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47 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN THE GRAND BALLROOM OF THE BILTMORE HOTEL, MADISON AVENUE at 43rd STREET, NEW YORK, N. Y., ON APRIL 4, 1961, AT 11:00 O'CLOCK IN THE FORENOON. Mr. Lewis Gruber, Chairman of the• Board, acted as Chairman of the meeting in accordance with Section 4, Article II of the By-laws of the Company, and Miss Anna F. Woessner, Secretary of the Company, acted as Secretary of the meeting. There were produced on behalf of the Board of Directors the transfer books and stock books of the Company, and there was pre- sented a full, true and complete list, in alphabetical order, of all of the stockholders of the Company entitled to notice of, and to vote at, this meeting with the residence of each and the number of shares held by each, to wit: The stockholders of record at 3:30 P. M. on February 15, 1961, the record date fixed by the Board of Directors for the determination of the stockholders entitled to notice of, and to vote at, this meeting. The Chairman stated that these books were produced and this list was presented as required bylaw for the inspection of the stockholders present, and such books and list remained open for inspection during the whole of the meeting. • • There was presented a copy of the Notice of the Meeting with Proxy Statement and'form of proxy, together with affidavits showing mailing thereof and publication of the Notice of the Meeting in ac- cordance with law and the By-laws of the Company, all of which were ordered annexed to these minutes as parts of the same. It was found that there were present at the meeting, either in person or by proxy, the following stockholders, representing 83,633 Pheferred Shares, and 5,890,170 Common Shares of stock, or an aggre- gate of 5,973,803 shares of stock, being a majority in interest of all the stockholders of the Company as follows: Shares Stockholders in Person: Pfd. Common Harold F. Temple • 12,500 John Campbell Henry 2,800 George T. Gore • 94 Rose C. Mir 100 J. I. Al•tman 200 By Proxy : By •Harold F. -Temple 83,533 51873,293 By John Campbell>"-Henry for : Ira N. Gof f. 62 Fern F.. Goff 260 Ira N. Goff, Jr. 396 Joseph G. and Mrs. Elizabeth W. Polakoff 25 Arthur E. Kirste-in 200 Ira N. and Fern F. Goff 240 Mrs. Louise Henry 100 The proxies presented were ordered to be filed with the Secre- tary. ° v ° The Chairman thereupon declared a quorum present. c a v co ~..

48 On motion duly made, seconded and carried, the reading of the sinuteseof the previous meeting of stockholders was dispensed with. The Secretary then announced to the meeting that by resolution of the Directors adopted at a meeting held on February 15, 1961, Messrs. F. Caldararo and C. Sposato, neither of them being a Direc- tor nor a candidate for that office, had been appointed to act as Inspectors of Election, and further stated that they had been duly sworn by a Notary Public of the,State of New York for the faithful performance of their duties as Inspectors. The Secretary thereupon presented their oaths to the meeting, which were ordered annexed to these minutes as part of the same. . The Chairman announced that the only business to come before the meeting was the election of thirteen Directors to hold office until the next Annual.ldeeting of the Stockholders, or until their successors are elected and qualify, and.that the meeting was open for nomination of such Directors. n Mr. Todd Wool thereupon nominated for Directors the following persons named in the Proxy Statement: Messrs. L. Gruber, H. F. Temple, G. O. Davies, H. Yellen, H. B. Parmele, M. J. Cramer, J.- E. Bennett, F. M. Taylor, G. W. Davidson, F. G. Searle, D. A. Henderson, M. E. Dawley, H. X. Schreder. The foregoing nominations were seconded and, no other nomina- tions being made, the Chairman announced that the polls were open for the election of Directors. TIME: 11:14 A. M. The Chairman stated that the Inspectors of Election were pre- pared to receive the votes of.the stockholders. , The stockholders and proxies then presented their ballots and delivered them to the Inspectors. The ball.ots of all stockholders present, either in person or by proxy, having been received by the Inspectors of Election, the Chairman announced that the polls were closed. TIME: 11:20 A. M. The Chairman requested the Inspectors of Election to count the votes and report in writing to the meeting the result of the elec- t ion. Following an address to the shareholders by ldr.,Harold F. Temple, President and Chief Executive Off icer, the Inspectors of Election presented their report in writing. Mr. Temple thereupon declared that Messrs. Gruber, Temple, Davies, Yellen, Parmele, Cramer, Bennett, Taylor, Davidson, Searle, Henderson, Dawley and Schreder, all stockholders of, the Company,. had rece,ived the greatest number of votes and were duly elected Directors to hold off ice un- til the next Annual Meeting of Stockholders, or until their succes- sors are elected and qualify. The report was ordered to be annexed to these minutes as part of the same. A general question and answer period then ensued after which, there being no further business, the meetingpa)motion duly made, seconded and unanimously carried, adjourned, ecret$ry o t e Meeting. ha rman the eeting.