Imperial Brands PLC

Capital/Financing Update • Feb 11, 2019

Final Terms

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

IMPERIAL BRANDS FINANCE PLC

Legal Entity Identifier: 2138008L3B3MCG1DFS50

issue of €750,000,000 1.125 per cent Notes due 14 August 2023 Guaranteed by Imperial Brands PLC irrevocably and unconditionally under the €15,000,000,000 Debt Issuance Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 30 January 2019 which constitutes a base prospectus for the purposes of the Prospectus Directive (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus has been published via the regulatory news service maintained by the London Stock Exchange (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

1.	(i)	Issuer:	Imperial Brands Finance PLC
	(ii)	Guarantor:	Imperial Brands PLC
2.	(i)	Series Number:	37
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single	Not Applicable

Series:

3.	Specified Currency or Currencies:		Euro ("€")
4.	Aggregate Nominal Amount:
	(i)	Series:	€750,000,000
	(ii)	Tranche:	€750,000,000
5.	Issue Price:		99.454 per cent of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000
	(ii)	Calculation Amount:	€1,000
7.	(i)	Issue Date:	12 February 2019
	(ii)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	14 August 2023
9.	Interest Basis:		1.125 per cent Fixed Rate (see paragraph 14 below)
10.	Redemption Basis:		Subject to any purchase or cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent of their nominal amount
11.	Change of Interest Basis:		Step Up Ratings Change and Step Down Ratings Change apply to the Rate of Interest (see paragraph 14(vii) below)
12.	Put/Call Options:		Issuer Call Issuer Make-Whole Call Issuer Residual Call Change of Control Investor Put (see paragraph 18/19/20/22 below)
13.	Date Board approval for issuance of Notes and Guarantee obtained.		10 December 2018 and 30 October 2014, respectively
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.		Fixed Rate Note Provisions	Applicable
	(i)	Rate(s) of Interest:	1.125 per cent per annum payable in arrear on each Interest Payment Date

(ii) Interest Payment Date(s): 14 August in each year from and including 14 August 2019, up to and including the Maturity Date

(iii) Fixed Coupon Amount(s): €11.25 per Calculation Amount

	(iv)	Broken Amount(s):	€5.64 per Calculation Amount, payable on the Interest Payment Date falling on 14 August 2019
	(v)	Day Count Fraction:	Actual/Actual (ICMA)
	(vi) Determination Dates:		14 August in each year
	(vii)	Step Up Ratings Change and Step Down Ratings Change:	Applicable
		 Step Up Margin	1.250 per cent
15.		Floating Rate Note Provisions	Not Applicable
16.		Zero Coupon Note Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION

17.	Notice periods for Condition 6(c) (Redemption for Taxation Reasons):			Minimum period: 30 days Maximum period: 60 days
18.	Issuer Call			Applicable
	(i) Optional Redemption Date(s):			Any date from and including 14 May 2023 to but excluding 14 August 2023
	(ii) Optional Redemption Amount and method, if any, of calculation of such amount(s):			€1,000 per Calculation Amount
	(iii)		If redeemable in part:
		(a)	Minimum Redemption Amount:	Not Applicable
		(b)	Maximum Redemption Amount:	Not Applicable
	(iv)		Notice periods:	Minimum period: 15 days Maximum period: 30 days
19.	Issuer Make-Whole Call (i) Sterling Make-Whole Redemption: (ii) Non-Sterling Make-Whole Redemption:			Applicable
				Not Applicable
				Applicable
		(a)	Reference Bond:	OBL 0 per cent 04/2023
		(b)	Quotation Time:	10.00 am (Central European time)
		(c)	Redemption Margin:	+0.250 per cent
		(d)	If redeemable in part:
			 Minimum Redemption	Not Applicable

Amount:

			Maximum Redemption Amount:	Not Applicable
	(e)		Notice Periods:	Minimum period: Maximum period:	15 days 30 days
20.	Issuer Residual Call:			Applicable
			Residual Call Early Redemption Amount:	€1,000 per Calculation Amount
21.	General Investor Put			Not Applicable
22.	Change of Control Investor Put Optional Redemption Amount:			Applicable
				€1,000 per Calculation Amount
23.	Final Redemption Amount			€1,000 per Calculation Amount
24.	Early Redemption Amount
	event of default:		Early Redemption Amount payable on redemption for taxation reasons or on	€1,000 per Calculation Amount
			GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.	Form of Notes:			Bearer Notes:
				Temporary Global	Note exchangeable for a Permanent Global Note which is exchangeable for

1. New Global Notes: Yes

2. 1. Additional Financial Centre(s): London
3. 1. Talons for future Coupons to be attached to Definitive Notes: No

Definitive Notes in the limited circumstances

specified in the Permanent Global Note

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange and to be listed on the Official List of the UK Listing Authority with effect from 12 February 2019 (ii) Estimate of total expenses related to admission to trading: £4,560

2. RATINGS

Ratings: The Notes to be issued are expected to be rated Baa3 (stable) by Moody's Investors Service Ltd and BBB (stable) by Standard & Poor's Credit Market Services Europe Limited.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for the fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

	(i)	Reasons for the offer:	The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes.
	(ii)	Estimated net proceeds:	€744,217,500.00
5.	YIELD (Fixed Rate Notes only)
		Indication of yield:	1.251 per cent
			The yield is calculated as at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
6.	OPERATIONAL INFORMATION
	(i)	ISIN:	XS1951313680
	(ii)	Common Code:	195131368
	(iii)	CFI Code:	DTFXFB
	(iv)	FISN:	20230814

	(v)	Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):	Not Applicable
	(vi)	Delivery:	Delivery against payment
	(vii)	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
	(viii)	Name and address of Calculation Agent:	Not Applicable
	(ix)	Intended to be held in a manner which would allow Eurosystem eligibility:	Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
7.	DISTRIBUTION
	(i)	Method of distribution:	Syndicated
	(ii)	If syndicated, names of Managers:	Banco Santander, S.A. Crédit Agricole Corporate and Investment Bank SMBC Nikko Capital Markets Limited Société Générale
	(iii)	Date of Subscription Agreement:	11 February 2019
	(iv)	Stabilisation Manager(s) (if any):	Société Générale
	(v)	If non-syndicated, name of	Not Applicable

• (vi) US Selling Restrictions: Reg S Compliance Category 2, TEFRA D
• (vii) Prohibition of Sales to EEA Retail Investors: Applicable

relevant Dealer: