GUIDELINES 1981 : nOLICATIONS FOR B.A.T MUSTRIES The purpose of this paper is to summarise the Group Objectives and Investment Strategies agreed by the Board at the meeting on 29th September 1981 and to show the implications for B.A.T Industries of the Operating Groups achieving dividends and debt:equity ratios in accordance with the Guidelines. 1. Growth Objectives: The Group's overall financial objective is to increase attributable profits and dividends by at least 3% p.a. in real terms - In addition, there should be a minimum dividend cover of 1.5 on CCA attributable earnings less 'unavailable retained earnings'. 2. Dividends: The table shows the implications for B.A.T Industries of the Operating Groups declaring dividends in accordance with the Guidelines. Dividend Declarations Em 1982 1983 1984 1985 1986 B.A.T. Co. 75 75 80 90 100 BATUS (at US $1.82 rate) 62 67 80 86 96 Intarversa (at DM4.4Z rate) 13 14 17 17 19 Wiggins Teape 4 10 20 25 30 MPI 7 7 8 9 10 B.A.T Stores 6 8 10 10 10 B.A.C. 4 4 5 6 7 Amatil (at A$2 - 03 rate) 2 3 3 3 4 Imasco (at C$2-86 rate) 5 6 7 8 8 TOTAL 178 194 230 254 284 B.A.T Industries' Requirement 158 180 200 224 250 Surplus 20 14 30 30 34 The dividends shown for 3ATUS, Interversa, Amatil and Imasco are not receipts, after allowing for withholding taxes. It should be understood that all Guidelines agreed for Operating N., Groups should be minimum and, in particular, it is expected that, where earnings growth increases, there should be a comparable increase in dividends to B.A.T Industries. co rQ C) BAT Industries document for Province of British Columbia 23 April 1999 2 3. Risk Prof ile: The Group should achieve and maintain a reasonable 'risk profile', particularly as measured by the industrial and geographical distribution of earnings and assets and by, the debt:equity ratio (where the policy is to limit this to a maximum of 50% overall and 60% in transferrable currency areas). However, no really valuable and justifiable investment opportunity sbould be lost as a result of an inflexible constraint on resources. In exceptional circumstances, the debt:equity ratio could be allowed to rise above the Limit stated provided there is assurance that the proportion of debt to equity will return to a ratio inside the limit within 3 years. 4. Debt:Equity : The year end debt:equity requirements included in the Guidelines to the Operating Groups are su=arised below. Ratio Z 1982 1983 1984 1985 1986 B.A.T. Co. 11 10 8 7 7 BATUS (UK Basis) 60 59 56 56 56 Interversa so 50 50 50 50 Wiggins Teape 90 80 70 65 65 MPI 60 60 60 60 60 B.A.T Stores 25 25 25 25 25 B.A.C. 50 50 50 50 50 If the Operating Groups stay within their Guidelines, the resulting debt:equity ratio for B.A.T Industries will be at or below 4OZ. The sensitivity to variations from these Guideline figures is indicated in the following table, which shows the approximate change in percentage points in each Operating Group ratio which would result in a change of one percentage point in the ratio for the Group as a whole. B.A.T. Co. 3 BATUS (UK Basis) 4 Inter-versa 7 Wiggins Teape 15 NPI 15 B.A.T Stores 20 B.A.C. 35 it should be noted that the debt:equity requirements for B.A.T Stores and the resulting debt:equity ratios for B.A.T Industries exclude the effects of the UOu payment for Mac Markets, 4US in 1983. If this La funded by borrowings, the B.A.T Industries debt:equity ratio will be increased by about 2 percentage points, equivalent to 40 percentage points for B.A.T Stores Holdings. BAT Industries document for Province of British Columbia 23 April 1999 3 5. Performance Objectives: The Group Objective is that the return on assets should be a minimum of 25% in historic accounting terms. (At an iuf lation rate of 10%, this equates to a CCA return of approximately 15%). The targets agreed for the Operating Groups clearly must reflect the situation in which they find themselves but it will become increasingly important to ensure that. where they are making nev investments, these can be reasonably expected to meet the Group's objective for returns on assets. The return targets for the medium term included in the Guidelines to Operating Groups are as follows :- Return on Assets CCA Historic B.A.T. Co. 15 28 BA67US 14 25 Interversa 15 20 WT 11 24 MPI 10 20 B.A.T Stores 10 20 B.A.C. 15 '26 6. ACT: The ACT issue is one of considerable concern and highlights yet again the importance of UK perform=e. Bowever, radical ways of reducing the impact should also be considered or re-considered. 7. Growth Opportunities: Operating Groups should be asked in their Plans to assess the real growth opportunities available to them in the medium and longer term, with a realistic evaluation of the investment required and returns to be achieved. The consequences of these assessments should then be reviewed by BAT Industries in the light of its growth and other objectives. 8. Leadership: Each business within the Group should be established in a leadership position in its chosen market through having a defined competitive advantage. This could occur in a number of ways (e.g. through a superior product, through lower production costs, through market position, ate.) and it is left to each business to define their competitive advantages. This objective in believed to be particularly important since it is on the competitive strengths of its component businesses that the ability of the Group to achieve its financial objectives ultimately depends. N.) CD Co N) CD Co BAT Industries document for Province of British Columbia 23 April 1999 4 9. Investment Strategies agreed by the Board were as follows:- (a) The first priority in investment should be the maintenance and, where possible, the improvement of the competitive position of the Group's Tobacco businesses. (b) However, it is still the Group's long term aim to reduce its dependence on Tobacco by achieving a rate of growth in non-Tobacco profits such that by 1990 these are contributing at least 502 of total Group profits. C0 Non-Tobacco investments should ceutre on activities which ca a be undertaken within the framework of existing businesses. (d) Additional opportunities should be sought to build on existing Group strengths. Opportunities for improving the use of existing assets (e.g. property) should also be given spacial consideration. (e) Emphasis should continue to be placed on the need for each element of the business to be capable of achieving self sufficiency in funding and there should be a continuing requirement for a rigorous attitude to be taken to activities with low performance which cannot be improved within an acceptable time scale. (f) Particular emphasis should be given to improving the results for UK based businesses without increasing the proportion of Group assets employed in these businesses. (g) Further consideration should be given to ways of accelerating profits growth in BATUS by investment within the limits of their debt:equity guideline and without dilution of B.A.T Industries' shareholding. (h) Elsewhere, particular emphasis should be given to accelerating the rate of development of non-Tobacco activities in selected countries overseas, particularly in SE Asia and Latin America. Priority should be given to countries where the Croup has an existing business and where funds are available, but the possibility of additional net investment should not be ruled out. (i) Preference should be given to maintaining or establishing successful businesses rather than merely selling technology. Although majority shareholdings are preferred, it is accepted that minority positions, with a sufficient degree of management control, may be the optimum achievable in certain countries. RS/PS 28th October, 1981 r"i C) rQ CD 13AT Industries document for Province of British Columbia 23 April 1999