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E\," Ii 1 ll IT A PHILIP MORRIS & CO. LTD., INCORPORATED NOTICE of ANNUAL MEETING OF STOCKHOLDERS to be held July 8, 1947. New York, N. Y., June 9, 1947. To the Stockholders of PIIILIP T'jORIt2s & Co. TiTD., INCORPORATED i Noxzca is HERSSY alvErr that the Annual Meeting of Stockholders of Philip Morris & Co. Ltd., Incorporated (a Virginia corporation) will be held at the office of the Corporation, Itoom 618, No. 909 East Main Street, Richmond, Virginia, on the 8th day of July, 1947, at 12 o'clock Noon (Eastern Standard Time) for tho following purposes: (1) To elect ten Directors to hold oftlce for the ensuing year, (2) To transact ruch other and further business ae may properly come before the meeting. The Board of Directors has no knowledge of any other matters to be proposed at the meeting. The Board of Directors bas fixed June 9, 1947, as the record date for the determination of stockholders entitled to notice of said Meeting. Only holders of Common ,Stock of the par value of $5. per share of record at the close of business on that' date will be entitled to voto. The enclosed form of Proxy has been prepared at the direction of the Board of Directors of the Corporation and is sent at it9 request to holders of Common Stock of the par value of $5. per ahare. If you aa a holder of Common Stock of the par value of $5. per share do not expect to be per- sonally present at the meeting, the Board of Directors requests that you sign and date the enclosed Proxy and return it promptly. No postage need be aIDaed if mailed in the United States. BY ORDER OF TEL B0wD or DIRECToa$. L: C: DiETZQER, Secretary.

PHILIP MORRIS & CO. LTD., INCORPORATED PROXY STATEMENT for ANNVAL MEETING OF $TOOI;HOLDER,8 to be held July 8, 1947. I This Proxy Statement is furnished in connection witL a solicitation of proxies by the management of 1'hilip Morris & Co. Ltd., Incorporated (Iteroui. after called the ""Company''), to be used at the Annual Meeting of' Stockholders of the Company to be held on July 8, 1917, at 12:00 Noon (Eastern Standard Time) at the office of the Company, Room 618, No. 909 East Main Street, Richmond, Virginia, and at any and nll' adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Dleeting, of Stocltholdcra dat.ed Juno, 9, l;l-l7, If the cnc+l+iMed furm of Proxy ' i-i executed and returned, it may nevertheless be revoked at any time insofar as it hag not been exercised. Numbor of OutetanRinQ 8hararVotlng Righte.. The Company' had outstanding as at the close of business on May 1, 1947,, and entitled to vote at the Meeting, 1,997,054 shares of Common Stock, $5. par value per share. Election of Directors. Information Concerning Nominees for Dirootore. At the Meeting, ten directors are to be elected, each to hold ofnce until the Annual Meeting of StockLoldere to be held on the second Tuesday in July, 1948, or until their successors have been elected and shall have qualified! It is the intention of the persons named in the enclosed form of Proxy to vote such Proxy for the eleetion to such, oflice of the nominees named below. In the event that any nominee for director should become unavailable for any reason presently unknown, it is intended that votes will be cast pursuant to the accnmpanyinq Proxy. for substitute nominees d'esignat'ed by tho ,lfanat;e- ment. The nominees na ned below at present constitute the entire Board of . Director9. ThA information which relates to the principal, occ!npation nnd~ the beneficial ownership of securities has been furnished to the Company by the respective nominees. As at May 1, 1947„ directors and officers of the Cunipany owned bene- ficially, directly or indirectly, the number of shares of Cumulative Preferred Stor,k, 4,u Scrirs, t11e ir-nuber of yhareyof CuiuulativePruferred Stuuk J.00;'0 Series and Common Stock,, $5. par value, of the Company as hereinafter set forth. C ~ C+J GJ W JD, !1r ~ R t

2 Aa to Holdinaa of Nomineee for OrOce of Direator and Their Asaociates. tintue Principal Occupation First Became a Director Cttm. Pfd. Stock 4 % Series Cum. llfd. Stock 3.GO% Serles Common qtock $5. PIIr Value J. E. Arehbell Manager of Import 1939 17 none 3,3.",4( 1) (3. P. hrauburger Leaf Department of tho Company Lawyer, member of 1933 376 150 2,000(2) . H. Chalkicy firla of Conboy, 11uwitt, U"Britn & }3oardman, Couusel for the Company Chairman of the Board 924 9 one ,Ub6(3) L. 0: Hanson of Directors Vie~- President a n d 1934 153 nune 1,250({) , A. E. Lyon Treasurer of: the Company President of the Com- 1936 none none 5,006 0. Parker McComas pany Vice-President of the 1946• none none 500 H. E. Riddell Company Lawyer, member of 1936 none none none . H. Rockey firm of Wickes, Rid- dell, Bloomer, Ja- cobi & DicGuire President and Direc- 936 ope one 00 . B. Ryan, Jr. tor of Rio Blanco Copper Co., N. Y. City. N. Y, Retired 933 one one ,000 J. J. Switzer Retired 1930 none none 1,500 • Biected by the Board of Directors on October 80, 1NM. Before coming with the Company, Mr. McComas had been since 1937 Vice President of Bankers Trust Company, New York, In charge of the Commercial Banktna and Fnrclgn Denartmentt. (t) 1,000 rharee of common etock woro aleo owned by members of hir. Archbell's lmmedlate fawlly, (-) Mr. Brauburger, as co-trustee of the Estate of i+fartla J. 'lheridan, deceased, also held 4,000 wharee of common stock, and, as co-trustee for Adrienne W. Sheridan, also held 760 shares of common stock. (s) Mr. Chalkicy, as co-trustee for his daughter Cornclht C. Kittler. also held 85 shares of conrnwn r+tock, nnil 1,440 shnrer of common etuck and C9 shares of Cumulatlre 1'referred Stoc•k, 471o Series, were nlso owned by a member of lile immedlato fumily. (4) 750 shares of common stock were also owned by a member of Mr. Hanson's immediate family.

3 As to Holdinge of Ofdaers, Who Are Not Direetois, and Their Aaaoctatea. Name Position Cnm. Pfd. Stock 4%,, , Series Cum. Pfd. Stock 3.C0^/~ Seriee Common Stock C. T. Ames, Jr. Vice-President none none 1,200 It. R. Blum Asat. Secretary none none 100([) E. W. Dinwiddie Vice-President 69 none 3,308(=) W. C. Foley Vice-President none none 5,700 T. F. (}annon Vice-President none noue 5,742 W. H. Hateher Vice-President none none 2,800 f}. J. Henu Ray Jone9. Vice -Presid ent: Vice-President none 120 none none a:,ll 1,476 W. E. Liebetraa Vice-President' none none 2,714(,) L. C. Metzger Secretary none none 50 W. S: Roulhac Asst~. Treasurer none noue GG ~(t) =6 shares of common dinte family. stock were also owned by a menibrr of Mr. Btwu'e 11ume- (=) 400 shnres of eontnion t+tock ttiimvillhto faaffly. (3) 1,100 shares of common lmmediirte family. wvre alwo owuwd by R meinlier of a[r, hins0ddiu'r stock were also held by a maniber of Mr. Li0hetnur's AQgregate Ftemuneratloa of Directors and Oertain 0flsctn, For the fiscal year ended bSar& 31, 1947, the aggregate remuneration received from the Company and its subsidiaries, directly or indirectly, by each person who has acted as a Director during such fiscal year, by each person nominated for election as Director and by each person who has acted as an oflicer but not as a Director and who has received payments of re- muneration totalling mor,; than $20;000.00 during such fiscal year, are set forth below. Thd "aggregate remuneration" of DIrectore, officers and em- ployees referred to in this and subsequent sections of this Proxy Stat'ement, includes, as Indicated, salnried, and fees for attendance at bieetings of Direc- tors and Committees thereof. AdQreQat# Remuneration. (On an accrual basis) rectore and vominees gregate Remuneratlon(i) creaee(1) mount Paid or Set Aside Pursuant to the Company's Retirement Plan(z) Amount of Annual Benefits Estimated to be Pay- able In the Event of Retire- ment(3) A ~ Chalkle 0 H 000 $ 20 none $ 9,148. $14,806. Cr y . . A. E. Lyon . , 100;000. none 10,752. 20,841. 21: Yarltier bicUotwu+ 0 500.(4) 37 _ 1,680. 14,884. W . J. J. Switzer , 1,000. - none none .I. E. :lrchbell 24,000. none 2,8961 4,741. Hanson L G .35,180. $8,726: ,3,307 , 9,083. W . . . U. P. Brauburger Jr W B Ryan 1,fi80.(°) 900. none none none none 0 . . . , K. H. Rockey H. E. Riddell 1,460. 1,460. none none none none k I 1

4 .lmount of Annual i1f,neilts Amount Paid Estimated Officrnra Who Are Not or Set AAida to IM I'nl - hirectors and Who Pursunut to ul6h ln the Itirelved AghreKltte t)Ie Cotnpnny'M E'Veut of ltvtuunertttlou in Aggregate Itetireulent Itetire• I:zcrssof$20,000 Remuneratlon(i) Iucrease(1) Plail(s) Inent(3) C. T. Ames $26,000. none $2,419. $ 7,367. W. C. Foley 25,000. tj 416. 2;44U. 7,541. W. H. Hatcher 36,000. none 4,041. 12,971. T. F. Cuuuou 27,000. none 3,670. 5,363. W. E; Liehetrau 22,466. 2,260. 3,410, 8,024. (1) There were no bonuses accrued for the 8scal year ended March 31„ 1947. (2) The Company's Retirement Plan, and the related Trust Agreement between the Company and J. P. Morgan & Co. Incorporated, as Trustw, creating a truwt w)itvL eonntit+ltee a part of the 1'luu, were npprovetl by t)ie Lotderr of a majority of the Common Stock of the Company, at a Special Meeting of Common Stockholders held on March 17, 1044. The Plan' was suGmltt'ed to the Commissioner of Internal Revenuo and a ruling hns bcen obtained that the same with cer- t'aln modifications, whic5 were accepted, qualifies the Plan under Section 105(a) of the Internal Revenue Code so as to enable the Company to deduct'its contributions to the Trust for F+~dvrnl Income and excess proilts~ tn!t purposes up to thu umouute permitted under Section 23(p) of the Code. (3) These amounts assume lPirll Retirement Allownnevs on attainment of tho retirement age of 05 years nnd continuation tf' present remuneration. (4) For the period from October 1, 194t3, when Mr. McComas first came with the Conipany, to Jlarch 31, 1637. (s) In addition, the firm of Conboy„ lIewltt, O'Brien & Boardman, of which Mr. Brauburger is a member, received $65,000, for professional services rendered to the Company.

5 e Eomnaeration !a Excese of $20,000 Paid by the Compaqy to Pereone Othe: Thaa Directorf, 0flicere or Employees of the Oompany. During the fiscal year ended March 31, 1947, the Company paid to the following persons, other thoii directurs, omcers or employees of the Corpora- tion, aggre4zzte remuneration in excess of $20,000 for the following services: Capacities in Which Abgregate Name Remuneration Was Received Remuneration The American Tobacco Agent for tho purposo of buying $100,000.e Coiohtuly tobacco in the Near East handlin, the same, and having it delivered in the United States, ott a cutnmid- sion basis. Imperial'lbbaceo Company Agent for the purpose of buying 36,182. (of Great Britain and tobacco in the Near East, haitdiing Ireland) the salue„ and hnvijig it tlel!iver.cd in the United Stat'es, on a com- mi_-sion basis;. Alvord and Alvord Attorneys - Professional! Serv- 22,000. ices. Tobacco Products Export Agent for the export of Cigar. 47,213. Corporation ettes uud Smoking Tobaccos to certain foreign Cuunt'ries. Lybrand, Ross Bros. & Independent auditors-auditing 29,000. Montgomery eervices. B. Sonnenberg Publicity and public relations 41,000, adviaor to the Company. W. F. Greenwald Services-Researeh Work. 25,000. Guaranty Trust Company Services as Transfer, Exchange, 40,166. of New York Subscription Warrant, Redemption and Dividend Disbursing Agent and for prel>araUion of Stock• holders Lists and' mailing Proxy material, etc. The Ciuardite Corporation Royalty on operation of tobacco 48,000. moistening machinery. • Th0 American TobitMb Comtinuy billd tiie Company estimated charges for cost of leaf tobacco purchased at the dlrecticn of the Company and for expensee, inciudinR their commadsione, the exact auionnt' of the camnilsr+lonp are not known until final hilllnR is reLtiivud for purchases of each year's crop. The figures set forth are the estimated charges for commissions. Aggregate Remuneration Received from Company and Ite Bnbeidiariee by Directorr and Officere of the Oompany, aa a Group. All Directors and officers of the Company as a group (21 persons) re- ceived as remuneration, consisting of salaries, comisel fees and fees for attenrlaneo at ntcethtgg of Directors and Committees thercof from tho Company and its stthHiiliarics during the fl'scal year endcd March 31, 1947, an a~gregate

6 amount of $430,770. There is not included in this amount the sum of $65,000. paid to the firm of Conboy, Hewitt, O'Brien & Boardman, of which Mr. Brau- burger is a member. During the 8RCa1 year endcd March 31, 1947 the Company also paid for such group into the Trust under the Retiremeut Plan the sum of $50,394. The estimated amount of' annual benefits to be payable to such group, if and when they retire, may aggregate $129,008. (see Note (3), page 4). Mtacetlaneoua. Ezpensel of Bolibitation.. The cost of preparing, handhllg, printing and mailiug the proxy state- ment, form of proxy, notice of meeting and other material is to be borne byy the Company. In addition to the solicitation ot' proaies in such form by use of the wails,, the Company expects that some of the officials and regular employees of the Company (not more tham fifteen in number, none of whom will receive any compensation therefor in addition to their regular compensation) will solicit proxies in such form, by telephone and telegraph, and will solicit brokers and other persons holding in their names or those of their noluinceb shares beneficially owned by others, to procure from their respective principals owning said shares, their consent to the execution of proxies in the form transmitted herewith. The Company will'. reimburse su& brokers and other persons for their expenses incurred in: sending proxy forms and other material to their principals, and will pay compensation therefor at such rate as is prescribed by the rules and regulations of the New York St'ock Ezchange for such services: It is estimated that the Company's total outlay for such addi- tioual solicitation and reimbursement for expenses and for such services to such brokers and other persons will not exceed $1,000. Annual 8eport. The mailing to stockholders of the A.nnual Report of the Company, includ- ing Financial Statements, for the fiscal year ended blarch 31, 1947, was begun on June 2nd, 1947. Copies thereof were likewise mailed to, but not filed with, the Securities and Exchange Commission and the New York Stock Exchange. Such Annual Report is not to be considered as proxy soliciting material or as a communication by means of whict any solieitation is to be made. Othor 8nainesL This Meeting is also called for the purpose of transacting auch other buNiness as may properly cotne before it. The Management does not intend to preseut any sueh other business, nor does it know or have any information reasonably available to it as to whether or not any such business will be pre- sented by others. However, if any other matters properly colne before the lieetiiig, the proxy holders will vote thereon i'u accorduuce with their judg- went. Dated, Juiie 9, 1947.