REST"I TED AGENDA for the MeetinS of the BOARD of DIRECrORS of B. A. T. INDUSTRIES p. 1. c. to be held at Windsor House, 50 Victoria Street, London, S.W.1 on ............ TRIM.. day, Jfth..ft;'j;h ............. 19 .11, ...... at .1..3.0am ....... Minutes of the Board Meeting held on 26th February 1991 and of the Committee of the Board hold on 27th February 1991 (attached). a) ANNUAL UPORT MD ACCOUNTS a To review the Directors' Report and Accounts for thej. par ended 31st December 1990 for submission to the Atinu" r a-- .. ,aneral Xosting on 29th May 1991 and to authoris* acc., Sub-Committee to recommend a Final Dividend, including. .1 the of for of a share alternative to a cash dividend to approve and sign such Report and Accounts. (Draft minute attached) (COPIES 07 THE REPORT AND ACCOUNTS WILL BE AVAILABLE IN THE BOARDROOM AT 9.00AM) (b) TO THE S210CX LPXCHANOZ To review the form of announcement to be made to ths, Stock Exchange and the Press and to &uthorise a Sub-Committee to approve such amouncenent. (Draft minute attached) B.A.T JEWE= To note the following item of Special business to be placed before the Annual General Mastibgs- a) to renew the disapplication of pro-e*ption rightso b) to renew, the authority for the Company to purc"" up to lot of its own shares. ,'.1 and to authorise a Sub-Committes to agree the fttics of the Annual General Meeting and Form of Proxy (Draft Minute attached). ChairmanIx Review. S. Financial Review. B.A."r INDUSTRIES P.Lr- MINNESOTA DWAOSffORT COPY PRODUCED PURSUANT TO VILD. OF CONSENT jUDGMENT DATED SON W STATE OF AIINNEWTA, ET AL V. PHLIP AWRRIS, ET A CASE NO. C1-94*8565 DIRECTOR'S TWMESIA To receive general notices in accordance with the Companies Act 2965 from Sir Campbell Fraser and Kr M A Butt (attached). AUDIT C02jL= Minutes of the Meeting hold on 26th February 1991 (attached). .Ar-1-11 DTRLPCTORS I EMOLUMENTS To consider the recommendations of the Compensation Committee (Draft resolution attached). BRCURITIES DWRLYNG REGULILTIONS To consider anondmants to the Company's Internal Regulations governing dealings in Group Securities (CPC Minute and ReVlations attached). BROWN a NJ-,?ANSON TOBACCO CORPORATION To not* the proposed expenditure of US$72.6 million by brown & Williamson to provide an increase in soft cup capacity (CPC Xinute attached). al 0.01 DONATIONS AND SUBSCRIPTIONS L) To approve the following donations:- Blond McIndoe Contra for Medical Research C5,000 for 4 years Country Trust C2,500 for 4 years Iffall* Zndowment Trust C2,500 Loan Fund for Musical Instruments C2,500 for 4 years ii) To approve the following subscriptions:- American Cbambor of Commerce L250 Conservation Trust CSOC CSX 123,162* Institute of Znvironsental Assessment tl,200 to be apportioned between GRO and UK operating Groups. 12. ANY OMUR WSIXZSS Q? Q) B.A.T 1wDumEs P.LC. - MINNESOTA DPOSITM Copy PRODLICED PUMUANT To AI.D. OF CONSENTJUDGMENT DATED 54M IN SrATE oFUwKsorA, ETAL V- PJ4LVUORR8, ETA CASE HO. Cl-944=5