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Diageo PLC

AGM Information Aug 20, 2021

5249_agm-r_2021-08-20_60d3710c-0731-4a6e-b420-9271a28bc011.pdf

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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Register to receive all future shareholder communications online

Contact the Registrar:

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

Form of Proxy (A) Letter of Direction (B) and (C)

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).

PLEASE NOTE:

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.

(A) Shareholders

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:

(C) Holders of shares in the Diageo Sharestore ('Sharestore')

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).

Explanatory notes for completing the Proxy Form

    1. If you wish to appoint a person other than the Chairman, delete the words 'the Chairman of the meeting' and insert the name of the person you wish to appoint as your proxy in the space provided. A proxy need not be a member of the company.
    1. You may appoint more than one proxy in relation to your shareholding provided that each proxy is appointed to exercise the rights attached to a different share or shares. You must complete separate proxy forms for each proxy appointed. The proxy form is available on the company's website (www.diageo.com) or you may photocopy this form. Photocopies may only be used in respect of the same registered shareholder name (and designated account as applicable) as it appears on the original form. Alternatively, proxy forms are available from the Registrar, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Please indicate in the box beneath the proxy's name, the number of shares in respect of which the relevant proxy is authorised to act on your behalf. If the box beneath the proxy's name is left blank, your proxy will be deemed to be authorised in respect of all shares (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Please tick the box provided to indicate if you are appointing multiple proxies. All forms must be signed and should be returned together in one envelope to the address on the back of this proxy form (reply paid in the UK).
    1. Please see the Notice of AGM for further advice on how to appoint/instruct proxies via CREST or Proxymity.
    1. A corporation must execute this form under its common seal or under the hand of an authorised officer or attorney. Please see the Notice of AGM for further advice on corporate representatives.
    1. Holders of shares in the Sharestore should contact Diageo Shares Plan Team, 11 Lochside Place, Edinburgh Park, Edinburgh EH12 9HA and request a corporate letter of representation if they wish to attend the AGM.

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.

  1. 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.

    1. Completion of this form or any CREST proxy instruction will not preclude a member from attending and voting in person.
    1. Voting at this year's AGM will be by way of poll, using a poll card.
    1. The 'Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Withheld' vote is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
    1. Please note that any electronic address given herein may only be used for the limited purposes specified and not for any more general purpose of sending documents or information (whether relating to proceedings at the AGM, proxies or otherwise) to the company by electronic means.

[NAME TO BE INSERTED]

By rail or underground

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.

By road

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.

Accessibility

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.

Admittance Pass

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.

How to get to etc.venues St. Paul's

On arrival at 200 Aldersgate, please take the escalators to the first floor where the entrance to etc.venues is located.

Resolutions

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

BARCODE IVC: IVC Number

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