Imperial Brands PLC

Proxy Solicitation & Information Statement • Sep 30, 2014

IMPERIAL TOBACCO GROUP PLC

Annual General Meeting 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.

				X Please indicate your vote by marking the appropriate boxes in black ink like this:
GM Admission and Voting Card			If you come to the meeting, please bring this card.	Resolutions	For Against Vote Resolutions	For Against Vote
					withheld	withheld
				1. Annual Report and Accounts	11. To re-elect Mr M D Williamson
				2. Directors' Remuneration Report	12. To elect Mrs K Witts
				3. Directors' Remuneration Policy	13. To re-elect Mr M I Wyman
				4. To declare a final dividend	14. Reappointment of Auditors
				5. To re-elect Dr K M Burnett	15. Remuneration of Auditors
				6. To re-elect Mrs A J Cooper		16. Donations to political organisations
				7. To re-elect Mr D J Haines	17. Authority to allot securities
NAME			SHAREHOLDER REFERENCE NUMBER	8. To re-elect Mr M H C Herlihy		18. Disapplication of pre-emption rights*
				9. To re-elect Mr M R Phillips	19. Purchase of own shares*
				10. To re-elect Mr O R Tant		20. Notice period for general meetings*
				*Special resolutions.
Please indicate your vote by marking the appropriate boxes in black ink like this: X				Signature	Date
Resolution		For Against Vote	withheld
1. Acquisition of certain U.S. cigarette and e-cigarette brands and assets
Signature		Date				IMPERIAL TOBACCO GROUP PLC
						Winterstoke Road, Bristol BS3 2LL
				11 December 2014
General Meeting Proxy Form				Dear Shareholder
				Shareholders have 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.
You may appoint another person or persons to attend and vote for you. If you wish to do so, please complete this form and					By maximising electronic communication, the Company will save administraion, printing and postage costs and support our Company policy to re
return it in the enclosed reply paid envelope.					duce our negative impacts on the environment whenever possible.
+			+	Periodically we consult with our shareholders individually to check how they wish to receive shareholder documents and information from us, such
				as our annual report and accounts and to ask them to agree to receive such documents and information through our website.
				our Registrars, Equiniti.	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
					Please note that if you do not return the completed form within 28 days from the date of this letter, you will be deemed to have agreed to receive
				shareholder communications through our website. Yours faithfully
VOTING I.D.	TASK I.D.		SHAREHOLDER REFERENCE NUMBER
				J M Downing
				Company Secretary	IMPERIAL TOBACCO GROUP PLC
You can submit your proxy electronically at www.sharevote.co.uk using the above numbers.					Registered in England and Wales No: 3236483 Registered office: 121 Winterstoke Road, Bristol BS3 2LL
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				YOUR OPTIONS:
Meeting, or			(SEE NOTE 1) as my/our proxy to excercise 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				OPTION 1:	To receive shareholder information by email, including direct links to relevant documents on our website, please register
to be held on 28 January 2015 and at any adjournment thereof.				via email	at www.shareview.co.uk. Shareview is the online portfolio service offered by our Registrars, Equiniti Limited. If you
Please tick here if this proxy appointment is one of multiple appointments being made.*					require any assistance whilst setting up this service, please contact Equiniti Limited on 0871 384 2037. Calls to this
					number are charged at 8p per minute plus network extras. If calling from overseas, the helpline number is +44(0) 121 415 7009. Lines open 8.30am to 5.30pm - Monday to Friday (excluding public holidays).
*For the appointment of more than one proxy, please see note 2.				If you have already elected to receive shareholder communications by email and wish to continue to do so, you do not
Please indicate your vote by marking the appropriate boxes in black ink like this: X					need to take any further action as your election will remain in force.
				OPTION 2:	We will publish shareholder documents on our website and will notify you by post when a new document is made
				through our website:	available. If this is your preferred option and you have not already elected to receive shareholder communications by
Resolution		For Against Vote		www.imperial-tobacco.com	email, then you do not need to take any further action.
			withheld	OPTION 3:	If you wish to receive shareholder information in hard copy form through the post, tick the box, detach
1. Acquisition of certain U.S. cigarette and e-cigarette brands and assets				printed documents	this form and return it to the Company's Registrar, Equiniti, whose address is on the back. Postage has
+			+		been paid.
					If we do not hear from you within 28 days from the date of this letter you will be deemed	1239-091-S
Signature Date				to have agreed to receive shareholder communications through our website as in Option 2 above (unless you have already elected to receive shareholder communications by
			1239-092-S	email). Please read the notes overleaf.

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

IMPERIAL TOBACCO GROUP PLC

PLEASE FOLD ALONG THIS LINE

Resolutions For Against Vote

	withheld

• 1. Annual Report and Accounts
• 1. Directors' Remuneration Report
• 1. Directors' Remuneration Policy
• 1. To declare a final dividend
• 1. To re-elect Dr K M Burnett
• 1. To re-elect Mrs A J Cooper 7. To re-elect Mr D J Haines
• 1. To re-elect Mr M H C Herlihy
• 1. To re-elect Mr M R Phillips
• 1. To re-elect Mr O R Tant

Resolutions For Against Vote

withheld

11. To re-elect Mr M D Williamson 12. To elect Mrs K Witts

• 1. To re-elect Mr M I Wyman
• 1. Reappointment of Auditors
• 1. Remuneration of Auditors
• 1. Donations to political organisations
• 1. Authority to allot securities
• 1. Disapplication of pre-emption rights*
• 1. Purchase of own shares*
• 1. Notice period for general meetings*

*Special Resolutions.

SHAREHOLDER REFERENCE NUMBER

If we do not hear from you within 28 days from the date of this letter you will be deemed to have agreed to receive shareholder communications through our website as in Option 2 above (unless you have already elected to receive shareholder communications by	1239-091-S	+ Signature	Date	+
email). Please read the notes overleaf.				1239-090-S
+	+ Shareholder Reference Number

You can submit your proxy electronically at www.sharevote.co.uk using the above numbers. 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 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 Annual General Meeting of the Company to be held on 28 January 2015 and at any adjournment thereof.

+		+
	VOTING I.D.
	TASK I.D.

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: X

Notes on completion of shareholder communications election form

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

2. 1. If we do not hear from you within 28 days you will be deemed to have agreed 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 are charged at 8p per minute plus network extras. If calling from overseas, the helpline number is +44(0) 121 415 7009. Lines open 8.30am to 5.30pm - Monday to Friday (excluding public holidays). Alternatively, you can change your election at any time by contacting our Registrars, Equiniti Limited.
3. 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
4. should notify Equiniti of any changes to your email address.
5. recommends that you subject all messages to virus checking procedures prior to use.
6. responsibility to notify our Registrars of any change to your name, address, email address or other contact details. 6. Notwithstanding any election, the Company may, at its sole and absolute discretion, send any notification or information to shareholders in hard copy

7. form.

8. The Company cannot accept responsibiliity for loss or damage arising from the opening or use of any email or attachments from the Company and

9. The election and relevant address contact details will stand until such time as our Registrars receive alternative instructions from you. It will be your

Annual General Meeting venue 2.30pm Wednesday, 28 January 2015

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

Tel: 0117 929 4281

Timetable of events

Ex-dividend date 15 January 2015 Record date 16 January 2015 Last date for receipt by Equiniti of Dividend Reinvestment Plan Mandate forms 27 January 2015 AGM Last date and time for lodgement of proxy forms 2.30pm on 26 January 2015 Annual General Meeting 28 January 2015 General Meeting 28 January 2015 Payment of final dividend 17 February 2015

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.

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU

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Notes on completion of proxy forms

• 1. As a member entitled to attend and vote you may appoint a proxy or proxies of your own choice to exercise all or any of your rights 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 Meetings 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 Registrar's helpline on 0871 384 2037. Calls to this number are charged at 8p per minute plus network extras. If calling from overseas, the helpline number is +44(0) 121 415 7009. Lines are open 8.30am to 5.30 pm, Monday to Friday (excluding public holidays). 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 Meetings. On any other business arising at the Meetings (including any motion to amend a resolution or to adjourn the Meetings) 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, stating their capacity.
• 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 Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, 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 Meetings 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 Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). 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. 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. 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.

General Meeting venue

3.00pm or immediately following the conclusion of the Company's AGM, whichever is the later on Wednesday, 28 January 2015

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

Tel: 0117 929 4281

Timetable of events

GM Last date and time for lodgement of proxy forms 3.00 pm on 26 January 2015

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.