British American Tobacco PLC — Proxy Solicitation & Information Statement 2018

Mar 22, 2018

SRN

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

I/We

hereby request that my/our votes be cast on the resolutions to be proposed at the Annual General Meeting of British American Tobacco p.l.c. (the 'Company') to be held on Wednesday 25 April 2018 or any adjournment thereof (the 'Meeting') as follows:-

Notes to the Voting Instruction Form

• (a) Please indicate with an 'X' in the appropriate box how your votes should be cast and sign in the space provided. Votes will not be cast in respect of your holding on any resolution for which you have not given a specific instruction as to how to vote.
• (b) Please note that a 'Vote withheld' has no legal effect and will count neither for nor against a resolution.
• (c) Any alteration or correction to the voting instruction form must be initialled by the signatory.
• (d) In the case of joint holders, any one holder may sign the voting instruction form.
• (e) The name and address of your CSDP or broker is shown on the share statement sent to you confirming your shareholding.

Ordinary resolutions: numbers 1 to 16 and 19 Special resolutions: numbers 17, 18 and 20

	Resolution	For	Against	Vote withheld	Resolution	For	Against	Vote withheld
1	Receipt of the 2017 Annual Report and				12 Re-election of Ben Stevens as a Director
2	Accounts Approval of the 2017 Directors' remuneration report				13 Election of Luc Jobin as a Director (N, R) who has been appointed since the last Annual General Meeting
3	Reappointment of the Auditors				14 Election of Holly Keller Koeppel as a Director (A, N) who has been appointed
4	Authority for the Audit Committee to agree the Auditors' remuneration				since the last Annual General Meeting
5	Re-election of Richard Burrows as a Director (N)				15 Election of Lionel Nowell, III as a Director (A, N) who has been appointed since the last Annual General Meeting
6	Re-election of Nicandro Durante as a Director				16 Renewal of the Directors' authority to allot shares
7	Re-election of Sue Farr as a Director (N, R)				17 Renewal of the Directors' authority to disapply pre-emption rights
8	Re-election of Dr Marion Helmes as a Director (A, N)				18 Authority for the Company to purchase its
9	Re-election of Savio Kwan as a Director (N, R)				own shares 19 Authority to make donations to political
	10 Re-election of Dimitri Panayotopoulos as a Director (N, R)				organisations and to incur political expenditure
	11 Re-election of Kieran Poynter as a Director (A, N)				20 Notice period for General Meetings

Board Committee memberships: (A) Audit (N) Nominations (R) Remuneration

Signature	Date	Shareholder and CSDP Reference Number	Initials and surnames of joint holders if any
-----------	------	------------------------------------------	-----------------------------------------------------

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. Annual Report 2017 is available online at www.bat.com/annualreport, together with the Performance Summary 2017.

The British American Tobacco p.l.c. Notice of Annual General Meeting 2018 and its appendices are available online at www.bat.com/AGM. 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 Notice of Meeting (and appendices) 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.

Electronic Communications

If you would prefer to receive an email notification when shareholder communications become available online, you can submit your email address to ecomms@computershare.co.za. By providing your email address you will no longer receive paper copies of shareholder communications that are available electronically. Instead, you will receive an email advising you when and how to access documents online.

Additional notes

Voting instructions in respect of the Annual General Meeting of British American Tobacco p.l.c. (the 'Company') to be held at Milton Court Concert Hall, Silk Street, London EC2Y 9BH, England on Wednesday, 25 April 2018 at 11.30am (UK time).

Action required

• 1. The resolutions proposed by the Board of Directors of the Company to be voted on are set out overleaf.
• 1. Holders of dematerialised ordinary shares who appointed Computershare Limited as their Central Securities Depositary Participant ('CSDP') with the instruction that their ordinary shares are to be registered in the electronic sub-register of members in their own names must complete the voting instruction form and return it to Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank 2196 (PO Box 61051, Marshalltown 2107) before 12:30pm (South Africa time) on Monday, 23 April 2018. A completed voting instruction form may also be faxed to Computershare Investor Services Proprietary Limited on +27 11 688 5238. Holders of dematerialised ordinary shares who appointed Computershare Limited as their CSDP with the instruction that their ordinary shares are to be registered in the electronic sub-register of members in their own names may make a proxy appointment 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 12:30pm (South Africa time) on Monday, 23 April 2018.
• 1. All other dematerialised shareholders should forward the completed voting instruction form or otherwise provide their voting instructions to their CSDP or broker (see Note (e) overleaf) through whom their dematerialised ordinary shares are held.

If you wish to attend in person at the Meeting, you should contact your CSDP or broker to obtain a letter of representation to do so. Voting instructions and requests for letters of representation must be submitted by the CSDPs and brokers to STRATE by 12:30pm (South Africa time) on Monday, 23 April 2018 so that they may be collated and verified by STRATE prior to the Meeting. You should therefore submit your voting instruction form or your request for a letter of representation to your CSDP or broker within the time period required by your CSDP or broker or as stipulated in the custody agreement between you and your CSDP or broker.

Payment of Dividends – Mandatory Direct Credit

British American Tobacco has simplified the way in which it pays dividends to shareholders by only paying cash dividends directly into a shareholder's nominated bank account. This is known as mandatory direct credit. British American Tobacco no longer issues dividend cheques. Shareholders recorded on the UK main register as receiving dividend payments by cheque have been advised by Computershare. Those shareholders will need to take the required action by selecting the appropriate option as set out in the Computershare notification.

Shareholders on the UK main register who already had their dividends paid: (1) by direct credit into their UK bank or building society account; or (2) through the Euroclear service using the CREST messaging system; or (3) through Computershare's Global Payment Service (GPS) are not affected by this change. Similarly, shareholders who participate in the British American Tobacco Dividend Reinvestment Plan (DRIP) are not required to take any action unless they choose to withdraw from the DRIP.

For the South Africa branch register, Computershare South Africa has notified affected shareholders of the equivalent applicable arrangements for the payment of dividends, as appropriate.