AGM Information • Aug 20, 2021
AGM Information
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00/000000 MR / MRS / MS A N OTHE HOUSE NAME OR NUMBER STREET ROAD OR OTHER ANY TOWN / CITY ANY COUNTY
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Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, UK
29 Wellington Street
Business Reply Plus Licence Number RUCA–ESGL–RSXY
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Central Square 29 Wellington Street PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL
You may appoint a proxy electronically instead of using this form – see '2021 Annual General Meeting' on the home page of the company's website (www.diageo.com).
You may, if you prefer, return the proxy form in a sealed envelope. Postage in theUK will be paid by the company if you address the envelope to: FREEPOST PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, UK. Please note that delivery using this service can take up to five business days.
I/We being a member/members of Diageo plc hereby appoint the Chairman of the meeting/the following person (see note 1 below):
| Name of proxy: | ||
|---|---|---|
| Number of ordinary shares appointed over (see note 2 below): |
Please tick here to indicate that this proxy appointment is one of multiple appointments being made (see note 2 below):
as my/our proxy to attend, speak and vote for me/us on my/our behalf as indicated in the boxes below at the Annual General Meeting ('AGM') of the company to be held on Thursday, 30 September 2021 at 2.30 pm and at any adjournment thereof. If no indication is given, I/we authorise my/our proxy to vote, or abstain from voting, at their discretion on the resolutions or on any other business (including amendments to resolutions) which may come before the AGM.
(B) Participants in Diageo Employee Share Plans
As a Diageo Employee Share Plan participant, I appoint and direct the respective Trustee to vote for me on any poll at the AGM and at any adjournment thereof.
Please tick this box if you are a Diageo Employee Share Plan participant:
As a holder of shares in the Sharestore, I appoint and direct the Sharestore nominee to vote for me on any poll at the AGM and at any adjournment thereof.
Please tick this box if you are a holder of shares in the Sharestore:
If you are a person described in (A) and/or (B) and/or (C), please indicate your voting instructions with an 'X' in the boxes below. If you are a member appointing a proxy and do not indicate how your proxy is to vote, your proxy will decide how votes are cast, whether or not to abstain from voting and how to act in relation to other business transacted at the AGM. If you are a participant in a Diageo Employee Share Plan or a holder of shares in the Sharestore and do not indicate how you wish your votes to be cast, they will not be counted.
Any Letters of Direction must reach the Registrar by 2.30 pm on Thursday, 23 September 2021.
Please affix the required postage if you are returning this form from outside the UK or you are posting a copy printed from the company's website (www.diageo.com).
To be valid, this completed proxy form (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) must reach Link Group by 2.30 pm on Tuesday, 28 September 2021.
In the case of joint holders, any one holder may sign this form. If more than one proxy form isreceived in respect of a joint holding, only the vote of the senior will be accepted, seniority being determined by the order in which names appear on the Register.
Barbican (Metropolitan, Hammersmith & City and Circle underground lines).
Turn right as you leave Barbican station and the venue is approximately 5 minutes' walk from the station.
Bus routes 4 and 56 run near to the venue with the closest bus stop being at the Museum of London.
St Paul's (Central underground line). The venue is approximately 5 minutes' walk from the station. Car parks in the vicinity of the venue are heavily utilised and shareholders are advised not to travel to the meeting by car. If required, the closest car park is located next to the venue at 158-170 Aldersgate.
The venue is accessible for shareholders with disabilities and an induction loop is available. Should further assistance be required on arrival, please speak to the venue reception on the ground floor.
The Annual General Meeting ('AGM') of Diageo plc will be held at 2.30 pm on Thursday, 30 September 2021 at: etc.venues St. Paul's 200 Aldersgate London EC1A 4HD
Registration will be open from 1.45 pm.
The meeting will be held in accordance with Government guidelines in effect at the time of the AGM. Notwithstanding such guidelines and in order to minimise public health risks, guests will not be permitted to attend the AGM, with the exception of carers of shareholders, refreshments will not be served before or after the AGM and Directors will not be available to circulate with shareholders following the AGM.
We will continue to closely monitor any developments in public health guidance and legislation issued by the UK Government in relation to Covid-19. Should it become necessary or appropriate to revise the current arrangements for the AGM, details of any such changes will be made available on www.diageo.com and via a stock exchange announcement, as required by our articles of association.
If you wish to attend the AGM, please bring this pass with you.
| Ordinary resolutions | For | Against Withheld |
|---|---|---|
| 1. Report and accounts 2021 | ||
| 2. Directors' remuneration report 2021 | ||
| 3. Declaration of final dividend | ||
| 4. Election of Lavanya Chandrashekar (2) as a director | ||
| 5. Election of Valérie Chapoulaud-Floquet (1,3,4) as a director | ||
| 6. Election of Sir John Manzoni (1,3,4) as a director | ||
| 7. Election of Ireena Vittal (1,3,4) as a director | ||
| 8. Re-election of Melissa Bethell (1,3,4) as a director | ||
| 9. Re-election of Javier Ferrán (3*) as a director | ||
| 10. Re-election of Susan Kilsby (1,3,4*) as a director | ||
| 11. Re-election of Lady Mendelsohn (1,3,4) as a director | ||
| 12. Re-election of Ivan Menezes (2*) as a director | ||
| 13. Re-election of Alan Stewart (1*,3,4) as a director | ||
| 14. Re-appointment of auditor | ||
| 15. Remuneration of auditor | ||
| 16. Authority to make political donations and/or to | ||
| incur political expenditure | ||
| 17. Authority to allot shares | ||
| Special resolutions | ||
| 18. Disapplication of pre-emption rights | ||
| 19. Authority to purchase own ordinary shares | ||
| 20. Reduced notice of a general meeting other than an AGM | ||
| Signature | Date |
If you appoint a proxy, do not give this pass to your proxy.
An explanation of the resolutions is given in the Notice of AGM. The numbers in brackets after Directors' names denote membership of Board and other committees as follows: 1: Audit 2: Executive 3: Nomination and 4: Remuneration. * chairman of committee
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