RAI shareholders approve proposals in connection with proposed acquisition by BAT

WINSTON-SALEM, N.C. – July 19, 2017  Reynolds American Inc. (NYSE: RAI) announced that at the company’s special meeting of shareholders today, RAI shareholders approved three proposals related to British American Tobacco p.l.c.’s (BAT) proposed acquisition of RAI.

RAI shareholders approved:

  • the Agreement and Plan of Merger, including the plan of merger contained therein, dated as of January 16, 2017, as it and the plan of merger contained therein were amended as of June 8, 2017, and as may be further amended from time to time
  • (the “merger agreement”), pursuant to which RAI will become an indirect, wholly owned subsidiary of BAT; this includes the approval of the merger agreement by holders of the outstanding shares of RAI common stock voting at the special meeting that are not owned by the BAT Group or any of RAI’s subsidiaries;
  • on a non-binding, advisory basis, the compensation payments that will or may be paid by RAI or BAT to RAI’s named executive officers and that are based on or otherwise relate to the proposed transaction and the agreements and understandings pursuant to which such compensation may be paid or become payable; and
  • the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement.

Approval of the merger agreement by the shareholders of RAI, including the unaffiliated shareholder approval described above, is a condition to the obligations of RAI and BAT to complete the merger. Subject to the satisfaction or waiver of the remaining conditions set out in the merger agreement, the transaction is expected to close on or about July 25, 2017.

The preliminary results of the RAI shareholder vote at the special meeting are set forth below.

Approval of Agreement and Plan of Merger – Majority of Outstanding Shares

  • For – 1,185,878,118
  • Against – 7,322,145
  • Abstentions – 1,434,603

Approval of Agreement and Plan of Merger – Majority of Unaffiliated Shares Voting

  • For – 584,509,947
  • Against – 7,322,145
  • Abstentions – 1,434,603

Approval of Transaction-Related Compensation Payments

  • For – 816,666,888
  • Against – 374,558,734
  • Abstentions – 3,409,244

Approval of Adjournment of Special Meeting, if Necessary or Appropriate

  • For – 1,145,781,820
  • Against – 47,532,548
  • Abstentions – 1,320,498

The final voting results for each of the proposals voted on at the meeting will be reported on a Current Report on Form 8-K, in accordance with the rules of the U.S. Securities and Exchange Commission.

Web and Social Media Disclosure

RAI’s website, www.reynoldsamerican.com, is the primary source of publicly disclosed news, including quarterly earnings, for RAI and its operating companies. RAI also uses Twitter to publicly disseminate company news via @RAI_News. It is possible that the information we post could be deemed to be material information. We encourage investors and others to register at www.reynoldsamerican.com to receive alerts when news about the company has been posted, and to follow RAI on Twitter at @RAI_News.

Cautionary Statement Regarding Forward-Looking Statements

Statements included in this communication that are not historical in nature, including financial estimates and statements as to regulatory approvals and the expected timing, completion and effects of the proposed transaction, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this communication and in documents incorporated by reference, forward-looking statements include, without limitation, statements regarding the benefits of the proposed transaction, including future financial and operating results, financial forecasts or projections, the combined company’s plans, expectations, beliefs, intentions and future strategies, and other statements that are not historical facts, and other statements that are signified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “predict,” “possible,” “potential,” “could,” “should” and similar expressions. These statements regarding future events or the future performance or results of RAI and its subsidiaries or the combined company inherently are subject to a variety of risks, contingencies and other uncertainties that could cause actual results, performance or achievements to differ materially from those described in or implied by the forward-looking statements.