RAI / Reynolds American, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Ladies and Gentlemen:

Exhibit 5.4 womblebonddickinson.com July 1, 2025 Reynolds American Inc. 401 North Main Street Winston-Salem, NC 27101 Womble Bond Dickinson (US) LLP One West Fourth Street Winston Salem, NC 27101 t: 336.721.3600 f: 336.721.3660 Re: Registration Statement on Form F-3 Ladies and Gentlemen: We have acted as special North Carolina counsel to Reynolds American Inc., a North Carolina corporation (“RAI”)

UNDERWRITING AGREEMENT B.A.T. INTERNATIONAL FINANCE P.L.C. [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis BRITISH AMERICAN TOBACCO P.L.C. B.A.T CAPITAL CORPORATION B.A.T. NETHERLANDS FINANCE B.V.

Exhibit 1.1 UNDERWRITING AGREEMENT B.A.T. INTERNATIONAL FINANCE P.L.C. [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis by BRITISH AMERICAN TOBACCO P.L.C. [and B.A.T CAPITAL CORPORATION and B.A.T. NETHERLANDS FINANCE B.V. and REYNOLDS AMERICAN INC.] [Date] [NAME OF REPRESENTATIVES] As Representatives of the several Underwriters listed in Schedule

British American Tobacco p.l.c.

Exhibit 5.3 Amsterdam Brussels London Luxembourg British American Tobacco p.l.c. B.A.T Capital Corporation B.A.T. International Finance p.l.c. B.A.T. Netherlands Finance B.V. and British American Tobacco Holdings (The Netherlands) B.V. Handelsweg 53A 1181 ZA Amsterdam (the "Addressees") Stibbe N.V. Advocaten en notarissen Beethovenplein 10 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20

UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis BRITISH AMERICAN TOBACCO P.L.C. B.A.T. INTERNATIONAL FINANCE P.L.C. B.A.T. NETHERLANDS FINANCE B.V.

Exhibit 1.2 UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis by BRITISH AMERICAN TOBACCO P.L.C. [and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V. and BRITISH AMERICAN TOBACCO HOLDINGS (THE NETHERLANDS) B.V. and REYNOLDS AMERICAN INC.] [Date] [NAME OF REPRESENTATIVES] As R

As filed with the Securities and Exchange Commission on July 1, 2025.

As filed with the Securities and Exchange Commission on July 1, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 British American Tobacco p.l.c. England and Wales (State or other jurisdiction of incorporation or organization) 98-0207762 (I.R.S. Employer Identification No.) Globe Hous

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables F-3 British American Tobacco p.l.c. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff

UNDERWRITING AGREEMENT BRITISH AMERICAN TOBACCO P.L.C. [$][ ] [Title of Debt Securities] [Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis B.A.T CAPITAL CORPORATION B.A.T. INTERNATIONAL FINANCE P.L.C. B.A.T. NETHERLANDS FINANCE B.V.

Exhibit 1.3 UNDERWRITING AGREEMENT BRITISH AMERICAN TOBACCO P.L.C. [$][ ] [Title of Debt Securities] [Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis by B.A.T CAPITAL CORPORATION and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V. and REYNOLDS AMERICAN INC.] [Date] [NAME OF REPRESENTATIVES] As Representatives of the several Underwriters listed in Schedule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

B.A.T Capital Corporation $1,000,000,000 5.350% Notes due 2032 $1,000,000,000 5.625% Notes due 2035 $500,000,000 6.250% Notes due 2055 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V.

Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2022) B.A.T Capital Corporation $1,000,000,000 5.350% Notes due 2032 $1,000,000,000 5.625% Notes due 2035 $500,000,000 6.250% Notes due 2055 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. B.A.

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables F-3 British American Tobacco p.l.c. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Eff

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to com

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 17, 2024, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the Guarantor of the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 26, 2024, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

B.A.T Capital Corporation $850,000,000 5.834% Notes due 2031 $850,000,000 6.000% Notes due 2034 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc.

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2022) B.A.T Capital Corporation $850,000,000 5.834% Notes due 2031 $850,000,000 6.000% Notes due 2034 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. B.A.T Capital Corporation

Calculation of Filing Fee Table (Form Type) B.A.T Capital Corporation (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Ru

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) B.A.T Capital Corporation (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration F

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy thes

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-265958 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt

EXPLANATORY NOTE

EXPLANATORY NOTE This registration statement on Form 8-A was initially filed on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system of the Securities and Exchange Commission on August 2, 2023.

EXPLANATORY NOTE

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 EXPLANATORY NOTE This Prospectus Supplement was initially filed on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system of the Securities and Exchange Commission on August 1, 2023 pursuant to Rule 424(b)(2). Due to a technical error, it was only filed by British American Tobacco p.l.c., the parent gua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

Calculation of Filing Fee Table (Form Type) B.A.T Capital Corporation (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Ru

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) B.A.T Capital Corporation (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration F

Pricing Term Sheet B.A.T CAPITAL CORPORATION $600,000,000 7.750% Notes due 2032 October 17, 2022 Issuer: B.A.T Capital Corporation (“BATCAP” or the “Issuer”) Guarantors: British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Net

Free Writing Prospectus dated October 17, 2022 (to Prospectus dated July 1, 2022 and Preliminary Prospectus Supplement dated October 17, 2022) Filed Pursuant to Rule 433 Registration No.

B.A.T Capital Corporation $600,000,000 7.750% Notes due 2032 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc.

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2022) B.A.T Capital Corporation $600,000,000 7.750% Notes due 2032 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. B.A.T Capital Corporation (?BATCAP? or the ?Issuer?), a corp

Subject to completion, dated October 17, 2022

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-265958 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the guarantor of the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 26, 2022, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the guarantor of entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 26, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Form of Underwriting Agreement for debt securities issued by B.A.T Capital Corporation.

Exhibit 1.2 UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis by BRITISH AMERICAN TOBACCO P.L.C. [and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V. and BRITISH AMERICAN TOBACCO HOLDINGS (THE NETHERLANDS) B.V. and REYNOLDS AMERICAN INC.] [Date] [NAME OF REPRESENTATIVES] As R

Form of Underwriting Agreement for debt securities issued by British American Tobacco p.l.c.

Exhibit 1.3 UNDERWRITING AGREEMENT BRITISH AMERICAN TOBACCO P.L.C. [$][ ] [Title of Debt Securities] [Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis by B.A.T CAPITAL CORPORATION and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V. and REYNOLDS AMERICAN INC.] [Date] [NAME OF REPRESENTATIVES] As Representatives of the several Underwriters listed in Schedule

Consent of Stibbe N.V (included in Exhibit 5.3).

Exhibit 5.3 Amsterdam Brussels Dubai London Luxembourg New York British American Tobacco p.l.c. B.A.T Capital Corporation B.A.T. International Finance p.l.c. B.A.T. Netherlands Finance B.V. and British American Tobacco Holdings (The Netherlands) B.V. Handelsweg 53A 1181 ZA Amsterdam Stibbe N.V. Advocaten en notarissen Beethovenplein 10 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546

Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.4).

Exhibit 5.4 July 1, 2022 Reynolds American Inc. 401 North Main Street Winston-Salem, NC 27101 Re:??Registration Statement on Form F-3 Ladies and Gentlemen: We have acted as special North Carolina counsel to Reynolds American Inc., a North Carolina corporation (?RAI?), in connection with the filing with the U.S. Securities and Exchange Commission (the ?Commission?) under the Securities Act of 1933,

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) British American Tobacco p.

As filed with the Securities and Exchange Commission on July 1, 2022.

Table of Contents As filed with the Securities and Exchange Commission on July 1, 2022.

Form of Indenture by and among B.A.T. International Finance p.l.c., B.A.T Capital Corporation and British American Tobacco p.l.c., and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent.

Table of Contents Exhibit 4.2 BRITISH AMERICAN TOBACCO P.L.C. B.A.T CAPITAL CORPORATION B.A.T. INTERNATIONAL FINANCE P.L.C. as the Issuers [FORM OF] INDENTURE Dated as of [ ] BRITISH AMERICAN TOBACCO P.L.C. as Guarantor of the Notes issued by B.A.T Capital Corporation and B.A.T. International Finance p.l.c. CITIBANK, N.A. as Trustee CITIBANK, N.A. as Authentication Agent, Paying Agent, Transfer Ag

Form of Underwriting Agreement for debt securities issued by B.A.T. International Finance p.l.c.

Exhibit 1.1 UNDERWRITING AGREEMENT B.A.T. INTERNATIONAL FINANCE P.L.C. [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a [Senior Unsecured] Basis by BRITISH AMERICAN TOBACCO P.L.C. [and B.A.T CAPITAL CORPORATION and B.A.T. NETHERLANDS FINANCE B.V. and REYNOLDS AMERICAN INC.] [Date] [NAME OF REPRESENTATIVES] As Representatives of the several Underwriters listed in Schedule

Thirty-fourth Supplemental Trust Deed, dated March 17, 2022, 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 and restating the Trust Deed, dated July 6, 1998 (as previously modified and restated) relating to the US$3,000,000,000 (now £25,000,000,000) Euro Medium Term Note Programme.

Exhibit 4.1 EXECUTION VERSION THIRTY-FOURTH SUPPLEMENTAL TRUST DEED 17 MARCH 2022 B.A.T. INTERNATIONAL FINANCE p.l.c. and B.A.T CAPITAL CORPORATION and B.A.T. NETHERLANDS FINANCE B.V. and BRITISH AMERICAN TOBACCO p.l.c. and THE LAW DEBENTURE TRUST CORPORATION p.l.c. further modifying and restating the Trust Deed dated 6 July 1998 (as previously modified and restated) relating to the U.S.$3,000,000

Statement of Eligibility on Form T-1 of Citibank, N.A. relating to the proposed Form of Indenture by and among B.A.T. International Finance p.l.c., B.A.T Capital Corporation and British American Tobacco p.l.c., and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) Citibank, N.A. A National Banking Association 13-5266470 (Jurisdiction of Incorporation or organization if not a U.S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.

8-A12B/A 1 d340242d8a12ba.htm 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisd

B.A.T Capital Corporation $200,000,000 4.742% Notes due 2032 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc.

424B2 1 d290420d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-232691 PROSPECTUS SUPPLEMENT (To Prospectus dated March 27, 2020) B.A.T Capital Corporation $200,000,000 4.742% Notes due 2032 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. B.A.T Capital Corporation

Calculation of Filing Fee Table (Form Type) B.A.T Capital Corporation (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Ru

EX-FILING FEES 2 d290420dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) B.A.T Capital Corporation (Exact name of registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum A

Pricing Term Sheet B.A.T CAPITAL CORPORATION $200,000,000 4.742% Notes due 2032 March 22, 2022 Issuer: B.A.T Capital Corporation (?BATCAP? or the ?Issuer?) Guarantors: British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Nethe

Free Writing Prospectus dated March 22, 2022 (to Prospectus dated March 27, 2020 and Prospectus Supplement dated March 22, 2022) Filed Pursuant to Rule 433 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of

8-A12B 1 d282786d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation o

B.A.T Capital Corporation $700,000,000 4.742% Notes due 2032 $600,000,000 5.650% Notes due 2052 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. B.A.T. Inte

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-232691 PROSPECTUS SUPPLEMENT (To Prospectus dated March 27, 2020) B.A.T Capital Corporation $700,000,000 4.742% Notes due 2032 $600,000,000 5.650% Notes due 2052 Guaranteed by British American Tobacco p.l.c., B.A.T. International Finance p.l.c., B.A.T. Netherlands Finance B.V. and Reynolds American Inc. B.A.T. International Fi

Calculation of Filing Fee Table (Form Type) B.A.T Capital Corporation B.A.T. International Finance p.l.c. (Exact name of registrants as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Titl

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) B.A.T Capital Corporation B.A.T. International Finance p.l.c. (Exact name of registrants as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Pr

Pricing Term Sheet B.A.T CAPITAL CORPORATION $700,000,000 4.742% Notes due 2032 $600,000,000 5.650% Notes due 2052 B.A.T. INTERNATIONAL FINANCE P.L.C. $1,000,000,000 4.448% Notes due 2028 March 14, 2022 Issuers: BATCAP Notes: B.A.T Capital Corporatio

Filed Pursuant to Rule 433 Registration No. 333-232691 Free Writing Prospectus dated March 14, 2022 (to Prospectus dated March 27, 2020 and Preliminary Prospectus Supplement dated March 14, 2022) Pricing Term Sheet $2,300,000,000 B.A.T CAPITAL CORPORATION $700,000,000 4.742% Notes due 2032 $600,000,000 5.650% Notes due 2052 B.A.T. INTERNATIONAL FINANCE P.L.C. $1,000,000,000 4.448% Notes due 2028 M

Subject to completion, dated March 14, 2022

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-232691 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) 2.259% Notes due 2028 $1,750,000,000 $227,150 Guarantees of 2.259% Notes due 2028 (2) (2) 2.726

424B2 Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) 2.

Pricing Term Sheet B.A.T CAPITAL CORPORATION $1,750,000,000 2.259% Notes due 2028 $1,250,000,000 2.726% Notes due 2031 $750,000,000 3.734% Notes due 2040 $1,000,000,000 3.984% Notes due 2050 B.A.T. INTERNATIONAL FINANCE P.L.C. $1,500,000,000 1.668% N

FWP Filed pursuant to Rule 433 Registration No. 333-232691 Pricing Term Sheet $6,250,000,000 B.A.T CAPITAL CORPORATION $1,750,000,000 2.259% Notes due 2028 $1,250,000,000 2.726% Notes due 2031 $750,000,000 3.734% Notes due 2040 $1,000,000,000 3.984% Notes due 2050 B.A.T. INTERNATIONAL FINANCE P.L.C. $1,500,000,000 1.668% Notes due 2026 September 22, 2020 Issuers: BATCAP Notes: B.A.T Capital Corpor

SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2020

424B5 1 d62280d424b5.htm 424B5 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 424

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the guarantor of the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 28, 2020, pursuant to the provisions of Rule 12d2-2 (a).

BTI / British American Tobacco p.l.c. 8-A12B - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

B.A.T CAPITAL CORPORATION Pricing Term Sheet $900,000,000 4.700% Notes due 2027 $1,000,000,000 4.906% Notes due 2030 $500,000,000 5.282% Notes due 2050 March 30, 2020 Issuer: B.A.T Capital Corporation Guarantors: British American Tobacco p.l.c. B.A.T

FWP Filed pursuant to Rule 433 Registration No. 333-232691 This Free Writing Prospectus is being filed to correct a transposition error in the EDGAR version of the Pricing Term Sheet. The original version of this Free Writing Prospectus, filed on March 31, 2020, incorrectly identified the Make-Whole Spread for the 2050 Notes as 30 basis points. The Make-Whole Spread for the 2050 Notes is 50 basis

B.A.T CAPITAL CORPORATION Pricing Term Sheet $900,000,000 4.700% Notes due 2027 $1,000,000,000 4.906% Notes due 2030 $500,000,000 5.282% Notes due 2050 March 30, 2020 Issuer: B.A.T Capital Corporation Guarantors: British American Tobacco p.l.c. B.A.T

FWP Filed pursuant to Rule 433 Registration No. 333-232691 B.A.T CAPITAL CORPORATION Pricing Term Sheet $2,400,000,000 $900,000,000 4.700% Notes due 2027 $1,000,000,000 4.906% Notes due 2030 $500,000,000 5.282% Notes due 2050 March 30, 2020 Issuer: B.A.T Capital Corporation Guarantors: British American Tobacco p.l.c. B.A.T. International Finance p.l.c. B.A.T. Netherlands Finance B.V. Reynolds Amer

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) 4.700% Notes due 2027 $900,000,000 $116,820 Guarantees of 4.700% Notes due 2027 (2) (2) 4.906%

424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) 4.

SUBJECT TO COMPLETION, DATED MARCH 30, 2020

424B2 1 d898468d424b2.htm 424B2 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule 42

Consent of Stibbe N.V. (included in Exhibit 5.3).

EX-5.3 Exhibit 5.3 Amsterdam Brussels Dubai London Luxembourg New York B.A.T Capital Corporation B.A.T. International Finance p.l.c. B.A.T. Netherlands Finance B.V. and British American Tobacco Holdings (The Netherlands) B.V. Handelsweg 53A 1181 ZA Amsterdam Stibbe N.V. Advocaten en notarissen Beethovenplein 10 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546 0 606 F +31 20 546 0 123

BTI / British American Tobacco p.l.c. POSASR - - POSASR

POSASR Table of Contents As filed with the Securities and Exchange Commission on March 27, 2020.

Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.4).

EX-5.4 Exhibit 5.4 March 27, 2020 Reynolds American Inc. 401 North Main Street Winston-Salem, NC 27101 Re:  Post-Effective Amendment No. 1 to Registration Statement on Form F-3 (File No. 333-232691) Ladies and Gentlemen: We have acted as special North Carolina counsel to Reynolds American Inc., a North Carolina corporation (“RAI”), in connection with the filing with the U.S. Securities and Exchang

Form of Underwriting Agreement for debt securities issued by B.A.T Capital Corporation.

EX-1.2 Exhibit 1.2 UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V. [and BRITISH AMERICAN TOBACCO HOLDINGS (THE NETHERLANDS) B.V.] and REYNOLDS AMERICAN INC. [Date] [NAME OF REPRESENTATIVES]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

BTI / British American Tobacco p.l.c. 8-A12B - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 British American Tobacco p.l.c. (Exact name of registrant as specified in its charter) England and Wales 98-0207762 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer I

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) 2.789% Notes due 2024 $1,000,000,000 $121,200 Guarantees of 2.789% Notes due 2024 (2) (2) 3.215

424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee(1) 2.

B.A.T CAPITAL CORPORATION Pricing Term Sheet $1,000,000,000 2.789% Notes due 2024 $1,000,000,000 3.215% Notes due 2026 $500,000,000 3.462% Notes due 2029 $1,000,000,000 4.758% Notes due 2049 September 3, 2019 Issuer: B.A.T Capital Corporation Guarant

FWP B.A.T CAPITAL CORPORATION Pricing Term Sheet $3,500,000,000 $1,000,000,000 2.789% Notes due 2024 $1,000,000,000 3.215% Notes due 2026 $500,000,000 3.462% Notes due 2029 $1,000,000,000 4.758% Notes due 2049 September 3, 2019 Issuer: B.A.T Capital Corporation Guarantors: British American Tobacco p.l.c. B.A.T. International Finance p.l.c. B.A.T. Netherlands Finance B.V. Reynolds American Inc. Sec

Subject to Completion, dated September 3, 2019

424B5 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

Form of Underwriting Agreement for debt securities issued by B.A.T. International Finance p.l.c.

EX-1.2 Exhibit 1.2 UNDERWRITING AGREEMENT B.A.T. INTERNATIONAL FINANCE P.L.C. [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T CAPITAL CORPORATION and B.A.T. NETHERLANDS FINANCE B.V. and REYNOLDS AMERICAN INC. [Date] [NAME OF REPRESENTATIVES] As Representatives of the several Underwriters listed in Sched

Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5.4).

EX-5.4 Exhibit 5.4 1001 West Fourth Street Winston-Salem, NC 27101 July 17, 2019 Reynolds American Inc. 401 North Main Street Winston-Salem, North Carolina 27102-2990 Re: Registration Statement on Form F-3 Ladies and Gentlemen: We have acted as special North Carolina counsel to Reynolds American Inc., a North Carolina corporation (“RAI”), in connection with the filing with the U.S. Securities and

Form of Indenture among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A.

EX-4.2 Exhibit 4.2 B.A.T CAPITAL CORPORATION as the Company [FORM OF] INDENTURE Dated as of [ ] BRITISH AMERICAN TOBACCO P.L.C. B.A.T. INTERNATIONAL FINANCE P.L.C. B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee CITIBANK, N.A. as Authentication Agent, Paying Agent, Transfer Agent, Registrar and Calculation Agent B.A.T CAPITAL CORPORATION Reconciliatio

Thirty-first Supplemental Trust Deed, dated May 1, 2019, 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 July 6, 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

EX-4.1 Exhibit 4.1 EXECUTION VERSION THIRTY-FIRST SUPPLEMENTAL TRUST DEED 1 MAY 2019 B.A.T. INTERNATIONAL FINANCE p.l.c. and B.A.T CAPITAL CORPORATION and B.A.T. NETHERLANDS FINANCE B.V. and BRITISH AMERICAN TOBACCO p.l.c. and THE LAW DEBENTURE TRUST CORPORATION p.l.c. further modifying and restating the Trust Deed dated 6 July 1998 (as previously modified and restated) relating to the U.S.$3,000,

Incorporated by reference to Exhibit 1.1 to British American Tobacco p.l.c.’s Form F-3 filed on July 17, 2019.

EX-1.1 2 d776937dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION [$][ ] [Title of Debt Securities] Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T. INTERNATIONAL FINANCE P.L.C. and B.A.T. NETHERLANDS FINANCE B.V. and REYNOLDS AMERICAN INC. [Date] [NAME OF REPRESENTATIVES] As Representatives of the several Un

Form of Indenture among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A., as trustee, authentication agent, transfer agent, registrar, calculation agent and initial paying agent.8

EX-4.5 Table of Contents Exhibit 4.5 B.A.T. INTERNATIONAL FINANCE P.L.C. as the Company [FORM OF] INDENTURE Dated as of [ ] BRITISH AMERICAN TOBACCO P.L.C. B.A.T CAPITAL CORPORATION B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee CITIBANK, N.A. as Authentication Agent, Paying Agent, Transfer Agent, Registrar and Calculation Agent Table of Contents B.A

Statement of Eligibility on Form T-1 of Citibank, N.A. relating to the proposed Form of Indenture among B.A.T Capital Corporation, the Guarantors party thereto and Citibank, N.A.10

EX-25.1 13 d776937dex251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☒ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) Citibank, N.A. A National Banking Association 13-5266470 (Jurisdiction of Incorp

BTI / British American Tobacco p.l.c. F-3ASR - - F-3ASR

F-3ASR Table of Contents As filed with the Securities and Exchange Commission on July 17, 2019 Registration No.

Statement of Eligibility on Form T-1 of Citibank, N.A. relating to the proposed Form of Indenture among B.A.T. International Finance p.l.c., the Guarantors party thereto and Citibank, N.A.11

EX-25.2 14 d776937dex252.htm EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☒ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) Citibank, N.A. A National Banking Association 13-5266470 (Jurisdiction of Incorp

Consent of Stibbe N.V. (included in Exhibit 5.3).

EX-5.3 Exhibit 5.3 Amsterdam Brussels Dubai London Luxembourg New York B.A.T Capital Corporation B.A.T. International Finance p.l.c. B.A.T. Netherlands Finance B.V. Handelsweg 53A 1181 ZA Amsterdam Stibbe N.V. Advocaten en notarissen Beethovenplein 10 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546 0 606 F +31 20 546 0 123 www.stibbe.com Date 17 July 2019 Shelf Programme 2019 Ladies

B.A.T Capital Corporation OFFER TO EXCHANGE (the “Exchange Offer”) $2,250,000,000 2.297% Notes due 2020 $2,250,000,000 2.764% Notes due 2022 $2,500,000,000 3.222% Notes due 2024 $3,500,000,000 3.557% Notes due 2027 $2,500,000,000 4.390% Notes due 203

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-227658 PROSPECTUS B.A.T Capital Corporation OFFER TO EXCHANGE (the “Exchange Offer”) $2,250,000,000 2.297% Notes due 2020 $2,250,000,000 2.764% Notes due 2022 $2,500,000,000 3.222% Notes due 2024 $3,500,000,000 3.557% Notes due 2027 $2,500,000,000 4.390% Notes due 2037 $2,500,000,000 4.540% Notes due 2047 $1,000,000,000

RAI / Reynolds American, Inc. F-4/A

F-4/A Table of Contents Registration No. 333-227658 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 British American Tobacco p.l.c. England and Wales 2111 98-0207762 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S

RAI / Reynolds American, Inc. CORRESP

CORRESP 1 filename1.htm B.A.T Capital Corporation 103 Foulk Road Suite 120 Wilmington, Delaware 19803 U.S.A. +1 (302) 691 6323 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 October 18, 2018 B.A.T Capital Corporation Registration Statement on Form F-4 File No. 333-227658 Dear Sir or Madam: Pursuant to Rule 461 pr

RAI / Reynolds American, Inc. TEXT-EXTRACT

October 12, 2018 Paul McCrory Company Secretary B.A.T Capital Corporation Globe House, 4 Temple Place London WC2R 2PG United Kingdom Re: B.A.T Capital Corporation Registration Statement on Form F-4 Filed October 2, 2018 File No. 333-227658 Dear Mr. McCrory: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding r

LETTER

October 12, 2018 Paul McCrory Company Secretary B.A.T Capital Corporation Globe House, 4 Temple Place London WC2R 2PG United Kingdom Re: B.A.T Capital Corporation Registration Statement on Form F-4 Filed October 2, 2018 File No. 333-227658 Dear Mr. McCrory: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding r

Form of Letter of Transmittal.(2)

EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL OFFER TO EXCHANGE ALL OUTSTANDING $2,250,000,000 2.297% NOTES DUE 2020 CUSIP Nos. 05526DAQ8 AND U05526AE5 ISIN Nos. US05526DAQ88 AND USU05526AE50 $2,250,000,000 2.764% NOTES DUE 2022 CUSIP Nos. 05526DAU9 AND U05526AG0 ISIN Nos. US05526DAU90 AND USU05526AG09 $2,500,000,000 3.222% NOTES DUE 2024 CUSIP Nos. 05526DAY1 AND U05526AJ4 ISIN Nos. US05526DAY13 AND

Computation of Ratio of Earnings to Fixed Charges.(2)

EX-12.1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges POST IFRS 15 2017 2018 HY 2016 2015 2014 2013 £m £m £m £m £m £m Ratio of earnings to fixed charges Earnings Profit before tax 3,969 29,527 6,245 5,855 4,848 5,799 Excess / (shortfall) of dividends over earnings of affiliates accounted for by the equity method (231) (23,306) (1,265) (643) (204) (229) Add: Fixed charges (below) 7

Deed of Incorporation of B.A.T. Netherlands Finance B.V. (Articles of Association of B.A.T. Netherlands Finance B.V. included therein).(2)

EX-3.4 Exhibit 3.4 ea/cw/5152943/15975917 NOTE ABOUT TRANSLATION: This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law. In t

Opinion of Stibbe N.V. with respect to the Exchange Notes.(2)

Exhibit 5.3 British American Tobacco Holdings (The Netherlands) B.V. and B.A.T. Netherlands Finance B.V. c/o British American Tobacco Holdings (The Netherlands) B.V. Handelsweg 53A 1181 ZA Amsterdam Stibbe N.V. Advocaten en notarissen Beethovenplein 10 P.O. Box 75640 1070 AP Amsterdam The Netherlands T +31 20 546 0 606 F +31 20 546 0 123 www.stibbe.com Date 2 October 2018 Subject to review of unde

By-laws of B.A.T Capital Corporation.(2)

EX-3.2(ii) Exhibit 3.2(ii) AMENDED AND RESTATED BY-LAWS B.A.T CAPITAL CORPORATION. (adopted July 27, 2007) ARTICLE I Offices 1.1 Registered Office. The registered office shall be established and maintained at the office of Corporation Service Company, in the City of Wilmington, County of New Castle, in the State of Delaware, and said company shall be the registered agent of the Corporation in char

Supplemental Indenture No. 1, dated as of September 28, 2018, among British American Tobacco p.l.c. and certain of its subsidiaries as guarantors, and Wilmington Trust, National Association, as Trustee.

EX-4.2 Exhibit 4.2 SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 28, 2018, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee (the “Trustee”) under the Indenture referred to below. W I T N E S

Thirtieth Supplemental Trust Deed, dated May 25, 2018, by and among B.A.T. International Finance p.l.c., B.A.T Capital Corporation, British American Tobacco Holdings (The Netherlands) B.V., 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, July 6, 1998 (as previously modified and restated) relating to the $3,000,000,000 (now £25,000,000,000) Euro Medium Term Note Programme.(2)

EX-4.4 Exhibit 4.4 EXECUTION VERSION THIRTIETH SUPPLEMENTAL TRUST DEED 25 MAY 2018 B.A.T. INTERNATIONAL FINANCE p.l.c. and B.A.T CAPITAL CORPORATION and BRITISH AMERICAN TOBACCO HOLDINGS (THE NETHERLANDS) B.V. and B.A.T. NETHERLANDS FINANCE B.V. and BRITISH AMERICAN TOBACCO p.l.c. and THE LAW DEBENTURE TRUST CORPORATION p.l.c. further modifying and restating the Trust Deed dated 6 July 1998 (as pr

Form of Letter to The Depository Trust Company Participants.(2)

EX-99.3 Exhibit 99.3 LETTER TO DEPOSITORY TRUST COMPANY PARTICIPANTS OFFER TO EXCHANGE ALL OUTSTANDING $2,250,000,000 2.297% NOTES DUE 2020 CUSIP Nos. 05526DAQ8 AND U05526AE5 ISIN Nos. US05526DAQ88 AND USU05526AE50 $2,250,000,000 2.764% NOTES DUE 2022 CUSIP Nos. 05526DAU9 AND U05526AG0 ISIN Nos. US05526DAU90 AND USU05526AG09 $2,500,000,000 3.222% NOTES DUE 2024 CUSIP Nos. 05526DAY1 AND U05526AJ4 I

Deed of Incorporation of British American Tobacco Holdings (The Netherlands) B.V. (dated February 24, 1992) and its Articles of Association (dated March 15, 2013).(2)

EX-3.3 Exhibit 3.3 LOEFF CLAEYS VERBEKE TRUE COPY of the deed of incorporation of: Rothmans Holdings (Deutschland) B.V. having its seat at Amsterdam, executed on February 24, 1992 before a deputy civil law notary, deputizing for J.A.E. Koning, civil law notary at Amsterdam. Annexed: English text deed of incorporation LOEFF CLAEYS VERBEKE The undersigned, Anton Arnaud Voorneman, deputy civil law no

Articles of Incorporation of B.A.T Capital Corporation.(2)

EX-3.2(i) Exhibit 3.2(i) Delaware The First State PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “B.A.T CAPITAL CORPORATION”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF SEPTEMBER, A.D. 2008, AT 2:50 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTL

Form of Letter to Clients.(2)

EX-99.4 Exhibit 99.4 OFFER TO EXCHANGE ALL OUTSTANDING $2,250,000,000 2.297% NOTES DUE 2020 CUSIP Nos. 05526DAQ8 AND U05526AE5 ISIN Nos. US05526DAQ88 AND USU05526AE50 $2,250,000,000 2.764% NOTES DUE 2022 CUSIP Nos. 05526DAU9 AND U05526AG0 ISIN Nos. US05526DAU90 AND USU05526AG09 $2,500,000,000 3.222% NOTES DUE 2024 CUSIP Nos. 05526DAY1 AND U05526AJ4 ISIN Nos. US05526DAY13 AND USU05526AJ48 $3,500,00

Form of Letter to Registered Holders.(2)

EX-99.2 Exhibit 99.2 LETTER TO REGISTERED HOLDERS OFFER TO EXCHANGE ALL OUTSTANDING $2,250,000,000 2.297% NOTES DUE 2020 CUSIP Nos. 05526DAQ8 AND U05526AE5 ISIN Nos. US05526DAQ88 AND USU05526AE50 $2,250,000,000 2.764% NOTES DUE 2022 CUSIP Nos. 05526DAU9 AND U05526AG0 ISIN Nos. US05526DAU90 AND USU05526AG09 $2,500,000,000 3.222% NOTES DUE 2024 CUSIP Nos. 05526DAY1 AND U05526AJ4 ISIN Nos. US05526DAY

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association, relating to the Indenture, dated August 15, 2017, by and among B.A.T Capital Corporation, the Guarantors party thereto, Wilmington Trust, National Association and Citibank, N.A.12

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

RAI / Reynolds American, Inc. F-4

F-4 Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 British American Tobacco p.l.c. England and Wales 2111 98-0207762 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification N

Form of Instruction to Registered Holder from Beneficial Owner.(2)

EX-99.5 Exhibit 99.5 INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER OFFER TO EXCHANGE ALL OUTSTANDING $2,250,000,000 2.297% NOTES DUE 2020 CUSIP Nos. 05526DAQ8 AND U05526AE5 ISIN Nos. US05526DAQ88 AND USU05526AE50 $2,250,000,000 2.764% NOTES DUE 2022 CUSIP Nos. 05526DAU9 AND U05526AG0 ISIN Nos. US05526DAU90 AND USU05526AG09 $2,500,000,000 3.222% NOTES DUE 2024 CUSIP Nos. 05526DAY1 AND U055

Opinion of Kilpatrick Townsend & Stockton LLP with respect to the Exchange Notes.(2)

EX-5.4 Exhibit 5.4 1001 West Fourth Street Winston-Salem, NC 27101 t 336 607 7300 October 2, 2018 B.A.T Capital Corporation 103 Foulk Road, Suite 120 Wilmington, Delaware 19803 Reynolds American Inc. 401 North Main Street Winston-Salem, North Carolina 27102-2990 Re: Exchange Offer Pursuant to Registration Statement on Form F-4 Ladies and Gentlemen: We have acted as special North Carolina counsel t

Memorandum and Articles of Association of B.A.T. International Finance p.l.c.(2)

EX-3.5 Exhibit 3.5 Articles of Association of B.A.T. International Finance p.l.c. adopted by special resolution passed on 10th August 2011 Preliminary 1 The default constitutional regulations in any legislation relating to companies do not apply to the Company. 2 In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall be

Articles of Association of British American Tobacco p.l.c.(2)

EX-3.1 Exhibit 3.1 British American Tobacco p.l.c. Company No. 3407696 Incorporated on 23 July 1997 ARTICLES OF ASSOCIATION (adopted by Special Resolution passed on 28 April 2010) Company Number: 3407696 COMPANY LIMITED BY SHARES RESOLUTIONS OF BRITISH AMERICAN TOBACCO p.l.c. Passed on the 25th day of April 2018 At the ANNUAL GENERAL MEETING of British American Tobacco p.l.c. (the “Company”) duly

RAI / Reynolds American, Inc. (Holding Co.) 15-15D

15-15D 1 d418737d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-211316 REYNOLDS AMERICAN INC. (Exact n

Reynolds American, Inc. (Holding Co.) 15-15D

15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32258 333-207802 REYNOLDS AMERICAN INC. (Exact name of registrant

Reynolds American, Inc. (Holding Co.) 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32258 333-207802 REYNOLDS AMERICAN INC. (Exact name of registrant as spe

RAI / Reynolds American, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32258 Reynolds Ame

Restated Articles of Incorporation of Reynolds American Inc.(2)

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF REYNOLDS AMERICAN INC. ARTICLE FIRST The name of the corporation is Reynolds American Inc. (the ?Corporation?). ARTICLE SECOND The address of the registered office of the Corporation in the State of North Carolina is 2626 Glenwood Avenue, Suite 550, Raleigh, Wake County, North Carolina 27608. The name of the registered agent is C

SIXTH SUPPLEMENTAL INDENTURE (BAT Guarantee)

EX-4.2 5 d397089dex42.htm EX-4.2 Exhibit 4.2 SIXTH SUPPLEMENTAL INDENTURE (BAT Guarantee) This Sixth Supplemental Indenture, dated as of July 25, 2017 (this “Sixth Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Existing Guarantor”); (i

R. J. REYNOLDS TOBACCO COMPANY (as successor to Lorillard Tobacco Company, LLC (f/k/a Lorillard Tobacco Company)) as Issuer R.J. REYNOLDS TOBACCO HOLDINGS, INC. (as successor to Lorillard, LLC (f/k/a Lorillard, Inc.)) REYNOLDS AMERICAN INC. BRITISH A

EX-4.3 Exhibit 4.3 R. J. REYNOLDS TOBACCO COMPANY (as successor to Lorillard Tobacco Company, LLC (f/k/a Lorillard Tobacco Company)) as Issuer R.J. REYNOLDS TOBACCO HOLDINGS, INC. (as successor to Lorillard, LLC (f/k/a Lorillard, Inc.)) REYNOLDS AMERICAN INC. BRITISH AMERICAN TOBACCO P.L.C. each, as a Guarantor THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee NINTH SUPPLEMENTAL INDENTUR

July , 2017

EX-10.1 8 d397089dex101.htm EX-10.1 Exhibit 10.1 July , 2017 PERSONAL AND CONFIDENTIAL [Name and Address] Dear : Reynolds American Inc. (“RAI”) is pleased to offer you this “Transition Letter” in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c. (“BAT”), BATUS Holdings Inc.,

GUARANTEE AGREEMENT

EX-4.4 Exhibit 4.4 GUARANTEE AGREEMENT This GUARANTEE, entered into July 25, 2017 (as amended from time to time, this ?Guarantee?), made by British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the ?Guarantor?), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (?Trustee?) for the registered holders (the ?Holders?) of the

Amended and Restated Bylaws of Reynolds American Inc., dated July 25, 2017.(3)

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF REYNOLDS AMERICAN INC. ARTICLE I Meetings of Shareholders; Shareholders? Consent in Lieu of Meeting SECTION 1.01. Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held annually at such date, time and place, eith

FIFTH SUPPLEMENTAL INDENTURE (RJR Guarantee)

EX-4.1 4 d397089dex41.htm EX-4.1 Exhibit 4.1 FIFTH SUPPLEMENTAL INDENTURE (RJR Guarantee) This Fifth Supplemental Indenture, dated as of July 25, 2017 (this “Fifth Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”); and (iii) The Bank of

FIFTH SUPPLEMENTAL INDENTURE (RJR Guarantee)

EX-4.1 4 d397089dex41.htm EX-4.1 Exhibit 4.1 FIFTH SUPPLEMENTAL INDENTURE (RJR Guarantee) This Fifth Supplemental Indenture, dated as of July 25, 2017 (this “Fifth Supplemental Indenture”), is entered into by and among (i) Reynolds American Inc., a North Carolina corporation (the “Company”), as Issuer; (ii) R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”); and (iii) The Bank of

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commissio

Reynolds American, Inc. (Holding Co.) AMENDMENT NO. 2

As filed with the Securities and Exchange Commission on July 25, 2017. Registration No. 333-117813 Registration No. 333-117814 Registration No. 333-159009 Registration No. 333-186618 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117813 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

Reynolds American, Inc. (Holding Co.) AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on July 25, 2017. Registration No. 333-117813 Registration No. 333-117814 Registration No. 333-159009 Registration No. 333-186618 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117813 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

Reynolds American, Inc. (Holding Co.) AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on July 25, 2017. Registration No. 333-117813 Registration No. 333-117814 Registration No. 333-159009 Registration No. 333-186618 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117813 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

Reynolds American, Inc. (Holding Co.) AMENDMENT NO. 3

As filed with the Securities and Exchange Commission on July 25, 2017. Registration No. 333-117813 Registration No. 333-117814 Registration No. 333-159009 Registration No. 333-186618 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117813 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT

Reynolds American, Inc. (Holding Co.) POS AM

POS AM As filed with the Securities and Exchange Commission on July 25, 2017 Registration No.

Reynolds American, Inc. (Holding Co.) POS AM

As filed with the Securities and Exchange Commission on July 25, 2017 Registration No.

Reynolds American, Inc. (Holding Co.) POSASR

POSASR As filed with the Securities and Exchange Commission on July 25, 2017 Registration Nos.

Reynolds American, Inc. (Holding Co.) POS AM

POS AM As filed with the Securities and Exchange Commission on July 25, 2017 Registration No.

Reynolds American, Inc. (Holding Co.) POS AM

POS AM As filed with the Securities and Exchange Commission on July 25, 2017 Registration No.

Reynolds American, Inc. (Holding Co.) POS AM

POS AM As filed with the Securities and Exchange Commission on July 25, 2017 Registration No.

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* REYNOLDS AMERICAN INC. (Name of Issuer) Common stock (par value $0.0001 per share) (Title of Class of Securities) 761713106 (CUSIP Number) Paul McCrory Company Secretary British American Tobacco p.l.c. Globe House 4 Temple Place London WC2R 2PG United

RAI / Reynolds American, Inc. / REYNOLDS AMERICAN INC - SC 13E3/A

SC 13E3/A 1 d425915dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 6 REYNOLDS AMERICAN INC. (Name of the Issuer) Reynolds American Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share and Series B Pref

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 7, 2017, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on July 25, 2017

POS AM 1 d426837dposam.htm POS AM As filed with the Securities and Exchange Commission on July 25, 2017 Registration No. 333-111972 Registration Nos. 333-130181 – 130181-07 Registration Nos. 333-137773 – 137773-15 Registration Nos. 333-138215 – 138215-15 Registration No. 333-199443 Registration Nos. 333-207802 – 207802-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. - SC 13E3/A

SC 13E3/A 1 d424478dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 6 REYNOLDS AMERICAN INC. (Name of the Issuer) British American Tobacco p.l.c. Louisville Securities Limited BATUS Holdings Inc. Brown & Williamson Holdings, Inc. Fli

RAI shareholders approve proposals in connection with proposed acquisition by BAT

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Robert Bannon (336) 741-3359 Media: Maura Payne (336) 741-6996 RAI 2017-13 RAI shareholders approve proposals in connection with proposed acquisition by BAT WINSTON-SALEM, N.C. ? July 19, 2017 ? Reynolds American Inc. (NYSE: RAI) announced that at the company?s special meeting of sha

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d401155d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Inco

RAI shareholders approve proposals in connection with proposed acquisition by BAT

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Robert Bannon (336) 741-3359 Media: Maura Payne (336) 741-6996 RAI 2017-13 RAI shareholders approve proposals in connection with proposed acquisition by BAT WINSTON-SALEM, N.C. ? July 19, 2017 ? Reynolds American Inc. (NYSE: RAI) announced that at the company?s special meeting of sha

STOCK PURCHASE AGREEMENT

Exhibit 99.15 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 19, 2017, by and among Louisville Securities Limited, a private limited company incorporated under the laws of England and Wales (“Louisville”), and BATUS Holdings Inc., a Delaware corporation (“BATUS”). WHEREAS, Louisville is the holder of 154,700,133 shares of common stock, par value $0.00

JOINDER AGREEMENT

EX-99.17 4 ex99-17.htm Exhibit 99.17 JOINDER AGREEMENT This JOINDER AGREEMENT (the “Joinder”) is dated July 19, 2017 by and among Brown & Williamson Holdings, Inc., Louisville Securities Limited and British American Tobacco p.l.c. (together, the “Existing Joint Filers”) and BATUS Holdings Inc. (the “New Joint Filer”). WHEREAS, the Existing Joint Filers are parties to that certain Joint Filing Agre

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* REYNOLDS AMERICAN INC. (Name of Issuer) Common stock (par value $0.0001 per share) (Title of Class of Securities) 761713106 (CUSIP Number) Paul McCrory Company Secretary British American Tobacco p.l.c. Globe House 4 Temple Place London WC2R 2PG United

JOINDER AGREEMENT

EX-99.17 4 ex99-17.htm Exhibit 99.17 JOINDER AGREEMENT This JOINDER AGREEMENT (the “Joinder”) is dated July 19, 2017 by and among Brown & Williamson Holdings, Inc., Louisville Securities Limited and British American Tobacco p.l.c. (together, the “Existing Joint Filers”) and BATUS Holdings Inc. (the “New Joint Filer”). WHEREAS, the Existing Joint Filers are parties to that certain Joint Filing Agre

CONTRIBUTION AGREEMENT

Exhibit 99.16 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of July 19, 2017, by and among BATUS Holdings Inc., a Delaware corporation (“BATUS”), and Brown & Williamson Holdings, Inc., a Delaware corporation (“B&W”). WHEREAS, immediately prior to the execution of this Agreement, BATUS purchased 154,700,133 shares of common stock, par value $0.0001 per share (col

STOCK PURCHASE AGREEMENT

Exhibit 99.15 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 19, 2017, by and among Louisville Securities Limited, a private limited company incorporated under the laws of England and Wales (“Louisville”), and BATUS Holdings Inc., a Delaware corporation (“BATUS”). WHEREAS, Louisville is the holder of 154,700,133 shares of common stock, par value $0.00

CONTRIBUTION AGREEMENT

Exhibit 99.16 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of July 19, 2017, by and among BATUS Holdings Inc., a Delaware corporation (“BATUS”), and Brown & Williamson Holdings, Inc., a Delaware corporation (“B&W”). WHEREAS, immediately prior to the execution of this Agreement, BATUS purchased 154,700,133 shares of common stock, par value $0.0001 per share (col

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commissio

Reynolds American, Inc. (Holding Co.) 8-K

DEFA14A 1 d420305d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of

2

EX-99.1 Exhibit 99.1 Reynolds American Inc. To: From: Date: Re: Directors and Executive Officers of Reynolds American Inc. McDara P. Folan, III, Senior Vice President, Deputy General Counsel and Secretary June 22, 2017 Notice Regarding Blackout Period and Regulation BTR Trading Restrictions On January 16, 2017, Reynolds American Inc. (?RAI?), British American Tobacco p.l.c. (?BAT?), BATUS Holdings

2

EX-99.1 Exhibit 99.1 Reynolds American Inc. To: From: Date: Re: Directors and Executive Officers of Reynolds American Inc. McDara P. Folan, III, Senior Vice President, Deputy General Counsel and Secretary June 22, 2017 Notice Regarding Blackout Period and Regulation BTR Trading Restrictions On January 16, 2017, Reynolds American Inc. (?RAI?), British American Tobacco p.l.c. (?BAT?), BATUS Holdings

Reynolds American, Inc. (Holding Co.) FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Comm

RAI 401K SAVINGS PLAN Financial Statements and Supplemental Schedules December 31, 2016 and 2015 (With Report of Independent Registered Public Accounting Firm Thereon) RAI 401K SAVINGS PLAN Table of Contents

rai-ex9918.htm Exhibit 99.1 RAI 401K SAVINGS PLAN Financial Statements and Supplemental Schedules December 31, 2016 and 2015 (With Report of Independent Registered Public Accounting Firm Thereon) RAI 401K SAVINGS PLAN Table of Contents Page(s) Report of Independent Registered Public Accounting Firm 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2016 and

Reynolds American, Inc. (Holding Co.) 11-K

rai-8k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32258 A. Full t

RAI 401K SAVINGS PLAN Financial Statements and Supplemental Schedules December 31, 2016 and 2015 (With Report of Independent Registered Public Accounting Firm Thereon) RAI 401K SAVINGS PLAN Table of Contents

rai-ex9918.htm Exhibit 99.1 RAI 401K SAVINGS PLAN Financial Statements and Supplemental Schedules December 31, 2016 and 2015 (With Report of Independent Registered Public Accounting Firm Thereon) RAI 401K SAVINGS PLAN Table of Contents Page(s) Report of Independent Registered Public Accounting Firm 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2016 and

Reynolds American, Inc. (Holding Co.) DEFA14A

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

British American Tobacco (Prospectus)

Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 Disclaimer Important ACCESS TO THIS WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS OUT

Reynolds American Inc. announces notice of special meeting of shareholders

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Robert Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-12 Reynolds American Inc. announces notice of special meeting of shareholders WINSTON-SALEM, N.C. ? June 14, 2017 ? A special meeting of shareholders of Reynolds American Inc. (NYSE: RAI) will be held at 9:00 a.

Reynolds American, Inc. (Holding Co.) 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commissio

Reynolds American Inc. announces notice of special meeting of shareholders

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Robert Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-12 Reynolds American Inc. announces notice of special meeting of shareholders WINSTON-SALEM, N.C. ? June 14, 2017 ? A special meeting of shareholders of Reynolds American Inc. (NYSE: RAI) will be held at 9:00 a.

Reynolds American Inc. announces notice of special meeting of shareholders

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Robert Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-12 Reynolds American Inc. announces notice of special meeting of shareholders WINSTON-SALEM, N.C. ? June 14, 2017 ? A special meeting of shareholders of Reynolds American Inc. (NYSE: RAI) will be held at 9:00 a.

Reynolds American, Inc. (Holding Co.) 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commissio

Reynolds American Inc. announces notice of special meeting of shareholders

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Robert Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-12 Reynolds American Inc. announces notice of special meeting of shareholders WINSTON-SALEM, N.C. ? June 14, 2017 ? A special meeting of shareholders of Reynolds American Inc. (NYSE: RAI) will be held at 9:00 a.

British American Tobacco 425 (Prospectus)

425 1 d363359d425.htm 425 Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTIO

British American Tobacco 425 (Prospectus)

Table of Contents Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 Table of Contents Forward looking statements Certain statements in this communication regarding the proposed

British American Tobacco 425 (Prospectus)

425 Table of Contents Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 Table of Contents Forward looking statements Certain statements in this communication regarding the propo

Reynolds American, Inc. (Holding Co.) DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

British American Tobacco (Prospectus)

Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 Deutsche Bank Conference, June 2017 BRITISH AMERICAN TOBACCONicandro Durante – CEO CONFIDENTIAL Important notice This presentat

RAI / Reynolds American, Inc. / REYNOLDS AMERICAN INC - SC 13E3/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 5 REYNOLDS AMERICAN INC. (Name of the Issuer) Reynolds American Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share and Series B Preferred Stock, par value $

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. - SC 13E3/A

SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Reynolds American, Inc. (Holding Co.) DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Reynolds American, Inc. (Holding Co.) PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Reynolds American, Inc. (Holding Co.) DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

British American Tobacco (Prospectus)

425 1 form425.htm Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 The following communications were posted on June 9, 2017 on batreynolds.transactionannouncement.com: Disclaim

RAI / Reynolds American, Inc. / REYNOLDS AMERICAN INC - SC 13E3/A

SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. - SC 13E3/A

SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Reynolds American, Inc. (Holding Co.) 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commission

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 d411312dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a De

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 2 d411312dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a De

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this ?Amendment?) to the Agreement and Plan of Merger (the ?Agreement?), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (?Parent?), BATUS Holdings Inc., a Delaware corporation and an

Reynolds American, Inc. (Holding Co.) 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2017 Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporation) (Commission

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this ?Amendment?) to the Agreement and Plan of Merger (the ?Agreement?), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (?Parent?), BATUS Holdings Inc., a Delaware corporation and an

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this ?Amendment?) to the Agreement and Plan of Merger (the ?Agreement?), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (?Parent?), BATUS Holdings Inc., a Delaware corporation and an

Amendment to Agreement and Plan of Merger, dated as of June 8, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and Reynolds American Inc.(1)

EX-99.15 2 ex99-15.htm Exhibit 99.15 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and an

Amendment to Agreement and Plan of Merger, dated as of June 8, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and Reynolds American Inc.(1)

EX-99.15 2 ex99-15.htm Exhibit 99.15 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and an

Amendment to Agreement and Plan of Merger, dated as of June 8, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and Reynolds American Inc.(1)

EX-99.15 2 ex99-15.htm Exhibit 99.15 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT, dated as of June 8, 2017 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and an

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* REYNOLDS AMERICAN INC. (Name of Issuer) Common stock (par value $0.0001 per share) (Title of Class of Securities) 761713106 (CUSIP Number) Paul McCrory Company Secretary British American Tobacco p.l.c. Globe House 4 Temple Place L

REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY

EX-24.1 2 d409179dex241.htm EX-24.1 EXHIBIT 24.1 REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Reynolds American Inc., a North Carolina corporation (the “Registrant”), does hereby constitute and appoint each of Martin L. Holton III, McDara P. Folan, III and Constantine E. Tsipis, or an

Reynolds American, Inc. (Holding Co.) S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 7, 2017. Registration No. 333-186618 Registration No. 333-117813 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-186618 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117813 UNDER THE SECURITIES ACT OF 1933 R

REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY

EX-24.1 2 d409179dex241.htm EX-24.1 EXHIBIT 24.1 REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Reynolds American Inc., a North Carolina corporation (the “Registrant”), does hereby constitute and appoint each of Martin L. Holton III, McDara P. Folan, III and Constantine E. Tsipis, or an

REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY

EX-24.1 2 d409179dex241.htm EX-24.1 EXHIBIT 24.1 REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Reynolds American Inc., a North Carolina corporation (the “Registrant”), does hereby constitute and appoint each of Martin L. Holton III, McDara P. Folan, III and Constantine E. Tsipis, or an

REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY

EX-24.1 EXHIBIT 24.1 REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Reynolds American Inc., a North Carolina corporation (the ?Registrant?), does hereby constitute and appoint each of Martin L. Holton III, McDara P. Folan, III and Constantine E. Tsipis, or any of them, each acting alone

REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY

EX-24.1 EXHIBIT 24.1 REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Reynolds American Inc., a North Carolina corporation (the ?Registrant?), does hereby constitute and appoint each of Martin L. Holton III, McDara P. Folan, III and Constantine E. Tsipis, or any of them, each acting alone

REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY

EX-24.1 EXHIBIT 24.1 REYNOLDS AMERICAN INC. REGISTRATION STATEMENTS ON FORM S-8 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Reynolds American Inc., a North Carolina corporation (the ?Registrant?), does hereby constitute and appoint each of Martin L. Holton III, McDara P. Folan, III and Constantine E. Tsipis, or any of them, each acting alone

Reynolds American, Inc. (Holding Co.) S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 7, 2017. Registration No. 333-186618 Registration No. 333-117813 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-186618 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117813 UNDER THE SECURITIES ACT OF 1933 R

Reynolds American, Inc. (Holding Co.) PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. - SC 13E3/A

SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Project Flight Discussion Materials October 2016

EX-99.(c)(27) Exhibit (c)(27) Project Flight Discussion Materials October 2016 Raven and Blackbird Share Price Performance (a) Rebased to Raven’s share price as of 12-Jun-15, Raven share price adjusted for stock split 1 Source: FactSet as of 07-Oct-16 (Blackbird share price of Ł48.74, Raven share price of $46.64) [Strictly CONFIDENTIAL – Not For Circulation] Raven and Blackbird P/E Evolution NTM P

RAI / Reynolds American, Inc. / REYNOLDS AMERICAN INC - SC 13E3/A

SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Project Flight Discussion Materials October 2016

EX-99.(c)(27) Exhibit (c)(27) Project Flight Discussion Materials October 2016 Raven and Blackbird Share Price Performance (a) Rebased to Raven’s share price as of 12-Jun-15, Raven share price adjusted for stock split 1 Source: FactSet as of 07-Oct-16 (Blackbird share price of Ł48.74, Raven share price of $46.64) [Strictly CONFIDENTIAL – Not For Circulation] Raven and Blackbird P/E Evolution NTM P

Project Flight Discussion Materials October 2016

EX-99.(c)(27) Exhibit (c)(27) Project Flight Discussion Materials October 2016 Raven and Blackbird Share Price Performance (a) Rebased to Raven’s share price as of 12-Jun-15, Raven share price adjusted for stock split 1 Source: FactSet as of 07-Oct-16 (Blackbird share price of Ł48.74, Raven share price of $46.64) [Strictly CONFIDENTIAL – Not For Circulation] Raven and Blackbird P/E Evolution NTM P

Project Flight Discussion Materials October 2016

EX-99.(c)(27) Exhibit (c)(27) Project Flight Discussion Materials October 2016 Raven and Blackbird Share Price Performance (a) Rebased to Raven’s share price as of 12-Jun-15, Raven share price adjusted for stock split 1 Source: FactSet as of 07-Oct-16 (Blackbird share price of Ł48.74, Raven share price of $46.64) [Strictly CONFIDENTIAL – Not For Circulation] Raven and Blackbird P/E Evolution NTM P

Reynolds American, Inc. (Holding Co.) ESP

CORRESP [Jones Day Letterhead] VIA EDGAR June 1, 2017 Re: Reynolds American Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed May 18, 2017 File No. 001-32258 Dear Mr. Brown: On behalf of Reynolds American Inc. (?RAI?), we submit this letter in response to the comment contained in your letter dated May 30, 2017 (the ?Comment Letter?) from the staff of the Office of Transportation and L

Reynolds American, Inc. (Holding Co.) DEFA14A

DEFA14A 1 d418452ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

British American Tobacco (Prospectus)

Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 The following press release was posted on May 31, 2017 on batreynolds.transactionannouncement.com: Disclaimer Important ACCESS

Reynolds American Inc. Conflict Minerals Report For the reporting period from January 1, 2016 to December 31, 2016

EX-1.01 Exhibit 1.01 Reynolds American Inc. Conflict Minerals Report For the reporting period from January 1, 2016 to December 31, 2016 This Conflict Minerals Report (this ?Report?) of Reynolds American Inc. (the ?Company,? ?we,? ?us? or ?our?) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 for the reporting period from January 1, 2016 to

Reynolds American, Inc. (Holding Co.) SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Reynolds American Inc. (Exact name of registrant as specified in its charter) North Carolina (State or other jurisdiction of incorporation or organization) 1-32258 (Commission File Number) 20-0546644 (I.R.S. Employer Identification No.) 401 North Main Street Winston-Salem, NC 27101 (Addres

Reynolds American Inc. Conflict Minerals Report For the reporting period from January 1, 2016 to December 31, 2016

EX-1.01 Exhibit 1.01 Reynolds American Inc. Conflict Minerals Report For the reporting period from January 1, 2016 to December 31, 2016 This Conflict Minerals Report (this ?Report?) of Reynolds American Inc. (the ?Company,? ?we,? ?us? or ?our?) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 for the reporting period from January 1, 2016 to

, 2017

EX-10.2 3 d396003dex102.htm EX-10.2 Exhibit 10.2 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (“RAI”) is pleased to offer you this “Letter Agreement” in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Ac

, 2017

EX-10.1 Exhibit 10.1 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Retention Bonus Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporati

RAI post-acquisition leadership team announced

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-11 RAI post-acquisition leadership team announced WINSTON-SALEM, N.C. ? May 30, 2017 ? Reynolds American Inc. (NYSE: RAI) today announced its proposed leadership team after the anticipated third-quarter acquisition

, 2017

EX-10.2 3 d396003dex102.htm EX-10.2 Exhibit 10.2 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (“RAI”) is pleased to offer you this “Letter Agreement” in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Ac

, 2017

EX-10.1 Exhibit 10.1 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Retention Bonus Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2017 (May 26, 2017) Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporati

, 2017

EX-10.1 Exhibit 10.1 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Retention Bonus Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporati

, 2017

EX-10.2 3 d396003dex102.htm EX-10.2 Exhibit 10.2 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (“RAI”) is pleased to offer you this “Letter Agreement” in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Ac

RAI post-acquisition leadership team announced

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-11 RAI post-acquisition leadership team announced WINSTON-SALEM, N.C. ? May 30, 2017 ? Reynolds American Inc. (NYSE: RAI) today announced its proposed leadership team after the anticipated third-quarter acquisition

RAI post-acquisition leadership team announced

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-11 RAI post-acquisition leadership team announced WINSTON-SALEM, N.C. ? May 30, 2017 ? Reynolds American Inc. (NYSE: RAI) today announced its proposed leadership team after the anticipated third-quarter acquisition

RAI post-acquisition leadership team announced

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-11 RAI post-acquisition leadership team announced WINSTON-SALEM, N.C. ? May 30, 2017 ? Reynolds American Inc. (NYSE: RAI) today announced its proposed leadership team after the anticipated third-quarter acquisition

, 2017

EX-10.1 Exhibit 10.1 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Retention Bonus Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporati

RAI post-acquisition leadership team announced

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-11 RAI post-acquisition leadership team announced WINSTON-SALEM, N.C. ? May 30, 2017 ? Reynolds American Inc. (NYSE: RAI) today announced its proposed leadership team after the anticipated third-quarter acquisition

, 2017

EX-10.1 Exhibit 10.1 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Retention Bonus Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporati

, 2017

EX-10.2 Exhibit 10.2 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Letter Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporation and RA

, 2017

EX-10.1 Exhibit 10.1 , 2017 PERSONAL AND CONFIDENTIAL [Name] [Address] Dear [Name]: Reynolds American Inc. (?RAI?) is pleased to offer you this ?Retention Bonus Agreement? in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco p.l.c., BATUS Holdings Inc., Flight Acquisition Corporati

Reynolds American, Inc. (Holding Co.) 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2017 (May 26, 2017) Reynolds American Inc. (Exact Name of Registrant as Specified in Charter) North Carolina 1-32258 20-0546644 (State or Other Jurisdiction of Incorporati

RAI post-acquisition leadership team announced

EX-99.1 Exhibit 99.1 Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990 Contact: Investor Relations: Bob Bannon (336) 741-3359 Media: David Howard (336) 741-3489 RAI 2017-11 RAI post-acquisition leadership team announced WINSTON-SALEM, N.C. ? May 30, 2017 ? Reynolds American Inc. (NYSE: RAI) today announced its proposed leadership team after the anticipated third-quarter acquisition

Reynolds American, Inc. (Holding Co.) DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

LETTER

Mail Stop 3561 May 30, 2017 Debra A. Crew Chief Executive Officer Reynolds American Inc. 401 North Main Street Winston-Salem, NC 27101 Re: Reynolds American Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed May 18, 2017 File No. 001-32258 Dear Ms. Crew: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may

Reynolds American, Inc. (Holding Co.) PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

[Strictly CONFIDENTIAL - Not For Circulation] Project Flight Discussion Materials October 2016

EX-99.(c)(26) Exhibit (c)(26) [Strictly CONFIDENTIAL - Not For Circulation] Project Flight Discussion Materials October 2016 [Strictly CONFIDENTIAL - Not For Circulation] Reynolds and BAT Share Price Performance 60 12-Jun-15: Close of Oak Oct-2015 Board EU Referendum result 55 +42.2% (a) 50 $ ) ( price +29.6% share 45 Reynolds to 40 +13.0% Rebased 35 30 Jun-15 Jul-15 Aug-15 Oct-15 Nov-15 Dec-15 Fe

RAI / Reynolds American, Inc. / British American Tobacco p.l.c. - SC 13E3/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 REYNOLDS AMERICAN INC. (Name of the Issuer) British American Tobacco p.l.c. Louisville Securities Limited BATUS Holdings Inc. Brown & Williamson Holdings, Inc. Flight Acquisition Corporat

[Strictly CONFIDENTIAL - Not For Circulation] Project Flight Discussion Materials October 2016

EX-99.(c)(26) Exhibit (c)(26) [Strictly CONFIDENTIAL - Not For Circulation] Project Flight Discussion Materials October 2016 [Strictly CONFIDENTIAL - Not For Circulation] Reynolds and BAT Share Price Performance 60 12-Jun-15: Close of Oak Oct-2015 Board EU Referendum result 55 +42.2% (a) 50 $ ) ( price +29.6% share 45 Reynolds to 40 +13.0% Rebased 35 30 Jun-15 Jul-15 Aug-15 Oct-15 Nov-15 Dec-15 Fe

RAI / Reynolds American, Inc. / REYNOLDS AMERICAN INC - SC 13E3/A

SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Reynolds American, Inc. (Holding Co.) DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

British American Tobacco (Prospectus)

Filed by British American Tobacco p.l.c. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Reynolds American Inc. Commission File No.: 001-32258 Form F-4 File No.: 333-217939 The following communications were posted on May 12, 2017 on batreynolds.transactionannouncement.com: Disclaimer Important ACCES

Reynolds American, Inc. (Holding Co.) PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Goldman Sachs

EX-99.(c)(13) Exhibit (c)(13) Goldman Sachs INVESTMENT BANKING DIVISION CONFIDENTIAL Project Baseball Discussion Materials Goldman, Sachs & Co. November 4, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, repres

For Discussion Purposes Only

EX-99.(c)(17) Exhibit (c)(17) For Discussion Purposes Only INVESTMENT BANKING DIVISION Goldman Sachs Project Baseball Preliminary Discussion Materials Goldman, Sachs & Co. December 20, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and e

For Discussion Purposes Only

EX-99.(c)(16) Exhibit (c)(16) For Discussion Purposes Only Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Preliminary Discussion Materials Goldman, Sachs & Co. December 7, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and ea

[Signature Page to Letter Agreement]

EX-99.(d)(10) Exhibit (d)(10) British American Tobacco p.l.c. Globe House, 4 Temple Place London, WC2R 2PG Effective as of February 13, 2017 Reynolds American Inc. 401 North Main Street Winston-Salem, NC 27101 Attention: Martin L. Holton III ([email protected]) cc: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attention: Michael J. Aiello ([email protected]) Matthew J. Gilroy

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(c)(4) Exhibit (c)(4) [Strictly CONFIDENTIAL – Not For Circulation] Valuation Reference Materials [November 2016] WIP - Draft [Strictly CONFIDENTIAL – Not For Circulation] Blackbird Summary of Current Offer Rationale Our offer is recommendable – we wanted that to be the case – we consider our partnership with Raven as too important As such, valuation is stretched – reference the 16.3x LTM mu

Goldman Sachs

EX-99.(c)(14) Exhibit (c)(14) CONFIDENTIAL Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Discussion Materials Goldman, Sachs & Co. November 8, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, repres

Confidential – For Discussion Purposes Only

EX-99.(c)(15) Exhibit (c)(15) Confidential – For Discussion Purposes Only Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Preliminary Discussion Materials Goldman, Sachs & Co. November 23, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities

STRICTLY PRIVATE AND CONFIDENTIAL

EX-99.(c)(7) Exhibit (c)(7) STRICTLY PRIVATE AND CONFIDENTIAL BOARD DISCUSSION MATERIALS December 7, 2016 J.P.Morgan C O N F I D E N T I A L This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preli

Preliminary draft for discussion purposes only

EX-99.(c)(9) Exhibit (c)(9) Exhibit (c)(9) Preliminary draft for discussion purposes only B O A R D D I S C U S S I O N M A T E R I A L S January 10, 2017 J.P.Morgan Preliminary draft for discussion purposes only This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries,

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(c)(4) Exhibit (c)(4) [Strictly CONFIDENTIAL – Not For Circulation] Valuation Reference Materials [November 2016] WIP - Draft [Strictly CONFIDENTIAL – Not For Circulation] Blackbird Summary of Current Offer Rationale Our offer is recommendable – we wanted that to be the case – we consider our partnership with Raven as too important As such, valuation is stretched – reference the 16.3x LTM mu

Goldman Sachs

EX-99.(c)(14) Exhibit (c)(14) CONFIDENTIAL Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Discussion Materials Goldman, Sachs & Co. November 8, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, repres

For Discussion Purposes Only

EX-99.(c)(16) Exhibit (c)(16) For Discussion Purposes Only Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Preliminary Discussion Materials Goldman, Sachs & Co. December 7, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and ea

INVESTMENT BANKING DIVISION

EX-99.(c)(12) Exhibit (c)(12) Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Discussion Materials Goldman, Sachs & Co. October 28, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, an

BOARD DISCUSSION MATERIALS

EX-99.(c)(11) Exhibit (c)(11) BOARD DISCUSSION MATERIALS January 16, 2017 J.P.Morgan This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction

Goldman Sachs

EX-99.(C)(20) 8 d389096dex99c20.htm EX-99.(C)(20) Exhibit (c)(20) CONFIDENTIAL Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Preliminary Discussion Materials Goldman, Sachs & Co. January 14, 2017 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securit

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(c)(3) Exhibit (c)(3) BAT-021 [Strictly CONFIDENTIAL – Not For Circulation] Project Flight Discussion Materials October 2016 Deutsche Bank CENTER|VIEW PARTNERS BAT-022 [Strictly CONFIDENTIAL – Not For Circulation] Reynolds and BAT Share Price Performance Rebased to Reynolds share price ($)(a) 60 55 50 45 40 35 30 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 Ma

Goldman Sachs

EX-99.(c)(14) Exhibit (c)(14) CONFIDENTIAL Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Discussion Materials Goldman, Sachs & Co. November 8, 2016 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, repres

Goldman Sachs

EX-99.(c)(20) Exhibit (c)(20) CONFIDENTIAL Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Preliminary Discussion Materials Goldman, Sachs & Co. January 14, 2017 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your emplo

STRICTLY PRIVATE AND CONFIDENTIAL

EX-99.(C)(6) 7 d352800dex99c6.htm EX-99.(C)(6) Exhibit (c)(6) STRICTLY PRIVATE AND CONFIDENTIAL BOARD DISCUSSION MATERIALS Project Baseball November 8, 2016 J.P.Morgan BOARD DISCUSSION MATERIALS C O N F I D E N T I A L This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidi

CONFIDENTIAL – FOR DISCUSSION PURPOSES ONLY

EX-99.(C)(18) 6 d389096dex99c18.htm EX-99.(C)(18) Exhibit (c)(18) CONFIDENTIAL – FOR DISCUSSION PURPOSES ONLY Goldman Sachs INVESTMENT BANKING DIVISION Project Baseball Preliminary Discussion Materials January 5, 2017 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicabl

Preliminary draft for discussion purposes only

EX-99.(c)(9) Exhibit (c)(9) Exhibit (c)(9) Preliminary draft for discussion purposes only B O A R D D I S C U S S I O N M A T E R I A L S January 10, 2017 J.P.Morgan Preliminary draft for discussion purposes only This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries,

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(c)(3) Exhibit (c)(3) BAT-021 [Strictly CONFIDENTIAL – Not For Circulation] Project Flight Discussion Materials October 2016 Deutsche Bank CENTER|VIEW PARTNERS BAT-022 [Strictly CONFIDENTIAL – Not For Circulation] Reynolds and BAT Share Price Performance Rebased to Reynolds share price ($)(a) 60 55 50 45 40 35 30 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 Ma

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(C)(1) 2 d352800dex99c1.htm EX-99.(C)(1) Exhibit (c)(1) [Strictly CONFIDENTIAL – Not For Circulation] Discussion Materials October 2016 CENTER|VIEW PARTNERS Deutsche Bank [Strictly CONFIDENTIAL – Not For Circulation] Agenda 1 Latest Transaction Metrics 2 Process Update 3 Proposed Timeline - Timeline to approach and merger agreement - Timeline post signing merger agreement to completion 4 Gov

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(c)(3) Exhibit (c)(3) BAT-021 [Strictly CONFIDENTIAL – Not For Circulation] Project Flight Discussion Materials October 2016 Deutsche Bank CENTER|VIEW PARTNERS BAT-022 [Strictly CONFIDENTIAL – Not For Circulation] Reynolds and BAT Share Price Performance Rebased to Reynolds share price ($)(a) 60 55 50 45 40 35 30 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Apr-16 Ma

[Strictly CONFIDENTIAL – Not For Circulation]

EX-99.(c)(2) Exhibit (c)(2) BAT-008 [Strictly CONFIDENTIAL – Not For Circulation] Financial Valuation and Operational Key Messages October 2016 WIP - Draft BAT-009 [Strictly CONFIDENTIAL – Not For Circulation] Strategic rationale of the combination 1 Creates the largest and most profitable tobacco company globally 2 Diversified revenues across the most attractive developed and emerging markets 3 E