Diageo PLC

Capital/Financing Update • Apr 26, 2023

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any tender, the offers to the public contemplated in these Final Terms, or to whom the Instruments are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with the Manager and the Issuer that it and any person on whose behalf it acquires Instruments is not a "retail investor" (as defined above).

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Instruments are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ( "FSMA") and any rules or regulations made under FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No. 1286/2014 as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Instruments or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients as defined in Regulation (EU) No 600/2014, as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

Final Terms dated 24 April 2023

DlAGEO plc

Legal Entity Identifier (LEI): 213800ZVIELEA55JMJ32

(Incorporated with limited liability in England and Wales with registered number 23307) as Issuer and Guarantor

DlAGEO FINANCE plc

Legal Entity Identifier (LEI): BPF79TJMIH3DK8XCKI50

(Incorporated with limited liability in England and Wales with registered number 213393)

as Issuer

DIAGEO CAPITAL B.V.

Legal Entity Identifier (LEI): 213800YHFC48VOL6JY40

(Incorporated with limited liability under the laws of the Netherlands with registered with the Dutch trade register under number 78747929 and having its official seat (statutaire zetel) in Amsterdam, the Netherlands)

as Issuer

Programme for the

Issuance of Debt Instruments

EUR 500,000,000 3.500 per cent. Instruments due 26 June 2025 issued by Diageo Finance plc

Series No: 2023/1

Guaranteed by DIAGEO plc

under the Programme for Issuance of Debt Instruments

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 22 August 2022 and the supplemental Prospectus dated 14 April 2023 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Instruments described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing at https://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.

1.	(i)	Issuer:	Diageo Finance plc
	(ii)	Guarantor:	Diageo plc
2.	(i)	Series Number:	2023/1
	(ii)	Tranche Number:	1
3.		Specified Currency or Currencies:	Euro ("EUR")
4.	Aggregate Nominal Amount of Instruments:		EUR 500,000,000
	(i)	Series:	EUR 500,000,000
	(ii)	Tranche:	EUR 500,000,000
5.		Issue Price:	99.785 per cent. of the Aggregate Nominal Amount
6.	(i) Specified Denominations:		EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Instruments in definitive form will be issued with a denomination above EUR 199,000
	(ii)	Calculation Amount:	EUR 1,000
7.	(i)	Issue Date:	26 April 2023
	(ii)	Interest Commencement Date:	26 April 2023
8.	Maturity Date:		26 June 2025

9.	Interest Basis:		3.500 per cent. Fixed Rate
			(further particulars specified below in paragraph 14)
10.	Redemption/Payment Basis:		Redemption at par
11.	Change of Interest or Redemption Payment Basis:		Not Applicable
12.	Put/Call Options:		Issuer Call
13.	Date approval for issuance of Instruments and Guarantee obtained:		Issuer: 20 April 2023 Guarantor: 20 April 2023
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.		Fixed Rate Instrument Provisions	Applicable
	(i)	Rate of Interest:	3.500 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	26 June in each year commencing on 26 June 2023 (short first coupon)
	(iii)	Fixed Coupon Amount:	EUR 35 per Calculation Amount, subject to 14 (iv) below.
	(iv)	Broken Amount(s):	EUR 5.85 per Calculation Amount payable on the Interest Payment Date falling on 26 June 2023
	(v)	Day Count Fraction:	Actual/Actual – ICMA
	(vi)	Determination Dates:	26 June in each year
	(vii)	Relevant Currency:	EUR
15.	Floating Rate Instrument Provisions		Not Applicable
16.	Zero Coupon Instrument Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
17.	Call Option		Applicable

	(i) Call Option Date(s): (ii) Early Redemption Amount(s) (Call) of each Instrument and method, if any, of calculation of such amount(s): (iii) If redeemable in part:		(i) Any date from (and including) the Issue Date to (and excluding) the Maturity Date; and/or (ii) any Business Day from and including 26 May 2025 (the "Par Call Commencement Date") up to but excluding the Maturity Date (together the "Par Call Period")
			EUR 1,000 per Calculation Amount (in the case of the Call Option Date falling in the Par Call Period) and/or the Make Whole Redemption Amount (in the case of all other Call Option Dates)
		(a) Minimum Redemption Amount:	Not Applicable
		(b) Maximum Redemption Amount:	Not Applicable
	(iv)	Notice period:	Minimum period 10 days
			Maximum period: 30 days
18.		Make Whole Redemption/Spens	Applicable
	(i) Quotation Time:		11 a.m. Central European Time
	(ii)	Reference Bond:	OBL 0.000%11 April 2025
	(iii)	Redemption Margin:	0.15 per cent.
19.	Put Option		Not Applicable
20.	Final	Redemption Amount of each Instrument	EUR 1,000 per Calculation Amount
21.		Early Redemption Amount	EUR 1,000 per Calculation Amount
	Early	Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:

22.	Form of Instruments	Bearer Instruments
		Global Instrument Temporary exchangeable for a Permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the Permanent Global Instrument
23.	New Global Note:	Yes
24.	Financial Centre(s) or other special Not Applicable provisions relating to payment dates:
25.	Calculation Agent:	Not Applicable
	26. Talons for future Coupons to be attached to No Definitive Instruments (and dates on which such Talons mature):
27.	Exchange Date:	Not Applicable
	DISTRIBUTION
28.	U.S. Selling Restrictions:	Reg.S Compliance Category 2; TEFRA D
	29. Prohibition of Sales to EEA Retail Investors: Applicable
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PART B – OTHER INFORMATION

1. LISTING

(i) Listing London

• (ii) Admission to trading: Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on the London Stock Exchange plc's Main Market with effect from the Issue Date.)
• (iii) Estimate of total expenses related to admission to trading: GBP 5,500

2. RATINGS

Ratings: The Instruments to be issued are expected to be assigned the following ratings:

S&P: A- (Stable)

An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. The minus (-) sign shows relative standing within the rating categories. (Source: S&P, https://disclosure.spglobal.com/ratings/en/regula tory/article/-/view/sourceId/504352)

Moody's: A3 (Stable)

Obligations rated 'A' are judged to be uppermedium grade and are subject to low credit risk. The modifier '3' indicates a ranking in the lower end of that generic rating category. (Source: (Moody's,

https://www.moodys.com/researchdocumentcont entpage.aspx?docid=PBC_79004)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

So far as the Issuer is aware, no person involved in the issue of the Instruments has an interest material to the offer.

Morgan Stanley & Co. International plc (the "Manager") and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuers and their affiliates in the ordinary course of business.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

	(i)	Reasons for the offer:	See "Use of Proceeds" in the Base Prospectus
	(ii)	Estimated net proceeds:	EUR 498,925,000
	(iii)	Estimated total expenses:	EUR 0
5. YIELD		Indication of yield:	3.609 per cent.
			The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of

future yield.

6. OPERATIONAL INFORMATION

ISIN Code:					XS2615917585
	Common Code:				261591758
Any	clearing	system(s)	other	than	Not Applicable

Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

Delivery: Delivery against payment

Names and addresses of additional Paying Agent(s) (if any): Not Applicable

Intended to be held in a manner which would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Instruments are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.