British American Tobacco : EMTN Programme - Notice of Issuer Substitution

British American Tobacco Holdings (The Netherlands) B.V.

Notice of Issuer Substitution to the holders of certain series of guaranteed notes each issued by British American Tobacco Holdings (The Netherlands) B.V. (" BATHTN ") under the £15,000,000,000 Euro Medium Term Note Programme of B.A.T. International Finance p.l.c. (" BATIF "), BATHTN and B.A.T. Netherlands Finance B.V. (" BATNF ") (as Issuers) and British American Tobacco p.l.c. (" British American Tobacco ") and each of the Issuers (except where it is the relevant Issuer) (as Guarantors)

Notice is hereby given to the holders of the:

·     Series 30 £325,000,000 5.500 per cent. Guaranteed Notes due 2016 (ISIN: XS0247309569) (the "Series 30 Notes ");

·     Series 36 €650,000,000 4.875 per cent. Guaranteed Notes due 2021 (ISIN: XS0468425615) (the "Series 36 Notes ");  

·     Series 37 €600,000,000 4.000 per cent. Guaranteed Notes due 2020 (ISIN: XS0522407351) (the "Series 37 Notes ");

·     Series 40 €750,000,000 2.375 per cent. Guaranteed Notes due 2023 (ISIN: XS0856014583) (the "Series 40 Notes "); and

·     Series 44 €600,000,000 3.125 per cent. Guaranteed Notes due 2029 (ISIN: XS1043097630) (the "Series 44 Notes " and together with the Series 30 Notes, Series 36 Notes, Series 37 Notes and Series 40 Notes, the "Notes "),

that with effect on and from 11 December 2014 that, pursuant to Condition 15 of the Terms and Conditions of each Series of Notes and Clause 13 of the Trust Deed dated 6 July 1998, as modified by and restated in the applicable supplemental trust deeds, as last supplemented by the Twenty-First Supplemental Trust Deed dated 8 December 2014 in respect of the Series 30, Series 36 and Series 37 Notes made between each of BATIF, BATNF, B.A.T Capital Corporation, BATHTN, British American Tobacco and The Law Debenture Trust Corporation p.l.c. (the "Trustee "), and as last supplemented by the Twenty-Second Supplemental Trust Deed dated 8 December 2014 in respect of the Series 40 and Series 44 Notes made between each of BATIF, BATNF, BATHTN, British American Tobacco and the Trustee,

(A)         BATNF will be substituted in place of BATHTN as the issuer and principal debtor in respect of the Notes under the respective Trust Deeds, each as subsequently modified (the "Substitution ");

(B)         the Notes will continue to benefit from the joint and several guarantee of BATIF, British American Tobacco and BATCAP (in relation to the Series 30, Series 36 and Series 37 Notes only) and, following the Substitution, will also benefit from the joint and several guarantee of BATHTN; and

(C)         the Principal Paying Agent in respect of each Series of the Notes is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB.

All words and expressions defined in the applicable Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.

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British American Tobacco p.l.c.
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London WC2R 2PG