British American Tobacco p l c : Notice of Meeting – 2025 AGM (2.4 mb)

Contents

Letter from the Chair	1
Notice of Meeting and resolutions to be proposed	2
Explanatory Notes to the Notice of Meeting	4
Additional Information	6
Board of Directors	10
Appendix - 2025 PSP Rules	14

The 2025 Annual General Meeting will be held at 11.30am on Wednesday, 16 April 2025 at:

Hilton London Bankside,

2-8 Great Suffolk Street, London SE1 0UG

• For further details on attending the meeting please see page6

To be valid, proxy appointments must be received no later than 11.30am UK time or 12.30pm South African time on Monday, 14 April 2025.

• For further details on proxy appointments please see page6 to 9

Please refer to the British American Tobacco p.l.c. website for any updates to the arrangements for the Annual General Meeting.

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 business activity refer to British American Tobacco Group operating companies, collectively or individually as the case may be.

The following documents are available to be viewed at or downloaded from the Company's website www.bat.com

• Annual Report and Form 20-F 2024 www.bat.com/annualreport
• Performance and Sustainability Summary 2024 www.bat.com/annualreport
• Notice of Annual General Meeting 2025 www.bat.com/AGM

BAT Notice of Annual General Meeting 2025

Letter from the Chair

British American Tobacco p.l.c. (the "Company") will hold its 2025 annual general meeting ("AGM") (the "Meeting") at Hilton London Bankside, 2-8 Great Suffolk St, London SE1 0UG at 11.30am on Wednesday, 16 April 2025.

Dear Shareholder

I am pleased to invite you to the Company's 2025 AGM. Shareholders are encouraged to submit their proxy instruction before the applicable proxy deadline (see pages 6 to 9 for further information). Shareholders who are unable to attend the Meeting are invited to submit questions online at bat.com/agm by 5.00pm UK time on Tuesday, 8 April 2025. Please refer to page 8 for further details.

Business of the Meeting

The business of the Meeting is detailed in the following pages, with explanatory notes for further context and additional information on attendance, voting and submitting questions.

Remuneration Policy

Resolution 2 seeks shareholders' approval for the new Directors' Remuneration Policy (the "Policy"). The Policy sets out the Company's forward-looking policy on Directors' remuneration, including the approach to recruitment and exit payments to Directors.

The Policy is subject to a binding shareholder vote by ordinary resolution at least every three years. If the Policy is approved, the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or past Director, unless the payment is consistent with the Policy or has been approved by the shareholders of the Company. Details of the proposed changes to the current approved policy are summarised in the Directors' Remuneration Report on page 217 of the Annual Report and Form 20-F 2024.

Re-appointment of auditors

Resolution 4 proposes the re-appointment of KPMG LLP ("KPMG") as the Company's auditors. KPMG were initially appointed as the Company's auditors in 2015. As set out on page 167 of the Annual Report and Form 20-F 2023, in 2023 the Audit Committee conducted a competitive tender process in respect of the external audit for the 2025 financial year, resulting in the Board accepting the recommendation from the Audit Committee to appoint KPMG as external auditors for the 2025 financial year.

Appointment and Re-appointment of Directors

All Directors will retire at the 2025 AGM and seek re-appointment by shareholders, except for Soraya Benchikh and Uta Kemmerich-Keil who will be proposed for election for the first time. Soraya joined the Board in May 2024 as Chief Financial Officer and brings extensive financial and strategic experience to the Board. Uta joined the Board as Non- Executive Director in February 2025, bringing with her notable transformational and M&A expertise.

A summary of the skills brought to the Board and contribution by each of the

Directors standing for election or re-election (as applicable) can be found on pages 10 to 13. Full biographical details can be found on our website

at www.bat.com.

Following the Board performance review process conducted for 2024, the Board considers that each Director continues to make a valuable contribution to the Board and to the Committees of which they are a member, and that all Board members work effectively together to contribute to the Company's long-term success.

Performance Share Plan

Resolution 18 seeks shareholder approval to establish the Performance Share Plan ("PSP"), to replace the 2016 Long-Term Incentive Plan which expires in April 2026. The proposal follows a comprehensive review of the Company's long-term incentive arrangements in the context of the proposed new Policy. A summary of the PSP and its provisions may be found in the Appendix.

Dividends

The Board has approved payment of an interim dividend of 240.24p per ordinary share of 25p, payable in four equal quarterly instalments of 60.06p per ordinary share in May 2025, August 2025, November 2025 and February 2026. The dividend payments will be made to shareholders registered on the UK Register or the South African Branch Register and to holders of American Depositary Shares ("ADSs"), each on the applicable record dates. The dividends receivable by ADS holders in US dollars will be calculated based on the exchange rate on the applicable payment dates. The dividends receivable by shareholders on the South Africa Branch Register in Rand will be calculated based on the exchange rate at the last practicable date prior to the payment thereof. Further information on dividends can be found on pages 449 to 450 of the Annual Report and Form 20-F 2024.

Voting

Please refer to pages 6 to 9 for guidance on the completion and return of the applicable voting documentation that shareholders received with this Notice.

The results of voting on all Resolutions will be announced via the Regulatory News Service and published on our website as soon as possible after the end of the AGM.

Recommendation

The Board considers that the proposed resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommends that shareholders vote in favour of Resolutions 1 to 21, as the Directors intend to do in respect of their own beneficial shareholdings.

Luc Jobin

Chair

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BAT Notice of Annual General Meeting 2025

Notice of Meeting and resolutions to be proposed

Notice is hereby given that the 2025 Annual General Meeting of British American Tobacco p.l.c. will be held at 11.30am on Wednesday, 16 April 2025 at Hilton London Bankside, 2-8 Great Suffolk Street, London SE1 0UG for the following business:

Ordinary resolutions

To consider and, if thought fit, to pass the following ordinary resolutions:

1. To receive the accounts and the reports of the Directors and auditors for the year ended 31 December 2024.
2. To approve the Directors' remuneration policy in the form set out in the Directors' remuneration report in the Company's Annual Report and Form 20-F for the year ended 31 December 2024.
3. To approve the Directors' remuneration report, other than the part containing the Directors' remuneration policy, in the form set out in the Company's Annual Report and Form 20-F for the year ended 31 December 2024.
4. To re-appoint KPMG LLP as the Company's auditors until the conclusion of the next general meeting at which accounts are laid.
5. To authorise the Audit Committee of the Board to agree the auditors' remuneration.
6. To re-elect Luc Jobin as a Director of the Company.
7. To re-elect Tadeu Marroco as a Director of the Company.
8. To re-elect Kandy Anand as a Director of the Company.
9. To re-elect Karen Guerra as a Director of the Company.
10. To re-elect Holly Keller Koeppel as a Director of the Company.
11. To re-elect Véronique Laury as a Director of the Company.
12. To re-elect Darrell Thomas as a Director of the Company.
13. To re-elect Serpil Timuray as a Director of the Company.
14. To elect Soraya Benchikh as a Director of the Company.
15. To elect Uta Kemmerich-Keil as a Director of the Company.
16. To authorise the Company and its subsidiaries during the period this Resolution has effect, for the purposes of Part 14 of the Companies Act 2006 (the "Act"):
17. 1. to make political donations to political parties or independent election candidates not exceeding £100,000;
    2. to make political donations to political organisations other than political parties not exceeding £100,000; and
    3. to incur political expenditure not exceeding £100,000,

provided that the aggregate of donations and expenditure under (a),

(b) and (c) does not exceed £100,000.

For the purposes of this Resolution the authorised sum may be comprised of one or more amounts in different currencies which, for the purposes

of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same.

This authority shall expire at the conclusion of the Annual General Meeting in 2026 or at the close of business on 16 July 2026 (whichever is earlier).

Words and expressions defined for the purpose of the Act have the same meaning in this Resolution.

1. To resolve that the Directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares of the Company up to a nominal value of £183,709,558, which represents not more than one-third of the total issued share capital of the Company as at 4 March 2025 (excluding treasury shares). This authority shall expire at the conclusion of the Annual General Meeting in 2026 or at the close of business on 16 July 2026 (whichever is earlier) save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired.
2. To approve the rules of the British American Tobacco p.l.c. Performance Share Plan (the "PSP"), in the form produced at the AGM and initialled by the Chair of the AGM for the purposes of identification (a summary of which is set out in the Appendix to the Notice of Meeting); and to authorise the Directors of the Company to establish further plans based on the PSP for the benefit of Directors and employees of the Company and/or its subsidiaries who are located outside the United Kingdom, with such modifications as may be necessary or desirable in order to take account of local tax, exchange control or securities laws as they consider appropriate provided that any ordinary shares made available under such plans shall be treated as counting against any individual or overall limits contained in the PSP.

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BAT Notice of Annual General Meeting 2025

Special resolutions

To consider and, if thought fit, to pass the following special resolutions:

19. To resolve that subject to the passing of Resolution 17 above, the Directors be authorised in accordance with Sections 570 and 573 of the Companies 2006 (the "Act") to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority granted by Resolution 17 above and to sell treasury shares for cash as if Section 561(1) of the Act did not apply to any such allotment, provided that it is limited to the allotment of equity securities or sale of treasury shares:

1. in connection with a pre-emptive offer; and
2. otherwise than in connection with a pre-emptive offer, up to a nominal value of £27,556,433, which represents no more than 5% of the total issued ordinary share capital of the Company, in issue as at 4 March 2025.

This authority shall expire at the conclusion of the Annual General Meeting in 2026 or at the close of business on 16 July 2026 (whichever is earlier) save that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this Resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution, a "pre-emptive offer" is an offer of securities in favour of the holders of ordinary shares ("shareholders") on the register of members at such record dates as the Directors may determine where the equity securities attributable to the interests of the shareholders are proportionate (as near as practicable) to the numbers of ordinary shares held by them on any such record dates, subject to such exclusions or arrangements as the Directors deem necessary or expedient to deal with treasury shares, fractional entitlements, legal or practical problems arising under the laws of any overseas territory, the requirements of any regulatory body or stock exchange, by virtue of ordinary shares being represented by depositary receipts or any other matter.

1. To resolve that the Company be and is generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of Section 693 of the Act) of ordinary shares of 25p each in the capital of the Company provided that:
2. 1. the maximum number of ordinary shares of 25p each in the capital of the Company authorised to be acquired is 220,451,469;
   2. the minimum price which may be paid for an ordinary share is 25p which amount shall be exclusive of expenses;
   3. the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher of:
   4. 1. 105% of the average of the middle market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
      2. the higher of the price of the last independent trade and the highest current bid for an ordinary share on the trading venues where the market purchases by the Company pursuant to this Resolution will be carried out;
   5. the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or at the close of business on 16 July 2026 (whichever is earlier) unless such authority is renewed prior to such time; and
   6. the Company may make a contract to purchase its ordinary shares under the authority conferred by this Resolution prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
3. To resolve that a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By Order of the Board

Caroline Ferland

Company Secretary

5 March 2025

Registered Office:

Globe House

4 Temple Place

London WC2R 2PG

Registered in England and Wales

No. 03407696

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BAT Notice of Annual General Meeting 2025

Explanatory Notes to the Notice of Meeting

The Board considers that the proposed resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of Resolutions 1 to 21, as the Directors intend to do in respect of their own beneficial shareholdings.

Resolution 1:

Receipt of the 2024 Report and Accounts

The Directors must present the annual report and accounts to the Meeting and shareholders may raise any questions on the reports and financial statements under this Resolution.

Resolution 2:

Directors' Remuneration Policy

Resolution 2 is an ordinary resolution which requests shareholders to approve the Directors' remuneration policy in relation to future payments to the Directors (the "Policy"). The Policy sets out the Company's forward-looking policy on Directors' remuneration (including the approach to recruitment and exit payments to Directors) which is subject to a binding shareholder vote by ordinary resolution at least every three years.

If the Policy is approved, it will remain valid for up to three financial years and the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or past Director, unless the payment is consistent with the Policy or has been approved by the shareholders of the Company. Details of the proposed changes to the current approved remuneration policy are summarised in the Remuneration Report on page 217 of the Company's Annual Report and Form 20-F for the year ended 31 December 2024 (the "Annual Report 2024").

Resolution 3:

Directors' remuneration report

In accordance with the provisions of the Companies Act 2006 (the "Act"), the Directors' remuneration report (the "Remuneration Report") in the Company's Annual Report 2024 consists of:

• the Annual Statement on Remuneration by Kandy Anand, Chair of the Remuneration Committee;
• the Annual Report on Remuneration, which sets out the remuneration paid to the Company's Directors during the year ended 31 December 2024; and
• the Remuneration Policy referred to in the explanatory note to Resolution 2.

Resolution 3 is an ordinary resolution to approve the Remuneration Report, other than the part containing the Policy as described above.

Resolution 3 is an advisory resolution and is not specific to individual levels of remuneration and does not affect the future remuneration paid to any Director.

Resolution 4:

Re-appointment of the auditors

The Company is required to appoint auditors at each general meeting at which accounts are presented, to hold office until the conclusion of the next such meeting. This Resolution, on the recommendation of the Audit Committee, proposes the re-appointment of KPMG LLP as auditors of the Company.

KPMG LLP was initially appointed as the Company's auditors in 2015. As set out on page 167 of the Annual Report and Form

20-F 2023, in 2023 the Audit Committee conducted a competitive tender process in respect of the external audit for the 2025 financial year, resulting in the Board accepting the recommendation from the Audit Committee to appoint KPMG LLP as external auditors for the 2025 financial year.

Resolution 5:

Authority for the Audit Committee to agree the auditors' remuneration

This Resolution authorises the Audit Committee of the Board to approve the terms of engagement and to set the remuneration of the Company's auditors.

Resolutions 6 - 15:

Election and re-election of Directors

In accordance with Provision 18 of the UK Corporate Governance Code 2024, all directors of companies listed in the Equity shares (commercial companies) category should be subject to election or re-election by their shareholders every year. Prior to making recommendations to the Board in respect of the Directors' submission for election or re-election (as applicable), the Nominations 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.

The Board considers the length of service of the members of the Board as a whole and the need for it to refresh its membership progressively over time. The results of the Board performance review conducted for 2024 show that the Board and its Committees continue to function effectively. Our review process also confirmed that each Director being proposed for election or re-election (as applicable) makes an effective and valuable contribution to the Board and demonstrates commitment to their roles, including making sufficient time for Board and Committee meetings and other duties. For further information on the 2024 Board performance review, please refer to pages 187 to 188 of the Annual Report and

Form 20-F 2024.

It is with this background that the Board recommends the election or re-election of Directors as set out in the separate Resolutions 6 to 15, respectively. Each Director's biographical details, including a summary of their skills, experience and contribution are set out on pages 10 to 13. The details set out in each of the Directors' biographies, in the Board's view, illustrate why each Director's contribution is, and continues to be important to the Company's long-term sustainable success and may assist shareholders to take an informed decision on their election or re-election.

Resolution 16:

Authority to make donations to political organisations and to incur political expenditure

The Act requires shareholder approval for donations by companies to:

a.registered political parties; b.other political organisations; and

c.independent election candidates, totalling more than £5,000 in any 12-month period.

Shareholder approval is also required for any political expenditure (subject to limited exceptions).

What constitutes a political donation or political expenditure in this context is very wide and is open to interpretation. Sponsorship, subscriptions and payment of expenses could all be in scope. It could also extend to donations and contributions to bodies concerned with policy review, law reform and the representation of the business community. In addition, it could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support

or influence support for a particular political party.

The existing authority for these payments expires at the end of the Company's 2025 AGM.

The Company's policy is still not to make political donations or incur political expenditure as those expressions are ordinarily understood. However, the Directors consider that it is in the best interests of the shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business. To avoid inadvertently infringing the Act, the Directors are seeking authority for the Company and its subsidiaries to make political donations and to incur political expenditure during the period from the date of the AGM in 2025 to the end of the AGM in 2026 or at the close of business on 16 July 2026 (whichever is earlier). This is subject to a maximum aggregate amount of £100,000.

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BAT Notice of Annual General Meeting 2025

Resolution 17:

Authority to allot securities

This resolution would give the Directors authority to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £183,709,558, which represents not more than one-third of the total issued ordinary share capital of the Company (excluding treasury shares) as at 4 March 2025, being the last practicable date prior to the publication of this AGM Notice. The Investment Association ("IA") guidelines on directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to one-third of the Company's issued share capital.

There are no present plans to allot new shares, other than in relation to employee share plans. However, the Directors consider that it is in the best interests of the Company to maintain the flexibility that this authority provides to manage the Group's capital resources.

If this Resolution is passed, the authority will expire on the earlier of the conclusion of the AGM in 2026 or at the close of business on 16 July 2026.

As at 4 March 2025, being the last practicable date prior to publication of this AGM Notice, the Company is holding 133,255,156 shares in treasury representing 6.04% of the Company's issued ordinary share capital (excluding treasury shares).

Resolution 18:

Authority to establish the British American Tobacco p.l.c. Performance Share Plan

The Directors are seeking shareholders' approval to establish the British American Tobacco p.l.c. Performance Share Plan (the "PSP"). The PSP is to replace the current Long-Term Incentive Plan 2016, which expires in April 2026. The proposal follows a comprehensive review of the Company's long-term incentive arrangements in the context of the proposed new Policy (see Resolution 2 above). This review process included consultation with the Company's shareholders during the last quarter of 2024. A summary of the principal provisions of the PSP is set out in the Appendix.

A copy of the PSP rules is available for inspection during normal business hours at the registered office of the Company on any weekday (excluding Saturdays, Sundays and UK public holidays), and is also available via the FCA's National Storage Mechanism. A copy of the PSP rules will also be available for inspection at the AGM venue on the morning of the Meeting from 11.00am (UK time) until its conclusion.

Resolution 19:

Disapplication of statutory pre-emption rights

The purpose of Resolution 19 is to authorise the Directors (subject to the passing of

Resolution 17) to allot new shares of the Company and to sell treasury shares for cash as if the pre-emption provisions of Section 561 of the Act do not apply. Under Section 561(1) of the Act, if the Directors wish to allot new shares, or grant rights to subscribe for, or convert securities into, shares, or sell treasury shares for cash (other than pursuant to an employee share scheme), these must first be offered to existing shareholders pro rata to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a preemptive offer to existing shareholders. This cannot be done under the Act unless shareholders have first waived their statutory pre-emption rights. Resolution 19 asks shareholders to do this.

Part (a) of Resolution 19 is to authorise the Directors to conduct a rights issue or other pre-emptive offer (being an offer of shares to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings) without the need to comply with the strict guidelines of the statutory pre-emption provisions but instead, subject to such limits, restrictions or arrangements as the Directors consider necessary. This part of the authority is limited to shares up to a nominal value of £183,709,558 which represents approximately one-third of the issued ordinary share capital of the Company as at 4 March 2025 (being the last practicable date prior to publication of this AGM Notice).

In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of ordinary shares or other equity securities or sell treasury shares for cash on a non-pre-emptive basis. Accordingly, part (b) of Resolution 19 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 17, or sell treasury shares, up to a nominal value of £27,556,433 which represents approximately 5% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 4 March 2025. The authority sought under this Resolution 19 is within the limits set out in the Pre-emption Group's Statement of Principles issued in November 2022 and the Directors confirm their intention to follow the shareholder protections contained in Part 2B of the Statement of Principles.

The authority granted by Resolution 19 will expire at the conclusion of the AGM in 2026 or at the close of business on 16 July 2026, whichever is earlier.

The Directors have no present intention of exercising this authority, however, the Directors consider that it is in the best interests of the Company to maintain the

flexibility that this authority provides to manage the Group's capital resources.

Resolution 20:

Authority for market purchases

As required by the Act, the Directors are requesting this authority which, in accordance with practice in the UK, represents not more than ten per cent of the ordinary issued share capital (excluding treasury shares) as at 4 March 2025. The Company's exercise of this authority is subject to the upper and lower limits on the price payable set out in the Resolution. Similar resolutions have been approved by shareholders at previous AGMs of

the Company.

The Directors will only exercise this authority if they consider it is in the best interests of shareholders generally and if the purchase could be expected to result in an increase in earnings per share.

As announced on 18 March 2024, the Company is undertaking a £1.6 billion share purchase during 2024-25, with £900 million of such purchases to take place in 2025. The Directors intend that all ordinary shares purchased under this authority be immediately cancelled, thereby reducing the number of ordinary shares in issue.

The authority granted by Resolution 20 will expire at the conclusion of the AGM in

2026 or at the close of business on 16 July 2026, whichever is earlier. The total number of options to subscribe for shares outstanding at 4 March 2025 was 899,409 ordinary shares, which represents 0.0408% of the issued ordinary share capital (excluding treasury shares) at that date. If the Company were to utilise the full authority to purchase its own shares in accordance with this Resolution and what remains as at 4 March 2025 of the existing authority to purchase taken at last year's AGM (which expires at the end of this year's AGM), then the number of options outstanding would represent 0.0503% of the reduced share capital (excluding treasury shares).

Resolution 21:

Notice of general meetings

The Act specifies that the notice period required for general meetings (other than AGMs) of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Resolution 21 seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

AGMs will continue to be held on at least 21 clear days' notice.

The shorter notice period of 14 clear days would not be routinely used for general meetings, but only where the business of the meeting merits that flexibility and the Directors believe it to be beneficial to shareholders as a whole.

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BAT Notice of Annual General Meeting 2025

Additional Information

1. Meeting information

The Venue for the 2025 AGM is Hilton London Bankside, 2-8 Great Suffolk Street, London SE1 0UG.

Getting to the AGM venue:

By underground

The nearest underground stations are Southwark, Blackfriars, Waterloo or London Bridge.

We recommend that you obtain up-to-date travel information from Transport for London at www.tfl.gov.uk (tel: [phone]) before you travel.

By mainline train

The nearest mainline stations are Waterloo East, Blackfriars or London Bridge.

Registration:

The AGM will start promptly at 11.30am (UK time). Shareholders wishing to attend the Meeting are advised to arrive at the venue in good time to register and by no later than 11.00am (UK time).

For your personal safety and security there will be checks and bag searches of everyone attending the Meeting. We recommend that you arrive in time to allow for these procedures.

Recording equipment, cameras and other items that might interfere with the good order of the Meeting will not be permitted in the auditorium.

The recording or photographing of the event and the proceedings of the Meeting by any device at any time is strictly forbidden. Any infringement will be dealt with appropriately by the Company's authorised personnel.

You are requested to turn off all mobile devices during the Meeting, unless you are using your personal mobile device for voting purposes.

There will be facilities for shareholders who are in wheelchairs. Anybody accompanying a shareholder as a carer will be admitted to the Meeting. A hearing induction loop will be available for those who wish to use it.

2. Stock exchange listings

The Company's ordinary shares are listed on the London Stock Exchange (the primary listing), the Johannesburg Stock Exchange (JSE Limited) in South Africa (the secondary listing) and on the New York Stock Exchange in the form of American Depository Shares (ADSs).

3. Voting

Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. Only shareholders, proxies and authorised representatives of corporations which are shareholders are entitled to attend, speak and vote at the Meeting. Entitlement to attend and vote at the Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company's shareholder register at 8.00pm on Monday, 14 April 2025 in the case of the UK Register, and, in the case of the South African Branch Register, at 9.00pm (South Africa Standard Time) on the same date or, if the Meeting is adjourned, 8.00pm in the case of the UK Register on the date two working days prior to the day of the adjourned meeting, and, in the case of the South African Branch Register, at 9.00pm (South Africa Standard Time) on the same date. In each case, changes to the shareholder register after that time will not be taken into account. For further details relating to the voting and participation rights of shareholders, please refer to the Company's Articles of Association, available on the Company's website at www.bat.com/constitution.

As at previous AGMs, voting on Resolutions 1 to 21 will be conducted by way of a poll.

A poll reflects the number of voting rights exercisable by each member and so is the most democratic method of voting. All the votes of those present will be counted and added to those received by proxy. The voting results will be released to the market and published on our website www.bat.com as soon as practicably possible following the Meeting.

4. Appointment of proxies and use of voting instructions

a. Relevant for UK and certificated South African shareholders

The provisions of this sub-paragraph are applicable to both shareholders on the UK Register and certificated shareholders on the South Africa Branch Register.

Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on their behalf at the Meeting.

Shareholders entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf, provided that each proxy is appointed to exercise the rights attached to a different share

or shares by that shareholder. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the AGM in person.

A shareholder may appoint the Chair of the AGM to vote on their behalf. If you choose to appoint the Chair of the AGM as your proxy, your vote will be submitted in accordance with your instructions. If you give the Chair of the AGM discretion over how to vote, your vote will be submitted in line with the Board's recommendation for each resolution. If a shareholder wishes to appoint a person, other than the Chair of the AGM, the name of the chosen proxy holder should be inserted in the space provided on the form of proxy. Where the proxy is being appointed in relation to less than the shareholder's full voting entitlement, the number of shares in relation to which they are authorised to act as proxy should be entered in the box next to the proxy holder's name. If left blank the proxy will be deemed to be authorised in respect of the shareholder's full voting entitlement. If the proxy form has been issued in respect of a designated account for a shareholder, the proxy will be deemed to be authorised in respect of the full voting entitlement for that account.

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BAT Notice of Annual General Meeting 2025

A proxy form for shareholders on the UK Register ("Proxy Form") or a Proxy Form - South Africa for certificated shareholders on the South Africa Branch Register ("PFSA") is enclosed. Proxy Forms and PFSAs are collectively hereafter referred to as "Forms". To appoint more than one proxy, additional Forms may be obtained by contacting the Registrars or Transfer Secretaries or such Forms may be photocopied. Details of where to send completed Forms are set out therein.

Shareholders should also indicate by ticking the box provided if the proxy instruction

is one of multiple instructions being given. All Forms must be signed and should be returned together in the same envelope.

Shareholders may appoint

a proxy online by logging on to www.eproxyappointment.com and following the on-screen instructions. You will need the Control Number, PIN and shareholder reference number printed on the form of proxy.

To be valid, proxy appointments must be received no later than 11.30am UK time or 12.30pm South African Standard Time, on Monday, 14 April 2025 (or, if the Meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting).

b. Relevant for beneficial owners of shares on the South Africa Branch Register

The provisions of this sub-paragraph are applicable to beneficial owners of shares on the South Africa Branch Register which are dematerialised through Strate ("Dematerialised South African Holders").

Dematerialised South African Holders should promptly provide their Central Securities Depository Participant ("CSDP") or broker with their voting instructions under the terms of the custody agreement entered into between the beneficial owner and CSDP or broker. The enclosed Voting Instruction Form must be used by Dematerialised South African Holders who have appointed the Transfer Secretaries, Computershare Investor Services Proprietary Limited, as their CSDP. Moreover, the enclosed Voting Instruction Form may be used by Dematerialised South African Holders who have not appointed the Transfer Secretaries as their CSDP, although such holders are responsible for checking that this form is consistent with the custody agreement concluded between them and their CSDP or broker.

Details of where Dematerialised South African Holders who have appointed the Transfer Secretaries as their CSDP must send their completed Voting Instruction Forms are set out therein. In all other instances, this will be governed by the custody agreement between the Dematerialised South African Holders and their CSDP or broker.

The Voting Instruction Form must

be signed by the Dematerialised South African Holder or the holder's attorney. A corporation may execute the Voting Instruction Form either under its common seal or under the hand of a duly authorised officer(s). Where the Voting Instruction Form is signed by an attorney, a certified copy of the relevant power of attorney, or the power itself, must accompany the Voting Instruction Form. If facsimile transmission is used the power of attorney must be certified.

Dematerialised South African Holders who appointed the Transfer Secretaries as their CSDP with the instruction that their ordinary shares are to be registered in the electronic sub-register of members in their own name and who wish to register an electronic proxy appointment, may do so at www.eproxyappointment.com. Full details of the procedure are given on that website and your Control Number, Shareholder Reference Number ("SRN") and PIN can be found on your Voting Instruction Form. Electronic proxy appointments must be received by 12.30pm (South Africa Standard Time) onMonday, 14 April 2025 (or, if the Meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting).

Dematerialised South African Holders (including those who have 'own name' registration) wishing to attend the AGM in person should promptly contact their CSDP or broker to obtain a letter of representation to enable them to do so.

Dematerialised South African Holders who have appointed the Transfer Secretaries as their CSDP must ensure their Voting Instruction Forms and requests for letters of representation are received by the Transfer Secretaries by 12.30pm (South Africa Standard Time) on Monday, 14 April 2025. All other Dematerialised South African Holders must ensure that their appointed CSDPs or brokers receive their Voting Instructions Forms or requests for letters of representation within the time periods required by their CSDP or brokers so as to ensure same can be made available to Strate by 12.30pm (South Africa Standard Time) on Monday, 14 April 2025.

c. Share Incentive Plan (the "Plan")

Participants in the Company's Plan may direct the trustee of the Plan (the "Trustee") to vote on their behalf by registering their vote electronically with the Trustee, at www.equateplus.com. Participants will be contacted by email on or around 20 March 2025 with confirmation of the voting deadline. Further detail will also be available when participants log in to complete the AGM voting task on their EquatePlus account.

d. Share Plan Account (previously known as the Vested Share Account)

Individuals who hold their shares through the Share Plan Account managed by Computershare Company Nominees Limited (the "Nominee") may exercise their voting rights in respect of those shares by registering their vote electronically with the Nominee at www.equateplus.com. Participants will be contacted by email on or around 20 March 2025 with confirmation of the voting deadline. Further detail will also be available when participants log in to complete the AGM voting task on their EquatePlus account.

e. ADS Holders

Holders of ADSs will receive a separate notice of meeting and proxy voting forms from Citibank N.A., as depositary bank for the American Depositary Receipt programme, scheduled to be dispatched on or around 13 March 2025.

Participants in the RAI 401k Savings Plan (the "401k Plan") or the Puerto Rico Savings

• Investment Plan (the "Puerto Rico SIP") may send voting instructions
  to the trustee of the 401k Plan or the custodian of the Puerto Rico SIP to vote on their behalf for the ADSs allocated to their account under the 401k Plan or the Puerto Rico SIP. ADSs for which no instructions are received will be voted by the trustee of the 401k Plan and the custodian of the Puerto Rico SIP in the same proportion as the ADSs for which instructions are received by each of them.

1. Information available on website A copy of this AGM Notice required by Section 311A of the Act and
   other information can be found at www.bat.com/agm.
2. Limitations of electronic addresses You may not use any electronic address provided in either this AGM Notice or any related documents (including the Forms) to communicate with the Company for any purposes other than those expressly stated.
3. Total voting rights

The total number of issued ordinary shares in the Company on 4 March 2025, which is the latest practicable date before the publication of the Notice of AGM, is 2,337,769,853 ordinary shares of 25 pence each. Each ordinary share carries one vote each on a poll. The Company holds 133,255,156 ordinary shares in treasury and is not permitted to exercise voting rights in respect of those shares. Therefore, the total number of votes exercisable as at 4 March 2025 is 2,204,514,697.

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BAT Notice of Annual General Meeting 2025

Additional Information

Continued

8. Shareholder rights

a. Publication of website statement

Shareholders should note that, under Section 527 of the Companies Act 2006 (the "Act"), members meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website

a statement setting out any matter relating to:

• the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM for the financial year beginning 1 January 2024; or
• any circumstance connected with an auditor of the Company (appointed for the financial year beginning
  1 January 2024) ceasing to hold office since the previous meeting at which the Annual Report and Accounts were laid.

The Company may not require the shareholders requesting any such website publication to pay its expenses

in complying with Sections 527 or 528 (requirements as to website availability) of the Act. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required, under Section 527 of the Act, to publish on a website.

b. Right to have a matter of business dealt with at the AGM

Shareholders meeting the threshold and time limit set out in Sections 338 and 338A of the Act can require that the Company give its members notice of a resolution and/or include in the business to be dealt with at the AGM any matter which may be properly included in that business provided in each case that the requirements of those sections are met and that the request is received by the Company not later than six clear weeks before the Meeting, or if later, the time

at which notice is given of the Meeting.

c. Right to ask questions at the AGM

Any member attending the Meeting has the right to ask questions.

The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if:

• to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information;
• the answer has already been given on a website in the form of an answer to a question; or
• it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Shareholders who are unable to attend the Meeting are invited to submit questions about the business of the AGM online at www.bat.com/agm. We will endeavour, to the extent practicable, to respond to all questions received by 5.00pm UK time on Tuesday, 8 April 2025, before the proxy deadline on 11.30am UK time on Monday, 14 April 2025.

9. Electronic proxy voting through CREST

CREST members wishing to appoint a proxy using the CREST electronic proxy appointment service may do so via the procedures described in the CREST Manual (available via www.euroclear.com). If you are a CREST personal member, a CREST sponsored member, or a CREST member who has appointed a voting service provider, you should refer to your sponsor or voting service provider who can take the appropriate action for you.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com).

The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by 11.30am (UK time) on Monday, 14 April 2025 (or, if the Meeting is adjourned, 48 hours (excluding non- working days) before the time set for the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to them by other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his/ her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

In this regard, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those Sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

10. Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.

Your proxy must be lodged by 11.30am

on Monday, 14 April 2025 (or, if the Meeting is adjourned, 48 hours (excluding non- working days) before the time set for the adjourned meeting) in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

11. Corporate representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

12. Joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

13. Nominated persons

A copy of this AGM Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Act ("nominated persons").

The right to appoint a proxy does not apply to nominated persons. Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

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