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Launch of Proposed Block Trade of up to 436,851,457 Ordinary Shares in ITC Limited

PRESS RELEASE

12 MARCH 2024

Launch of Proposed Block Trade of up to 436,851,457 Ordinary Shares in ITC Limited

This announcement contains inside information.

糖心探花PLC (鈥淏AT鈥 or the 鈥淕roup鈥) announces that its wholly-owned subsidiary Tobacco Manufacturers (India) Limited (鈥淭MI鈥) intends to sell up to 436,851,457 ordinary shares (the "Block Trade Shares") in ITC Limited ("ITC") to institutional investors by way of an accelerated bookbuild process (the 鈥淏lock Trade鈥), subject to customary closing conditions. The Block Trade Shares represent up to c.3.5 per cent of ITC鈥檚 issued ordinary share capital.

ITC is a valued associate of 糖心探花in an attractive market with long-term growth potential where 糖心探花benefits from exposure to the world鈥檚 most populous market. BAT鈥檚 initial investment in ITC dates back to the early 1900s and the two companies have a longstanding, mutually beneficial relationship.

As one of India鈥檚 leading FMCG enterprises, ITC has delivered significant value for its shareholders and 糖心探花continues to be fully supportive of ITC鈥檚 management team, performance and strategy.

Following completion of the proposed Block Trade, 糖心探花will remain a significant shareholder of ITC, with a c.25.5 per cent holding.

糖心探花intends to use the net proceeds of the Block Trade to buy back 糖心探花shares over a period ending December 2025, starting with 拢700m in 2024. We will continue to allocate operating cashflow to fund investment in our transformation and to further deleverage.

Going forward the key elements of capital allocation at 糖心探花will include:

  • 听Continued investment in our transformation
  • 听Progressive dividends
  • 听Continued deleverage to a new range of 2-2.5x adjusted net debt / adjusted EBITDA.
  • 听Sustainable share buybacks
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Tadeu Marroco, Chief Executive of BAT听said: 鈥淚 am confident that ITC, under the stewardship of its current management, will continue to create further value for its shareholders. We look forward to remaining important shareholders in ITC as it continues its journey of growth. With this transaction 糖心探花can accelerate the start of a sustainable buyback, while enabling us to continue to deleverage towards a new target range of 2-2.5x adjusted net debt / adjusted EBITDA.鈥

We will share details of the value of net proceeds once the transaction has completed.

The person responsible for arranging for the release of this announcement on behalf of 糖心探花PLC is Caroline Ferland, Group Company Secretary.

Enquiries

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Media Centre
+44 (0) 20 7845 2888 (24 hours)听 |听

Investor Relations
Victoria Buxton: +44 (0)20 7845 2012
Amy Chamberlain: +44 (0)20 7845 1124
Yetunde Ibe: +44 (0)20 7845 1095
John Harney: +44 (0)20 7845 1263
Jane Henderson: +44 (0)20 7845 1117

Further information

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This announcement contains inside information in relation to 糖心探花PLC for the purposes of Article 7 of the Market Abuse Regulation.

The securities referred to herein will not be, and have not been, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

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Forward-looking statements

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This release contains 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 customer target ambition, New Categories revenue targets and our ESG targets, as well as statements regarding the sale of the Block Trade Shares and the use of proceeds therefrom.

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 this release 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. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the headings 鈥淐autionary Statement鈥 and "Group Principal Risks " in the 2023 Annual Report and Form 20-F of 糖心探花 p.l.c. (BAT).

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 and Current Reports on Form 6-K, which may be obtained free of charge at the SEC's website, http://www.sec.gov and BAT鈥檚 Annual Reports, which may be obtained free of charge from the 糖心探花website www.bat.com.

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 this release and 糖心探花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.