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61 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., ON APRIL 6th, 1965, AT 2:00 O'CLOCK IN THE AFTERNOON. Mr. M. J. Cramer, President, acted as Chairman of the meeting and Miss Anna F. Woessner, Secretary of the Company, acted as Secre- tary of the meeting. There were produced on behalf of the Board of Directors the trans- ferr books and stock books of the Company, and there was presented 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 Febru- ary 16, 1965, 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 Secretary 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. The Secretary presdnted 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 accord- ance with law and the By-laws of the Company, and stated they would be annexed to the 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 87,220 Preferred shares, and 5,886,667 Common shares of stock, or an aggre- gate of 5,973,887 shares of stock, being a majority in interest of all the stockholders of the Company as follows: In Person: Preferred Common Morgan J. Cramer 8,018 John Campbell Henry 2,800 Evelyn Y. Davis 10 Louise E. Moyer 100 Frances Milano 4 Alco Trading Co., By R.C. Franco, Pres. 50 Herman K. and Helen Stigen, jt. tens. 26 Mary Seltzer 100 Joseph Dietchek 10 By Proxy : By Morgan J. Cramer 87,220 5,874,321 By John Campbell.Henry for: Helen R. Burroughs 150 Dorothy T. Rutland • 200 D. S. and E. R. Jenkins 200 Frances E. Monson 58 G. E. and F. E. Monson 26 Arthur E. Kirstein 200 By Lewis G31bbrt for: ;n S. S. and J. G. Snyder 30 -4 J. G. Snyder (Executor, Estate S.S. Snyder) 62 w -cont'd.- co _~J w

62 Caston J. Gilbert 92 Edythe D. Baumgart 10 By Harold E. Stassen for: Cornelius De Witt 200 The proxies presented were ordered to be filed with the Secretary. The Secretary 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 resolution of the Directors adopted at a meeting held on February 17, 1965, Messrs. Frank Caldararo and Charles 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 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 and stated they would be annexed to these minutes as parts of the same. The Secretary announced that the only business to come before the meeting was the election of fifteen Directors to hold office until the next Annual Meeting of the Stockholders and 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 following per- sons named in the Proxy Statement: J. Edgar Bennett Henry E. Erickson William D. Okerson Morgan J. Cramer Lewis Gruber Harris B. Parmele John J. Darby Donald A. Henderson Harold X. Schreder George 0. Davies Robert Meyer Harold E. Stassen Melvin E. Dawley William A. Jordan Manuel Yellen. The foregoing nominations were seconded and, no other nominations being made, the Secretary announced that the polls were open for the election of Directors. TIME: 2:10 P. M. The Secretary then stated that the Inspectors were prepared to receive 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 Secretary an- nounced that the polls were closed. TIME: 2:20 P. M. The Secretary then requested the Idspectors of Election to count the votes and report the result of the election in writing to the meet- ing. Following an address to the stockholders by Mr. Morgan J. Cramer, the Inspectors presented their report in writing and Mr. Cramer there- upon declared that Messrs. Bennett, Cramer, Darby, Davies, Dawley, Erickson, Gruber, Henderson, Jordan, Meyer, Okerson, Parmele, Schreder, Stassen and Yellen, all stockholders of the Company, had received the

C) 13 greatest number of votes and were duly elected Directors to hold office until the next Annual Meeting of Stockholders and until their successors 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 meeting, on motion duly made and seconded, adjourned. N.- \. • <_'11; zll~ . 1 '1 --f ..'~' gan J.~ C,pamer an of the Meeting. (Anna F. Woessner Secretary of the Meeting.

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