4.390% Notes due 2037 (the 4.390% Notes), which are registered under the Securities Act, for any of its outstanding Unregistered 4.390% Notes; (5) new 4.540% Notes due 2047 (the
4.540% Notes and, together with the 2.764% Notes, the 3.222% Notes, the 3.557% Notes and the 4.390% Notes, the Fixed Rate Notes), which are registered under the Securities Act, for any of its outstanding Unregistered 4.540%
Notes and (6) new Floating Rate Notes due 2022 (the Floating Rate Notes), which are registered under the Securities Act, for any of its outstanding Unregistered Floating Rate Notes.
The Exchange Offer expired on November 21, 2018 and, among other debt securities, (1) $2,249,525,000 in aggregate principal amount of the Unregistered 2.764% Notes;
(2) $2,477,391,000 in aggregate principal amount of the Unregistered 3.222% Notes; (3) $3,493,054,000 in aggregate principal amount of the Unregistered 3.557% Notes; (4) $2,499,700,000 in aggregate principal amount of the Unregistered 4.390% Notes;
(5) $2,498,262,000 in aggregate principal amount of the Unregistered 4.540% Notes and (6) $743,066,000 in aggregate principal amount of the Unregistered Floating Rate Notes were validly tendered and not validly withdrawn prior to the expiration of
the Exchange Offer. Settlement of the Exchange Offer occurred on November 23, 2018.
Together, the Fixed Rate Notes and the Floating Rate Notes are referred to
as the Notes, and each series of the Fixed Rate Notes and Floating Rate Notes is referred to as a series of Notes. Unless the context otherwise requires, in this Description of Debt Securities and Guarantees Related
to the 2017 Indenture references to the Notes or a specific series of Notes includes previously issued and outstanding Notes or Notes of such series, as applicable, as well as any Additional Notes or Notes of such series, as
applicable, issued from time to time.
The 2.764% Notes and the Floating Rate Notes will mature on August 15, 2022. The 3.222% Notes will mature on
August 15, 2024. The 3.557% Notes will mature on August 15, 2027. The 4.390% Notes will mature on August 15, 2037. The 4.540% Notes will mature on August 15, 2047.
The previously issued and outstanding Notes were issued in registered form and are treated as six separate series of debt securities under an indenture dated as of
August 15, 2017 (as supplemented by the supplemental indenture no. 1, dated as of September 28, 2018, and as further amended or supplemented from time to time, the 2017 Indenture). Any Additional Notes issued under the
Indenture will be issued in registered form and will be issued as part of one of the six series of Notes originally issued and outstanding under the Indenture. The Indenture is by and among BATCAP, as Issuer, British American Tobacco p.l.c.
(BAT or the Parent Guarantor), B.A.T. International Finance p.l.c. (BATIF), British American Tobacco Holdings (The Netherlands) B.V. (BATHTN), B.A.T. Netherlands Finance B.V. (BATNF and,
together with BATHTN, the Dutch Guarantors), and, unless its guarantee is released in accordance with the Indenture, Reynolds American Inc. (RAI), each as a guarantor, Wilmington Trust, National Association, as trustee (the
Trustee), and Citibank, N.A., London Branch as paying agent, registrar, transfer agent and calculation agent. Citibank, N.A., New York Branch replaced Citibank, N.A., London Branch as paying agent, registrar, transfer agent and
calculation agent on October 16, 2018 (Citibank, N.A., New York Branch, in such capacity, Paying Agent, Registrar, Transfer Agent or Calculation Agent, respectively).
Each entity that provided a guarantee in respect of the Notes, and that will provide a guarantee of future issuances of Notes, is referred to herein as a
Guarantor. In this Description of the Notes and the Guarantees Issued Under the 2017 Indenture, the terms holder, Noteholder and other similar terms refer to a registered holder of
Notes, and not to a beneficial owner of a book-entry interest in any Notes.
Principal, Maturity and Interest
The obligations of the Issuer under the Notes and Indenture are, or will be in the case of additional issuances of Notes, fully and unconditionally guaranteed on a
senior and unsecured basis by each of the Parent Guarantor, the Dutch Guarantors, BATIF and RAI.
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