RAI Reynolds American (delisted)

On July 19, 2017, Reynolds American Inc., referred to as RAI, held its special meeting of shareholders, referred to as the Special Meeting, in connection with the Agreement and Plan of Merger, dated as of January 16, 2017, as it and the plan of merger contained therein were amended as of June 8, 2017, and as it and the plan of merger contained therein may be further amended from time to time, referred to as the Merger Agreement, by and among RAI, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales, referred to as BAT, BATUS Holdings Inc., a Delaware corporation and indirect, wholly owned subsidiary of BAT, and Flight Acquisition Corporation, a North Carolina corporation and indirect, wholly owned subsidiary of BAT, referred to as Merger Sub, pursuant to which Merger Sub will be merged with and into RAI, and RAI will continue as the surviving corporation in the merger and an indirect, wholly owned subsidiary of BAT, referred to as the Merger.

The results for each of the matters voted upon at the Special Meeting are set forth below:

Item 1:     Approval of the Merger Agreement.

Vote, in person or by proxy, of holders of the outstanding shares of RAI capital stock entitled to vote as of the RAI record date:

Vote by the holders of the outstanding shares of RAI common stock that are entitled to vote as of the RAI record date and present (in person or by proxy) and voting at the Special Meeting that are not owned by BAT or any of its subsidiaries or any of RAI’s subsidiaries:

The proposal was approved by RAI’s shareholders, as the number of votes cast in favor constituted both a majority of the outstanding shares of RAI’s capital stock entitled to vote on the proposal as of the RAI record date and a majority of the outstanding shares of RAI’s common stock entitled to vote on the proposal as of the RAI record date and present (in person or by proxy) and voting at the Special Meeting that are not owned by BAT or any of its subsidiaries or any of RAI’s subsidiaries.

Item 2:     Approval, on a non-binding, advisory basis, of 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 merger and the agreements and understandings pursuant to which such compensation may be paid or become payable.

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The proposal was approved by RAI’s shareholders, as the number of votes cast in favor constituted a majority of the shares of RAI’s common stock entitled to vote on the proposal as of the RAI record date and present (in person or by proxy) and voting at the Special Meeting.

Item 3:     Approval of adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement.

The proposal was approved by RAI’s shareholders, as the number of votes cast in favor constituted a majority of the shares of RAI’s common stock entitled to vote on the proposal as of the RAI record date and present (in person or by proxy) and voting at the Special Meeting.

On July 19, 2017, RAI issued a press release announcing the results of the vote of RAI shareholders at the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking and Cautionary Statements

Statements included in this report 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 report 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.

Among the risks, contingencies and uncertainties that could cause actual results to differ from those described in the forward-looking statements or could result in the failure of the proposed transaction to be consummated, or if consummated, could have an adverse effect on the results of operations, cash flows and financial position of RAI or the combined company, respectively, are the following: the failure to satisfy required closing conditions or complete the proposed transaction in a timely manner or at all; the effect of restrictions placed on RAI’s and its subsidiaries’ business activities, including RAI’s ability to pursue alternatives to the proposed transaction; disruption resulting from the proposed transaction, including the diversion of RAI’s management’s attention from ongoing business concerns; the failure of BAT to successfully integrate RAI into its business and to realize projected synergies and other benefits from the proposed transaction; the uncertainty of the value of the proposed transaction consideration that

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RAI shareholders will receive in the proposed transaction due to a fixed exchange ratio and fluctuations in the price of BAT American Depositary Shares; the difference in rights provided to RAI shareholders under North Carolina law, the RAI articles of incorporation and the RAI bylaws, as compared to the rights RAI shareholders will obtain as BAT shareholders under the laws of England and Wales and BAT’s governing documents; RAI’s directors and executive officers having interests in the proposed transaction that are different from, or in addition to, the interests of RAI shareholders generally; the potential difficulty retaining key employees and maintaining business relationships, and on operating results and businesses generally; the incurrence of significant pre- and post-transaction costs in connection with the proposed transaction; evolving legal, regulatory and tax regimes; and the occurrence of any event giving rise to the right of a party to terminate the merger agreement. Discussions of additional risks, contingencies and uncertainties are contained in RAI’s filings with the U.S. Securities and Exchange Commission. Due to these risks, contingencies and other uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as provided by federal securities laws, RAI is not under any obligation to, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.