- -- ENTREE. This document relates to the following request: November 11th References: VCO/ A YHA/ AUBY /Bl M-AEDT CLASSJFICA TION SHEET

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1 CLASSJFICA TION SHEET This document relates to the following request: BUREAU D'IMPOSITION SOC. 6 ENTREE November 11th References: VCO/ A YHA/ AUBY /Bl M-AEDT 1. Key topics: Factorin~ activities, excess profit 2. Name of the advisor: PwC 3. Corporate group' s name, or fund sponsor: British Ame1ican Tobacco 4. Name of the project: 5. Amount intended to be invested: 6. Date of receipt: 1 1 NOV f I

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3 For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'imposition Societes VI 18, Rue du Fort Wedell L-2982 Luxembourg PriccwatcrbouscCoopcrs Societe a rcspoosabilitc limitec Rcviscur d'entrcpriscs 400, route d'esch B.P L-1014 Luxembourg Telephone Facsimile info@lu.pwc.com BUREAU D'IMPOSITION SOC. 6 ENTREE November 11, 2009 References: VCO/AYHA/AUBY/B M-AEDT British American Tobacco Co-ordination Centre V.O.F., Luxembourg braacb.<) Dear Mr Kohl, In our capacity of tax consultant of the above-mentioned client, we discussed in our meetings dated June 10, 2009 and September 2, 2009 the tax treatment applicable to the financial activities of our client. This letter aims at confirming the conclusions reached during these meetings and wrn serve as a basis for the preparation of the tax returns of the Luxembourg companies involved. A. Background A.l Activities of BATCC 1. British American Tobacco ("BAT") is a United Kingdom based company founded in 1902 and is the world's second largest quoted tobacco group by global market share. British American Tobacco produces over 715 billion cigarettes through 49 cigarette factories in 41 countries, and employs over 50,000 people worldwide. 2. On October 16, 1985 British American Tobacco established a co-ordination center in Belgium, British American Tobacco Co-ordination Centre V.0.F ("BA TCC") which benefittcd from the status of Co-ordination Centre up to December 31, BATCC carries out financing and non-recourse factoring activities for twelve entities located in Europe (such as Belgium, France, Netherlands, Switzerland, Spain, etc.). (1)

4 3. BATCC started these factoring activities in the course of 1995 and gained over the years a valuable knowledge and expertise of the specificities of this business and has developed well-established and tailored factoring and credit control procedures. Currently, the amount of trade receivables factored per year exceeds EUR 5 billion in value. 4. A factoring fee determined further to an independent benchmark of approximately 30bps is generally applied on the gross amount of the factored receivables and represents remuneration for the handling services and the credit risk attached to the factoring of these receivables. Accordingly, the BATCC factoring fee amounts to approximately EUR 13 million per year. 5. As BATCC bears the risk attached to this factoring activity, it has therefore put in place a strict credit management policy which in practice has reduced the exposure of BA TCC to credit risks to a very low level. That is, out of EUR 5-6 billion of factored trade receivables in 2008, only about EUR 78,000 of bad debts was subject to write off at the level of BA TCC The credit risk committee of BATCC composed of trade and financial representatives meet regularly to assess credit risks associated with the trade receivables factored (e.g. client credit ratings, bad payers identification, customer risk categories) and to control that the credit limit above which BATCC will not factor the trade receivables are respected. 7. BA TCC is generally not exposed to foreign exchange exposure considering that the main part of the factored trade receivables is denominated in EUR. In the case of non-eur factored assets, BATCC generally pays the group companies with the currency received from the debtors. 8. BATCC's taxable basis for Belgium tax purposes is reduced by a certain percentage of additional profit (or excess profit) attributable to group synergies. This percentage has been determined further to a Belgian benchmark study undertaken in 2005 on European companies performing factoring activities similar to the ones performed by BA TCC. This percentage corresponds to 92% of the factoring fees less costs of factoring On May 17, 2004, BATCC opened a Luxembourg branch ("Lux branch") with the view to develop further its financing and factoring activities via Luxembourg. An advance tax agreement was obtained by BATCC (Letter prepared by KPMG, dated May 26, 2004, "the Letter", Appendix I) to confirm the Luxembourg direct tax treatment of the financing and future factoring activities of the Lux branch. 1 Jn 2006, the amount of bad debts subject to write-off was EUR In 2007, due to a specific issue in Switzerland, it amounted to EUR l This Benchmark study shows that external factoring companies realize in general a margin corresponding to a 41.7% cost-plus. When applying this cost-plus to the BATCC business plan and projected figures for its factoring business, it results in a margin corresponding to 7.6% of the net profit projected by BATCC (hence an excess profit of approximately 92%). 2

5 A.2 Allocation of new factoring functions to Lux branch 10. Currently, the branch perfonns only financing activities, the factoring activities still being exclusively pcrfonned by BATCC in Belgium. 11. Considering the anticipated growth of its factoring activities, BATCC now contemplates allocating the factoring of the trade receivables related to new markets (e.g. Japan, Turkey Russia, Brazil, Canada, Australia and Eastern Europe) to Lux branch. It is anticipated that the amount of the new trade receivables to be factored by Lux branch, on an annual basis, could reach up to EUR 12 billion in value per year. 12. The BAT Group, via a board resolution of BATCC, will on a yearly basis decide to continue allocating the factoring activities to Lux branch. In essence, this means that the factoring activities can be withdrawn from Luxembourg at any time. 13. The factoring contracts that will be signed by Lux branch will have the same tenns and conditions than the ones signed by BATCC with the other group companies using BATCC's factoring services. Those contracts will be concluded for an unlimited period of time but may be terminated at any time in case of mutual agreement by the parties (after a 6-months notice period or a shorter period mutually agreed). 14. From an accounting perspective, the addition of this new activity at the level of Lux branch, will mean that the Lux branch will recognize in its accounts an amount of liabilities (owed to the factored group companies) corresponding to the trade receivables acquired, reduced by the factoring fee. B. Applicable tax regime B.1 Qualification of Lux branch as a permanent establishment 15. Based on the activities (to be) perfonned by Lux branch, the facilities available and the fact that it envisages to hire up to four full time employees (that wi ll be registered on its payroll in addition to the staff currently employed), Lux branch has to be considered as a pennanent establishment in accordance with Article 156( I) of the Luxembourg Income Tax Law ("LITL"), Article 16 of the Tax Adaptation Law (Steueranpassungs-Gesetz or "StAnpG") and Articles 5 and 7 of the Tax Treaty concluded between Luxembourg and Belgium). For a more detailed analysis, please refer to Appendix For the avoidance of doubt, all of the Lux branch functions will be exclusively perfonncd in Luxembourg and all the BATCC functions will be exclusively performed in Belgium. Back-office activities will be carried out by BATCC. 17. Accordingly, the profits of BATCC attributable to Lux branch will be taxable in Luxembourg. The profits of BATCC, which are not attributable to Lux branch, will not be taxable in Luxembourg. 3

6 B.2 Determination of the taxable basis of Lux branch B. 2. I At arm 's length character of the factoring f ee 18. The factoring fee applied by BA TCC is based on a market study conducted on external factoring companies and therefore is in line with the at arm's length principle and, more precisely, with the "comparable uncontrolled price method". This means that the factoring fee corresponds to a remuneration that would be payable between independent entities, that is, not BAT-related entities. 19. It should also be mentioned that the factoring fee will be determined on the specificities of the new factoring markets that Lux branch will manage. At this stage, it may be anticipated that the factoring fee to be paid to Lux branch, by the other group companies, should be within the same range as the one earned by BATCC, its head office, i.e. approximately 30bps. As for BATCC, it would be applied on the gross amount of the factored receivables and would represent the remuneration for the handling services and the credit risk attached to the factoring of these trade receivables. B.2.2 Determination of the taxable basis of Lux branch Group synergies 20. In case where Lux branch would be an independent stand-alone entity, its cost structure would have been different (namely due to less economies of scale and higher transaction costs). Indeed, the fact that Lux branch is part of an international group automatically implies that it, directly and indirectly, benefits from the BAT group synergies (or going concern attributes), in the same way BATCC benefits from the BAT group synergies. 21. From a practical perspective, Lux branch will therefore rely on a competitive edge predominantly stemming from the BAT group. Lux branch will benefit from the groups' brand name, network, access to factoring market, know-how, internal procedures and planning, infrastructure designed to support synergies, efficient and experienced personnel, supply control, etc. Lux branch will especially have access to and benefit from the internal credit exposure management procedure 3 of the group initially developed for the factoring activities of BATCC. The inherent efficiency in the factoring activities to be carried on by Lux branch would imply that the actual combined result would exceed what could be realized by independent firms performing the same activity In light of the international arm's length principle, the additional profit that is not directly derived from Lux branch's own functions and own risks taken should not be attributed exclusively to Lux branch. Indeed, the additional profit is not so much attributable to the Lux branch than to the entirety of the entities that together form the BAT group. 3 In practice, Lux branch will be able to limit its exposure to credit risk because it will be able to benefit from the rigorous credit risk management policy and procedures at the level of the BAT group developed over the past 15 years. Robinson, P.H., «The globally integrated multinational, the arm's length standard and the continuum price problem", TM Transfer Pricing Report, Volume 9, Number 13, November 1, 2000, Report Supplement. 4

7 Hidden contribution 23. It follows from the above that a part of the profit that will be earned by Lux branch will not be justified by its own activities and risks. The BAT group will give Lux branch the right to carry on the factoring activities for the new markets, a right which the group would not have granted to an unrelated party (or at least not without asking for an appropriate remuneration). 24. The factoring activities can be withdrawn from Luxembourg at any time as the decision to continue the factoring activities in Luxembourg will be taken each year. Considering the precarious and unstable character of its right to perform factoring activities, Lux branch should not be able to develop its own know-how and expertise in terms of factoring management. Accordingly, Lux branch will have to be seen as continuously receiving from the group a contribution of know-how, experience and expertise in order to enable it to manage its factoring functions. 25. Taking into consideration the temporary and precarious character of the factoring activities of the branch as well as the continuous contribution of know-how, experience and expertise received from the BAT group, a hidden contribution corresponding to 92% 5 of the net profit attributable to the group (including the related foreign exchange gains realized on the factoring fee) will be recognized in the tax balance sheet of Lux branch each year. 26. Accordingly, Lux branch will have to be considered as receiving as an informal contribution, each year and as long as the factoring activities can be undertaken by it, a valuable right from the group. 27. Such right will however have to be fully written off immediately after its recognition due to the fact that the factoring activities performed by the branch may be terminated each year by decision of the BAT group. 28. The remaining 8%, which correspond to the net profits truly attributable and derived by Lux branch, including the related potential foreign exchange gains, will be fully subject to corporate income tax and municipal business tax at the level of Lux Branch. 29. Where losses are suffered on Lux branch's factoring activities, (e.g. due to the insolvency of a debtor), these losses will not be deductible for Luxembourg corporate income tax and municipal business tax purposes. 5 Please see footnote n 2 explaining the results deriving from the Belgian benchmark study conducted in 2005 on European companies performing similar factoring activities.

8 Net wealth tax 30. Lux branch will be subject to net wealth tax in Luxembourg on January 1 51 of each year, computed on the basis of its unitary value on the preceding December Lux branch will recognize in its balance sheet an amount of liabilities (owed to the factored group companies) corresponding to the trade receivables acquired from the group companies, reduced by the factoring fee % of the net profits truly attributable and derived by Lux branch will be the basis for net wealth tax. /!!:t~i~ # f1 Partner Alice Dessart Senior Manager Appendices: Appendix 1: Letter prepared by KPMG, dated May 26, Appendix 2: Analysis of the qualification of Lux branch as a pennanent establishment. This tax agreement is based on the ft1cts as presented to PricewaterhouseCoopers Sari as at the date the advice was given. The agreement is dependent on specific ftzcts and circumstances and may not be appropriate to another party than the one for which it was prepared. This tax agreement was prepared with only the interests of British Amercian Tobacco Co-ordination Centre V O.F. in mind, and was not planned or carried out in contemplation of any use by any other party. PricewaterhouseCoopers Sari, its partners, employees and or agents, neither owe nor accept any duty of care or any re:>ponsibility to any other party, whether in contract or in tort (including without limitation, negligence or breach of statutory duty) however arising, and shall not be liable in respect of any loss, damage or expense of whatever nature which is caused to any other party. 6

9 Appendix 1 Letter prepared by KPMG, dated May 26,

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11 -.. Tax Advisers Adresse postale: B. r L 1018 Luxembourg 1014phone T61afax lnternot E mail tax@kpmg.lu Mr Marius Kohl Administration des Contributions Dircctes Bureau Societes VI 18 rue du Fort Wedell L-2982 Luxembourg Our ref BHO/DCA/cma Contact / May2004, -' Dear Mr Kohl, Re. British American Tobacco - Tax tr eatment of the Luxembourg Branch We thank you for the meeting held in your office on April 28, We hereby summarise the content of our meeting, and we would like to obtain your written agreement of the Luxembourg tax treatment presented in this letter. 1 Understanding of the facts 1.1 Fllct pattem British American Tobacco is the world's second largest tobacco group with a market share of 14.6% and shipments of777 billion cigarettes in British American Tobacco is present in 66 countries and employs 85,000 people worldwide. British American Tobacco has established a coordination center in Belgium, BAT Co-ordination Center SNC (BA TCC). BJ\ TCC is fully owned by two Belgian resident companies (enclosure 1: simplified group snucture). BA TCC carries out administrative and support activities for a number of European group entities. In addition BATCC manages the cash position of the Belgian group companies and is involved in non-recourse factoring activities for Belgium, the Netherlands, France and Spain. The coordination center carries out a key role, since it operates as a "Shared Services Center and as a Finance Centre". BATCC currently employs 65 employees. BATCC envisages to open a Luxembourg branch (Lux branch) to carry out financing activities. Factoring activities may also be transferred to the branch in a later stage. The Lux branch will be registered with the Luxembourg commercial register. IC~T1-.Ao\tSM Sooi... 16~-Mili l fnlt~ "'C~!il cjit I 1? h"' Ailt01ne Jlru. L. ttuo l 1.111tti'!b>\lg RCS 1..V'tml>Ourjl 8~0868 TVA LU l(jll4104

12 A1/111illistrntion des Co11tribllfio11s Directes Re. British American Tobacco - Tax trcatme111 of t!ie L1i.xembo11rg Bra11clt 26May Activities trausferred to tlze Luxembourg bra11clt BATCC envisages allocating 25,000,000 EUR to the Lux Branch through a current account, which is non-interest bearing. In the frame of its activities, the Lux branch will grant at least 4 loans, amounting globally to EUR 25 million, to European operational companies of the British American Tobacco group (enclosure 2). The Lux branch will open a bank account in Luxembourg, rent a fully equipped office in Luxembourg and employ a part-time employee in charge of the day-to-day management of the branch activities. At a later stage, a full-time employee may be hired for the day-to-day management. The Lux branch will be registered as an employer for Luxembourg social security purposes. BATCC will provide for a job description for the employee of the Lux branch. Such job description will clcary allocate the right to manage the business, i.e. mainly the funds of the Lux branch, within the frame of the job description to the employee of the Lux branch. In this function such employee will have the authority to conclude contracts on behalf of the Lux branch and have signing power on the Lux branch's bank accounts in the frame provided by the job description. The employee will report to BATCC (the head office) on a regular basis. For specific decisions exceeding the powers given to such employee in the job description, he may be instructed by BATCC. In a further step, BATCC may also allocate its factoring activity to the Lux Branch. In that respect, factored assets (receivables) for an amount of EUR 2 billion per annum could be transferred to the branch as detailed in enclosure 3. Finally, depending on the evolution of the legal and tax environment as well as on strategic decisions of the group, BATCC could eventtially increase the current account of the Lux branch - namely transfer funds of up to EUR I billion to the Lux branch (enclosure 4 details the computations for this scenario). 2 Tax treatment of the branch 2.1 Ta.."(able presence It results from the envisaged fact pattern described in section 1.1. that based on articles 5 and 7 of the Luxembourg - Belgium double tax treaty, the Lux branch carries out a "business" in Luxembourg i.e. is constitutive of a "fixed place of business" in Luxembourg. Accordingly, the Lux branch's income shall be subject to tax in Luxembourg based on Article 156 of the Luxembourg Income tax law and 16 of the StAnpG. 2

13 Atlmiuistratio11 des Co11trib11tlo11.1 Directes Re. British American Tobacco - Tax treat111e11t of the Luxembourg Bra11cli 26May Detenni11atio11 of I lie taxable basis of tlie bra11cli Financing activity The treasury activity carried out by the Lux branch will generate in Luxembourg a commercial gross margin based on market conditions. However, basically only the net margin, after deduction ofrelated financing and other costs, constitute the taxable basis. As the originating funds are provided through a non-interest bearing head office current account, a tax adjustment is required so as to re-state normal market conditions. For the determination of the appropriate level of financing, reference shall be made to the capital ratios imposed on credit institutions or other financial sector professionals carrying out similar activities. As in the financial sector a debt/ equity ratio of92/8 (8% equity) is generally imposed, this ratio should also be applied at the level of the Lux branch for the determination of an arm's length interest deduction. On this basis, you agree that.the net margin to be recognized for tax purposes, had a non related party financed the activity, is made up as follows: 1. Ann's length net margin on the funds loaned (92%); 2. Gross interest income computed on the portion of funds loaned representing the investment of actual or deemed equity considering a debt equity ratio of 9218 should be met. Enclosure 1 details these computations. At the end of each financial year-end a tax balance sheet will be established for tax purposes reflecting fiscal equity and Joan payables determined by application of the rules stated in this section. Factoring activity The factoring activity eventually transferred in the future would also generate commercial gross income based on market conditions. Only the net margin, after deduction of related financing and other costs, constitute the taxable basis. Administrative support provided by the head office would be invoiced to the branch based on a cost plus 8% method imposed by the current transfer pricing group policy. Similarly to the financing activity, a tax adjustment of the net factoring income is required so as to re-state normal market conditions. An arm's length factoring commission of92% of the net factoring income would accordingly be deemed rctroceeded by the Lux branch to the head office (please refer to enclosure 4 for detailed computations).

14 A1f111i11istratio11 des Co11tribltfions Directes Re. British American Tobacco - Tax treatment of the l11xembo11rg Branch 26May Net wealth tax For net worth tax purposes, the actual or deemed equity as resulting from the tax balance sheet as at financial year-end will effectively be subject to Luxembourg net wealth tax. Such tax can be credited on corporate income tax under the standard rules. 2.4 Withlioldi11g taxes Interest or deemed interest paid on the current account from the BATCC will not be subject to any withholding tax based on the current Luxembourg income tax law. Similarly, there is no branch remittance tax on the repatriation of profit from the Lux Branch to its Belgian head office. Withholding tax on interest received is either creditable or deductible under Luxembourg tax law. Unless the funding is c]early retraceable, the loan receivable(s) generating interest subject to withholding tax is <leemed to be funded by the ratio of deemed or real equity as determined above over payables according to the fiscal balance sheet. We would be obliged if you could return the present letter to us with the stamped approval of your tax office for confirmation. Best regards ck:.- Birgit Hofe1\ Partner \ \ oavidzo~ci / Mife;;r J ' Enclosures: 1. Simplified group structure 2. Determination of the taxable basis - Financing activity of EUR 25 million 3. Determination of the taxable basis - Financing activity of EUR 25 million and factoring activity 4. Determination of the taxable basis - Financing activity of EUR 1 billion and factoring activity for appro[al please take note that this decisi is not of general nature and is only applicable to the pr ent case. le pj"eposef tu buretm d'impositio Socielis VI Mari 1 Ko/ii Luxemhour May 26,

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16 BAT Enclosure 2 Financing activity Average loans granted annually financed by equity financed by debt Interest income (4%) Deemed Interest charge on loans granted by 1/3 parties Interest income on loans granted by 1/3 parties = EUR % = J. Margin on loans granted by 1/3 parties = EUR , 125% ltl = Deemed Interest charge , , , , , , ,00 (1) We expect to be able to obtain a 0, 125% margin based on the average Joans granted of EUR 25 million

17 BAT Enclosure3 F-inanclng activity (scenario 1) Factoring activity Factored assets Factoring income Administration costs Net factoring fees , , , ,00 Commission to be paid to the head office = EUR % = ,00 = Taxable factoring fees. ~...:TM cha~9~ OJl f.!'c:tctrlng fees.",

18 BAT Enclosure 4 Financing activity Average loans granted annually financed by equity financed by debt Interest income (4%) Deemed interest charge on loans granted by 1/3 parties Interest income on loans granted by 1/3 parties = EUR % =.I. Margin on loans granted by 1/3 parties = EUR * 0,0625% = Deemed interest charge , , , , , , ,00 -;;Taxable income. =""'TaK cha me O'n 'flri-~nclrig~ _.h......,: ~"",...""""""""""'"".....,...,.,~"""~-'" --"~ -"~''"""""'-'~~...:.;..' Factoring activity :::>Taxable.factoring fees :::;, Tax charge on facto,lug fee~

19 Appendix 2 Qualification of Lux branch as a permanent establishment A. Substance of Lux branch Since its registration, Lux branch has had and will continue to have: an office space and its own Luxembourg address; all necessary equipment to carry out its activities, e.g., desk, telephone/fax; branch name displayed at the branch premises; own accounts held at the branch premises; own bank account; registration of the branch to the social security; one manager being also employee of Lux branch in charge of the daily management of the branch's assets and who makes the related decisions regarding the branch's activity and assets in Luxembourg; one employee on its payroll. Furthermore, the following documents are being kept in Luxembourg and are available upon request: a copy of the board of director's decision of BA TCC for the creation of Lux branch; a copy of the branch management agreement; a copy of the lease agreement for the office space; a copy of the payroll; a copy of the contract for a local bank account; a copy of the registration documents with the Luxembourg Trade Register; and a copy of the minutes of each board meeting deciding to allocate fw1ds (or other assets) to the branch or to repatriate them to the head office. In addition to the above, to ensure that Lux branch has the necessary human resources to perform the factoring activities, it is foreseen that up to four full time employees will be registered on the payroll in addition to the current staff. In any case, all of the Lux branch functions will be exclusively performed in Luxembourg and all the BATCC functions will be exclusively performed in Belgium. B. Luxembourg internal tax law According to Article 156(1) of the Luxembourg Income Tax Law ("LITL"), commercial profits derived in Luxembourg by non-residents are taxable when they arc directly or indirectly derived by a permanent establishment in Luxembourg. Permanent establishment is defined in Article 16 of the Tax Adaptation Law (Steueranpassungs-Gesetz or "StAnpG") as follows: A permanent establishment in the sense of the tax law is every fixed piece of equipment or place that serves for the operation of an established business(... ) and includes branches. 8

20 Based on the facts stated above, the branch that BA TCC formed meets the permanent establishment qualification as defined by Luxembourg tax law. As a result, BA TCC is subject to Luxembourg tax on any commercial profits attributable to Lux branch pursuant to Article 156 of the LITL. C. Tax treaty concluded between Luxembourg and Belgium 1) Principle Article 5 of the tax treaty concluded between Luxembourg and Belgium states that for the purposes of the treaty, the term permanent establishment means a fixed place of business through which the business of an enterprise is wholly or partly carried on and includes specifically a branch. Both the domestic legislation and the treaty concluded between Luxembourg and Belgium require the carrying on of a business. While there is no definition of business in the domestic law, factoring trade receivables can be regarded as representing a business within the meaning of Article 5. Article 14 of the UTL defines a commercial business as any independent activity carried out for lucrative purposes and on a permanent basis and which contributes to the economical environment in general. The business of factoring trade receivables from group companies should satisfy these criteria. Hence, Lux branch can be regarded as carrying on a business for the purposes of Article 5 of the treaty concluded between Luxembourg and Belgium and Article 16 of the StAnpG and should also be seen as a permanent establishment. 2) Taxation of branch profits According to Article 7(1) of the tax treaty concluded between Luxembourg and Belgium: "Profits of an enterprise of a Contracting State shall be taxable only in that State unless the enterprise carries on business in the other Contracting State through a p ermanent establishment situated therein. If the enterprise carries on business as aforesaid, the profits of the enterprise may be taxed in the other State but only so much of them as is attributable to that permanent establishment. " Accordingly, the profits of BATCC attributable to Lux branch will be taxed in Luxembourg. The profits of BATCC, which are not attributable to the Lux branch, will not be taxable in Luxembourg. 9

21 LE GOUVER N EM ENT DU GRAND DUCHE DE LUXEMBOURG Administration de ~ contributions d11cctcs Bureau d'imposition Societes 6 For the attention of Valery Civilio PricewaterhouseCoopers 400, route d'esch B.P L Luxembourg Companies involved : British American Tobacco Co-ordination Centre VOF Lux Branch Fiscal number: November 2009 Dear Sir, Further to your letter dated 11 November 2009 and reference VCO/AYHA/AUBY/B M AEDT relating to the transactions that the group British American Tobacco would like to conduct, I find the contents of said letter to be in compliance with current tax legislation and administrative practice. It is understood that my above confirmation may only be used within the framework of the transactions contemplated by the abovementioned letter and that the principles described in your letter shall not apply ipso facto to other situations. 18, rue du Fort Wedell Luxembourg Tel.: (352) Fax: (352) Adresse postale L-2982 Luxembourg

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