Summary of REYNOLDS AMERICAN INC

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Reynolds American Inc., referred to as RAI, was held on May 3, 2012, in Winston-Salem, North Carolina. At that meeting, RAI's shareholders considered and acted upon the following proposals:

Item 1: Election of Directors.



    (a) By the vote reflected below, RAI's shareholders elected the following five
        individuals as Class II directors:




                                     For        Withheld    Broker Non-Votes
         John P. Daly            417,336,129   13,894,152      44,929,816
         Holly K. Koeppel        427,025,771   4,204,510       44,929,816
         H.G.L. (Hugo) Powell    382,554,524   48,675,757      44,929,816
         Richard E. Thornburgh   428,490,553   2,739,728       44,929,816
         Thomas C. Wajnert       427,427,839   3,802,442       44,929,816

(b) By the vote reflected below, RAI's shareholders elected the following individual as a Class I director:

For Withheld Broker Non-Votes H. Richard Kahler 385,582,591 45,647,690 44,929,816

Item 2: Advisory Vote on the Compensation of Named Executive Officers.

By the vote reflected below, RAI's shareholders approved, on an advisory basis, the compensation of RAI's named executive officers:

For Against Abstentions Broker Non-Votes 425,241,203 5,322,197 666,881 44,929,816

Item 3: Amendment to the Articles of Incorporation.

By the vote reflected below, RAI's shareholders approved the amendment to RAI's Amended and Restated Articles of Incorporation implementing a majority voting standard in uncontested director elections:

For Against Abstentions Broker Non-Votes 429,715,517 1,197,695 317,069 44,929,816

Item 4: Ratification of the Appointment of KPMG LLP as Independent Auditors.

By the vote reflected below, RAI's shareholders ratified the appointment of KPMG LLP as RAI's independent auditors for fiscal year 2012:

For Against Abstentions 472,601,782 3,283,654 274,661

Item 5: Shareholder Proposal for the Creation of an Ethics Committee to Review Marketing Activities.

By the vote reflected below, RAI's shareholders defeated the shareholder proposal for the Creation of an Ethics Committee to Review Marketing Activities:

For Against Abstentions Broker Non-Votes 6,455,607 418,455,551 6,319,123 44,929,816