Imperial Brands : Notice of Annual General Meeting 2023

121 Winterstoke Road

Bristol BS3 2LL, UK

Tel: [phone]

www.imperialbrandsplc.com

Thérèse Esperdy

Chair

Dear Shareholder

ANNUAL GENERAL MEETING OF IMPERIAL BRANDS PLC

I am pleased to invite you to attend our annual general meeting ('AGM' or the 'Meeting') to be held on Wednesday 1 February 2023 at 2.30 pm.

If you requested electronic copies of the Annual Report and Accounts and associated documents or if you did not return the election card previously sent to you, this letter is notification that the Annual Report and Accounts and associated documents have now been published on our website under creating shareholder value-shareholdercentre-AGM(www.imperialbrandsplc.com/creating-shareholder-value/shareholder-centre/agm).

If you have requested a printed copy of the Annual Report and Accounts, it is enclosed with this letter together with the associated documents.

Overview of Performance

This has been a year of significant progress for Imperial against a backdrop of unexpected and challenging conditions.

We have strengthened our core combustible business and reshaped our next generation product (NGP) operations.

We have reduced debt to our target range and begun a £1 billion share buyback.

At the same time, we have further upskilled and diversified our Board and executive team, progressed our broader cultural change agenda, introduced new consumer capabilities, and continued to build a simpler and more efficient organisation.

All this has been achieved against the headwinds of the war in Ukraine and the exit from our Russian business, global supply chain disruptions, high inflation and a squeeze on household incomes.

The team remained focused on the methodical roll-out of our strategy and we are emerging as a strong challenger business

- our natural role as the smallest of the four global tobacco companies.

On behalf of the Board, I would like to say a big "thank you" to the entire Imperial workforce for their commitment and the way they continue to embrace change with enthusiasm.

A purpose-led approach to ESG

During 2021 alongside our new strategy we began articulating a new purpose: "forging a path to a healthier future for moments of relaxation and pleasure" as well as a clear vision "to build a strong challenger business powered by responsibility, focus and choice". In the past year we have evolved these high-level aspirations into granular objectives for our most material environmental, social and governance (ESG) priorities, and the Board has been engaged in the development of this fresh approach.

Our most important area of focus will continue to be consumer health. Smoking is a cause of serious diseases and, despite these health risks, many people choose to continue to smoke. That is why it is important we are successful in offering attractive, potentially less harmful alternatives to adult smokers. Our NGP operations over the past two years have become more consumer-centric and innovative, and in this year the Board was pleased to authorise an ambitious but disciplined expansion of our footprint.

Registered in England

and Wales No: 3236483

Registered Office:

121 Winterstoke Road,

Bristol BS3 2LL, UK

Another area where we can support a healthier future is by delivering on our goal to become a Net Zero company by 2040. This year, for the first time, we are publishing a full report detailing our strategy for climate change in line with the requirements of the Task Force on Climate-related Financial Disclosures. Full details can be found on pages 59 to 65 in the Annual Report and Accounts 2022.

Building a more diverse and inclusive business - at all levels - is another important priority. During the year, we brought in new talent from outside the organisation to develop this agenda. I have also been encouraged by the way this team, working closely with our four Employee Resource Groups focusing on gender, disability, sexual orientation and ethnicity, are identifying the key structural issues and developing focused plans.

Underlining our commitment to delivering on our ESG priorities, for FY23 we have introduced metrics on consumer health and climate change for Executive Directors' bonuses (see Directors' Remuneration Report from page 130 in the Annual Report and Accounts 2022). And we will reflect on how ESG can be incorporated into our triennial review of remuneration policy in the coming year.

Upskilling and diversifying the Board

Over the past two financial years, the Board has been substantially strengthened, with two new Executive Directors and four new Non-Executive Directors. These changes have brought a depth of knowledge and capabilities from consumer-facing businesses as well as expertise in strategy, managing international businesses, change management, finance and regulatory affairs. Steven Stanbrook retired from the Board following our Annual General Meeting in February 2022. I would like to thank Steven for his valuable service to the Board over the past six years.

After nearly six years on the Board, Simon Langelier has decided the time is right to step down, which he will do at the conclusion of our 2023 AGM and so will not stand for re-election. I would like to thank Simon for his significant contribution to the Board and its Committees during his tenure.

No new appointments to the Board were announced during the past year. Our focus therefore has been on deepening our knowledge of the business and enhancing our engagement with stakeholders, particularly consumers and employees, to enable us to provide more insightful challenge and improve decision making.

Broadening stakeholder engagement

I have continued to have regular dialogue with our major investors and we recently undertook an investor perception study. Encouragingly, the survey suggests investors are supportive of the new strategy and management, and of the changes we are making to strengthen the business.

During the year, we held Board meetings in London, Bristol, Madrid and Greensboro, North Carolina, giving us many opportunities to meet and have active dialogue with our employees, customers, consumers and suppliers. In August, accompanied by Stefan, I visited Malawi to develop a greater understanding of our evolving approach to improving farmer livelihoods and agricultural sustainability.

A clear example of how the Board carefully considers the needs of different stakeholders in its decision making is our successful exit from Russia. Our approach had to balance the need to ensure the personal security of our Russian team, with the clear expectations of shareholders, our global workforce and wider civil society. While we have now completed the transfer of our Russian business, we continue to support our 600 Ukraine staff, including through a hardship fund which has been used to finance the reconstruction of war-damaged homes.

Prioritising capital allocation

The Board believes capital allocation is a key value lever alongside the delivery of the Group's strategy. Our strategic review in 2021 defined our capital allocation priorities and the Board regularly evaluates progress against these priorities, starting with the investment needs of the business, followed by the appropriate capital structure and the best way to maximise returns to shareholders through a progressive dividend policy and by returning surplus capital.

The business now has the strategy to deliver sustainable growth in cash flows, and the balance sheet flexibility to deliver meaningful and ongoing returns to shareholders. Having reached our target leverage at the of September 2022, the Board approved the launch of an ongoing buyback programme with a commitment to initially repurchase shares to the value of £1 billion during our 2023 financial year. We are also recommending a 1.5% increase for the final dividend this year, bringing total dividends for the year to £1.3 billion.

Towards a healthier future

While Imperial is not immune to cost inflation and the squeeze on consumer incomes, the strong foundations we have built over the past two years mean we are now more resilient in the face of short-term pressures and better able to deliver sustainable returns for shareholders. Looking to the longer term, we see a shift towards potentially healthier ways of enjoying moments of relaxation and pleasure - and Imperial is increasingly well placed to support consumers on this journey.

Recommendation

Your Board believes that the resolutions contained in the Notice of AGM promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all resolutions, as they intend to do in respect of their own holdings.

Yours sincerely

Thérèse Esperdy

Chair

IMPERIAL BRANDS PLC NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE YOU ARE RECOMMENDED TO CONSULT AN INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

Notice is hereby given that the annual general meeting (the 'AGM') of Imperial Brands PLC (the 'Company') will be held at the Bristol Marriott Hotel City Centre, 2 Lower Castle Street, Old Market, Bristol BS1 3AD on Wednesday 1 February 2023 at 2.30 pm for the transaction of the following business:

BUSINESS OF THE MEETING

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass resolutions 1 to 17 inclusive as ordinary resolutions:

Resolution 1

THAT the Annual Report and Accounts for the financial year ended 30 September 2022 be received.

Resolution 2

THAT the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 130 to 148 of the Annual Report and Accounts for the financial year ended 30 September 2022, be approved.

Resolution 3

THAT a final dividend for the financial year ended 30 September 2022 of 49.32 pence per ordinary share of 10 pence in the capital of the Company payable on 31 March 2023 to those shareholders on the register at the close of business on 17 February 2023 be declared.

Resolution 4

THAT Stefan Bomhard be re-elected as a Director of the Company.

Resolution 5

THAT Susan Clark be re-elected as a Director of the Company.

Resolution 6

THAT Ngozi Edozien be re-elected as a Director of the Company.

Resolution 7

THAT Thérèse Esperdy be re-elected as a Director of the Company.

Resolution 8

THAT Alan Johnson be re-elected as a Director of the Company.

Resolution 9

THAT Robert Kunze-Concewitz be re-elected as a Director of the Company.

Resolution 10

THAT Lukas Paravicini be re-elected as a Director of the Company.

Resolution 11

THAT Diane de Saint Victor be re-elected as a Director of the Company.

Resolution 12

THAT Jonathan Stanton be re-elected as a Director of the Company.

Resolution 13

THAT Ernst & Young LLP ('EY') be re-appointed as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 14

THAT the Audit Committee (for and on behalf of the Board) be authorised to set the remuneration of the auditor.

Resolution 15

THAT the rules of the Imperial Brands Share Matching Scheme 2023 (the 'New SMS'), a summary of the principal provisions of which is set out in Appendix 2 to this notice and a copy of which is produced to the AGM and initialled by the Chair (for the purposes of identification only), be approved and adopted by the Company and the Directors be authorised to:

1. do all acts and things necessary to establish and carry the New SMS into effect; and
2. establish schedules to the New SMS or further schemes for the benefit of employees outside the UK, based on the New SMS but modified to take account of local tax, exchange control and securities laws in overseas territories, provided that any shares made available under such schedules or schemes are treated as counting against any limits on individual or overall participation contained in the New SMS.

Resolution 16

THAT in accordance with section 366 of the Companies Act 2006 (the 'Act') the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:

1. make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000, during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 31 March 2024.

For the purpose of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.

Resolution 17

THAT the Directors be authorised to allot ordinary shares of 10 pence each in the capital of the Company (the 'Ordinary Shares') or grant rights to subscribe for, or convert any security into, Ordinary Shares in accordance with article 7 of the Company's Articles of Association, up to a maximum nominal amount of £14,130,000. This authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 31 March 2024; and all previous unutilised authorities under section 551 of the Companies Act 2006 (the 'Act') shall cease to have effect (save to the extent that a previous authority is exercisable pursuant to section 551(7) of the Act by reason of any offer or agreement made prior to the date of this resolution which would or might require Ordinary Shares to be allotted or rights to be granted on or after that date).

SPECIAL RESOLUTIONS

To consider and, if thought fit, pass resolutions 18 to 20 inclusive as special resolutions:

Resolution 18

THAT, in accordance with article 8 of the Company's articles of association, if resolution 17 is passed, the Directors be authorised to allot equity securities (as defined in section 560(1) the Companies Act 2006 (the 'Act')) for cash under the authority given by resolution 17 and/or to sell ordinary shares of 10 pence each in the capital of the Company (the 'Ordinary Shares') held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

1. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities for a period fixed by the Board:
2. 1. to or in favour of holders of Ordinary Shares in proportion (or as closely as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights attached to those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, any legal, regulatory or practical problems in, or under the laws of, any territory, or any other matter; and

1. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) above) up to a nominal amount of £4,710,000,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 31 March 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 19

THAT in accordance with the Companies Act 2006 (the 'Act'), the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the maximum number of Ordinary Shares that may be purchased under this authority is 94,200,000;
2. the minimum price which may be paid for each Ordinary Share is 10 pence (exclusive of all expenses);
3. the maximum price which may be paid for each Ordinary Share (exclusive of all expenses) shall not be more than the higher of: