (otherwise than pursuant to an employee share scheme) without first making an offer to existing shareholders to allot such shares to them on the same or more favourable terms in proportion to their respective shareholdings, unless this requirement is waived by a special resolution of the shareholders Restrictions on transfers of shares – Directors can, in their absolute discretion, refuse to register the transfer of a share in certificated form which is not fully paid, provided that such a refusal would not prevent dealings in shares in certificated form which are not fully paid from taking place on a proper basis – the Directors may also refuse to register a transfer of a share in certificated form (whether fully paid or not) unless the instrument of transfer: (1) is lodged, duly stamped, and is deposited at the registered office of the Company or such other place as the Directors may appoint and isaccompanied by a certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; (2) is in respect of only one class of share; and (3) is in favour of not more than four transferees – for uncertificated shares, transfers shall be registered only in accordance with the terms of the Uncertificated Securities Regulations 2001 sothat Directors may refuse to register a transfer which would require shares to be held jointly by more than four persons – if the Directors refuse to register a share transfer, they must give the transferee notice of this refusal as soon as practicable and in any event within two months of the instrument of transfer being lodged with the Company Repurchase ofshares – subject to authorisation by shareholder resolution, the Company may purchase its own shares in accordance with the Companies Act – any shares which have been bought back may be held as treasury shares or, if not so held, must be cancelled immediately upon completion ofthe purchase, thereby reducing the amount of the Company’s issued share capital Directors Appointment and retirement – a Board of Directors of not fewer than five Directors and not subject to any maximum (unless otherwise determined by ordinary resolutionof shareholders) – Directors and the Company (by ordinary resolution) may appoint a person who is willing to act as a Director – the Articles govern the minimum number of Directors who must be subject to retirement at each AGM and who may seek re-election – notwithstanding the Articles, all of the Directors of the Company will be subject to re-election at the forthcoming AGM to be held on28April2022 in accordance with the UK Corporate Governance Code – fees for Non-Executive Directors and the Chairman are determined by the Directors but cannot currently exceed in aggregate an annual sumof £2,500,000, unless determined otherwise by ordinary resolution of the shareholders – the remuneration of the Executive Directors is determined by the Remuneration Committee, which comprises independent Non-ExecutiveDirectors Disclosure of interests – the Articles require disclosure, subject to certain limited exceptions, of Directors’ interests in transactions that may result in a conflict of interest, including those which may arise as a result of the Director’s office or employment or persons connected with such Director, and identify procedures to resolve such conflicts of interest Meetings and voting – the quorum for a meeting of Directors is two Directors – the Directors may delegate any of their powers to a person or a committee – the Articles place a general prohibition on a Director voting at a Board meeting on any matter in which he has an interest other than byvirtueof his interest in shares in the Company – the Articles restrict a Director’s ability to vote on any resolution concerning a matter in which such Director has a material interest, unless such Director’s interest arises only because the resolution relates to the giving of guarantees; the provision of indemnities; insurance proposals; retirement benefits; andother specified transactionsor arrangementswith acompany inwhich theDirectormay have an indirect interest Borrowing powers – the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property, assets (presentand future) anduncalled capital – the Directors may also issue debentures, debenture stock and other securities ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 375 Additional disclosures Disclosure of ownership of shares – there are no provisions in the Articles whereby persons acquiring, holding or disposing of a certain percentage of the Company’s ordinary shares are required to makedisclosure oftheir ownership percentage,although there are such requirementsunder statute and regulation Director retirement – there is no requirement for a Director to retire on reaching any age Sinking funds – there is no sinking fund provision in the Articles applicable to the Company’s ordinary shares Limitations onvoting andshareholding – there are no limitations under the Articles restricting the right of non-resident or foreign owners to hold or vote ordinary shares in the Company Distribution of assets on a winding up – if the Company is wound up, the liquidator may, with the sanction of a special resolution and any other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members – the liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he may with the like sanction determine, but no member shall be compelled to accept any assets upon which there is a liability Anti-takeoverdevicesand change of control – there are no provisions in the Articles that would have the effect of delaying, deferring or preventing a takeover, or change of control, of the Company – under English law, the Company’s Directors have a fiduciary duty to take only those actions that are in the interests of the Company and any anti-takeover devices employed by the Directors in the future, if any, must accordingly be in the interests of the Company – the Company is also subject to the City Code on Takeovers and Mergers (the “City Code”), which governs the conduct of mergers and takeovers in the UK. Any takeover of the Company would have to be in accordance with the City Code ![]() BAT Annual Report and Form 20-F 2021 376 #### Purchase of Shares #### Renewal of Authority for Company to Purchase Own Shares Currentauthority to purchaseshares – this authority (granted at the 2021 AGM) will expire at the 2022 AGM; and – renewed authority to purchase the Company’s ordinary shares in order that the appropriate mechanisms areinplace to enable the share buy-back programme to be reinstated at any time and authority would be exercised when, in the opinion of the Directors, the exercise of the authority would result in an increase in the Company’searnings pershare and would be inthe interest ofitsshareholders generally. Proposedauthority topurchase shares – the minimum price that may be paid for such shares is 25p, and the maximum price is the higher of: (i) an amount equal to 105% of the average of the middle-market prices shown in the quotation for an ordinary share as derived from the LSE Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted tobe purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the Company on the trading venues where the market purchases by the Company will be carried out; – in the absence of the necessary practical arrangements, the proposed authority has not been extended to enable BAT to purchase its own ordinary shares on the JSE in South Africa or the NYSE in the form of ADSs; and – further details are set out in the Notice of Annual General Meeting 2022 which is made available toallshareholders and is publishedon bat.com. Treasury shares – in accordance with the Company’s policy, any repurchased shares are expected to be held astreasury shares; at 31 December 2021, the number of treasury shares was 161,930,217 (2020: 162,347,246); no dividends are paidontreasury shares; treasury shares have no voting rights; and treasury shares may be resold at a later date. #### Purchases of Equity Securities by the Issuer and Affiliated Purchasers At the AGM on 28April 2021, authorisation was given to the Company to repurchase up to 229.4million ordinary shares forthe period until the next AGM in 2022. This authorisation is renewed annually at the AGM. No ordinary shares were repurchased by the Company during 2021. The following table provides details of ordinary share purchases made by the trustees ofemployee share ownership plans (“ESOPs”) and other purchases of ordinary shares and ADSs made to satisfy the commitments to deliver shares under certain employee share-based payment plans. Total number of ordinary sharespurchased by ESOPs orcertain employeeshare- based plans Averageprice paid per ordinary share £ Total number of ADSs purchased by ESOPs orcertain employeeshare- based plans Averageprice paid per ADS US$ Total number of ordinary shares purchasedas part of a publicly announced plan 1 Maximum numberof shares that may yetbe purchased as part of a publicly announced plan 1 2021 7 January 3,046 28.118500 –––– 3 February 3,187 27.188100 –––– 3 February 21,151 27.127600 –––– 3 March 3,407 25.498700 –––– 31 March 1,783,215 27.709844 –––– 1 April 322,326 27.239586 –––– 1 April 177,289 27.320552 –––– 1 April 7,041 27.290000 –––– 1 April 8,292 27.320552 –––– 7 April 3,270 27.772500 –––– 7 April 7,487 27.982000 –––– 7 April 2,770 27.605000 –––– 28 April 80,120 27.046770 –––– 5 May 3,440 27.176900 –––– 12 May 20,286 28.130600 –––– 3 June 3,482 27.226300 –––– 7 July 3,22128.091500 –––– 4 August 3,208 27.060000 –––– 20August 23,208 27.142953 –––– 1 September 177,690 27.286770 –––– 1 September 2,752 27.151700 –––– 6 October 3,925 25.149800 –––– 4 November 3,415 25.202000 –––– 11November 23,881 25.912700 –––– 1 December 3,25525.643500 –––– 2,694,364 27.055777 –––– Notes: 1.There was no publicly announced plan for BAT to purchase its own ordinary shares or ADSs during the year ended 31 December 2021. 2. All the purchases of ordinary shares were made on open market transactions. #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 377 The British American Tobacco Group Employee Trust (BATGET) Function – used to satisfy the vesting and exercise of awards of ordinary shares under the BAT Deferred Share Bonus Scheme andLong-Term Incentive Plans; and – a committee of senior management reporting to the Board’s Share Schemes Committee monitors the number ofordinary shares held in BATGET to satisfy outstanding awards. Funding – funded by interest-free loan facilities from the Company totalling £1 billion; – this enables BATGET to facilitate the purchase of ordinary shares to satisfy the future vesting or exercise ofoptions and awards; – loan to BATGET: £300.00 million at 31 December 2021 (2020: £795.02 million); – the loan is either repaid from the proceeds of the exercise of options or, in the case of ordinary shares acquired by BATGET to satisfy the vesting and exercise of awards, the Company will subsequently waive the loan provided over the life of the awards; and – if any options lapse, ordinary shares may be sold by BATGET to cover the loan repayment. 1 Jan 2021 31 Dec 2021 Ordinary shares heldinBATGET Number of ordinary shares 5,787,154 5,995,678 Market value of ordinary shares £156.7m £163.9m % of issued share capital of Company 0.240.24 Dividends paid in 2021 – BATGET currently waives dividends on the ordinary shares held by it; and – quarterly interim dividends 2021: £12.63 million across 2021. Voting rights – the trustee does not exercise any voting rights while ordinary shares are held in BATGET; and – share scheme participants may exercise the voting rights attaching to those ordinary shares once the ordinary shares have been transferred out of BATGET. Notes: 1. Company share –based paymentarrangements: details of the material equity share-based and cash-settled share-based arrangements are set out in note 28 in the Notes on the Accounts. 2. The values of ordinary shares shown are based on the closing mid-market share price on 31 December 2021: 2,733p (31 December 2020: 2,708p). 3. In addition to the ordinary shares held in BATGET, the trust held the following American Depositary Shares (ADSs) which relate to the vesting and exercise of certain employee stock awards formerly granted by Reynolds American Inc. over Reynolds American Inc. common stock and which were assumed by BAT to be satisfied by the delivery of ADSs following the merger with Reynolds American Inc. on 25 July 2017. 1 Jan 2021 31 Dec 2021 Number of ADSs 15,197 15,197 Market value of ADSs (a) US$0.6mUS$0.6m % of issued sharecapital 0.00060.0006 Note: (a) The value of the ADSs shown is based on the closing price of ADSs on 31 December 2021 of US$37.41 #### Group Employee Trust ![]() BAT Annual Report and Form 20-F 2021 378 #### American Depositary Shares #### Fees and Charges Payable by ADS Holders Citibank, N.A. (Citibank) was appointedas the depositary bank (the “Depositary”) for BAT’s ADSprogramme pursuantto the Amended and Restated Deposit Agreement dated 1 December 2008 and amended as of 14 February 2017 and 14 June 2017 between BAT, the Depositary and the owners and holders of ADSs (the “Deposit Agreement”). Citibank was reappointed as the Depositary pursuant to the Second Amended and RestatedDeposit Agreementdated26 November 2018 (the“Restated Deposit Agreement”). The Restated Deposit Agreement provides that ADSholders may berequiredto pay various feesto the Depositary,and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid. Service Fees Issuance of ADSs upon deposit of ordinary shares (excluding issuances as a result of distributions of shares described below) Up to US$0.05 per ADS issued 1 Cancellation of ADSs Up to US$0.05 per ADS surrendered 1 Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements) Up to US$0.05 per ADS held 2 Distribution of ADSs pursuant to: (1) stock dividends or other free stock distributions; or (2) exercise of rights to purchase additional BATADSs Up to US$0.05 per ADS held Distribution of securities other than ADSs or rights to purchase additionalADSs (i.e., spinoff shares) Up to US$0.05 per ADS held Depositary bankservices Up to US$0.05 per ADS held Notes: 1.Under the terms of a separate agreement between BAT and the Depositary, the Depositary has agreed to waive the fees that would otherwise be payable in connection with the issuance of ADSs upon deposit of ordinary shares and the cancellation of ADSs and corresponding withdrawal of ordinary shares, in each case by BAT or any of its affiliates, officers, directors or employees. The terms of this separate agreement may be amended at any time by BAT and the Depositary. 2. While under the Restated Deposit Agreement cash dividends paid in respect of ADSs are subject to a fee of up to US$0.05 per ADS payable to the Depositary, under the terms of the separate agreement between BAT and the Depositary referred to above, such dividends are instead subject to a fee of up to US$0.02 per ADS per year (a fee of US$0.005 per dividend based on the distribution of four quarterly cash dividends per year). Under the separate agreement, this dividend fee may not be varied by the Depositary without the consent of BAT. Contact details for CitibankShareholder Services are on page377. In addition, ADS holders may be required underthe Restated Deposit Agreement topay theDepositary: (a) taxes (including applicable interest and penalties) andother governmentalcharges; (b) registrationfees; (c) certain cable, telex andfacsimiletransmission and delivery expenses; (d)theexpenses and charges incurred by the Depositary in the conversion of foreign currency; (e) such fees and expenses as are incurred by the Depositary in connection with compliance with applicable exchange control regulations and other regulatory requirements; and (f) the fees and expenses incurred by the Depositary, the custodian or any nominee in connection with the servicing or delivery of deposited securities. The Depositary may: (a) withhold dividends or other distributions or sell for the account of any ADS holder any or all of the shares underlying the ADSs in order to satisfy any tax or governmental charge; and (b) deduct from any cash distribution the applicable fees and charges of, andexpenses incurred by, the Depositary and any taxes, duties or other governmental charges onaccount. #### Fees and Payments Made by the Depositary to BAT Under theterms of the contractual arrangements set outin theseparate agreement between BAT and the Depositary referred to above, BATreceived a total of approximately US$6.1 million from the Depositary, comprising fees charged in respect of dividends and a contribution to BAT’s ADS programme administration costs for the year ended 31 December 2021. In 2021, these programme administration costs principally included those associated with AGM proxy mailings, exchange listing and regulatory fees, foreign private issuer analysis, legal fees, share registration fees and other expenses incurred by BAT in relation to the ADS programme. Under these contractual arrangements, the Depositary has also agreedto waivecertain standard fees associatedwith the administration of theADS programme. #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 379 #### Ordinary Shareholder Enquiries United KingdomRegistrar Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6ZZ tel: 0800 408 0094 or +44 370 889 3159 online:www.investorcentre.co.uk/contactus South African Registrar ComputershareInvestorServices Proprietary Limited Private Bag X9000, Saxonwold, 2132, South Africa tel: 0861 100 634; +27 11 870 8216 email: web.queries@computershare.co.za #### American Depositary Shares Enquiries All enquiries regarding ADS holder accounts and payment of dividends should be addressed to: Citibank Shareholder Services PO Box 43077, Providence, Rhode Island 02940-3077, USA tel: +1 888 985 2055 (toll-free) or +1 781 575 4555 email: citibank@shareholders-online.com website: www.citi.com/dr #### Manage Your Shareholding Online ComputershareInvestorServices PLC (Computershare) operates an online service, Investor Centre, for holders of shares on the Company’sUK shareregister. Investor Centre allows shareholders tomanage their shareholding online,enabling shareholders to: – updatepersonal details andprovideaddress changes; – updatedividend bank mandateinstructions andreviewdividend paymenthistory; – register for the Dividend Reinvestment Plan (“DRIP”); and – register to receive Company communications electronically. To register for Investor Centre, go to www.computershare.com/uk/ investor/bri. Shareholders with any queries regarding their holding should contact Computershare using the abovecontact details. Share dealing Computershare also offers a share dealing service to existing shareholders. For fulldetails onhow to tradeBritish American Tobacco shares traded on the London Stock Exchange, go to www.computershare.com/dealing/uk. Please note that thisservice is only available in certain countries. #### Dividends Comprehensive information on dividend payments is available on pages 352 and 353. DRIP We offer a DRIP to our UK shareholders. The DRIP allows eligible shareholders to use theircash dividends to acquire additional shares in the Company. The DRIP shares are purchased by Computershare through a low-cost dealing arrangement. Contact Computershare in the UK for details and exclusions of this service. Taxation of dividends See pages 354 and 357 for details on dividend taxation. A fact sheet detailing historical UK capital gains tax information is available at bat.com/cgt. Alternatively, contact the British American Tobacco Company Secretarial Department on +44 20 7845 1000. #### Share Fraud The practice of share fraud (also known as ‘boiler room’ scams) unfortunatelycontinues with manycompanies’ shareholders receiving unsolicited phone calls or mail from people offering to sell them what often turn out to be worthless or high risk shares in US or UK investments, or to buy shares at an inflated price in return for an upfront payment. If you suspect that you have been approached by fraudsters, please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams, where you can find out more about investment scams. You can also call the FCA Consumer Helpline on 0800 111 6768. If you have lost money to investment fraud, you should report it to Action Fraud on 0300 123 2040 or online at www.actionfraud.police.uk. #### Documents on Display and Publications This Annual Report and Form 20-F 2021 is available online at bat.com/ annualreport. Copies ofcurrent and past Annual Reports are available on request from: British American Tobacco Publications Unit 80, London Industrial Park, Roding Road, London E6 6LS tel: +44 20 7511 7797 email: bat@team365.co.uk Holders of shares held on the South Africa register can contact the Company’s Representative office in South Africa using the contact details shown at the end of this Annual Report and Form 20-F 2021. ADS holders can contact Citibank ShareholderServices in the United Statesusing the contact detailsshown opposite. Highlights from the current and past Annual Reports can be produced in alternative formats such as Braille, audio tape and large print. Documents referred to in this Annual Report and Form 20-F 2021 do not form part of this Annual Report unless specifically incorporated by reference. The Company is subject to the information requirements of the US Securities Exchange Act of 1934 applicable to foreign private issuers. In accordance with these requirements, the Company files its Annual Report on Form 20-F and other documents with the SEC. BAT’s SEC filings are available to the public, together with the public filings of other issuers, at the SEC’s website, www.sec.gov or by calling the SEC on +1 800-SEC-0330. The Company’s agent for service in the United States for the purposes of the registration statement on Form F-3 (333-232691) is Brian T. Harrison, Secretary, B.A.T Capital Corporation, C/O Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808 U.S.A. #### Our Website Comprehensive informationabout BritishAmerican Tobacco is available from our website: bat.com. Within the Investors section you will find valuation and charting tools, dividend and share price data and you can downloadshareholder publications and subscribe for email alert services. You can also download our Investor Relations app to access all the latest financial information on your iPad, iPhone or Android device. #### Calendar 2022 Thur 28 April at 11:30am Annual General Meeting Details of the venue and business to be proposed at the meeting are set out in the Notice of Annual General Meeting, which is made available toall shareholdersand is published on bat.com. BAT provides for the vote on each resolution to be by poll rather than by a show of hands. This provides for greater transparency and allows the votes of all shareholders to be counted, including those cast by proxy. The voting results will be released on the same day in accordance with regulatory requirements and made available on bat.com. Wed 27 July Half-Year Report #### Shareholding Administration #### andServices ![]() BAT Annual Report and Form 20-F 2021 380 #### Exhibits The following documents are filed in the SEC EDGAR system, as part of this Annual Report on Form 20-F, and can be viewed on the SEC’s website,www.sec.gov: Exhibit Number Description 1 Articles of Association of British American Tobacco p.l.c. 1 2.1 Second Amended and Restated Deposit Agreement, dated as of 26 November 2018, by and among British American Tobacco p.l.c., Citibank, N.A., as depositary bank, and allholders andbeneficial ownersof AmericanDepositary Shares issued thereunder. 2 2.2 Indenture, dated as of 15 August 2017, among British American Tobacco p.l.c. and certain of its subsidiaries as guarantors, andWilmington Trust, National Association,as Trustee. 3 2.3 Supplemental Indenture No. 1, dated as of 28 September 2018, among British American Tobacco p.l.c. and certain of its subsidiaries as guarantors, and Wilmington Trust, National Association, as Trustee. 4 2.4 Indenture, dated as of 6 September 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transferagent, registrar,calculationagent andinitialpaying agent. 5 2.5 Supplemental Indenture No. 1, dated as of 6 September 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 6 2.6 Supplemental Indenture No. 2, dated as of 6 September 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 7 2.7 Supplemental Indenture No. 3, dated as of 6 September 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 8 2.8 Supplemental Indenture No. 4, dated as of 6 September 2019, by and among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 9 2.9 Supplemental Indenture No. 5, dated as of 2 April 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 10 2.10 Supplemental Indenture No. 6, dated as of 2 April 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 11 2.11 Supplemental Indenture No. 7, dated as of 2 April 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 12 2.12 Supplemental Indenture No. 8, dated as of 25 September 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 13 2.13 Supplemental Indenture No. 9, dated as of 25 September 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 14 2.14 Supplemental Indenture No. 10, dated as of 25 September 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 15 2.15 Supplemental Indenture No. 11, dated as of 25 September 2020, by and among B.A.T. Capital Corporation, the Guarantors party thereto and Citibank, N.A., as Trustee. 16 2.16 Indenture, dated as of 25 September 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transferagent, registrar,calculationagent andinitialpaying agent. 17 2.17 Supplemental Indenture No. 1, dated as of 25 September 2020, by and among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as Trustee. 18 2.18 Thirty-third Supplemental Trust Deed, dated 18 March 2021, by and among B.A.T. International Finance p.l.c., B.A.T Capital Corporation, B.A.T. Netherlands Finance B.V., British American Tobacco p.l.c. and the Law Debenture Trust Corporation p.l.c., further modifying the Trust Deed, dated as of 6 July 1998 (as previously modified and restated) relating to the US$3,000,000,000 (now £25,000,000,000) Euro Medium Term Note Programme. 2.19 Description of Securities registered under Section 12 of the Exchange Act. 4.1 Rules of the British American Tobacco 2007 Long-Term Incentive Plan. 19 4.2 Rules of the British American Tobacco 2016 Long-Term Incentive Plan (Amended and Restated as of 9 February 2022). 4.3 British American Tobacco p.l.c. Deferred Annual Share Bonus Scheme. 20 4.4 Annex to British American Tobacco p.l.c. Deferred Annual Share Bonus Scheme. 21 4.5 British American Tobacco p.l.c. 2019 Deferred Annual Share Bonus Scheme (Amended and Restated as of 9 February 2022). 4.6 Rules of the British American Tobacco Restricted Share Plan (Amended and Restated as of 9 February 2022). 4.7 Deferred Compensation Planfor Directorsof ReynoldsAmerican Inc.(Amended and Restated Effective 30November 2007). 22 4.8 Service Contract between British American Tobacco p.l.c. and Jack Bowles, dated as of 11 December 2018. 23 4.9 Service Contract between British American Tobacco p.l.c. and Tadeu Marroco, dated as of 27 February 2019. 24 4.10 Master Settlement Agreement, referred to as the MSA, dated 23 November 1998, between the Settling States named in the MSA and the Participating Manufacturers alsonamed therein. 25 4.11 Settlement Agreement dated 25 August 1997, between the State of Florida and settling defendants in The State of Florida v. American Tobacco Co. 26 4.12 Comprehensive Settlement Agreement and Release dated 16 January 1998, between the State of Texas and settling defendants inThe State of Texas v. American Tobacco Co. 27 4.13 Settlement Agreement and Release in re: The State of Minnesota v. Philip Morris, Inc., by and among the State of Minnesota, Blue Cross and Blue Shield of Minnesota and the various tobacco company defendants named therein, dated as of 8 May 1998. 28 4.14 Settlement Agreement and Stipulation for Entry of Consent Judgment in re: The State of Minnesota v. Philip Morris, Inc., by and among the State of Minnesota, Blue Cross and Blue Shield of Minnesota and the various tobacco company defendants named therein, dated as of 8 May 1998. 29 4.15 Form of Consent Judgment by Judge Kenneth J. Fitzpatrick, Judge of District Court in re: The State of Minnesota v. Philip Morris, Inc. 30 4.16 Stipulation of Amendment to Settlement Agreement and for Entry of Agreed Order dated 2 July 1998, by and among the Mississippi Defendants, Mississippi and the Mississippi Counsel in connection with the Mississippi Action. 31 4.17 Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree dated 24 July 1998, by and among the Texas Defendants, Texas and the Texas Counsel in connection with the Texas Action. 32 4.18 Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree dated 11 September 1998, by and among the State of Florida and the tobacco companiesnamed therein. 33 #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 381 Exhibit Number Description 4.19 Term Sheet agreed to by R. J. Reynolds Tobacco Company, an indirect subsidiary of Reynolds American Inc., certain other Participating Manufacturers, 17 states, the District of Columbia and Puerto Rico. 34 4.20 Revolving credit facilities agreement, dated as of 12 March 2020, among British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and B.A.T Capital Corporation, as borrowers, British American Tobacco p.l.c., as guarantor, HSBC Bank plc, as agent and euro swingline agent, HSBC Bank USA, National Association, as US agent and US$ swingline agent, and the banks and financial institutions party thereto. 35 8 List of Subsidiaries included on pages 280 to 289 in this report. 11 Code of Ethics. 12 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 13 Certification under Section 906 of the Sarbanes-Oxley Act of 2002. 36 15 Consent of KPMG LLP, independentregisteredpublicaccountingfirm. 17 Guarantor Subsidiaries of the Registrant (included as part of Exhibit 2.19) 101 Interactive Data Files (formatted in XBRL (Extensible Business Reporting Language) and furnished electronically). Notes: 1.Incorporated by reference to Exhibit 3.1 to BAT’s Registration Statement on Form F-4 (Reg. No. 333-217939) filed on 12 May 2017. 2. Incorporated by reference to Exhibit 4.1 to BAT’s Registration Statement on Form S-8 (Reg. No. 333-237186) filed on 16 March 2020. 3. Incorporated by reference to Exhibit 2.4 to BAT’s Annual Report on Form 20-F for the year ended 31 December 2017 filed on 15 March 2018. 4.Incorporated by reference to Exhibit 4.2 to BAT’s Registration Statement on Form F-4 (Reg. No. 333-227658) filed on 2 October 2018. 5. Incorporated by reference to Exhibit 4.1 to British American Tobacco p.l.c.’s Form 6-K filed on 6 September 2019. 6.Incorporated by reference to Exhibit 4.2 to British American Tobacco p.l.c.’s Form 6-K filed on 6 September 2019. 7.Incorporated by reference to Exhibit 4.3 to British American Tobacco p.l.c.’s Form 6-K filed on 6 September 2019. 8.Incorporated by reference to Exhibit 4.4 to British American Tobacco p.l.c.’s Form 6-K filed on 6 September 2019. 9.Incorporated by reference to Exhibit 4.5 to British American Tobacco p.l.c.’s Form 6-K filed on 6 September 2019. 10. Incorporated by reference to Exhibit 4.6 to British American Tobacco p.l.c.’s Form 6-K filed on 2 April 2020. 11. Incorporated by reference to Exhibit 4.7 to British American Tobacco p.l.c.’s Form 6-K filed on 2 April 2020. 12. Incorporated by reference to Exhibit 4.8 to British American Tobacco p.l.c.’s Form 6-K filed on 2 April 2020. 13. Incorporated by reference to Exhibit 4.9 to British American Tobacco p.l.c.’s Form 6-K filed on 25 September 2020. 14. Incorporated by reference to Exhibit 4.10 to British American Tobacco p.l.c.’s Form 6-K filed on 25 September 2020. 15. Incorporated by reference to Exhibit 4.11 to British American Tobacco p.l.c.’s Form 6-K filed on 25 September 2020. 16. Incorporated by reference to Exhibit 4.12 to British American Tobacco p.l.c.’s Form 6-K filed on 25 September 2020. 17. Incorporated by reference to Exhibit 4.13 to British American Tobacco p.l.c.’s Form 6-K filed on 25 September 2020. 18. Incorporated by reference to Exhibit 4.14 to British American Tobacco p.l.c.’s Form 6-K filed on 25 September 2020. 19.Incorporated by reference to Exhibit 10.6 to BAT’s Registration Statement on Form F-4 (Reg. No. 333-217939) filed on 12 May 2017. 20.Incorporated by reference to Exhibit 10.8 to BAT’s Registration Statement on Form F-4 (Reg. No. 333-217939) filed on 12 May 2017. 21.Incorporated by reference to Exhibit 4.6 to BAT’s Annual Report on Form 20-F for the year ended 31 December 2018 filed on 15 March 2019. 22.Incorporated by reference to Exhibit 10.43 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended 31 December 2007 filed on 27 February 2008. 23.Incorporated by reference to Exhibit 4.11 to BAT’s Annual Report on Form 20-F for the year ended 31 December 2018 filed on 15 March 2019. 24.Incorporated by reference to Exhibit 4.14 to BAT’s Annual Report on Form 20-F for the year ended 31 December 2019 filed on 26 March 2020. 25. Incorporated by reference to Exhibit 4 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated 24 November 1998. 26.Incorporated by reference to Exhibit 2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated 5 September 1997. 27.Incorporated by reference to Exhibit 2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated 27 January 1998. 28.Incorporated by reference to Exhibit 99.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended 30 March 1998 filed on 15 May 1998. 29.Incorporated by reference to Exhibit 99.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended 30 March 1998 filed on 15 May 1998. 30.Incorporated by reference to Exhibit 99.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended 30 March 1998 filed on 15 May 1998. 31.Incorporated by reference to Exhibit 99.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended 30 June 1998 filed on 14 August 1998. 32.Incorporated by reference to Exhibit 99.4 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended 30 June 1998 filed on 14 August 1998. 33.Incorporated by reference to Exhibit 99.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended 30 September 1998 filed on 12 November 1998. 34.Incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated 12 March 2013. 35.Incorporated by reference to Exhibit 4.25 to BAT’s Annual Report on Form 20-F for the year ended 31 December 2019 filed on 26 March 2020. 36. These certifications are furnished only and are not filed as part of BAT’s Annual Report on Form 20-F for the year ended 31 December 2021. Certain instruments which define the rights of holders of long-term debt issued by BAT and its subsidiaries are not being filed because the total amount of securities authorised under each such instrument does not exceed 10% of the total consolidated assets of BAT and its subsidiaries. BAT agrees to furnish copies of any or all such instruments to the SEC on request. ![]() BAT Annual Report and Form 20-F 2021 382 #### Glossary ADR American Depositary Receipt ADS American Depositary Share – 1ADS is equivalent to1 BAT ordinary share AGM Annual General Meeting AmSSA Americas (excluding US) and Sub- Saharan Africa APFO Adjusted profit from operations APME Asia-Pacific and Middle East BATGET British American Tobacco Group Employee Trust bps Basis points CC Constant currency CGFO Cash generated fromoperations CO 2 e Carbon dioxideequivalent Code UKCorporate GovernanceCode, July 2018 version CSR Corporate Social Responsibility DSBS Deferred share bonus scheme EMTN European Medium Term Notes ENA Europe and North Africa EPS Earnings pershare ESG Environmental,Social and Governance EU European Union FIIGLO Franked Investment Income Group Litigation Order FCTC Framework Convention on Tobacco Control FMCG Fast MovingConsumer Goods GAAP Generally AcceptedAccountingPractice GDB Global Drive Brands, being Kent, Dunhill, Pall Mall, Lucky Strike and Rothmans GDPR EU General DataProtectionRegulation GDSB Global Drive and Key Strategic Brands, being the GDBs, plus Shuang Xi and State Express 555 GJ Gigajoules (of energy use) IASB International Accounting Standards Board IEIS International Executive Incentive Scheme IFRS InternationalFinancial ReportingStandards as issued by the IASB and as adopted by the EU ISA International Standards on Auditing JSE Johannesburg StockExchange KPI Key performance indicator LIBOR LondonInterbank Offered Rate LSE London StockExchange LR Listing Rules LTIP Long-Term IncentivePlan MCE Million cigarettes equivalent MSA Master SettlementAgreement NGP Next Generation Product NRT Nicotine Replacement Therapy NTO Net turnover or revenue NYSE New York Stock Exchange OCF Operating cash flow OECD Organisation for Economic Co-operation andDevelopment OTP Other tobacco products, including but not limited to roll-your-own, make-your-own and cigars Parker Report The Parker Review Committee’s final report onethnic diversity in UK boards published on12October 2017 PCAOB Public Company Accounting Oversight Board Reynolds AmericanReynolds American Inc. Reynolds American Companies Reynolds American Inc. and its subsidary companies @ ROCE Returnon capital employed @ SAFL Sustainable Agriculture and Farmer Livelihoods SEC United States Securities and Exchange Commission SIP Share incentive plan SoBC Group Standards of Business Conduct SOx United States Sarbanes-Oxley Act of 2002 SRS Share reward scheme TaO Programme to implementthe newoperating model, including one instance of SAP TCFD Taskforce on Climate-related FinancialDisclosures TDR TDR d.o.o THP Tobacco Heating Products(i.e. the devices) or Tobacco Heated Products (i.e. the consumables used by such devices) TPD1 European Tobacco Products Directive (directive 2001/37/EC) TPD2 European Tobacco and Related Products Directive (directive2014/40/EU) TSR Total shareholder return US United States of America UURBS Unfunded unapproved retirement benefit scheme WHO World Health Organization #### Other Information ![]() Strategic Report Governance Report Financial Statements Other Information BAT Annual Report and Form 20-F 2021 383 #### Cross-Reference to Form 20-F Item Form 20-F captionLocation in this document 1 Identity of Directors, Senior Management andAdvisers N/A 2 Offer Statistics andExpectedTimetable N/A 3 Key Information A N/A B Capitalisation andindebtedness N/A C Reasons for the offer and use of proceeds N/A D Risk factors 92-97, 317-339 4 Information on theCompany A History and development of the Company3, 77, 81, 211-214, 245-246, 300, 315, 379 B Business overview 2-73, 76, 84-91, 106-109, 190, 192-193, 300, 302, 320, 322, 340- 344, 347-348, 350 C Organisational structure 280-289, 298 D Property, plantsand equipment 211-212, 348 4a Unresolved staff comments N/A 5 Operating andFinancial Review andProspects A Operating results 3, 7-9, 22-23, 36, 38, 40-43, 75, 83, 85, 87-89, 91, 97, 225-227, 240-241, 313, 315, 325-329, 340-344 B Liquidity and capital resources 80-81, 183, 228, 239-244, 315-316, 336 C Researchand development,patent and licences 3-5, 11-13, 16-19, 31, 50-51, 76, 196, 300 D Trend information 2-73, 75-97, 340-344 E Critical Accounting Estimates N/A 6 Directors, SeniorManagement and Employees A Directorsand senior management 100-102,113 B Compensation 128-165, 214-220, 250, 360-372 C Board practices 100-102, 116-128, 133-134, 149-151, 250, 351, 374-375 D Employees 249, 314 E Shareownership 73, 163-165, 246-248, 361-372, 377 7 Major Shareholdersand Related Party Transactions A Major shareholders 360-361 B Related party transactions 249-250 C Interests of experts and counsel N/A 8 Financial Information A Consolidatedstatements andother financialinformation 79, 95, 122, 178-281, 318-339, 354-355 B Significant changes N/A 9 The Offer and Listing A Offer and listingdetails 353 B Plan of distribution N/A C Markets 353 D Sellingshareholders N/A E Dilution N/A F Expenses of the issue N/A 10 Additional Information A Share capital N/A B Memorandum and Articles of Association 146, 373-375 C Material contracts 215, 276,346-347 D Exchange controls 354 E Taxation 356-359 F Dividends and paying agents N/A G Statements by experts N/A H Documents ondisplay 379 I Subsidiary information N/A 11 Quantitative and Qualitative Disclosures aboutMarketRisk 239-244 ![]() BAT Annual Report and Form 20-F 2021 384 Item Form 20-F captionLocation in this document 12 Description of Securities Other Than Equity Securities A Debt securities N/A B Warrants and rights N/A C Other securities N/A D American Depositary Shares 378 13 Defaults, Dividend Arrearages and Delinquencies N/A 14 Material Modifications to the Rights of Security Holders and Useof Proceeds N/A 15 Controls and Procedures 350 16A Audit Committee Financial Expert 120, 349 16B Code of Ethics 127,349 16C Principal Accountant Fees and Services 123-124, 197 16D Exemptions from the Listing Standards for Audit Committees N/A 16E Purchases of Equity Securities by the Issuer and AffiliatedPurchasers 376 16F Change inRegistrant’s Certifying Accountant N/A 16G Corporate Governance 349 16H Mine Safety Disclosure N/A 17 Financial Statements N/A 18 Financial Statements 176-281 19 Exhibits 380-381 #### Cross-Reference to Form 20-F #### Continued ![]() Registered office Globe House, 4 Temple Place, London WC2R 2PG tel: +44 20 7845 1000, facsimile: +44 20 7240 0555 Incorporated in England and Wales No. 3407696 Representative Office in South Africa Waterway House South, No 3 Dock Road, V&A Waterfront, Cape Town 8000, South Africa PO Box 631, Cape Town 8000, South Africa tel: +27 21 003 6712 Secretary PaulMcCrory Investor relations Enquiries should be directed to Mike Nightingale, Victoria Buxton, William Houston orJohn Harney tel: +44 20 7845 1180 Press office Enquiries should be directed to Anna Vickerstaff tel: +44 20 7845 2888 email: press\_office@bat.com Auditors KPMG LLP 15 Canada Square, Canary Wharf, London E14 5GL References in this publication to ‘British American Tobacco’, ‘BAT’, ‘we’, ‘us’, and ‘our’ when denoting opinion refer to British American Tobacco p.l.c. (the Company) (No. 3407696) and when denoting tobacco business activity refer toBritish American Tobacco Group operating companies, collectively orindividually as the case may be. Design and production: Radley Yeldar www.ry.com Printed in the UK by Pureprint Group on Revive 100% recycled papers, made entirely from post-consumer waste. All pulps used are Elemental Chlorine Free. The manufacturing mills hold the ISO14001 and EU Ecolabel (EMAS) certificatesfor environmentalmanagement. ![]() #### Annual Report and Form 20-F 2021 #### Annual Report and Form 20-F 2021 Explore the story of our year Featuringdownloadable versions of this report, along with our sustainability summary report and other content – all accessible on desktop, tablet andmobile. www.bat.com/reporting #### Go online www.bat.com @BATplc youtube.com/welcometobat ### Accelerating ### A Better Tomorrow #### Accelerating A Better Tomorrow ™