Imperial Brands PLC

Proxy Solicitation & Information Statement • Dec 10, 2010

IMPERIAL TOBACCO GROUP PLC

Proxy Form

You may appoint another person or persons to attend and vote for you. If you wish to do so, please complete this form and return it in the enclosed reply paid envelope.

VOTING I.D. TASK I.D. SHAREHOLDER REFERENCE NUMBER

Before completing, please read the notes on completion of the proxy form overleaf and the explanatory notes in the accompanying notice. I/We, the undersigned, being a member/members of Imperial Tobacco Group PLC, hereby appoint the Chairman of the Meeting, or (SEE NOTE 1) as my/our proxy to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of the Company to be held on 2

Please tick here if this proxy appointment is one of multiple appointments being made.*

*For the appointment of more than one proxy, please see note 2.

Please indicate your vote by marking the appropriate boxes in black ink like this:

Resolutions	For Against Vote	withheld
12. To re-elect Mr M D Williamson
13. Reappointment of Auditors
14. Remuneration of Auditors
15. Donations to political organisations
16. Sharesave plan renewal
17. Authority to allot securities
18. Disapplication of pre-emption rights*
19. Purchase of own shares*
20. Notice period for general meetings*

• 1. To re-elect Mr M D Williamson
• 1. Reappointment of Auditors
• 1. Remuneration of Auditors
• 1. Donations to political organisations
• 1. Sharesave plan renewal
• 1. Authority to allot securities
• 1. Disapplication of pre-emption rights*
• 1. Purchase of own shares*
• 1. Notice period for general meetings*
• 1. Articles of Association*

*Special Resolutions. + +

Signature Date

	1239-054-S

			X
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• +

	You can submit your proxy electronically at www.sharevote.co.uk using the above numbers.
IMPERIAL TOBACCO GROUP PLC PO Box 244, Southville, Bristol BS99 7UJ	respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of the Company to be held on 2
	February 2011 and at any adjournment thereof.

on the back. Postage has been paid.

Resolutions For Against Vote withheld 1. Report and Accounts 2. Directors' Remuneration Report 3. To declare a final dividend 4. To re-elect Dr K M Burnett 5. To re-elect Mrs A J Cooper 6. To re-elect Mr R Dyrbus 7. To re-elect Mr M H C Herlihy 8. To re-elect Dr P H Jungels 9. To re-elect Ms S E Murray 10. To re-elect Mr I J G Napier 11. To re-elect Mr B Setrakian PLEASE FOLD ALONG THIS LINE

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If we do not hear from you within 28 days you will be deemed to have chosen to receive shareholder communications through our wesite as in Option 2 above (unless you have already elected to receive shareholder communications by email). Please read the notes overleaf. Shareholder Reference Number

• +

10 December 2010 Dear Shareholder

OPTION 1: via email OPTION 2: through our website: www.imperial-tobacco.com OPTION 3: printed documents To receive shareholder information by email, including direct links to relevant documents on our website please register at www.shareview.co.uk. Shareview is the online portfolio service offered by our Registrars, Equiniti Limited. If you require any assistance whilst setting up this service, please contact Equiniti Limited on 0871 384 2233 (calls to this number cost 8p per minute from a BT landline, other providers' costs may vary) or +44(0) 121 415 7065 from outside the UK. Lines open 8.30am to 5.30pm - Monday to Friday. If you have already elected to receive shareholder communications by email and wish to continue to do so, you do not need to take any further action as your election will remain in force. We will publish shareholder documents on our website and will notify you by post when a new document is made available. If this is your preferred option and you have not already elected to receive shareholder communications by email, then you do not need to take any further action. If you wish to receive shareholder information in hard copy form through the post, tick the box, detach this form and return it to the Company's Registrar, Equiniti, whose address is + + YOUR OPTIONS:

At the AGM in 2008, shareholders approved changes to Imperial Tobacco Group PLC (the "Company") articles of association, which allowed the Company to take advantage of the electronic communication provisions in the Companies Act 2006.
By maximising electronic communication, the Company will save administraion, printing and postage costs and support our Company policy to reduce our negative impacts on the environment whenever possible.
Periodically we consult with our shareholders to check how they wish to receive shareholder information from us, such as our annual report and accounts.

Please choose one of the options below after reviewing the notes on the reverse of this letter and, where appropriate, return the completed form to our Registrars, Equiniti.

M R Phillips

Company Secretary IMPERIAL TOBACCO GROUP PLC Registered in England and Wales No: 3236483 Registered office: PO Box 244, Upton Road, Bristol BS99 7UJ

Admission and Voting Card If you come to the meeting, please bring this card. NAME SHAREHOLDER REFERENCE NUMBER

Resolutions	For Against Vote		Resolutions	For Against Vote
1. Report and Accounts 2. Directors' Remuneration Report 3. To declare a final dividend 4. To re-elect Dr K M Burnett 5. To re-elect Mrs A J Cooper 6. To re-elect Mr R Dyrbus 7. To re-elect Mr M H C Herlihy 8. To re-elect Dr P H Jungels 9. To re-elect Ms S E Murray 10. To re-elect Mr I J G Napier 11. To re-elect Mr B Setrakian		withheld	12. To re-elect Mr M D Williamson 13. Reappointment of Auditors 14. Remuneration of Auditors 15. Donations to political organisations 16. Sharesave plan renewal 17. Authority to allot securities 18. Disapplication of pre-emption rights 19. Purchase of own shares 20. Notice period for general meetings 21. Articles of Association		withheld
Signature			Date	*Special resolutions.

1239-055-S

Notes on completion of proxy form

• 1. As a member entitled to attend and vote you may appoint a proxy or proxies of your own choice to attend, speak and vote instead of you. A proxy need not be a shareholder. Completion and return of a proxy form does not prevent you from attending the Meeting and voting instead of the proxy if you so wish. 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 proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy, you may photocopy this form or (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0871 384 2037. Calls to this number are charged at 8p per minute from a BT landline. Other telephony provider costs may vary. If calling from overseas, the helpline number is +44(0) 121 415 7009. Lines open 8.30am to 5.30 pm, Monday to Friday. Please indicate 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. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. Please indicate, by marking the appropriate box as shown, how you wish your proxy/proxies to vote. Unless otherwise directed, the proxy/proxies will abstain or vote as they think fit on the resolution or any other matter which may properly come before the Meeting. On any other business arising at the Meeting (including any motion to amend a resolution or to adjourn the Meeting) the proxy will act at his or her discretion.
• 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, you should insert in block letters the name of the person(s) you wish to appoint in the space provided. If no name is entered, the return of this form, signed, will authorise the Chairman to act as your proxy.
• 1. In the case of a corporation, the proxy form must be under its common seal or signed on its behalf by a duly authorised officer or attorney.
• 1. In the case of joint holders, any one holder may sign the proxy form. The vote of the senior holder who tenders a vote will be counted. For this purpose seniority is determined by the order in which the names appear on the register of shareholders.
• 1. To be valid, the proxy form, together with the original or a duly certified copy of the power of attorney or other authority, if applicable, under which it is signed, must be lodged with the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DX, not less than 48 hours before the scheduled start of the Meeting or any adjournment thereof. A reply paid envelope is enclosed for your convenience.
• 1. A vote withheld is not a "vote" in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland ("EUI")'s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or relates to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Internet Voting

You may, if you wish, appoint your proxy electronically at www.sharevote.co.uk. You will need the Voting I.D., Task I.D. and Shareholder Reference Number, which together make up the series of reference numbers printed on the front of this form. Alternatively, if you have already registered with Equiniti's online portfolio service shareview, you can submit your proxy form at www.shareview.co.uk by entering your portfolio identification particulars and clicking on the link to vote under your (Client Name) holding details. The on-screen instructions give details of how to complete the appointment process. Please note that any electronic communication found to contain a computer virus will not be accepted.

Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6ZL United Kingdom

BUSINESS REPLY SERVICE Licence No. SEA 10846

Notes on completion of shareholder communications

• 1. If we do not hear from you within 28 days you will be deemed to have chosen to receive shareholder communications through our website as in Option 2 overleaf, unless you have already elected to receive shareholder communications by email. You will not receive hard copy documents in future unless you specifically request them by contacting our Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom on 0871 384 2037 (calls to this number cost 8p per minute from a BT landline, other telephony provider costs may vary) or +44(0) 121 415 7009 from outside the UK or online at www.shareview.co.uk. Lines open 8.30am to 5.30pm - Monday to Friday. Alternatively, you can change your election at any time by contacting our Registrars, Equiniti Limited.
• 1. If you have previously elected to receive shareholder communications in hard copy form and wish to continue to do so, you will need to select Option 3 overleaf, tick the box and return the form to our Registrars' within 28 days. 3. The Company cannot be held responsible for any failure in electronic transmission beyond its control, any more than it can for postal failures. You
• should notify Equiniti of any changes to your email address. 4. The Company cannot accept responsibiliity for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that you subject all messages to virus checking procedures prior to use.
• 1. The election and relevant address contact details will stand until such time as our Registrars receive alternative instructions from you. It will be your responsibility to notify our Registrars of any change to your name, address, email address or other contact details.
• 1. Notwithstanding any election, the Company may, at its sole and absolute discretion, send any notification or information to shareholders in hard copy form.

Bristol Marriott Hotel City Centre

Annual General Meeting venue

2.30pm Wednesday, 2 February 2011

Bristol Marriott Hotel City Centre, 2 Lower Castle Street, Old Market, Bristol BS1 3AD

Tel: 0117 929 4281

Timetable of events

Ex-dividend date 19 January 2011 Record date 21 January 2011 Last date for receipt by Equiniti of Dividend Reinvestment Plan Mandate forms 28 January 2011 Last date and time for lodgement of proxy forms 2.30pm on 31 January 2011 Annual General Meeting 2 February 2011 Payment of final dividend 18 February 2011

Directions

From the M4 take junction 19 signposted M32. Follow signs to the City Centre. The hotel can be found on Lower Castle Street, off Castle Street.

Parking

An NCP car park is situated next to the hotel.

Rail

The Bristol Marriott Hotel City Centre is approximately a 5 minute taxi journey from Bristol Temple Meads station.