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6-K 1 form6-k.htm REPORT OF FOREIGN PRIVATE ISSUER

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
 
April 24, 2024
 
Commission File Number: 001-38159

 
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)

 
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)

 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒              Form 40-F ☐
 
 
 
 

 
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. as of April 24, 2024.


EXHIBIT INDEX
 
Exhibit
 
Description
 

     
Exhibit 2
  
     
Exhibit 3
 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
British American Tobacco p.l.c.
  
   
 
       
 
By:
/s/ Christopher Worlock 
 
    Name: 
Christopher Worlock  
    Title:   
Assistant Secretary
  
       
 
Date:  April 24, 2024
EX-1 2 ex-1.htm PRESS RELEASE
Exhibit 1

British American Tobacco p.l.c.

24 April 2024

TRANSACTION IN OWN SHARES

British American Tobacco p.l.c. (the “Company”) announces that in accordance with the authority granted by shareholders at the Company’s Annual General Meeting on 19 April 2023 it purchased the following number of its ordinary shares of 25 pence each (“shares”) from UBS AG as part of its buyback programme announced on 18 March 2024:

Date of purchase:
23 April 2024
Number of ordinary shares of 25 pence each purchased:
210,000
Highest price paid per share (pence):
2387.00p
Lowest price paid per share (pence):
2362.00p
Volume weighted average price paid per share (pence):
2372.0387p

The Company intends to cancel the purchased shares.

Following the purchase and cancellation of these shares, the Company will have 2,230,249,954 ordinary shares in issue (excluding treasury shares) which carry voting rights and will hold 220,278,630 ordinary shares in treasury. This information may be used by shareholders to determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA’s Disclosure Guidance and Transparency Rules.

In accordance with Article 5(1)(b) of the Market Abuse Regulation (EU) No 596/2014 as it applies in the UK, a schedule of individual trades carried out by UBS AG on 23 April 2024 is set out below.

Enquiries:

Investor Relations
Victoria Buxton/Amy Chamberlain/John Harney/Jane Henderson
+44 (0) 20 7845 2012/1124/1263/1117

Schedule of purchases - aggregate information

Issuer name
ISIN Code
Transaction date
Daily total volume (in number of shares)
Daily weighted average price of shares acquired
Platform
British American Tobacco p.l.c.
GB0002875804
23/04/2024
150,000
2,372.2441
LSE
British American Tobacco p.l.c.
GB0002875804
23/04/2024
40,000
2,371.4867
CHIX
British American Tobacco p.l.c.
GB0002875804
23/04/2024
20,000
2,371.6017
BATE



Schedule of purchases - individual transactions

Number of shares
purchased
Transaction price
(per share)
Market
Time of transaction
388
2,362.00
CHIX
16:23:15
1978
2,362.00
LSE
16:23:15
94
2,363.00
BATE
16:21:20
353
2,363.00
BATE
16:21:20
1509
2,363.00
LSE
16:21:20
649
2,363.00
CHIX
16:21:20
234
2,363.00
BATE
16:20:59
1385
2,363.00
LSE
16:18:46
857
2,363.00
LSE
16:16:37
509
2,363.00
LSE
16:16:37
681
2,363.00
CHIX
16:15:29
1422
2,364.00
LSE
16:15:14
643
2,364.00
BATE
16:13:44
1421
2,364.00
LSE
16:13:44
786
2,364.00
LSE
16:11:15
444
2,364.00
LSE
16:11:15
703
2,364.00
CHIX
16:10:11
1474
2,365.00
LSE
16:06:58
606
2,365.00
CHIX
16:06:58
1447
2,366.00
LSE
16:04:23
543
2,366.00
LSE
16:01:03
76
2,366.00
LSE
16:01:03
220
2,366.00
LSE
16:01:03
100
2,366.00
LSE
16:01:03
343
2,366.00
LSE
16:01:03
657
2,366.00
BATE
16:01:03
672
2,366.00
CHIX
16:01:03
370
2,366.00
LSE
15:59:39
500
2,366.00
LSE
15:59:39
500
2,366.00
LSE
15:59:38
1380
2,367.00
LSE
15:59:03
606
2,367.00
CHIX
15:57:59
1511
2,367.00
LSE
15:57:59
1428
2,368.00
LSE
15:55:24
1305
2,367.00
LSE
15:53:23
710
2,367.00
CHIX
15:53:23
18
2,367.00
CHIX
15:53:23
694
2,367.00
BATE
15:52:40
1487
2,364.00
LSE
15:48:06
1293
2,364.00
LSE
15:46:48
476
2,364.00
CHIX
15:46:48
250
2,364.00
CHIX
15:46:09
895
2,365.00
LSE
15:41:31
295
2,365.00
LSE
15:41:31



240
2,365.00
LSE
15:41:31
143
2,365.00
CHIX
15:41:31
161
2,365.00
BATE
15:41:31
446
2,365.00
BATE
15:41:31
447
2,365.00
CHIX
15:41:31
1533
2,364.00
LSE
15:39:02
1341
2,364.00
LSE
15:35:20
653
2,364.00
CHIX
15:32:48
209
2,365.00
LSE
15:29:54
345
2,365.00
LSE
15:29:54
100
2,365.00
LSE
15:29:54
715
2,365.00
LSE
15:29:54
1318
2,366.00
LSE
15:29:43
637
2,366.00
BATE
15:29:43
654
2,366.00
CHIX
15:29:43
10
2,366.00
LSE
15:26:53
1091
2,366.00
LSE
15:26:53
19
2,366.00
LSE
15:26:38
10
2,366.00
LSE
15:25:51
20
2,366.00
LSE
15:25:33
141
2,366.00
LSE
15:25:03
596
2,366.00
CHIX
15:23:03
1468
2,367.00
LSE
15:21:33
1525
2,369.00
LSE
15:19:13
444
2,369.00
BATE
15:19:13
134
2,369.00
CHIX
15:19:13
267
2,369.00
BATE
15:19:13
564
2,369.00
CHIX
15:19:13
948
2,369.00
LSE
15:16:12
361
2,369.00
LSE
15:16:12
1359
2,369.00
LSE
15:15:31
660
2,369.00
CHIX
15:15:31
1463
2,366.00
LSE
15:09:35
725
2,370.00
CHIX
15:06:36
680
2,370.00
BATE
15:06:36
1237
2,371.00
LSE
15:05:50
353
2,371.00
LSE
15:02:54
1163
2,371.00
LSE
15:02:54
1295
2,371.00
LSE
15:02:54
610
2,371.00
CHIX
15:02:54
1490
2,368.00
LSE
14:58:47
684
2,369.00
CHIX
14:55:16
1466
2,370.00
LSE
14:54:00
729
2,370.00
BATE
14:54:00
1411
2,371.00
LSE
14:50:36
519
2,371.00
CHIX
14:50:36
168
2,371.00
CHIX
14:49:47
1373
2,372.00
LSE
14:48:57



9
2,372.00
LSE
14:48:44
20
2,372.00
LSE
14:48:21
258
2,372.00
LSE
14:45:00
726
2,372.00
LSE
14:45:00
482
2,372.00
LSE
14:45:00
724
2,372.00
CHIX
14:45:00
694
2,373.00
BATE
14:42:44
1298
2,376.00
LSE
14:41:49
594
2,380.00
CHIX
14:39:08
1324
2,380.00
LSE
14:39:08
1509
2,374.00
LSE
14:36:38
232
2,374.00
LSE
14:35:03
361
2,374.00
LSE
14:35:03
762
2,374.00
LSE
14:35:03
616
2,374.00
CHIX
14:34:35
1409
2,367.00
LSE
14:31:41
537
2,367.00
BATE
14:31:41
123
2,367.00
BATE
14:31:41
1467
2,368.00
LSE
14:31:40
1309
2,363.00
LSE
14:29:11
1239
2,364.00
LSE
14:29:02
680
2,364.00
CHIX
14:29:02
1480
2,365.00
LSE
14:26:32
594
2,365.00
CHIX
14:26:32
677
2,364.00
BATE
14:21:58
184
2,364.00
LSE
14:19:31
1158
2,364.00
LSE
14:19:31
722
2,366.00
CHIX
14:17:18
190
2,368.00
LSE
14:13:32
262
2,368.00
LSE
14:13:32
168
2,368.00
LSE
14:13:32
197
2,368.00
LSE
14:13:32
572
2,368.00
LSE
14:13:32
673
2,368.00
CHIX
14:12:39
1527
2,370.00
LSE
14:08:38
696
2,370.00
BATE
14:08:38
225
2,371.00
CHIX
14:07:50
506
2,371.00
CHIX
14:07:50
1357
2,371.00
LSE
14:05:42
686
2,371.00
CHIX
14:04:18
517
2,370.00
BATE
14:03:38
136
2,370.00
BATE
14:03:38
173
2,370.00
LSE
14:03:38
689
2,370.00
CHIX
14:03:38
1162
2,370.00
LSE
14:03:38
1511
2,370.00
LSE
13:57:13
760
2,370.00
BATE
13:57:13
1116
2,370.00
CHIX
13:57:13



435
2,370.00
LSE
13:56:57
896
2,370.00
LSE
13:56:51
160
2,369.00
LSE
13:47:45
1084
2,369.00
LSE
13:47:45
550
2,370.00
LSE
13:46:05
610
2,370.00
LSE
13:46:05
273
2,370.00
LSE
13:46:05
5
2,370.00
BATE
13:46:05
590
2,370.00
BATE
13:46:05
594
2,370.00
CHIX
13:46:05
94
2,370.00
BATE
13:46:05
1592
2,370.00
LSE
13:46:05
823
2,371.00
CHIX
13:44:22
781
2,370.00
CHIX
13:40:22
1434
2,370.00
LSE
13:40:22
1187
2,370.00
BATE
13:40:22
67
2,369.00
CHIX
13:36:11
631
2,369.00
CHIX
13:36:11
121
2,369.00
CHIX
13:36:11
893
2,369.00
CHIX
13:36:11
106
2,368.00
LSE
13:27:37
38
2,368.00
LSE
13:27:24
31
2,368.00
LSE
13:26:11
36
2,368.00
LSE
13:25:57
41
2,368.00
LSE
13:25:56
232
2,368.00
LSE
13:25:48
167
2,368.00
LSE
13:25:31
591
2,368.00
LSE
13:25:29
41
2,367.00
LSE
13:23:25
520
2,367.00
CHIX
13:15:49
104
2,367.00
CHIX
13:15:49
1295
2,369.00
LSE
13:14:49
110
2,369.00
LSE
13:14:49
791
2,371.00
LSE
13:08:58
611
2,371.00
BATE
13:08:58
463
2,371.00
LSE
13:08:58
611
2,369.00
CHIX
13:01:49
1168
2,368.00
LSE
12:58:22
242
2,368.00
LSE
12:58:22
1499
2,372.00
LSE
12:50:49
1382
2,374.00
LSE
12:42:58
716
2,374.00
CHIX
12:42:58
405
2,376.00
BATE
12:36:10
299
2,376.00
BATE
12:36:10
1236
2,377.00
LSE
12:33:57
1305
2,378.00
LSE
12:31:00
118
2,378.00
LSE
12:31:00
733
2,378.00
CHIX
12:31:00



1276
2,376.00
LSE
12:17:12
721
2,379.00
CHIX
12:10:29
1331
2,381.00
LSE
12:07:37
654
2,383.00
BATE
12:04:00
1312
2,385.00
LSE
12:02:10
1488
2,380.00
LSE
12:00:00
652
2,380.00
CHIX
12:00:00
15
2,380.00
CHIX
12:00:00
1411
2,371.00
LSE
11:50:27
31
2,371.00
LSE
11:44:13
188
2,371.00
LSE
11:44:11
249
2,371.00
LSE
11:44:03
315
2,371.00
LSE
11:44:02
510
2,371.00
LSE
11:44:02
9
2,371.00
LSE
11:43:53
134
2,371.00
LSE
11:43:50
603
2,372.00
CHIX
11:42:59
954
2,375.00
LSE
11:36:08
534
2,375.00
LSE
11:36:08
129
2,375.00
BATE
11:36:08
518
2,375.00
BATE
11:36:05
1425
2,375.00
LSE
11:29:18
634
2,375.00
CHIX
11:29:18
1389
2,375.00
LSE
11:21:33
1389
2,374.00
LSE
11:13:18
306
2,374.00
CHIX
11:13:18
396
2,374.00
CHIX
11:13:18
725
2,374.00
BATE
11:04:51
441
2,374.00
LSE
11:04:51
416
2,374.00
LSE
11:04:51
376
2,374.00
LSE
11:04:50
96
2,374.00
LSE
11:00:47
823
2,374.00
LSE
11:00:47
403
2,374.00
LSE
11:00:47
173
2,374.00
LSE
11:00:46
7
2,374.00
LSE
11:00:43
11
2,374.00
LSE
11:00:28
614
2,375.00
CHIX
10:58:17
868
2,373.00
LSE
10:50:35
623
2,373.00
LSE
10:50:35
551
2,374.00
LSE
10:47:13
631
2,374.00
LSE
10:47:13
249
2,374.00
LSE
10:47:12
12
2,374.00
LSE
10:47:12
617
2,373.00
CHIX
10:44:10
1430
2,373.00
LSE
10:39:20
619
2,369.00
CHIX
10:30:00
382
2,369.00
BATE
10:30:00



760
2,369.00
LSE
10:30:00
328
2,369.00
BATE
10:30:00
741
2,369.00
LSE
10:30:00
1378
2,370.00
LSE
10:18:14
8
2,370.00
LSE
10:18:14
732
2,369.00
CHIX
10:14:58
139
2,370.00
LSE
10:08:56
1227
2,370.00
LSE
10:08:55
249
2,371.00
BATE
10:06:19
393
2,371.00
BATE
10:06:19
689
2,371.00
CHIX
10:01:23
446
2,370.00
LSE
10:00:18
507
2,370.00
LSE
10:00:17
410
2,370.00
LSE
10:00:17
101
2,370.00
LSE
10:00:17
1241
2,373.00
LSE
09:51:30
598
2,374.00
CHIX
09:49:05
154
2,374.00
LSE
09:42:41
29
2,374.00
LSE
09:42:36
113
2,374.00
LSE
09:42:30
13
2,374.00
LSE
09:42:25
20
2,374.00
LSE
09:42:24
179
2,374.00
LSE
09:42:23
79
2,374.00
LSE
09:42:22
381
2,374.00
LSE
09:42:21
354
2,374.00
LSE
09:42:08
75
2,374.00
BATE
09:37:31
370
2,374.00
BATE
09:37:31
147
2,374.00
BATE
09:37:31
1495
2,375.00
LSE
09:36:17
151
2,376.00
LSE
09:32:20
1142
2,376.00
LSE
09:32:20
698
2,376.00
CHIX
09:32:20
1083
2,381.00
LSE
09:24:55
173
2,381.00
LSE
09:24:55
493
2,383.00
LSE
09:21:51
26
2,383.00
LSE
09:21:51
464
2,383.00
LSE
09:21:48
492
2,383.00
LSE
09:21:41
543
2,382.00
CHIX
09:17:57
88
2,382.00
CHIX
09:17:57
1444
2,384.00
LSE
09:16:45
678
2,384.00
BATE
09:16:45
1278
2,383.00
LSE
09:05:24
675
2,383.00
CHIX
09:04:02
1285
2,384.00
LSE
09:02:00
1252
2,385.00
LSE
08:58:18
1374
2,387.00
LSE
08:52:54



65
2,387.00
LSE
08:52:54
719
2,387.00
CHIX
08:52:54
663
2,384.00
LSE
08:44:01
38
2,384.00
LSE
08:44:01
115
2,384.00
LSE
08:43:56
38
2,384.00
LSE
08:43:55
487
2,384.00
LSE
08:43:51
653
2,384.00
BATE
08:42:02
748
2,385.00
LSE
08:40:20
100
2,385.00
LSE
08:40:20
435
2,385.00
LSE
08:40:20
1067
2,385.00
LSE
08:40:20
174
2,385.00
LSE
08:39:49
31
2,385.00
LSE
08:39:48
646
2,384.00
CHIX
08:36:50
1523
2,383.00
LSE
08:33:43
977
2,384.00
LSE
08:27:13
18
2,384.00
LSE
08:27:10
302
2,384.00
LSE
08:27:01
727
2,384.00
CHIX
08:26:29
1307
2,386.00
LSE
08:22:56
14
2,383.00
BATE
08:20:14
628
2,383.00
BATE
08:20:14
1253
2,384.00
LSE
08:20:14
168
2,384.00
LSE
08:17:12
1174
2,384.00
LSE
08:17:12
1369
2,382.00
LSE
08:15:31
7
2,382.00
CHIX
08:15:31
685
2,382.00
CHIX
08:15:31
262
2,382.00
LSE
08:11:39
9
2,382.00
LSE
08:11:39
29
2,382.00
LSE
08:11:22
1028
2,382.00
LSE
08:10:51
200
2,382.00
LSE
08:10:51
1362
2,376.00
LSE
08:09:44
680
2,377.00
CHIX
08:06:17
1007
2,379.00
LSE
08:04:09
270
2,379.00
LSE
08:04:09
74
2,380.00
BATE
08:03:16
613
2,380.00
BATE
08:03:16
1235
2,380.00
LSE
08:02:28
1305
2,379.00
LSE
08:00:55
601
2,379.00
CHIX
08:00:55

EX-2 3 ex-2.htm PRESS RELEASE
Exhibit 2


AGM 2024
Chair’s address


1.
WELCOME AND INTRODUCTION

Good morning, ladies and gentlemen, and welcome to BAT’s 2024 Annual General Meeting.

The AGM is a valuable opportunity to meet and hear from you, our shareholders. A forum to look back at BAT’s performance during the past year and also to look ahead.

All of your Directors are here today, apart from Dimitri Panayotopoulos who is unable to attend.

I also want to take this opportunity to give Tadeu Marroco a very warm welcome to his first AGM as BAT’s Chief Executive.

2.
SUMMARY OF 2023 RESULTS

2023 was a year of resilient financial performance and delivery in line with BAT’s guidance:


 ●
While Group revenue on a reported basis was down 1.3%, it was actually up 3.1% on an organic basis at constant rates;


●
At the category contribution level, our New Categories business turned profitable two years ahead of our original target and contributed, at constant rates of exchange, to a £398 million increase to Group profit;


●
Adjusted organic profit from operations was up 3.9% at constant rates of exchange, with another year of 100% operating cash conversion delivery; and


●
We are making good progress on our vision to Build a Smokeless World, with one-sixth of our revenue now coming from smokeless alternatives‡ to cigarettes. In fact, smokeless products already represent over 30% of our revenue in 24 markets around the world.

Given that these results were delivered in a particularly challenging external environment, they are testament to the efforts of everyone across BAT. I thank and congratulate each and every one of our employees.

There were also significant strategic developments during last year that are worth highlighting.

The Board appointed Tadeu as Chief Executive and, together with his refreshed management team, we refined our Group strategy. I will cover this in greater detail shortly.

We also reached a global settlement with Philip Morris International that resolves all ongoing global patent infringement litigation between the parties related to our Heated and Vapour products.

This settlement paves the way for us to focus on developing more innovative solutions that provide adult consumers with an even greater choice of reduced-risk*† products.

And, with much of the preparatory work taking place in 2023, in March this year, we announced the commencement of a share buy-back programme using proceeds from the sale of a part of BAT's shareholding in ITC Limited (ITC).

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3.
BAT’S REFINED STRATEGY

Delivering long-term value creation has been a strategic priority at BAT for many years. That has not changed. What has changed is the rate at which consumers, regulators and society are evolving. To keep up with this evolution, succeed, and win, BAT is adapting at pace.

As a Board, our response during 2023 was to refine our Group strategy and purpose to ensure that the business is well positioned to address challenges and seize opportunities.

We took the decision to provide greater clarity on what we meant by our purpose of creating A Better TomorrowTM.

Our vision for what we mean by A Better TomorrowTM has now been set: we are committed to Building a Smokeless World. We will do this by completely switching as many smokers as we can to our reduced-risk*†, smokeless products:


 ●
By 2035, our aim is to have smokeless products account for at least 50% of our revenues; and


●
By 2030, we aim to have 50 million consumers** of our smokeless products.

We have long been clear that the best choice any adult smoker can make will always be to quit combustible tobacco products entirely. But for those smokers who would otherwise continue to smoke, we believe it is right to offer them a range of reduced-risk*† products.

In short, BAT is committed to switching adult cigarette consumers actively, sustainably and responsibly to reduced-risk*†, smokeless alternatives. In so doing, we will deliver for consumers, investors, our employees and society.

To achieve this, while creating long-term value for shareholders, we have organised our refined strategy around three pillars:


 1.
Quality Growth;


2.
Sustainable Future; and


3.
Dynamic Business.

These pillars have been designed to drive improved execution and operational excellence across the business.

A natural extension of the foundations that were laid in 2020, this refined strategy provides greater clarity on what BAT intends to focus on in the years ahead.

Shareholders will have seen in the 2023 Combined Annual and Sustainability Report a full articulation of this refined strategy and the way forward for BAT.

To summarise the three pillars, I would say that Quality Growth identifies the aim to transition to a more balanced focus between top-line and bottom-line delivery.

Sustainable Future is about seeking to actively migrate consumers away from cigarettes to smokeless alternatives sustainably and responsibly.

While Dynamic Business relates to greater discipline in strategic execution: Building a future-fit, data-driven organisation and ensuring we strive for excellence in all of our operations.

These three strategic pillars culminate in a model that applies across all regions and product categories. By focussing our efforts here, we believe we will generate sustainable returns and drive beneficial societal change – a persuasive investment thesis.

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4.
CULTURE & VALUES

Of course, it is our employees who will catalyse change as we work to Build a Smokeless World.

BAT’s success is built on its strong corporate culture. Those foundations are even more important for the future.

A culture that is fully aligned with our strategy and values.

A culture that not only attracts and retains the best talent who understand how to achieve  results, but, more importantly, how to achieve those results in the right way.

More than 45,000 employees work across the Group – and they will take BAT to the next level.

It is why, as a Board, we took the time during 2023 to understand, evaluate and endorse the corporate values that we believe are required for success in an evolving world. We did this alongside refining our strategy and by engaging extensively with our employees to help ensure that the result resonates with them.

Following that process, six values have been identified and are being embedded across the Group to ensure all our employees understand how these values underpin our culture. These values are:


 1.
Truly inclusive;


2.
Empowered through trust;


3.
Stronger together;


4.
Love our consumer;


5.
Passion to win; and


6.
Do the right thing.

5.
OUTLOOK

Turning to our outlook for 2024, we continue to expect delivery in line with our guidance, of low-single digit organic growth in revenue and adjusted profit from operations, including a 2% transactional FX headwind.

We are making targeted investment choices to drive our medium-term sustainable growth algorithm. Our guidance also reflects ongoing macro-economic pressures, particularly in the U.S. market.

As indicated at our Full-Year results in February, we expect our performance to be second-half weighted for both revenue and profit. We expect this to be mostly driven by:


 ●
Continued investment in our U.S. commercial plans mainly weighted to the first half;


●
The continued impact of macro pressures and illicit single-use vapes in the U.S.; and


●
The phasing of our rejuvenated innovation pipeline, particularly in Heated Products with the roll-out of glo Hyper Pro and new consumables.

3


Beyond 2024, we expect a progressive improvement in our delivery which, by 2026, should allow us to achieve 3-5% organic revenue growth and mid-single digit adjusted profit growth from operations, on an organic basis, and at constant rates.

BAT is highly cash generative, and we expect to achieve another year of operating cash conversion above our 90% target.

We are mindful of the importance of disciplined capital allocation and strong shareholder returns. On March 13th we announced the completion of a Block Trade representing 3.5% of the issued ordinary share capital of ITC realising total proceeds of close to £1.6 billion. I am particularly pleased that this has enabled us to announce the commencement of a sustainable share buy-back programme, starting with £700m in 2024, with a further £900m committed for 2025.

The key elements of our capital allocation include:


 ●
Continued investment in our transformation;


●
Progressive dividends;


●
Continued deleverage toward our recently announced target range of 2-2.5x adjusted net debt / adjusted EBITDA; and


●
Sustainable share buy-backs.

6.
BOARD CHANGES

Moving to our Board composition, this year has seen significant change.

I am very pleased to welcome two new faces to our Board: Murray Kessler and Serpil Timuray.

Both Murray and Serpil joined the Board as independent Non-Executive Directors and members of the Nominations and Remuneration Committees.

Murray has extensive international and leadership experience, particularly in growing consumer product companies and managing regulated businesses. He has held several CEO positions including at Perrigo plc, Lorillard Tobacco Co., and UST LLC as well as being Vice Chair of Altria Group. Prior to joining UST, Murray had a twelve-year career with Campbell Soup Company.

Serpil also brings significant experience in growing international operations. She is currently CEO of Vodafone Investments and is a member of Vodafone Group’s Executive Committee. Her former roles at Vodafone include the CEO of the Europe Cluster, Group Chief Commercial Operations and Strategy Officer, and the Regional CEO of Africa, Middle East, Asia, Pacific. Prior to joining Vodafone, Serpil spent 10 years at Danone, with the last five years as CEO in Turkey. She began her career, and spent eight years at, Procter & Gamble.

Having served as Non-Executive Directors for nine years, Sue Farr and Dimitri Panayotopoulos will step down from the Board with effect from the conclusion of this AGM.

I would like to thank both Sue and Dimitri for their outstanding contributions to the Board over their tenures, including as Senior Independent Directors.

As we say farewell to them, and following the conclusion of this AGM, Holly Keller Koeppel will be appointed as Senior Independent Director, Darrell Thomas will be appointed as Chair of the Audit Committee and Kandy Anand will be appointed as Chair of the Remuneration Committee.

I congratulate Holly, Darrell and Kandy and look forward to continuing the work of the Board with them.

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7.
MY THANKS

In closing, I believe we have in place the right strategy, the right people and the right approach to deliver long-term value for shareholders, Build a Smokeless World and create A Better TomorrowTM.

Before we move to the Resolutions, let me thank my fellow Directors on the Board, our Chief Executive, Tadeu Marroco, the management team and all our employees for their hard work in delivering a resilient business performance and setting the strategy for the future during a challenging year.

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Notes:

‡ Smokeless products/alternatives refers to Non-Combustibles, including Vapour products, Heated Products, Modern Oral pouches and Traditional Oral

* Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.

† Our Vapour product Vuse (including Alto, Solo, Ciro and Vibe), and certain products, including Velo, Grizzly, Kodiak, and Camel Snus, which are sold in the U.S., are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance.

** The number of consumers of Non-Combustible products is defined as the estimated number of Legal Age (minimum 18 years) consumers of the Group’s Non-Combustible products. In markets where regular consumer tracking is in place, this estimate is obtained from adult consumer tracking studies conducted by third parties (including Kantar). In markets where regular consumer tracking is not in place, the number of consumers of Non-Combustible products is derived from volume sales of consumables and devices in such markets, using consumption patterns obtained from other similar markets with consumer tracking (utilising studies conducted by third parties including Kantar).

The number of consumers of Non-Combustible products is used by management to assess the number of consumers regularly using the Group’s New Category products as the increase in Non-Combustible products is a key pillar of the Group’s ESG Ambition and is integral to the sustainability of our business.

The Group’s management believes that this measure is useful to investors given the Group’s ESG ambition and alignment to the sustainability of the business with respect to the Non-Combustibles portfolio.

§ Performance presented excluding businesses sold or acquired that may significantly affect the users understanding of the Group's performance when compared across periods. Organic measures exclude the performance of such businesses in the current and comparator periods to ensure like for like assessment across all periods. In 2021, the Group sold its Iranian business. However, as the Iranian business was not significant to the users’ understanding of that year or subsequent years financial performance, management did not treat the sale of Iranian business as an organic adjustment.

6



Forward-Looking Statements

These remarks do not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any BAT shares or other securities. These remarks contain certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as "believe," "anticipate," "could," "may," "would," "should," "intend," "plan," "potential," "predict," "will," "expect," "estimate," "project," "positioned," "strategy," "outlook", "target" and similar expressions. These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the British American Tobacco Group (the “Group”) operates.

In particular, these forward-looking statements include, among other statements, certain statements under the heading “SUMMARY OF 2023 RESULTS”, “BAT’S REFINED STRATEGY”, “OUTLOOK” and “MY THANKS”.

All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in these remarks are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; the inability to develop, commercialise and deliver the Group’s New Categories strategy; the impact of supply chain disruptions; adverse litigation and dispute outcomes and the effect of such outcomes on the Group’s financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic or international regulatory bodies; changes in the market position, businesses, financial condition, results of operations or prospects of the Group; direct or indirect adverse impacts associated with Climate Change and the move towards a Circular Economy; and Cyber Security risks caused by the heightened cyber-threat landscape, and the increased digital interactions with consumers, and changes to regulation.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of these remarks and BAT undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.

Additional information concerning these and other factors can be found in BAT’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 20-F, filed on February 9, 2024 and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov.

No statement in these remarks is intended to be a profit forecast and no statement in these remarks should be interpreted to mean that earnings per share of BAT for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAT.

7

EX-3 4 ex-3.htm PRESS RELEASE
Exhibit 3

BRITISH AMERICAN TOBACCO p.l.c. (the "Company")

RESULTS OF VOTING AT THE 2024 ANNUAL GENERAL MEETING
British American Tobacco p.l.c. (the ‘Company’) announces the result of voting on the resolutions at its Annual General Meeting (‘AGM’) held on Wednesday 24 April 2024 at the Hilton London Bankside, 2-8 Great Suffolk St, London, SE1 0UG. The full text of the resolutions, along with the explanatory notes, is set out in the Notice of Annual General Meeting dated 6 March 2024.

The table below sets out the results of the poll on each of the total of 18 Resolutions as stated in the Notice of Meeting dated 6 March 2024. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the Meeting.  Each shareholder, present in person or by proxy, was entitled to one vote per ordinary share of 25p held.

Resolution
Votes For
% of votes cast
Votes against
% of votes cast
Votes Withheld
Votes cast in total
 Total cast as a %
of issued share capital
1. Receipt of 2023 Report and Accounts
1,559,437,174
99.92%
1,317,303
0.08%
3,805,932
1,560,754,477
69.96%
2. Approval of the 2023 Directors’ Remuneration Report
1,509,240,342
96.58%
53,407,399
3.42%
1,912,941
1,562,647,741
70.05%
3. Reappointment of KPMG LLP as Auditors
1,556,850,256
99.57%
6,795,887
0.43%
914,541
1,563,646,143
70.09%
4. Authority for the Audit Committee to agree the Auditors’ remuneration
1,560,713,936
99.90%
1,615,637
0.10%
1,014,365
1,562,329,573
70.03%
5. Re-election of Luc Jobin as a Director
1,531,219,660
98.02%
30,973,962
1.98%
2,363,416
1,562,193,622
70.03%
6. Re-election of Tadeu Marroco as a Director
1,557,735,694
99.65%
5,490,762
0.35%
1,330,583
1,563,226,456
70.07%
7. Re-election of Kandy Anand as a Director
1,549,504,697
99.19%
12,602,921
0.81%
2,449,099
1,562,107,618
70.02%
8. Re-election of Karen Guerra as a Director
1,556,517,530
99.66%
5,233,889
0.34%
2,805,620
1,561,751,419
70.01%
9. Re-election of Holly Keller Koeppel as a Director
1,525,141,299
97.65%
36,632,714
2.35%
2,783,025
1,561,774,013
70.01%
10. Re-election of Véronique Laury as a Director
1,557,724,282
99.74%
4,003,179
0.26%
2,829,578
1,561,727,461
70.00%
11. Re-election of Darrell Thomas as a Director
1,551,141,034
99.40%
9,411,952
0.60%
2,789,068
1,560,552,986
69.95%
12. Election of Murray S. Kessler as a Director
1,558,460,567
99.87%
2,084,492
0.13%
2,796,995
1,560,545,059
69.95%
13. Election of Serpil Timuray as a Director
1,550,667,488
99.37%
9,836,177
0.63%
2,837,854
1,560,503,665
69.95%
14. Authority to make donations to political organisations and to incur political expenditure
1,422,302,938
91.55%
131,343,301
8.45%
9,695,908
1,553,646,239
69.64%
15. Renewal of Directors' authority to allot shares
1,382,169,882
88.53%
179,159,404
11.47%
2,014,357
1,561,329,286
69.99%
16. Renewal of Directors’ authority to disapply pre-emption rights
1,399,468,962
89.65%
161,547,570
10.35%
2,327,110
1,561,016,532
69.97%
17. Authority for the Company to make market purchases of ordinary shares
1,550,414,809
99.27%
11,412,226
0.73%
1,516,608
1,561,827,035
70.01%
18. Notice period for General Meetings
1,474,384,914
94.37%
87,916,244
5.63%
1,042,484
1,562,301,158
70.03%


 
All resolutions were passed at the Company's AGM today with the requisite majority of votes.

Sue Farr and Dimitri Panayotopoulos stepped down from the Board as Non-Executive Directors at the conclusion of the Company's 2024 AGM. Ms Farr’s and Mr Panayotopoulos’s retirement from the Board follows the Company's announcement on 6 February 2024, as further set out in the Company's 2023 Annual Report and Form 20-F.

The number of ordinary shares in issue (excluding Treasury shares) at the close of business on Tuesday 23 April 2024 was 2,230,669,954.  Shareholders are entitled to one vote per share.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ a resolution. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll.  Proxy appointments which gave discretion to the Chair have been included in the total votes ‘for’ the respective resolutions.

In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of Resolutions 16 to 18 will be submitted to the Financial Conduct Authority and will in due course be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.


C Worlock
Assistant Secretary
British American Tobacco p.l.c.
24 April 2024


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