British American Tobacco p l c : B.A.T. Netherlands Finance B.V. FY2024 accounts

B.A.T. NETHERLANDS FINANCE B.V.

ANNUAL REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Annual General Meeting of Shareholders: 14 February 2025

B.A.T. NETHERLANDS FINANCE B.V.

Contents

	Page
Directors' report	3
Financial statements
- Balance sheet as at 31 December 2024	8
- Profit and loss account for the year 2024	9
- Notes to the 2024 financial statements	10
Other information	26

2

B.A.T. NETHERLANDS FINANCE B.V.

Directors' report

INTRODUCTION

The Board of Directors submit their annual report for B.A.T. Netherlands Finance B.V. ("the Company") for the year ended 31 December 2024. These are to be presented at the Annual General Meeting of Shareholders to be held on 14 February 2025. The Board of Directors of the Company hereby presents its directors' report for the financial year ended on 31 December 2024. The financial statements of the Company are presented on pages 8 to 25.

GENERAL INFORMATION

The principal activity of the Company is that of a financing company. The Company is the European financing vehicle of British American Tobacco p.l.c. ("BAT plc") and affiliated companies, (together referred to as "the Group"). The Group's principal activity is the production, sale and distribution of nicotine products. The Group is active in over 150 countries in the world.

The Euro Medium Term Note Programme ("the EMTN Programme") constitutes the principal means by which the Group accesses the European debt capital markets for medium to long-term funding. The Company acceded to the EMTN Programme in 2014 as an issuer and a guarantor. The Company is currently guarantor of notes issued by B.A.T. International Finance p.l.c. ("BATIF plc") and B.A.T Capital Corporation ("BATCAP").

On 7 April 2020, the Company has issued notes under the EMTN Programme, which are listed on the London Stock Exchange Limited ("LSE") (the "Notes"). The Company's obligations as an issuer are guaranteed by BAT plc, BATIF plc, BATCAP and Reynolds American Inc. ("RAI"). The proceeds of the Notes have been on-lent to BATIF plc (the "Loans"). The Loans exactly mirror the terms and conditions of the Notes plus an additional arms' length handling fee. The Loans are guaranteed by BAT plc.

On 16 February 2023, the Company issued additional EUR 800mn of the EMTN Programme, which are also listed on the LSE (the "2023 Notes"). The Company's obligations as an issuer are guaranteed by BAT plc, BATIF plc, BATCAP and RAI. The proceeds of the Notes have been on-lent to BATIF plc (the "2023 Loan"). The 2023 Loan exactly mirrors the terms and conditions of the Notes plus an additional arms' length handling fee. The 2023 Loan is guaranteed by BAT plc.

On 3 June 2020 the Company has acceded as an issuer to the Group's Euro-Commercial Paper Programme ("ECP Programme") under which BATIF plc and BATCAP are the issuers and BAT plc is the guarantor. The ECP Programme is used to manage short-term liquidity requirements for the Group.

The issuances by the Company under the ECP Programme are undertaken as an intermediary for the Group and therefore the proceeds are on-lent to BATIF plc by way of loans mirroring the terms and conditions of the issuances with an additional arm's length handling fee. At year-end, no issuance or loan under the ECP Programme was outstanding for the Company.

The Company is, together with BATIF plc, BAT plc and BATCAP a borrower under the new BAT Group's GBP 5.4 billion Revolving Credit Facility ("RCF"), comprising one tranche of GBP 2.54 billion (Tranche A) and one tranche of GBP 2.85 billion (Tranche B). The total amount of the RCF has been reduced from GBP 5.5 billion to GBP 5.4 billion.

In March 2024, the Group exercised the first of the one-year extension options on the £2.5 billion 364-day tranche of the revolving credit facility, with the second one-year extension subsequently exercised in February 2025. Effective March 2025, therefore, the £2.5 billion 364-day tranche will be extended to March 2026.

The Tranche B has been extended with GBP 2.85 billion being available until March 2025, GBP 2.7 billion available until March 2026 and finally GBP 2.5 billion to March 2027.

3

B.A.T. NETHERLANDS FINANCE B.V.

Directors' report

GENERAL INFORMATION - continued

This facility is the BAT Group's primary source of backstop liquidity and BAT plc is the guarantor. The RCF cannot be used in the event of a default under the financing programmes but provides an additional source of funds for general management purposes. As at 31 December 2024, the RCF remains undrawn.

The Company is a guarantor under 144A bonds and SEC registered shelf programme of an indeterminate principal amount of guaranteed debt securities issued by BATCAP, RAI and BATIF plc (the "Issuers"). The Issuers (except where they are the relevant Issuer), BAT plc, BATHTN (limited) and the Company guarantee the securities (the "Shelf Programme").

As a consequence of Brexit, the Company no longer qualifies as an organisatie van openbaar belang (public-interest Dutch entity) within the meaning of art. 2:398(7) DCC and art. 1(1)(l) of the Dutch Audit Firms Supervision Act. as from 1 January 2021. There is currently no intention to issue Notes under the EMTN Programme on any other regulated market than the UK and on the LSE.

The Company's immediate parent company is BATIF plc and its ultimate parent undertaking is BAT plc, both being public limited companies being incorporated in the United Kingdom and registered in England and Wales. The financial information of the Company is included in the consolidated financial statements of BAT plc and may be obtained from www.BAT.com.

FINANCIAL INFORMATION

On 7 April 2020, the Company issued notes in an amount of EUR 850 million at a 2,38% coupon and a maturity date at 7 October 2024 and Notes in an amount of EUR 850 million at a 3,13% coupon and a maturity date at 7 April 2028. These notes were issued off the EMTN Programme and are listed on the LSE. The Loans to BATIF plc mirror the Notes and are entered into on arms' length basis, including an additional handling fee. The Loans are documented in accordance with the Master Inter-Group Treasury Products Agreement ("MIGTPA") of the Group. On 8 April 2020 the Company entered into a guarantee agreement with BAT plc whereby BAT plc unconditionally and irrevocably guarantees the fulfilment of all obligations of BATIF plc as obligor under the Loans.

On the maturity date, 7th of October 2024, the Company repaid the notes issued on 7 April 2020 in an amount of EUR 850 million. On the same date BATIF plc repaid the related mirror loan.

On 3 June 2020, the Company acceded to the ECP as an issuer. The proceeds of any issuances are lent immediately to BATIF plc on an arms' length basis. During the year, the Company had no outstanding amounts under the ECP Programme and no outstanding balance is recognized on the balance sheet at year end.

On 16 February 2023, the Company has issued new EUR 800 million 5.375% Notes on the LSE (London Stock Exchange) due 16 February 2031 under the EMTN Programme (the "2023 Notes"). On 16 February 2023, the Company entered into a loan agreement with BATIF plc at the same terms and conditions as the New Notes, with an additional spread of 4.75bps (the "2023 Loan'). The Loan has been unconditionally and irrevocably guaranteed by BAT plc.

The result after tax of the Company for the year ended 31 December 2024 amounted to EUR 744 thousand (2023: EUR 736 thousand).

The Company's liquidity ratio is 1.02 (2023: 1.00) and the Company has a solvability ratio of 0.08 (2023: 0.04).

No cash flows and financing requirements are applicable.

4

B.A.T. NETHERLANDS FINANCE B.V.

Directors' report

RISK ANALYSIS

This section focuses on those risks the Board believes to be the most important after assessment of the Iikelihood and the potential impact on the business. Not alI of these risks are within the control of the Company and other risks besides those Iisted may affect the Company's performance.

The principal risks that may affect the Company are set out below.

Strategy

The principal activity of the Company is that of a financing company. Any default risk is managed by matching the maturity profile of the long-term liabilities with the maturity profile of the long-term loans to BATIF plc, a handling fee of +4.75bp and by having a guarantee agreement between the Company and BAT plc against a default of BATIF plc. In case short-term liabilities exist, these will be managed by matching the maturity profile with the short-term loans to BATIF plc, a handling fee of +4.75bp and by having a guarantee agreement between the Company and BAT plc against a default of BATIF plc.

Operational activities

The Company periodicaIIy reviews the risks that are associated with its operations and complies with the BAT Group's system of internal control and processes designed to safeguard shareholder's investment and the Company's assets. These include the Control navigator, standards of business conduct and policies on anti-money laundering & corruption and sanctions.

The Company obtains its operational services from British American Tobacco International (Holdings) B.V. ("BATIH") and BATIH ensures that its employees are qualified to provide these services. The BAT Group provides annual compulsory training of key employees.

The Company issues Notes under BAT Group financing programmes that are ultimately guaranteed by BAT plc. The BAT Group financing programmes are regulated under UK or US law and are verified by external counsel providing legal advice on the financing programme as such as well as the participation of the Company in the financing programme. The long-term loans to the shareholder are at arms' length and based on the MIGTPA. Management performs a yearly assessment of the financial performance of BATIF plc and its ability to repay the loans provided by the Company by reviewing the approved BATIF plc annual financial statements, taking into account credit ratings by credit agencies granted to BAT Group in order to determine potential credit risk.

These activities are designed to manage risks that may impede the achievement of the Company's objectives rather than to eliminate these risks and can therefore provide only reasonable, not absolute, assurance against material misstatement or Ioss.

Financial position

The Company is expected to maintain profitable as a result of the handling fee of +4.75bp, which will also ensure a positive cash flow. The Company is financially sound and profitable.

Financial reporting

In preparing this annual report, the Board of Directors has made judgements, estimates and assumptions that affect the application of the accounting principles and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. The Company relies on the provision of services by British American Shared Services (Europe) S.R.L. ("GBS"), the BAT Group's central treasury accounting department defining all processes in SAP and which maintains the underlying information input such as ratings and on services provided by BATIH. The Company and GBS implemented different controls in the financial reporting process, such as the authorization of transactions and review of financial information.

5

B.A.T. NETHERLANDS FINANCE B.V.

Directors' report

RISK ANALYSIS - continued

Laws and regulation

The Company identified reguIatory compliance in general as important. There are severaI processes in pIace to ascertain and manage this risk. In order to gain comfort over the risk, the Company engages with specialist partners at Stibbe N.V. for the provision of legal advice on specific transactions and on corporate governance in general. Loyens Loeff N.V. provides the notarial support to the Company. Updates on upcoming changes in legislation are provided to the Company as well as permanent professional education. Legal updates are given as required to the Board of Directors of the Company. Based on the controls the Company is abIe to comply with reguIation and to respond timely to changes.

As a consequence of the Brexit, as per 1 January 2021, the Company no longer forms part of the fiscal unity of BATIH but continues as standalone taxpayer under the Dutch Collection of State Taxes Act. The Tax Sharing Agreement between the Company and BATIH remains active for the years the Company has been part of the Fiscal Unity and BATIH thus continues to indemnify the Company in relation to the ongoing tax litigation of the Fiscal Unity. Under the Dutch Collection of State Taxes Act, the Company and its fellow fiscal unity members were jointly and severally liable for any taxes payable by the Fiscal Unity for the years the Company has been part of the Fiscal Unity.

Corruption and fraud

All BAT Group companies operate under the Group's policies on Standards of Business Conduct ('SoBC") and related policies (which sets out policies for Speak Up; respect in the workplace; human rights; health; safety and welfare; environmental; lobbying and engagement; conflicts of interest; anti-bribery and corruption; gifts and entertainment; political contributions; community investment; protection of corporate assets and financial integrity; competition and anti-trust; anti-money laundering and tax evasion; sanctions; anti-illicit trade; data privacy; and information security), SOX control measures and are reporting on their activities in systems as Control Navigator. During 2024 all BAT employees worldwide completed the SoBC training and compliance sign off procedure. No fraud has been detected during 2024.

Social responsibility

As part of the BAT Group, the Company adheres to the BAT Group's commitment to carry out its business in an environmentally responsible and sustainable way.

The Company does not employ any personnel. The Company belongs to the BAT Group which complies with the policy on Inclusion and Diversity.

The Company is not an employer but receives its required services from Group entities that need to comply and adhere to the Group's policies on social responsibility. An example is the BAT Group Code of Conduct, which includes business integrity, anti-bribery and corruption, environmental sustainability and respect for human rights (covering equal opportunities and fair treatment, health and safety, prevention of harassment and buIIying and freedom of association).

The external service providers, such as Stibbe N.V., Loyens Loeff N.V. and KPMG N.V. are all verified suppliers on the Group list of preferred suppliers and have been investigated to adhere to the same standards. More details on the above principles can be found on www.bat.com/principles.

6

B.A.T. NETHERLANDS FINANCE B.V.

Directors' report

FINANCIAL INSTRUMENTS

The maximum amount of credit risk that the Company incurs is EUR 1,701.5 million (2023: EUR 2,552.8 million),

consisting of EUR 1,642.7 million (2023: EUR 2,489.8 million) due from BATIF plc by way of long-term loans, EUR 57.8

million (2023: EUR 62.6 million) accrued interest, also due from BATIF plc and EUR 0.9 million (2023: EUR 0.4 million) due on the cash pool agreement. The back-to-back loans to BATIF plc are well secured against default by way of a guarantee agreement between the Company and BAT plc.

The interest and cash flow risk is considered low. The back-to-back loans to BATIF plc mirror the terms and conditions of the Notes in issue by the Company plus an additional fixed margin of +4.75bp, hence no residual interest risk remains. The repayment risk is low as a result of the guarantee provided by BAT plc.

Interest risk on the cash pool agreement with BATOF plc is low due to the limited balances maintained which are only to cover administrative costs of the Company.

The Company is able to verify the financial position of the issuers under the Group financing programmes with Central Treasury and Group Accounting and has no indications that any of the issuers under the respective financing programmes will not meet their obligations as they fall due for at least the next 12 months. No events of default were noted in the period up to the date of submission of these accounts.

OUTLOOK

There is currently no intention to issue Notes under the EMTN Programme on any other market than the UK and on the LSE.

The BAT Group has GBP 3.26billion of bonds, issued under both the EMTN Programme and the Shelf Programme, maturing during 2025. It is expected that bonds will be refinanced subject to deleveraging and cash positions of the BAT Group during the year. The BAT Group consider all currencies and platforms for these refinancings. A portion may be refinanced in euro, the bulk most likely in USD.

The BAT Group is continuously looking to opportunities to reduce its costs/costs of financing and, depending on market circumstances, new notes may be issued by any of the issuers, including the Company.

In 2025 the Company is expected to continue to be profitable. The margin generated by the Company on the long-term liabilities and the long-term loans to shareholders is a handling fee of +4.75bp.

The Board of Directors

J E P Bollen

D P I Booth

H M J Lina

N A Wadey

7

B.A.T. NETHERLANDS FINANCE B.V.

Balance sheet as at 31 December 2024
Before appropriation of result		31 December 2024	31 December 2023
All amounts in EUR'000	Notes
Fixed assets
Financial fixed assets
Long-term loans to shareholder	1	1,642,727	1,641,143
		__________	__________
		1,642,727	1,641,143
Current assets
Other receivables	2	58,734	911,627
		__________	__________
		58,734	911,627
		__________	__________
Total assets		1,701,461	2,552,770
		==========	==========

Shareholder's equity	3
Issued capital		18	18
Other Reserves		613	277
Unappropriated result		744	736
		__________	__________
		1,375	1,031
Non-Current liabilities	4	1,642,747	1,641,274
Current liabilities
Other liabilities	5	57,339	910,465
		__________	__________
		57,339	910,465
		__________	__________
		1,701,461	2,552,770
		==========	==========

8

B.A.T. NETHERLANDS FINANCE B.V.

Profit & loss account for the year 2024
		2024	2023
All amounts in EUR'000
Financial income	7	89,132	88,134
Financial expense	8	(88,018)	(86,978)
		__________	__________
Net financial result		1,114	1,156
Other operating expenses	9	(129)	(182)
		__________	__________
Profit before tax		985	974
Taxation	10	(241)	(238)
		__________	__________
Profit after tax		744	736
		==========	==========

9

B.A.T. NETHERLANDS FINANCE B.V.

Notes to the 2024 financial statements

General

1. Reporting entity and relationship with parent companies

The Company, having its legal address at Handelsweg 53 A, 1181 ZA Amstelveen, is a private limited liability company under Dutch law and is listed under number 60533536 in the Trade Register. 100% of the shares of the Company are held by B.A.T. International Finance p.l.c. ("BATIF plc"), London, United Kingdom.

The Company's ultimate parent undertaking is British American Tobacco p.l.c. ("BAT plc"), a public limited company being incorporated in the United Kingdom and registered in England and Wales. The financial information of the Company is included in the consolidated financial statements of BAT plc and may be obtained from www.BAT.com.

The principal activity of the Company is that of a financing company within the BAT group.

1. Financial Reporting period

The financial year of the Company ends on 31 December. The profit & loss account covers the year from 1 January to 31 December and the balance sheet date is 31 December.

1. Related parties

Transactions with related parties are disclosed if they have not been entered into at arm's length. Disclosed are the nature and amounts involved with such transactions, and other information that is deemed necessary for an insight into the transactions. All subsidiaries, associates and joint ventures of BAT plc are considered to be a related party. Entities which can control the Company are also considered a related party. In addition, the Board of Directors and other key management (and their close relatives) of both the Company and its parent undertakings are regarded as related parties. Refer notes 1, 2, 7, 8, 11, 13, 15 and 16 for the identified related parties.

1. Cash flow statement

The Company does not include a cash flow statement in its financial statements as the Company's cash flows are included in the consolidated financial statements of British American Tobacco p.l.c. Copies of the Group report and accounts of BAT plc are available at www.sec.gov.

1. Basis of preparation and accounting policies

The financial statements have been prepared in accordance with Title 9, Book 2 of the Netherlands Civil Code. The accounting policies applied for measuring assets and liabilities and the determination of result are based on the historical cost convention, unless otherwise stated in the further principles. The Company has deviated from the requirements for the profit & loss account in the Decree Model Financial Statements in view of the nature of the Company's activities.

General

Assets and liabilities are measured at historical cost, unless otherwise stated in the further principles.

An asset is recognised on the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the Company and the asset has a cost price or value which can be measured reliably. Assets that are not recognised on the balance sheet are considered as off-balance sheet assets.

A liability is recognised on the balance sheet when it is expected that the settlement of an existing obligation will result in an outflow of resources embodying economic benefits and the amount necessary to settle this obligation can be measured reliably.

10