British American Tobacco PLC — Proxy Solicitation & Information Statement 2017

Jun 14, 2017

* No. of shares (if applicable)

Control Number: 914499 SRN PIN

PLEASE REFER TO THE NOTES BELOW AND OVERLEAF BEFORE COMPLETING THIS PROXY FORM

I/We, the undersigned, being the registered shareholder(s) in British American Tobacco p.l.c., (the 'Company') hereby appoint the Chairman of the Meeting, or

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the General Meeting of the Company to be held on Wednesday 19 July 2017 or at any adjournment thereof (the 'General Meeting'). I/We wish my/our proxy to vote as indicated on this PFSA. I/We direct further that my/our proxy will vote (or withhold a vote) as he/she thinks fit on the ordinary resolution on which I/we do not give a direction and on any other matter which may properly come before the General Meeting or any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made*. For the appointment of more than one proxy, please see paragraph 3 overleaf.

Notes to the PFSA

had not expired.

• (a) Please indicate with an 'X' in the appropriate box how your vote should be cast and sign in the space provided.
• (b) Please note that a 'Vote withheld' has no legal effect and will count neither for nor against the resolution.

allot shares and grant Rights pursuant to any such offer or agreement as if this authority

• (c) Any alteration or correction to the PFSA must be initialled by the signatory.
• (d) In the case of joint holders, any one holder may sign the PFSA.

	Ordinary Resolution Resolution 1 - Approval of the Proposed Acquisition and allotment of shares	For	Against	Vote Withheld
THAT A.	the acquisition, by a subsidiary of the Company, of the remaining 57.8% of the common stock of Reynolds American Inc., not already held by the Company or its subsidiaries, which will be effected through a statutory merger pursuant to the laws of North Carolina (the "Proposed Acquisition"), substantially in the manner and on the terms and subject to the conditions of the Merger Agreement (as defined in, and particulars of which are summarised in, the circular of the Company dated 14 June 2017), together with all other agreements and ancillary arrangements contemplated by the Merger Agreement, be and are hereby approved and that the directors of the Company (or any duly authorised committee thereof) be authorised to make any non-material amendments, variations, waivers or extensions to the terms of the Proposed Acquisition or the Merger Agreement which they in their absolute discretion consider necessary, appropriate or desirable and to take all such steps and to do all such things which they consider necessary, appropriate or desirable to implement, or in connection with, the Proposed Acquisition, including, without limitation, the waiver of any conditions to the Merger Agreement; and
B.	without prejudice to all existing authorities conferred on the directors of the Company, the directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") pursuant to or in connection with the Proposed Acquisition up to an aggregate nominal amount of £108,889,167, provided that this authority shall expire at the conclusion of the Company's next annual general meeting save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the directors of the Company shall be entitled to

Signature	Date	Shareholder Reference Number	Initials and surnames of joint holders if any
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The ordinary shares of British American Tobacco p.l.c. have a premium listing on the London Stock Exchange (Share Code: BATS; ISIN: GB0002875804) and a secondary listing on the JSE Limited (Share Code: BTI).

Notification of Availability of Shareholder Documents

The British American Tobacco p.l.c. Circular to Shareholders (including the Notice of General Meeting) dated 14 June 2017 is available online at www.bat.com/GeneralMeeting. Alternatively, you may request a paper copy from Computershare Investor Services Proprietary Limited by calling 0861 100 634 or +27 11 870 8216 or emailing web.queries@computershare.co.za. You are advised to read the Circular to Shareholders (including the Notice of General Meeting) in its entirety.

Please note that this notification is not a full summary of those documents and should not be regarded as a substitute for reading them.

Additional notes

Proxy appointment for the General Meeting of British American Tobacco p.l.c. (the 'Company') to be held at Hilton London Bankside, 2-8 Great Suffolk Street, London SE1 0UG, England on Wednesday, 19 July 2017 at 2.00pm (UK local time).

Action required

• 1 The ordinary resolution proposed by the Board of Directors of the Company to be voted on is set out overleaf.
• 2 If you are a certificated holder of ordinary shares whose own name(s) is/are listed in the Company's South Africa branch register and cannot attend the General Meeting and wish to appoint some other person(s), who need not be a shareholder of the Company, as your proxy, please complete this Proxy Form - South Africa ('PFSA') by reference to the explanatory notes in Appendix 1 to the Notice of General Meeting and return it to Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196 (PO Box 61051, Marshalltown 2107) by 3.00pm (South Africa local time) on Monday, 17 July 2017. You should insert in block letters the name of the person you wish to appoint in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this PFSA has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). A completed PFSA may also be faxed to Computershare Investor Services Proprietary Limited on +27 11 688 5238. A proxy appointment may be made via the internet at www.eproxyappointment.com. Full details of the procedure are given on that website and your Control Number, Shareholder Reference Number (SRN) and PIN can be found below. To be valid, electronic proxy appointments must be received by 3.00pm (South Africa local time) on Monday, 17 July 2017.
• 3 To appoint more than one proxy, (an) additional PFSA(s) may be obtained by contacting Computershare Investor Services Proprietary Limited on 0861 100 634 or by fax on +27 11 688 5238 or you may photocopy this PFSA. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are entitled to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All PFSAs must be signed and should be returned together in the same envelope.

If no name is entered, the return of this PFSA, signed, will authorise the Chairman to act as your proxy.