TIDMBATS

RNS Number : 9677H

British American Tobacco PLC

06 August 2019

British American Tobacco p.l.c. (the "Company")

Retirement of Ben Stevens: disclosures required by section 430(2B), Companies Act 2006

Further to the announcement by the Company on 28 February 2019, Ben Stevens has stepped down as Finance Director and from the Board of the Company with effect from 5 August 2019. Ben Stevens will remain an employee of the Company and retire from the Group with effect from 30 September 2019 (the "Retirement Date"). Accordingly, Ben Stevens' entitlement to salary and all other contractual benefits associated with his employment shall continue until the Retirement Date, when they shall cease.

As required by section 430(2B) of the Companies Act 2006, the elements of Ben Stevens' remuneration which are consequent upon his retirement, and which will be paid at or following the Retirement Date, are stated below; he will not receive any payment for loss of office or any other payments in relation to the cessation of his employment. Ben Stevens' remuneration arrangements are in accordance with the Company's current shareholder approved Directors' Remuneration Policy. Further details will be included in the relevant Directors' Remuneration Reports in the Company's Annual Report and Accounts.

 
 Short-term incentives:         Determined by the Remuneration Committee on 29 
  Deferred Share Bonus           July 2019 as a 'good leaver' with reference to 
  Scheme (DSBS) - outstanding    the rules of the DSBS; he will receive full and 
  awards of shares               immediate vesting of all outstanding DSBS awards 
                                 as at the Retirement Date, amounting to 61,932 
                                 ordinary shares. 
                               ------------------------------------------------------------- 
 Short-term incentives:         Annual performance-related bonus (IEIS) for the 
  International Executive        year ending 31 December 2019 will be paid on a 
  Incentive Scheme               'wait and see' basis, being paid pro rata, by 
  (IEIS)                         reference to full-year results and paid fully 
  Year ending 31 December        in cash at the normal time in March 2020, in accordance 
  2019                           with the rules of the IEIS. 
-----------------------------  ------------------------------------------------------------- 
 Long-term incentives:          Determined as a 'good leaver' by the Remuneration 
  Long-term incentive            Committee on 29 July 2019 with reference to the 
  plan (LTIP) - outstanding      rules of the LTIP; Ben Stevens' outstanding LTIP 
  awards of shares               awards at the Retirement Date are affected as 
                                 follows: 
                                  *    LTIP Award: 12 May 2016 (performance period: 1 
                                       January 2016 - 31 December 2018) - vests on 12 May 
                                       2021 at 70.5% amounting to 50,526 ordinary shares. 
 
 
                                  *    LTIP Awards: 27 March 2017 (performance period: 1 
                                       January 2017 - 31 December 2019); 26 March 2018 
                                       (performance period: 1 January 2018 - 31 December 
                                       2020); and 28 March 2019 (performance period: 1 
                                       January 2019 - 31 December 2021) - actual vesting 
                                       percentages will be determined by the Remuneration 
                                       Committee based on the achievement of the performance 
                                       conditions at the end of the relevant three-year 
                                       performance period; time pro rating, based on the 
                                       number of months worked in each performance period 
                                       will apply. Awards granted in 2017, 2018 and 2019 are 
                                       subject to an additional vesting period of two years 
                                       from the date of the third anniversary of the date of 
                                       grant. 
-----------------------------  ------------------------------------------------------------- 
 Pension-related benefits:      Following his retirement, Ben Stevens will be 
  British American               in receipt of a pension in accordance with the 
  Tobacco UK Pension             provisions of the BATUKPF and UK UURBS arrangements. 
  Fund (BATUKPF)                 He may take part of his entitlement in the BATUKPF 
  Unfunded unapproved            and part or all of his entitlement in the UK UURBS 
  retirement benefit             as a lump sum. The indicative total pension entitlement 
  scheme (UK UURBS)              as at the Retirement Date is GBP467,745 per annum. 
-----------------------------  ------------------------------------------------------------- 
 Other emoluments               Ben Stevens is eligible to be reimbursed to an 
                                 amount not exceeding GBP30,000 for any tax advice 
                                 he may receive. 
-----------------------------  ------------------------------------------------------------- 
                                Dividend equivalent (DSBS): Ben Stevens will be 
                                 eligible to receive: 
                                 -- a cash sum of GBP9,339.52, equivalent to the 
                                 dividend on the after-tax position on the unvested 
                                 ordinary shares comprised in the 2017 and 2018 
                                 share awards; and 
                                 -- an amount of shares equivalent to the dividend 
                                 on the after-tax position on 28,472 unvested shares 
                                 comprised in the 2019 share award; 
                                 as held in the DSBS at the August 2019 quarterly 
                                 interim dividend record date (28 June 2019) for 
                                 the year ended 31 December 2018; payable/awarded 
                                 on or after the payment date for the quarterly 
                                 dividend, 8 August 2019. 
-----------------------------  ------------------------------------------------------------- 
                                Dividend equivalent (LTIP): Ben Stevens will be 
                                 eligible to receive cash sums (applicable to his 
                                 2016, 2017 and 2018 outstanding LTIP Awards) and 
                                 a share award (applicable to his 2019 outstanding 
                                 LTIP Award), with equivalent value to the aggregated 
                                 dividends he would have received as a shareholder 
                                 over the vesting periods, which in each case will 
                                 be paid/awarded on or shortly following the vesting 
                                 of the relevant LTIP Award. 
-----------------------------  ------------------------------------------------------------- 
 All Employee Share             Share Incentive Plan (Share Reward Scheme and 
  Plans                          UK Employee Share Ownership Plan): At the Retirement 
                                 Date, Ben Stevens will be eligible to receive 
                                 all shares held in the Share Incentive Plan, currently 
                                 842 shares as at 5 August 2019. 
 
                                 Sharesave: In accordance with the Sharesave Scheme 
                                 rules and applicable HMRC requirements, Ben Stevens 
                                 will be eligible to exercise a maximum of 1,030 
                                 options within six months following the Retirement 
                                 Date. 
-----------------------------  ------------------------------------------------------------- 
 

Name of duly authorised officer of issuer responsible for making notification:

B Creegan

Deputy Secretary

British American Tobacco p.l.c.

6 August 2019

Enquiries:

British American Tobacco Press Office

+44 (0) 20 7845 2888 (24 hours) | @BATPress

Investor Relations

Mike Nightingale / Rachael Brierley / John Harney

+44 (0) 20 7845 1180 / 1519 / 1263

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