Common use of UK MiFIR Product Governance Rules Clause in Contracts

UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (a) Xxxxxxx Sachs & Co. LLC (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the pricing term sheet prepared in connection with the Notes; and (b) each Underwriter who is not a UK Manufacturer and the Issuer note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the pricing term sheet prepared in connection with the Notes. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, B.A.T CAPITAL CORPORATION by: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Treasurer BRITISH AMERICAN TOBACCO P.L.C. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Finance and Transformation Director B.A.T. INTERNATIONAL FINANCE P.L.C. by: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director

UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (a) Xxxxxxx Sachs Xxxxx & Co. LLC (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the pricing term sheet prepared in connection with the Notes; and (b) each Underwriter who is not a UK Manufacturer and the Issuer note notes the application of the UK MiFIR Product Governance Rules and acknowledge acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the pricing term sheet prepared in connection with the Notes. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, B.A.T CAPITAL CORPORATION by: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Treasurer BRITISH AMERICAN TOBACCO P.L.C. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Finance and Transformation Director Chief Executive B.A.T. INTERNATIONAL FINANCE P.L.C. by: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director

UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (a) each of Banco Santander, S.A., BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Xxxxxxx Sachs Xxxxx & Co. LLC LLC, and Xxxxxxx Xxxxx International (each, a “UK Manufacturer” and, together, the “UK ManufacturerManufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes Securities and the related information set out in the pricing term sheet prepared Final Prospectus in connection with the NotesSecurities; and (b) each Underwriter who is not a UK Manufacturer the Company, HSBC Bank plc, X.X. Xxxxxx Securities plc, The Toronto-Dominion Bank, U.S. Bancorp Investments, Inc., ICBC Standard Bank Plc and the Issuer Standard Chartered Bank note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Notes Securities by the UK Manufacturer Manufacturers and the related information set out in the pricing term sheet prepared Final Prospectus in connection with the NotesSecurities. If the foregoing is in accordance with your understanding, please indicate your sign and return to us the enclosed duplicate hereof, and upon the acceptance of hereof by you, as the Representatives, this Agreement by signing in letter and such acceptance hereof shall constitute a binding agreement between the space provided belowRepresentatives and the Company. Very truly yours, B.A.T CAPITAL CORPORATION by: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Treasurer BRITISH AMERICAN TOBACCO P.L.C. byBOOKING HOLDINGS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Finance Executive Vice President and Transformation Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BANCO SANTANDER, S.A. By: /s/ Xxxxxxxx x´Xxxxx Name: Xxxxxxxx x´Xxxxx Title: Executive Director B.A.T. INTERNATIONAL FINANCE P.L.C. byDCM By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: DCM Associate The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BNP PARIBAS By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: DirectorAUTHORISED SIGNATORY By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: AUTHORISED SIGNATORY The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx Xx Xxxxxxx Name: Xxxxxx Xx Xxxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Delegated Signatory The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.

UK MiFIR Product Governance Rules. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules: (a) Xxxxxxx Sachs Xxxxx & Co. LLC (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the pricing term sheet prepared in connection with the Notes; and (ba) each Underwriter who is not a UK Manufacturer and the Issuer note notes the application of the UK MiFIR Product Governance Rules and acknowledge acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the pricing term sheet prepared in connection with the Notes. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, B.A.T CAPITAL CORPORATION B.A.T. INTERNATIONAL FINANCE P.L.C. by: /s/ Xxxxxx Xxxxxxx Xxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxx Xxxxx Title: Treasurer Director BRITISH AMERICAN TOBACCO P.L.C. by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Finance and Transformation Director B.A.T. INTERNATIONAL FINANCE P.L.C. Chief Executive B.A.T CAPITAL CORPORATION by: /s/ Xxxx Xxxxx Xxxxxx Xxxxxxx Name: Xxxx Xxxxx Xxxxxx Xxxxxxx Title: DirectorTreasurer