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57 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN THE GEORGIAN BALLROOM, AMERICANA HOTEL, SEVENTH AVENUE AT 52ND STREET, NEW YORK, N. Y., APRIL 14TH, 1964, AT 2:00 0' C LOC K IN THE AFTERNOON. Mr. Lewis Gruber, Chairman of the Board, acted as Chairman of the meeting 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 25, 1964, 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 by law 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 show- ing mailing thereof and publication of the Notice of the Meeting in accordance 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 84,988 Preferred Shares, and 5,967,723 Common Shares of stock, or an aggregate of 6,052,711 shares of stock, being a majority in interest of all the stockholders of the Company as follows: In Person: Preferred Common Lewis Gruber J. Campbell Henry Elizabeth Dodge Selma S. Green Murray Heller Marie W. Ross Mark M. Salton By Proxy: 11,592 2,800 50 5 12 50 100 By Lewis Gruber 84,888 5,952,289 By J. Campbell Henry for: Howard Sinnott 241 Dorothy T. Rutland 100 Louise F. Henry 100 By John Gilbert for: C aston J. Gilbert 92 Herbert J. Brown 100 Donald and Elizabeth Jenkins 100 Grace L. and Lemotto Smith 100 .~ ~ Snyder Sydney S 62 w . ~ Sydney S. and Juliet G. Snyder 30 m cn The proxies presented were ordered to be filed with the Sec-

58 retary. The Chairman thereupon declared a quorum present. On motion duly made, seconded and carried, the reading of the minutes of the previous meeting of stockholders was dispensed with. The Secretary then announced to the meeting that by resolu- tion of the Directors adopted at a meeting held on February 19, 1964, Messrs. F. Caldararo and C. Sposato, neither of them being a Director nor a candidate for that office, had been appointed to act as Inspectors of Election, and further stated that they has 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 parts of the same. The Chairman announced that the first business to come before the meeting was the election of thirteen Directors to hold office until the next Annual Meeting of the Stockholders, or until their successors are elected and qualify, and that the meeting was open for the nomination of such Directors. Mr. Todd Wool thereupon nominated for Directors the follow- ing persons named in the Proxy Statement: J. Edgar Bennett Henry E. Erickson Harris B. Parmele Morgan J. Cramer Lewis Gruber Harold X. Schreder George 0. Davies Donald A. Henderson F. Gladden Searle Melvin E. Dawley William A. Jordan Harold E. Stassen Manuel Yellen 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 : 2: 20 P. M. The Chairman stated that the Inspectors were prepared to re--. ceive the votes of the stockholders. The stockholders and proxies then presented their ballots and delivered them to the Inspectors. The ballots 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: 2:25 P. M. The Chairman requested the Inspectors of Election to count the votes and report in writing to the meeting the result of the election. The Chairman then stated that the next business before the meeting was to consider and vote upon the proposal to amend Section 1 of Article II of the By-laws, all as fully set forth in the Proxy Statement. Thereupon, Mr. Robert Mc Cormack moved and the stockholders severally seconded the adoption of the following resolution:

59 "RESOLVED: That Section 1 of Article II of the By-laws of the corporation as now in effect be and it hereby is amended to read as follows: 'SECTION 1. The Annual Meeting of the Stockholders of the Corporation for the election of Directors and such other business as may properly come before the meeting shall be held on the first or second Tuesday of April, at such place in the State of New Jersey or at such place in New York, New York; Greensboro, North Carolina; Louisville, Kentucky; Chicago, Illinois; or Los Angeles or San Francisco, C alifornia, and at such hour, all as may be designated from time to time by the Board of Directors before notice of the meeting is given, and said designation shall be stated in the notice of the meeting.'" Thereafter, the Stockholders and proxies presented their ballots, which were delivered to the Inspectors, and the Chairman requested 'that the reports be prepared. Following an address to the shareholders by Mr. Nbrgan J. Cramer, the Inspectors presented their reports in writing. Mr. Cramer thereupon declared that Messrs. Bennett, Cramer, Davies, Dawley, Erickson, Gruber, Henderson, Jordan, Parmele, Schreder, Searle, Stassen, and Yellen, all stockholders of the Company, had received the greatest number of votes and were duly elected Directors to hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualify. He then announced that it appearing that more than two-thirds in interest of the Company's outstanding stock, present and uoting, had voted affirmatively for the adoption of the proposal, the resolution with respect to such proposal had been duly adopted. The reports were ordered to be annexed to these minutes as parts of the same. A general question and answer period then ensued after which, there being no further business, the meeting, on motion duly made and seconded, adjourned. is Gruber Chairman of the Meeting Anna F. Woessner Secretary of the Meeting.

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