Guidelines for Souil Cruz :-TuIv IM General 1. The prime objective for Souza Cruz should be to develop and improve the profitability of its Tobacco activities in a way which will permit the payment of dividends at the maximum level allowed. 2. Subject to this over-riding requirement to achieve regular and increasing dividend payments, Souza Cruz should also consider how beg to invest any surplus funds, selecting strategies which will protect the value of the Company's assets and which will enable it to achieve self-funded growth and increases in profits in a form which qualifies for funher increases in dividend payments. 3. The strategies for developing the Company should also be consistent with the B.A.T Industries' aim to seek to concentrate the Group's resources in Tobacco and Financial Services. 4. Souza Cruz 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 and disposals. S. Souza Cruz 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 for all Souza Cruz companies. Financial Guidelines 6. Souza Cruz should aim at 20% per annurn growth in trading profit on the 1992 forecast of at least USS193 million on an inflation adjusted basis, excluding the negative impact of the loss from the sale of Maguary. Profit before tax. should also grow from the 1992 inflation adjusted basis of USS231 million by 20% per annum. 7. There should be a continuing aim for the level of remittances to the UK to be increased as rapidly as possible to the maximum allowed. 8. Souza Cruz should also aim to be a leader when judged against other major Brazilian companies, both in terms of return on equity and the rate of growth in earnings per sham 9. Souza Cruz should aim to achieve in overall return on equity of 16%. 77iis measure is to be based on local published results, with the neces;sary adjustments to avoid inflationary distortions. 10. Souza Cruz should aim to have no borrowings at the year end apart from, those resulting from the beneficial use of subsidind minor borrowings. CD 11. Mm inflation accounting system should be used as the basis for the 1993- :Z 1997 company plan. A final decision on the adoption of the new system for %O published UK reporting will be W= in the third quarter 1992. BAT INDUSTRIES CONFIDENTIAL- CATEGORY 1: MINNESOTA ToSACCO LITIGATION BAT Industries document for Province of British Columbia 23 April 1999 2 - 12. Cigarette Export Margins : (defined as contribution as a percentage of net turnover on a management replacement cost accounting basis) should be increased to 50% by 1995 and d= maintained at or above this level. 13. In view of the: increased emphasis on Leaf exports and the Group project referred to in paragraph 25, the growth in the management trading profit for Leaf should be accelerated to 20% p.a. 14. The trading profit on an inflation accounting basis for Piraby should recover to Plan levels by 1993 and should then grow at 20% p.a. in order not to dilute the total profit growth for Souza Cruz. 15. Souza Cruz should use its management influence to ensure that the recovery potential for Aracruz consequent upon refinancing and improving pulp prices is fully exploited. Aracruz should return to profitability in 1993 and profits should then grow sufficiently to achieve the Souza Cruz target relturn on equity ona locally published basis of 16% by 1995. Soda Priorities 16. CigarettestDomestic Market : The key priority is to progress cigarette price increases without weakening the strength of the market sham. A provisional target price of SO.80/pack should be reviewed as to whether it is the appropriate level, and the competitive effects of this objective should be estimated. 17. P@ticing and Costing Model : A model should be constructed replicating insofar as is possible the cost structures of competitors, which will be used to better estimate the most Ukely strategies of the competition. I 8 Market Share : There should be a continuing aim to maintain the current dominant position in Brazil, based on a market sham of 80% backed by associated strength in distribution. 19. However, options for increasing profitability by withdrawing from selected segments of the market should also be kept under active consideration. 20. International Brands : Them should also be a continuing aim to increase share in the International Brands segment of the market, aiming, to compete mom strongly with Marlboro through Lucky Strike and other Group brands. 21. Exports : Opportunities for increasing cigarette exports should continue to be pmued in line with the &dclim agreed through the Tobacco Strategy Group. The long term objective is for growth of 17.5% per annum. However, in the early stages, growth should far exceed this. 1 %O Jhb J::b BAT INDUSTRIES CONFIDENTIAL- CATEGORY 1: MINNESOTA TOBACCO LITIGATION BAT Industries document for Province of British Columbia 23 April 1999 3 - 22. QwWty : There 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 mom measurable indicator of progress in smoking quality must be developed and progress measured against it. 23. Brand Valuation : 'Tbe recently developed brand valuation tool, which monitors the effectiveness of the enhancement of brand value, should be instituted for 1993. 24. Production Facilities : Increased emphasis should be given to upgrading the production facilities in Brazil in order to be able to produce cigarettes of high quality at good levels of productivity and low COSL There should also be a plan to ensure that them is sufficient capacity available to satisfy the existing sales forecasts and contingency plans should be in place to meet demand 15 % above those which have been forecast. An accelerated programme for updating Uberlandia should be included in the Plan. 25. IA&f : Souza Cruz will participate in the team formed to plan and implement the establishment of the Group as & leading supplier of Leaf to the world market by the year 2000. Within Souza Cruz itself, there should be a plan to consolidate the management of the Leaf operations, to improve productivity in processing, and to expand exports, especially of Burley. 26. Support Activities : Tbere should be separate plans for the activities covered by SC Pluximarca, SC Florestal and SC Trading. Plans submitted to B.A.T Industries should be summary plans, showing the justification, objectives and planned results from these operations. 27. Pirahy : The aim for Pirahy should be to concentrate on the production and sale of cigarette piper, aiming to maintain dominance of the Brazilian market and also to upgrade quality so that Pirahy can increase exports to overseas markets open to international competition. There should also be a continuing aim to introduce Tobacco-related activities to Pirahy and to reduce the range of non-Tobacco activities where this can be achieved without damaging overall profitability. 28. Pulp : Souza Cruz should continue to seek to influence the strategy for Am= in a way that maximises the income to Som Cruz from the investment in the Company, whilst continuing to seek a satisfactory disposal of the invemnenL 29. Polo : A strategy for divesting Polo should be agreed and implemented. CD HCE/djs 23rd July 1992 Jb- J:b BAT INDUSTRIES CONFIDENTIAL. CATEGORY 1: MINNESOTA TOM= LITIGATION BAT Industries document for Province of British Columbia 23 April 1999