English SoBC Interior - Message from Tadeu Marroco - BAT Standards of Business

Message from Tadeu Marroco

Transforming our business in the right way is a top priority.

At BAT we are guided by our purpose to build A Smokeless World and create A Better Tomorrow™. It’s what motivates us and lies at the heart of the work we’re doing to transform our business.

Our Standards of Business Conduct (SoBC) is a guide which we live by, and it sets out the behaviours and standards we expect of ourselves. Founded on our values, it reflects our commitment to acting with integrity and delivering business results responsibly. This means doing the right thing and being transparent with each other, our Suppliers, our consumers, and the communities within which we operate.

It’s important to me that our culture encourages collaboration and trust, while being a safe space where people feel empowered to speak up without fear of retaliation. We trust our people to do their jobs responsibly and raise concerns about wrongdoing. Rest assured that you will be listened to and supported.

Please take time to read and understand our SoBC and use it actively to guide your decisions, remembering that we must follow the spirit, as well as the letter, of the rules. Doing the right thing every day is crucial to our success – delivering a strong business performance in the right way is at the heart of our values and is ultimately the foundation of our strategy and purpose.

Tadeu Marroco
Chief Executive

April 2025

Message from Tadeu Marroco

Defined Terms

Close Relative

means spouses, partners, children, parents, siblings, nephews, nieces, aunts, uncles, grandparents, grandchildren, and cousins (including where arising by marriage, such as mother-in-law or son-in-law). Close Relative also means any person in the Employee’s household.
Collusion

any arrangement with competitors that could restrict, or aims to restrict, competition. It includes formal and informal agreements whether direct or brokered by a third party, understandings, exchanging commercially sensitive information (directly or indirectly), and decisions/recommendations of trade associations.
Community Investments

voluntary activities beyond our commercial and core business activities and our legal obligations, that contribute to the economic, social, and environmental sustainability of the countries and communities in which we operate. These investments address a wide range of issues and causes in the communities where we operate, often involving charities, non-government organisations (NGOs), and ‘civil society’, and include expenditure on community projects or charitable contributions, in-kind donations, and Employee volunteering.
Dealing

includes any sale, purchase, or transfer (including by way of gift), as well as spread bets, contracts for difference, or other derivatives involving Securities, directly or indirectly, whether on your own or someone else’s behalf. Please see the Code for Share Dealing for the full definition.
Employees

includes, where the context admits, directors, officers, and permanent Employees of Group Companies.
Entertainment

‘Entertainment’ includes any form of virtual or face-to-face hospitality, such as food or drink, attendance at any cultural or sporting events, travel or accommodation offered or given to or received from a person or entity outside of BAT.
G&E

means Gifts and/or Entertainment.
G&E Tracker

an automated prior approval and record-keeping solution, which is mandatory for Public Official and Private Sector Stakeholder G&E above the Threshold.
Gifts

includes anything of value, even if the monetary value cannot be easily ascertained, offered or given to, or received from a person or entity outside of BAT that is not Entertainment.
Group Company

means any company in the British American Tobacco Group.
Group and BAT

means British American Tobacco p.l.c. and all of its subsidiaries.
Improper Conduct

means performing (or not performing) a business activity or public function in breach of an expectation that it will be performed in good faith, impartially, or in line with a duty of trust.
Inside Information

in relation to BAT p.l.c. is information of a precise nature, which is not generally available; relates directly or indirectly to BAT p.l.c. or to its shares or other Securities; and would, if made public, be likely to have a significant effect on the price of BAT p.l.c.’s shares or other Securities, or related investment. Please see the Code for Share Dealing for the full definition.
Instant Messaging

means any form of instant or temporary messaging between communication devices using third-party applications (including social media direct messaging functionalities) where messages do not facilitate Group records and information management capabilities.
M&A Transactions Compliance Procedure

means the Group Mergers and Acquisitions Transactions Compliance Procedure.
Market Abuse

means conduct which harms the integrity of financial markets and public confidence in Securities and derivatives.
Private Sector stakeholder

shall mean all other entities and individuals excluding Public Officials.
Public Official

includes anyone employed by or acting for any government or public body/agency, or anyone performing a public function. This includes, for example, people working for a national, regional, or local government or a public department or agency (such as an official within a government ministry, the military, or police); people holding a public position; employees of state-owned or state-controlled enterprises (e.g. a state-owned tobacco company); employees of public international organisations, such as the United Nations; officials of a political party; candidates for public office; any member of a royal family; and magistrates and judges.
Record

information in any media created or received by an individual in the course of business regardless of its location or physical form.
References to ‘laws’

includes all applicable national and supra-national law and regulations.
Sanctioned Party

is an individual or entity who has been listed on a list of parties with whom business is restricted or prohibited under the sanctions regimes implemented and/or enforced by the UN, US, EU, UK, and other international organisations and national governments, which includes but is not limited to individuals or entities residing in or located in, or organised under the laws of, a Sanctioned Territory, identified on sanctions lists maintained by the foregoing jurisdictions, or who are otherwise the subject or target of sanctions. Also includes non-sanctioned or non-listed parties which are owned or controlled by one or more Sanctioned Parties.
Sanctioned Territory

includes territories subject to comprehensive or broad territory-wide sanctions imposed by the UN, US, EU, UK, and/or other international organisations or national governments.
Securities

includes shares (including American Depository Receipts), options, futures, and any other type of derivative contract, debt, units in collective investment undertakings (e.g. funds), financial contracts for difference, bonds, notes, or any other investments whose value is determined by the price of such Securities. Please see the Code for Share Dealing for the full definition.
SoBC Portal

the platform for capturing, maintaining, and managing the disclosure of conflicts of interest.
Standards and SoBC

can mean the Group Standards set out in this document and/or Standards adopted locally by a Group Company.
Suppliers

means any third party that supplies or provides direct product materials or indirect goods or services to any BAT Group Company, including consultants, independent contractors, agents, manufacturers, primary producers, sub-contractors, distributors, and wholesalers.
Tax

all forms of direct and indirect taxes, including corporate and personal income taxes, social security contributions, customs and excise duties, VAT and sales taxes, and any other form of taxes.
The Company

means British American Tobacco p.l.c.
Third Party AFC Procedure

means the Group Third-Party Anti-Financial Crime Procedure.
Third-Party Communications Applications

means any form of communications (e.g., email, voice memos, chats, or text messages) using third-party applications (including social media applications that have direct messaging functionalities) where such communications cannot be retained or accessed per the Group Records & Information Management Procedure. This includes but is not limited to applications such as WhatsApp, WeChat, Facebook, Facebook Messenger, Instagram, iMessage, SMS text messages, Gmail, Yahoo, Hotmail, Telegram, Viber, Signal, and any other similar applications.
Threshold
in relation to G&E offered, given, or received, means:
- Public Officials: above £20 – prior approval must be obtained via the G&E Tracker
- Private Sector Stakeholders: G&E above £20 to £200 must be recorded in the G&E Tracker. Above £200 – prior approval must be obtained via the G&E Tracker
Group Companies should provide guidance on what is modest and lawful in their markets, not exceeding these amounts and reflecting local purchasing power and regulations.