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Retirement of Ben Stevens: disclosures required by section 430(2B), Companies Act 2006
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
("British American Tobacco p.l.c." or "the Company")
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 July 2019 as a ‘good leaver’ with
Deferred Share Bonus Scheme reference to the rules of the DSBS; he will receive full and immediate vesting of all
(DSBS) – outstanding awards of outstanding DSBS awards as at the Retirement Date, amounting to 61,932 ordinary
shares shares.
Short-term incentives: Annual performance-related bonus (IEIS) for the year ending 31 December 2019 will
International Executive be paid on a ‘wait and see’ basis, being paid pro rata, by reference to full-year results
Incentive Scheme (IEIS) and paid fully in cash at the normal time in March 2020, in accordance with the rules
Year ending 31 December 2019 of the IEIS.
Long-term incentives: Determined as a ‘good leaver’ by the Remuneration Committee on 29 July 2019 with
Long-term incentive plan (LTIP) reference to the rules of the LTIP; Ben Stevens’ outstanding LTIP awards at the
– outstanding awards of shares 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 in receipt of a pension in accordance
British American Tobacco UK with the provisions of the BATUKPF and UK UURBS arrangements. He may take part of
Pension Fund (BATUKPF) his entitlement in the BATUKPF and part or all of his entitlement in the UK UURBS as a
Unfunded unapproved lump sum. The indicative total pension entitlement as at the Retirement Date is
retirement benefit scheme (UK £467,745 per annum.
UURBS)
Other emoluments Ben Stevens is eligible to be reimbursed to an amount not exceeding £30,000 for any
tax advice he may receive.
Dividend equivalent (DSBS): Ben Stevens will be eligible to receive:
• a cash sum of £9,339.52, 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 Plans Share Incentive Plan (Share Reward Scheme and 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
Sponsor: UBS South Africa (Pty) Ltd
Date: 06/08/2019 08:00:00
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