Guidelines for BATCF: July IM Gener2l 1. BATCF is responsible for the management and development of the Group's Tobacco interests in Germany and Italy; for exports from Gernuny; and for licensing German brands to companies in other markets. 2. BATCF also has the overall responsibility for coordinating sales to former Eastern-bloc countries, including the CIS, and for negotiating a potential investment in Poland. 3. BATCF will work on projects as required by the Tobacco Strategy Group and it will also assist the New Business Development Team of B.A.T Industries in that body's evaluation of proposals to invest in new markets and to make acquisitions or disposals. 4. BATCF is expected to participate in the process of developing best international practice in respect of its environmental policies. There should be specific plans to ensure compliance with these policies. Financial Guidelines 5. BATCF should aim at 12.5% growth in tobatto tmdlng profit on the 1992 budget base of DM245 million over the period 1993-1997. 6. Operational Cash Flow should grow from the Plan 1993 base of DM299 million at 12.5 % per annum in line with the increase in trading profits. 7. The minimum dividends expected from BATCF (gross of 5% withholding tax) are:- Dam M M 0.9 IM am IM Dividends 204 230 258 290 327 368 The 1992 guideline approximates to a distribution of approximately 95% of BA77G's budgeted profit after tax on a German accounting basis. Subsequent years' dividends should also be at the level of 95 % of distributable earnings. S. RONA is currently forecast to exceed 40% throughout the plan and shows an increasing trend. This should remain the minimum return. S22CMc Priorities 9. Market Share : Thm &could be a continuinS obj=dve to incrax muket Am in Gemmy by 0.5 percentage points per annum by achieving increased penetration in the New Lands, by slowing the decline of HB, expanding sales of Pall Mall, Lucky Strike and other International Brands, and extending the C=@ position in the mild and ultra-mild segments. L.. co BAT INDUSTRIES CONFIDENTIAL- CATEGORY 1: MINNESOTA ToBACCO LITIGATION BAT Industries document for Province of British Columbia 23 April 1999 .2 10. Prices : Selling prices should be accelerated to be faster than inflation, and close contract should be maintained with Government in order to influence tax policies relating to cigarettes. II. Cost Structure : The cost structure should be reviewed and plans agreed for cost reduction so that the cost of goods sold increases no faster than inflation. 12. Overheads should be tightly controlled and there should be specific plans for a progressive reduction of the ratio of fixed costs to sales. 13. Lower Consumer Price Zone : There should be a specific plan to establish a stronger position in the lower consumer price zone of the German market BATCF should also have contingency plans for appropriate counter-strategies for rapid implementation in the event that a price war develops. 14. ExportstProfitability : BATCF should seek to increase the volume of exports by 17.5% per annum but should also give particular emphasis to increasing profitability through higher prices and through sourcing exports in the most cost-effective way using sources outside Germany (e.g. Brazil) where it is ,appropriate to do so. 15. Export Markets : Priority should be given to increasing market share in Italy, Greece and the former Eastern-bloc countries, concentrating on International Brands and on the higher-priced segments of the market. 16. Production : There should be a continuing aim for BATCF to be a fully competitive, low-cost producer of quality cigarettes, establishing cost comparisons with other companies and developing specific plans for cost reduction and for improving the position relative to identified competitors. 17. There should also be specific plans to ensure that the production facilities are kept up-to-date, that there is a capability to produce brands for BATUKE and that there are contingency plans to meet levels of demand exceeding the forecasts by 15%, accepting that there will need to be a further review if this involves expanding the capacity beyond 50 billion cigarettes per annum. 18. Management : There should be specific plans to upgrade management effectiveness and capability. Benchmarking should be adopted to raise standards of recruitment and promotion. 19. Quality : Them should be continuing emphasis on the need to achieve and maintain smoking quality superior to competitors and to maintain overall quality at a level such that it constitutes a competitive advantage. A mote measurable indicator of progress in smearing quality must be developed VA progress measured against it. BAT INDUSTRIES CONFIDENTIAL. CATEGORY 1: MINNESOTA TOBACCO LmGA'nON BAT Industries document for Province of British Columbia 23 April 1999 .3 20. Brand Valuation : The P 1 dy developed brand valution tool, which monitors die effecdveness of the enhancement of brand value, should be instituted for 1993. 21. Divers& : 'ne options for Divem should be reviewed and a plan prepared for rcaUsing the benefits to the Group fi-om this development by end- 1992. 22. ECE Shopping Centre : 'ne options for the ECE Shopping Centre investment should be reviewed and a plan agreed. HCB/djs 16th luly 1992 CD job BAT INDUSTRIES CONFIDENTIAL- CATEGORY 1: MINNESOTA Tom= LmGATION BAT Industries document for Province of British Columbia 23 April 1999