Document

U.S.$850,000,000 5.834 per cent. Notes due 2031 (the “2031 Notes”) and U.S.$850,000,000 6.000 per cent. Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) of B.A.T Capital Corporation (“BATCAP” or the “Issuer”) and guaranteed by B.A.T. International Finance p.l.c. (“BATIF”), British American Tobacco p.l.c. (“British American Tobacco”), Reynolds American Inc. (“RAI”) and B.A.T. Netherlands Finance B.V. (“BATNF” and, together with British American Tobacco, BATIF and RAI, the “Guarantors”) issued pursuant to the registration statement of British American Tobacco, BATCAP and BATIF on Form F-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on 1 July 2022 (the “Registration Statement”)

1 We have acted as English legal advisers to the Issuer and the Guarantors in connection with the issue of the Notes and the giving of the guarantees (the “Guarantees”) by the Guarantors in respect of the Notes and have taken instructions solely from the Issuer and the Guarantors.

2 This opinion is limited to English law as applied by the English courts and in effect on the date of this opinion. It is given on the basis that it, and all matters relating to it, will be governed by, and that it (including all terms used in it) will be construed in accordance with, English law. In particular, we express no opinion herein with regard to any system of law (including, for the avoidance of doubt, the federal laws of the United States of America and the laws of the State of New York) other than the laws of England as currently applied by the English courts.

This communication is confidential and may be privileged or otherwise protected by work product immunity.

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4.5 each of the meetings of the Board of Directors of British American Tobacco held on 3 June 2019, 29 July 2020 and 24 May 2022 and the meetings of the Board of Directors of BATIF held on 17 June 2019, 18 September 2020 and 29 June 2022, respectively, (in respect of which a certified extract of each of the Minutes has been supplied to us) was duly convened, constituted and quorate and the resolutions referred to in each of the Minutes were validly passed and remain in full force and effect without modification and

4.6 each of the documents which are the subject of this opinion is valid and binding on each party under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law.

6 Based on the documents referred to, and assumptions made, in paragraphs 3 and 4 above and subject to the qualifications in paragraph 7 below and to any matters not disclosed to us, we are of the following opinion:

6.2 BATIF has corporate power to enter into and to perform its obligations under the Programme Documents and has taken all necessary corporate action to authorise its execution, delivery and performance of the Programme Documents.

6.4 British American Tobacco has corporate power to enter into and to perform its obligations under the Programme Documents and has taken all necessary corporate action to authorise its execution, delivery and performance of the Programme Documents.

7.1 It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement or the Prospectus Supplement, or that no material facts have been omitted from them.

7.2 We express no opinion as to compliance or otherwise with any financial limitations on borrowings or the giving of guarantees by BATIF contained in BATIF’s Articles of Association or any financial limitations on borrowings or the giving of guarantees by British American Tobacco contained in British American Tobacco’s Articles of Association.

7.3 We express no opinion as to compliance or otherwise with the limitation on the maximum aggregate principal amount of the debt securities which have been authorised by the Issuer with respect to the Registration Statement.

7.5 Any amount referred to in provisions of the Notes or any Programme Document which provide for the payment by a person of additional interest or amounts upon a breach, default or similar occurrence by that person, may not be recoverable if it amounts to a penalty under English law.

7.7 A certificate, determination, notification, minute or opinion might be held by the English courts not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary.

7.8 Any contractual provision that purports to maintain the validity of the remainder of such contract despite the invalidity, illegality or unenforceability of one or more of its provisions may not be effective - it depends on the nature of the illegality, invalidity or unenforceability in question.

7.11 We express no opinion as to the effect of any sanctions or other similar restrictive measures in relation to any party to the Programme Documents or the Notes or any transaction contemplated thereby.

7.12 Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be or have been performed, in so far as those provisions render the performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable.

7.13 The English courts may have regard to the law of the country in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.

7.14 The English courts may not be restricted from applying overriding provisions of English law and if there is a provision of New York law that is manifestly incompatible with English public policy, it is possible that the English courts may not apply it.

8 This opinion is given on the basis that there will be no amendment to or termination or replacement of the documents, authorisations, consents and opinions referred to in the Schedule to this opinion. This opinion is also given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in English law after the date of this opinion.

9 We hereby consent to the filing of this opinion with the SEC as an exhibit to British American Tobacco’s current report on Form 6-K filed on 20 February 2024 and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to us made under the heading “Legal Matters” in the prospectus constituting a part of the Registration Statement and the Prospectus Supplement. In giving this consent we do not

7 Underwriting Agreement dated 15 February 2024 between BATCAP, as Issuer, the Guarantors, Barclays Capital Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Santander US Capital Markets LLC, Wells Fargo Securities, LLC and the other underwriters party to the underwriting agreement relating to the purchase and sale of the Notes (the “Underwriting Agreement”).

8 Indenture dated 6 September 2019 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as initial paying agent, authentication agent, transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the Notes (the “Base Indenture”).

9 Supplemental Indenture No. 20 dated 20 February 2024 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the 2031 Notes (the “2031 Notes Indenture”).

10 Supplemental Indenture No. 21 dated 20 February 2024 between BATCAP, as Issuer, British American Tobacco, BATIF, BATNF and RAI, each as a guarantor, the Trustee and Citibank, N.A. as paying agent, authentication agent, transfer agent, registrar and calculation agent (in each such several capacities as the “Paying Agent”, “Authentication Agent”, “Transfer Agent”, “Registrar” and “Calculation Agent”) relating to the 2034 Notes (the “2034 Notes Indenture” and, together with the Base Indenture and the 2031 Notes Indenture, the “Indentures”).


To:	British American Tobacco p.l.c.
	Globe House
	4 Temple Place
	London WC2R 2PG

			20 February 2024

Our Ref		L-345820


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