0001193125-17-168591 Sample Contracts

BRITISH AMERICAN TOBACCO P.L.C. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF DECEMBER 1, 2008 Amendment...
Deposit Agreement • May 12th, 2017 • British American Tobacco p.l.c. • Cigarettes • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of February 14, 2017 (the “Amendment”), by and among BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares outstanding under the Amended and Restated Deposit Agreement, dated as of December 1, 2008 among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”).

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AGREEMENT TO FURNISH DEBT INSTRUMENTS
Furnish Debt Instruments • May 12th, 2017 • British American Tobacco p.l.c. • Cigarettes

Pursuant to Item 601(b)(4)(iii) of Regulation S-K (the “Item”), British American Tobacco p.l.c. has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of British American Tobacco p.l.c and its subsidiaries on a consolidated basis. British American Tobacco p.l.c. agrees, pursuant to this Item, to furnish a copy of any such instrument to the U.S. Securities and Exchange Commission (the “Commission”) upon request of the Commission.

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