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Diageo PLC

Pre-Annual General Meeting Information Sep 30, 2025

5249_agm-r_2025-09-30_c828a65e-205a-4c92-9f0a-c68f871fe7ba.pdf

Pre-Annual General Meeting Information

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Notice of Annual General Meeting 2025

This document is important and requires your immediate attention. If you have any doubts about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares, please pass this document and its enclosures to the stockbroker or other agent through whom the sale was effected, for transmission to the purchaser or transferee.

Dear Shareholder

The following document gives notice that the Annual General Meeting ('AGM') of Diageo plc (the 'Company') will be held at Convene 133 Houndsditch, London, EC3A 7DB on Thursday, 6 November 2025 at 2.30 pm. As noted below, the AGM will be held as a hybrid meeting with the ability of shareholders to participate and attend the AGM electronically or in person.

As always, your vote is important to us and we encourage you to vote by completing and submitting a proxy form or by voting electronically in accordance with the instructions on pages 13 to 17.

Arrangements for the AGM

As was the case last year, we will be holding this year's AGM as a hybrid, combined physical and electronic meeting, enabling shareholders to attend the AGM in person or electronically. Those attending electronically will be able to participate in the AGM, submit questions and vote on resolutions without being physically at the meeting via a live webcast using the Lumi platform.

We encourage shareholders who cannot or do not wish to attend the meeting in person to participate in the AGM through the online Lumi platform, which can be accessed by following the instructions on pages 27 to 29. Shareholders attending the meeting electronically will be able to view me, the Interim Chief Executive Officer, other Directors and the Company Secretary conduct the business of the meeting and can submit questions and vote during the meeting as if they were attending in person. We are also providing a telephone line as detailed on page 29 to enable shareholders to ask questions of the Board relating to the business of the meeting orally during the AGM. Shareholders will also be able to submit such questions in advance of the AGM by sending them via email to [email protected].

If you wish to attend the AGM in person, you are requested to register your intention to attend by emailing [email protected] by Tuesday, 4 November 2025.

Voting at the AGM

Voting at the AGM will be by way of poll rather than on a show of hands. This is a more transparent method of voting as shareholder votes are counted according to the number of shares held and will help to ensure an exact and definitive result. The poll will be conducted using electronic devices at the physical meeting and shareholders and proxies attending the meeting electronically will be able to vote live on all resolutions using the Lumi platform.

If you will not be participating in the meeting in person or electronically or otherwise wish to vote in advance, you may appoint a proxy as further detailed on pages 14 and 16. Those submitting a proxy are encouraged to consider appointing the Chair of the meeting, rather than some other named person, as their proxy. This will ensure that your vote is counted.

Recommendation

The Board considers that the resolutions contained in this Notice are in the best interests of your Company and the shareholders as a whole and recommends that you vote in favour of them. The Directors intend to vote in favour of these resolutions in respect of their own beneficial holdings.

Yours sincerely

Sir John Manzoni Chair 30 September 2025

Notice is hereby given that the Annual General Meeting ('AGM') of Diageo plc (the 'Company') will be held at Convene 133 Houndsditch, London, EC3A 7DB on Thursday, 6 November 2025 at 2.30 pm. Shareholders are also permitted to participate in the AGM electronically, as described further below.

The business of the AGM will be to consider and, if thought fit, pass the following resolutions.

All resolutions will be proposed as ordinary resolutions, except for Resolutions 18 to 21 (inclusive), which will be proposed as special resolutions. Explanations of the resolutions are given on pages 7 to 12 of this Notice. Additional information for those entitled to attend the AGM can be found on pages 13 to 20. A guide on how to attend the AGM electronically can be found on pages 27 to 29.

Ordinary Resolutions

Report and accounts 2025

  1. THAT the Directors' and Auditor's reports and the accounts for the year ended 30 June 2025 be received.

Directors' remuneration report 2025

  1. THAT the Directors' remuneration report for the year ended 30 June 2025 be approved.

Declaration of final dividend

  1. THAT a final dividend be declared on the ordinary shares of 28 101⁄108 pence each ('ordinary share(s)') of 62.98 cents per ordinary share for the year ended 30 June 2025.

Directors' appointment and re-appointment

    1. THAT John Rishton be appointed as a Director.
    1. THAT Melissa Bethell be re-appointed as a Director.
    1. THAT Karen Blackett be re-appointed as a Director.
    1. THAT Julie Brown be re-appointed as a Director.
    1. THAT Valérie Chapoulaud-Floquet be re-appointed as a Director.
    1. THAT Nik Jhangiani be re-appointed as a Director.
    1. THAT Susan Kilsby be re-appointed as a Director.
    1. THAT Sir John Manzoni be re-appointed as a Director.
    1. THAT Ireena Vittal be re-appointed as a Director.

Re-appointment of auditor

  1. THAT PricewaterhouseCoopers LLP be re-appointed as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which accounts are laid before the Company.

Remuneration of auditor

  1. THAT the Board, acting through the Audit Committee, be authorised to determine the auditor's remuneration.

Authority to make political donations and/or to incur political expenditure

    1. THAT, in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company be authorised to:
    2. a. make political donations (as defined in section 364 of the Act) to political parties (as defined in section 363 of the Act) or independent election candidates (as defined in section 363 of the Act) not exceeding £100,000 in total;
    3. b. make political donations (as defined in section 364 of the Act) to political organisations other than political parties (as defined in section 363 of the Act) not exceeding £100,000 in total; and
    4. c. incur political expenditure (as defined in section 365 of the Act) not exceeding £100,000 in total,

in each case during the period beginning with the date of the passing this resolution and ending at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution) and provided that the aggregate amount of political donations and political expenditure so made and incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £100,000.

Authority to allot shares

  1. THAT the Board be generally and unconditionally authorised in accordance with section 551 of the Act, in substitution for all subsisting authorities, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £214,666,136, such authority to expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution) save that under such authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.

Adoption of the Diageo 2025 Share Value Plan

  1. THAT the Diageo 2025 Share Value Plan, the main features of which are summarised in Appendix A on page 21 of this Notice, and a copy of the rules which are produced in draft to the meeting and initialled by the Chair for the purpose of identification be hereby approved and adopted and the Board be hereby authorised to do all acts and things which it may consider necessary or desirable to implement and operate the Diageo 2025 Share Value Plan and to make such changes as it may consider appropriate for that purpose, including making any changes required under the United States Internal Revenue Code of 1986, as amended.

Special Resolutions

Disapplication of pre-emption rights

    1. THAT, if Resolution 16 is passed, in substitution for all subsisting authorities, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares of the Company held as treasury shares for cash, in each case, as if section 561(1) of the Act did not apply to any such allotment or sale, such power to be limited:
    2. a. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities:
      • i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
      • ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits, exclusions or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter (including any matters arising by virtue of equity securities being represented by depositary receipts);

  • b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount of £32,199,920; and
  • c. to the allotment of equity securities in connection with the Company's employee share plans and the Company's employee share plans for employees of joint ventures in which the Company and/or any of its subsidiary undertakings (as defined in the Act) participates,

such power to expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution) save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities and/or sell treasury shares in pursuance of such an offer or agreement as if the relevant power conferred hereby had not expired.

Authority to purchase own ordinary shares

    1. THAT the Company be authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares on such terms and in such manner as the Board may from time to time determine but subject to the following restrictions and provisions:
    2. a. the maximum number of ordinary shares hereby authorised to be purchased is 222,565,850;
    3. b. the minimum price, exclusive of expenses, which may be paid for an ordinary share is 28 101⁄108 pence;
    4. c. the maximum price, exclusive of expenses, which may be paid for an ordinary share is the higher of:
      • i. 5% above the average market value of the Company's ordinary shares for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
      • ii. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out; and
    5. d. unless previously revoked or varied, such authority shall expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution), save that the Company may, before such expiry, enter into a contract for the purchase of ordinary shares which would or might be completed wholly or partly after such expiry and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not expired.

Adoption of new articles of association

  1. THAT with effect from the passing of this resolution, the amended articles of association of the Company, produced to the meeting and signed by the Chair for the purpose of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

Reduced notice of a general meeting other than an AGM

  1. THAT a general meeting of the Company other than an AGM may be called on not less than 14 clear days' notice.

By order of the Board

Randall Ingber

Company Secretary

30 September 2025

Diageo plc Registered office: 16 Great Marlborough Street London W1F 7HS Registered in England No. 23307

Explanatory notes to the resolutions

Resolution 1 (report and accounts 2025)

The Directors are required to present the Company's accounts and the reports of the Directors and of the auditor for the year ended 30 June 2025 at the AGM.

Resolution 2 (Directors' remuneration report 2025)

Resolution 2 is an advisory vote to approve the Directors' remuneration report as required by sections 439 and 440 of the Act and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). The remuneration report is set out on pages 108 to 134 of the Annual Report for the year ended 30 June 2025.

Resolution 3 (declaration of final dividend)

The Company paid an interim dividend of 40.50 cents per ordinary share on 24 April 2025.

The Board recommends a final dividend of 62.98 cents per ordinary share, bringing the total dividend for the year to 103.48 cents per ordinary share. Subject to approval by shareholders, the final dividend will be paid on 4 December 2025 to shareholders on the Register on 17 October 2025.

A Dividend Re-investment Plan ('DRIP') is available in respect of this dividend and the plan notice date is 7 November 2025. A DRIP booklet and mandate form are available from the Registrar or from the Company's website (https://www.diageo.com/en). Holders of ordinary shares will receive their dividends in sterling unless they elect to receive their dividends in US dollars by 7 November 2025.

Resolution 4 (Director seeking appointment)

John Rishton's appointment to the Board, which has been recently announced, will take effect on 1 November 2025. In accordance with the UK Corporate Governance Code 2024 and the Company's articles of , together with all the other currently serving Directors, he will retire at the AGM and offer himself for appointment by the shareholders.

John has over 40 years' business experience in a variety of roles, companies and industries, including nearly 14 years as a Chief Executive or Chief Financial Officer. His executive roles include Chief Executive of Rolls Royce Group plc from 2011 to 2015 and Chief Financial Officer and then Chief Executive and President of Royal Ahold NV, the Dutch multinational supermarket group, from 2006 to 2011. John was also Chief Financial Officer of British Airways plc from 2001 to 2005, having previously held a number of finance, commercial and operational roles at British Airways in the US and UK, having joined in 1994. Prior to joining British Airways, John held various finance roles at Ford Motor Company in the UK, Spain and Portugal. John has many years' experience in non-executive roles at leading FTSE 100 and other listed companies including Serco Group PLC, Informa plc, Unilever plc, Associated British Ports, Allied Domecq, Majid Al Futtaim and ICA Gruppen AB. The Board is of the view that John's extensive experience in leadership roles at listed international businesses and track record of creating sustainable, long-term value for stakeholders make him a strong addition to the Board.

John's biographical details are as below:

Current external appointments:

  • Non-Executive Director and Chair Informa plc
  • Non-Executive Director and Chair Serco Group PLC, from which John will retire on 31 December 2025

Previous relevant experience:

  • Non-Executive Director and Chair of the Audit Committee Majid Al Futtaim Holding LLC
  • Non-Executive Director and Chair of the Audit Committee Unilever plc
  • Non-Executive Director ABPA Holdings Limited (Associated British Ports)
  • Non-Executive Director and Chair of the Audit Committee Allied Domecq plc
  • Non-Executive Director and Chair of the Audit Committee ICA Gruppen AB
  • Non-Executive Director and Chair of the Audit Committee, then Chief Executive and Executive Director - Rolls Royce Group plc
  • President and Chief Executive Royal Ahold NV
  • Chief Financial Officer and Executive Director British Airways plc

Resolutions 5 to 12 (Directors seeking re-appointment)

In accordance with the UK Corporate Governance Code 2024 and the Company's articles of association, all currently serving Directors will retire and offer themselves for appointment or re-appointment by shareholders.

The Chair has confirmed that the Board has determined that each of the Non-Executive Directors is independent, continues to perform effectively and demonstrates commitment to their role, and that they are all influential individuals in their respective fields, backgrounds and countries. The Senior Independent Non-Executive Director and the other Non-Executive Directors are satisfied that the Chair is performing effectively and demonstrates commitment to his role, including commitment of time to Board and Committee meetings and his other duties.The Chair was considered to be independent on appointment as required by the UK Corporate Governance Code. The Board's balance of knowledge and skills, combined with their diversity and business experience, makes a major contribution to the proper functioning of the Board and its committees.

Biographical details of the Directors seeking re-appointment can be found on pages 78 and 79 of the Annual Report for the year ended 30 June 2025 and in Appendix B to this notice. These include details of the strengths of each Director, which demonstrate that each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Copies of the Directors' service contracts (or, where appropriate, letters of appointment) are available for inspection during normal business hours at the Company's registered office on any business day, and will be available at the place where the AGM is being held from at least 15 minutes prior to, and during, the AGM.

Resolution 13 (re-appointment of auditor)

At each general meeting at which the accounts are laid before the members, the Company is required to appoint an auditor to serve until the next such meeting. The Audit Committee has assessed the effectiveness of PricewaterhouseCoopers LLP and recommends re-appointment. PricewaterhouseCoopers LLP has agreed to continue as the Company's auditor in respect of the financial year ending 30 June 2026.

Resolution 14 (remuneration of auditor)

This resolution authorises the Board, acting through the Audit Committee, to determine the remuneration of the Company's auditor.

Resolution 15 (political donations and political expenditure)

Under section 366 of the Act, the Company is required to seek shareholders' authority for any political donations and/or political expenditure made by the Company in the UK. At the AGM held on 26 September 2024, the Board was granted authority to make such political donations and/or incur such political expenditure, capped at £100,000.

Within the UK, it has been the Company's long-standing practice not to make payments to political parties and the intention is that this will remain the case. However, the legislation is very broadly drafted and may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform, and matching employees' donations to certain charities.

The group has not given any money for political purposes in the UK during the year. Our US based subsidiary, Diageo North America, Inc., made contributions solely at its own discretion to non-UK political candidates and committees in the United States, where it is common practice to do so. Contributions of approximately \$1.36 million (2024: \$1.1 million) were made by Diageo North America, Inc. during the financial year to US state and local candidates and committees, consistent with applicable laws. Additionally, our Australian based subsidiary made contributions, solely at its own discretion, totalling approximately \$0.01 million (2024: \$0.01 million).

The US contributions reflect no endorsement of a particular political party, and contributions were made with the aim of promoting a better understanding of our business and our views on commercial matters, as well as a generally improved business environment.

To avoid inadvertent infringement of applicable regulations in the UK, the Board has decided to continue to seek shareholders' authority for political donations and political expenditure in the UK in case any of the Company's normal activities are caught by the legislation. The authority sought would again be capped at £100,000. This authority will expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution).

The Board will continue to seek to renew this authority at each AGM, in accordance with current best practice.

Resolution 16 (authority to allot shares)

At the AGM held on 26 September 2024, shareholders gave authority to the Board, which will expire at the conclusion of this year's AGM, to allot a maximum of £214,425,736 in nominal value of ordinary shares and any securities convertible into ordinary shares. Resolution 16 replaces the authority granted in 2024 and would allow the Board to allot ordinary shares, or to grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £214,666,136 (representing approximately 741,886,166 ordinary shares).

This amount represents approximately one-third of the Company's issued share capital (excluding treasury shares) as at 3 September 2025, being the latest practicable date prior to publication of this Notice (the 'Latest Practicable Date').

The authority sought under this resolution will expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution). The Board will continue to seek to renew this authority at each AGM, in accordance with current best practice.

The Board has no present intention to exercise the authority sought under Resolution 16, except to satisfy options under the Company's share option plans (where relevant).

As at the Latest Practicable Date, 206,766,620 ordinary shares are held by the Company in treasury (representing approximately 9.29% of the total issued share capital (excluding treasury shares) of the Company).

Resolution 17 (adoption of the Diageo 2025 Share Value Plan)

The Diageo plc 2017 Share Value Plan (the 'Existing Plan') will expire on 20 September 2027. In anticipation of the expiry of the Existing Plan, the Board is proposing the adoption of the Diageo 2025 Share Value Plan (the 'Plan'), which is substantially the same as the Existing Plan. A summary of the Plan is set out in Appendix A on page 21 of this Notice.

Resolution 18 (disapplication of pre-emption rights)

This resolution would give the Board the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first having to offer them to existing shareholders in proportion to their existing shareholdings.

This authority would be limited to allotments of new ordinary shares or sales of treasury shares, for cash, under Resolution 16 in connection with pre-emptive offers, or to allotments of equity securities in connection with the Company's employee share plans and the Company's employee share plans for joint ventures in which the group participates, or otherwise to allotments or sales of up to an aggregate nominal amount of £32,199,920 (representing approximately 111,282,923 ordinary shares), which is equivalent to just less than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at the Latest Practicable Date.

If the powers sought by Resolution 18 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022. The Board will continue to renew this authority at each AGM, in accordance with best practice.

This authority will expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution).

Resolution 19 (authority to purchase own ordinary shares)

At the AGM held on 26 September 2024, the shareholders granted authority for the Company to buy up to a maximum of 222,316,603 of its own ordinary shares in the market.

This resolution renews and replaces that authority and would allow the Company to buy back up to 222,565,850 ordinary shares (i.e. approximately £64,399,840 in nominal value) in the market, representing just less than 10% of the issued ordinary share capital (excluding treasury shares), of the Company at the Latest Practicable Date.

At the Latest Practicable Date, the Company had no outstanding options to subscribe for ordinary shares.

The resolution sets out the lowest and highest prices that the Company can pay for the ordinary shares, the lowest price being the nominal value of an ordinary share and the highest price being the higher of:

  • a. 5% above the average market value of the Company's ordinary shares for the five business days preceding the day of purchase; and
  • b. the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out.

This authority will expire at the conclusion of next year's AGM (or, if earlier, 15 months from the passing of this resolution). Any buyback would be by market purchases through the London Stock Exchange and/or other relevant markets or exchanges. Any ordinary shares so purchased would be either held as treasury shares or cancelled. In the period from 26 September 2024 to the Latest Practicable Date, no ordinary shares have been purchased and cancelled under the existing authority.

The Board would only authorise such purchases after careful consideration, taking account of other investment opportunities, appropriate gearing levels, the overall financial position of the group and whether the effect would be an increase in earnings per share and in the best interests of shareholders generally.

Resolution 20 (adoption of new articles of association)

The purpose of Resolution 20 is to adopt amended articles of association of the Company (the 'New Articles') to replace the existing articles of association which were adopted on 28 September 2023 (the 'Current Articles'). On 6 January 2025 the Company announced the launch of an asset reunification programme in partnership with AssetTrace+ with the aim of reuniting shareholders who have become disconnected from their Diageo shareholding and have unclaimed dividends as a result. Following the launch of the asset reunification programme, it is proposed that the New Articles are adopted to amend the provisions relating to untraced shareholders (being shareholders who, during a twelve-year period, have at least three unclaimed cash dividends and who have not otherwise been in communication with the Company).

Under the Current Articles, the Company has the right to sell the shares of an untraced shareholder if, following the relevant twelve-year period referred to above, a notice has been sent to their last known address, and a further three-month period has elapsed during which the untraced shareholder has not been in communication with the Company. This right will remain the same under the New Articles. However, under the Current Articles, following any such sale, the Company is required to hold the net proceeds as debtor to the untraced shareholder for a further six-year period. It is proposed that this is amended under the New Articles, such that the net proceeds, as well as any uncashed or unclaimed dividends or other sums in respect of the relevant shares, would immediately belong to the Company to use as the Board thinks fit.

The proposed amendments are to align with current market practice, and are designed to provide the Company with greater flexibility and reduce the administrative burden in dealing with the shares and unclaimed dividends and other sums of untraced shareholders.

If this resolution is passed, the New Articles will be adopted as the articles of association of the Company with effect from the passing of this resolution.

Resolution 21 (reduced notice of a general meeting other than an AGM)

In accordance with the Act, the notice period for general meetings (other than AGMs) is 21 clear days unless a shorter notice period is approved by shareholders via special resolution. The Company would like to have the ability to call general meetings (other than an AGM) on less than 21 clear days' notice. As in previous years, Resolution 21 seeks such approval.

The Company confirms that the shorter notice would not be used as a matter of routine but only in exceptional circumstances where the flexibility is merited by the nature of the business of the meeting and is thought to be in the interests of shareholders as a whole. In accordance with the Act, the Company would offer the facility for members to vote by electronic means at any such meeting.

Additional information for those entitled to attend the AGM

Attending, voting and asking questions

    1. Only holders of ordinary shares on the Register as at close of business on Tuesday, 4 November 2025 (or, in the event of any adjournment, the date which is two days before the time of the adjourned meeting, provided that no account shall be taken of any part of a day that is not a working day) are entitled to attend, speak and/or vote at the AGM. Such shareholders can vote in respect of the number of shares registered in their names at that time, but any subsequent changes to the Register shall be disregarded in determining rights to attend and vote.
    1. Shareholders wishing to attend the AGM electronically and participate via the Lumi platform should use the meeting ID 100-146-408-354, their unique 11-digit Investor Code ('IVC'), and their PIN. Your PIN will be the last 4 digits of your IVC. Full instructions on how to participate electronically can be found on pages 27 to 29.
    1. If you wish to attend the AGM physically, you are asked to register your intention to attend by emailing [email protected] by Tuesday, 4 November 2025. 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. Notice of the business to be transacted at such a rearranged meeting will not be required.
    1. Any shareholder attending the AGM, either physically or electronically, has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on the Company's website (www.diageo.com) in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
    1. Shareholders wishing to attend the AGM physically may be required to comply with security arrangements or restrictions as may be reasonably considered appropriate by the Company, which may include a bag check. Unacceptable behaviour on the part of any shareholder attending the AGM will not be tolerated and the Chair has the right to deal with such behaviour as appropriate.
    1. Shareholders participating electronically will also have the opportunity to ask questions at the AGM either by submitting their question via the Lumi platform or orally by telephone. Shareholders can also submit their questions relating to the business of the meeting in advance of the AGM by sending an email to [email protected] by no later than close of business on Tuesday, 4 November 2025. Questions received by email will be addressed and answered subject to the points in (a), (b) and (c) in note 4 above in the manner considered most appropriate by the Company given the nature of the question, which is expected to be either by reply email or answered at the AGM itself. Shareholders wishing to follow up on any answers to questions asked prior to or at the AGM can contact the Company at [email protected].
    1. Voting at the meeting will be conducted by way of a poll and for those attending the meeting in person, electronic voting handsets will be provided. The Chair will provide instructions on how to use the devices, and there will be on-site assistance throughout the meeting.

Appointment of proxies

    1. Any shareholder entitled to attend, speak and vote is entitled to appoint one or more proxies to exercise all or any of their rights to attend the AGM and to speak and vote on their behalf. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a shareholder of the Company. Any shareholder submitting a proxy is encouraged to consider appointing the Chair of the AGM, rather than some other named person, as their proxy as this will ensure that their votes are counted.
    1. You can find a Form of Proxy to make an appointment and give proxy instructions on the Company's website (www.diageo.com) or you can request a copy from the Registrar at the address below. To be effective, the duly completed Form of Proxy, 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 The Registrar, MUFG Corporate Markets, PXS 1, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL by 2.30pm on Tuesday, 4 November 2025 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day).
    1. Shareholders can vote electronically via the Investor Centre, which can be accessed at . To appoint a proxy electronically you will need your unique investor code as it appears on the Register (which can be found on either your share certificate, dividend confirmation or similar documentation as issued by the Registrar). You must use the electronic address specified for this purpose on the Company's website (please see '2025 Annual General Meeting' at www.diageo.com) and your appointment must reach the Registrar by 2.30 pm on Tuesday, 4 November 2025 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). Please note that any electronic communication that is found to contain a computer virus will not be accepted. Alternatively, shareholders can vote electronically via the Investor Centre app, which is a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

    1. If two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same AGM, the appointment of proxy which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. Participants in the Company's Employee Share Plans or holders of shares in the Computershare SPA should refer to notes 20 and 21.
    1. Unless voting instructions are indicated on the Form of Proxy, a proxy may vote or withhold their vote as they think fit on the resolutions or on any other business (including amendments to resolutions) which may come before the AGM. A vote withheld 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. The return of the Form of Proxy or the appointment of a proxy via the electronic voting section of the Company's website (www.diageo.com) or via CREST or Proxymity will not in itself prevent you from attending and voting in person. In the case of joint holders, any one holder may vote. If more than one holder is present at the AGM or purports to vote by proxy, only the vote of the senior will be accepted, seniority being determined by the order in which names appear on the Register.
    1. A shareholder must inform the Company in writing of any termination of the authority of a proxy.

Appointment of proxies through CREST

    1. CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy appointment service may do so in accordance with the procedures described in the CREST manual (available by logging in at www.euroclear.com). In order for a proxy appointment made through CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited specifications and must contain the information required for such instructions, as described in the CREST manual. The message must be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments as set out in note 9.
    1. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    1. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
    1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system provider are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

Voting using Proxymity

  1. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.30 pm on Tuesday, 4 November 2025 in order to be considered valid, or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding non-working days). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Participants in Diageo employee share plans or holders of shares in the Computershare SPA

    1. Participants in the Company's Employee Share Plans and/or holders of shares in the Computershare SPA should complete the Form of Direction received via email from [email protected].
    1. Those who are ordinary shareholders and participants in such plans and/or holders of shares in the Computershare SPA should complete both the Form of Proxy sent by post and the Form of Direction received via email. The votes of employees or former employees of the Company will be taken to include their Employee Share Plans and Computershare SPA shares together with holdings in their own name unless they notify the Registrar to the contrary at least 48 hours before the AGM.

Corporate representatives

  1. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same shares.

Nominated persons

    1. A copy of this Notice has been provided for information only to persons who have been nominated by a shareholder to enjoy information rights under section 146 of the Act ('Nominated Persons'). The statement of the rights of shareholders in relation to the appointment of proxies does not apply to Nominated Persons as those rights can only be exercised by members of the Company. However, a Nominated Person may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed as a proxy for the AGM or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.
    1. If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holdings (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Act, writes to you directly for a response.

Shareholders' rights

    1. Under section 527 of the Act, shareholders that meet the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (a) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous AGM at which annual accounts and reports were laid in accordance with section 437 of the Act.
    1. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required, under section 527 of the Act, to publish on a website.
    1. Any shareholder who has not otherwise received confirmation that their vote on the polls at the AGM has been validly recorded and counted and has no other reasonable means of confirming this, may, within 30 days from the date of the AGM, request information from the Company allowing them to confirm that their vote on the polls at the AGM has been validly recorded and counted, by using the contact details of the Registrar of the Company given in note 33 below.

Data protection

  1. The AGM may involve the processing of members' personal data by the Company. This includes all data provided by members, or on their behalf, which relates to them as members, including their names and contact details, the votes they cast and their Shareholder reference numbers. The Company and any third party to which it discloses members' personal data (including our Registrars and Lumi) may process this personal data in accordance with the Company's privacy policy for the purposes of compiling and updating the Company's records and fulfilling the Company's legal obligations. The Company's shareholder privacy statement is available online at www.diageoregistrars.com.

Result of AGM

  1. As soon as practicable following the AGM, the results of the voting at the AGM and the number of votes cast for and against and the number of votes withheld in respect of each resolution will be announced via a Regulatory Information Service and placed on the Company's website (www.diageo.com).

Electronic communications

    1. Any electronic address provided either in this Notice or any related documents (including the Chair's letter and Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.
    1. Diageo encourages you to receive communications and documents electronically, by registering your email address at www.diageoregistrars.com. You will be sent an email letting you know that your shareholder documents will be available on the Company's website (www.diageo.com) for you to view or download.

Information on website

    1. A copy of this Notice and other information required by section 311(A) of the Act can be found at the Company's website (www.diageo.com).
    1. The Diageo plc report and accounts for the year ended 30 June 2025 can be viewed at, or downloaded from, the Company's website (www.diageo.com) or a copy requested by writing to the Registrar at the MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling +44 (0) 371 277 1010, or by emailing [email protected].

Issued share capital

  1. The Company's issued share capital at the Latest Practicable Date was 2,432,425,127 ordinary shares, including ordinary shares held as treasury shares. As at the Latest Practicable Date, the Company held 206,766,620 ordinary shares as treasury shares, representing approximately 9.29% of the Company's issued share capital (excluding treasury shares) as at that date. As at the Latest Practicable Date, the total number of voting rights in the Company was therefore 2,225,658,507.

Display documents

    1. Copies of service contracts between the executive Directors and the Company and letters of appointment of the non-executive Directors are available for inspection at the registered office of the Company during normal business hours on any weekday (Saturday, Sunday and UK public holidays excluded). These documents will also be available at the physical place of the AGM and on the Lumi platform 15 minutes prior to the AGM until the conclusion of the AGM.
    1. The proposed New Articles marked up to show all proposed changes and a clean version of the New Articles will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturday, Sunday and UK public holidays excluded) https://www.diageo.com/en/investors/shareholder-centre/agm. The proposed New Articles (and a version highlighting the proposed changes) will also be available at the physical place of the AGM and on the Lumi platform 15 minutes prior to the AGM until the conclusion of the AGM and on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanismfrom the date of posting of this Notice.
  • The draft Plan rules are available for inspection at the registered office of the Company during normal business hours on any weekday (Saturday, Sunday and UK public holidays excluded). The draft Plan rules will also be available at the physical place of the AGM and on the Lumi platform 15 minutes prior to the AGM until the conclusion of the AGM and on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/ nationalstoragemechanism from the date of posting of this Notice.

Notifiable Interests

  1. Pursuant to UK Listing Rule 6.6.6(1) the table below sets out the interests (in respect of which transactions are notifiable to the Company under Article 19 of the Market Abuse Regulation) of each director serving as at the Latest Practicable Date.
Director Ordinary shares
beneficially
owned
Unvested share
options subject
to performance
in ordinary
shares
Unvested
shares subject
to performance
in ordinary
shares
Unvested
shares not
subject to
performance in
ordinary shares
Nik Jhangiani 73,765 115,796 157,968 121,513
Sir John Manzoni 5,004
Susan Kilsby 2,600
Melissa Bethell 2,668
Karen Blackett CBE 702
Julie Brown 2,700
Valérie Chapoulaud-Floquet 2,224
Ireena Vittal
  1. In accordance with the Disclosure and Transparency Rules (DTR) 5.1, the Company is required to disclose where it has been notified of interests in the Company's total voting rights. Save as disclosed in the Annual Report for the year ended 30 June 2025, there have been no further notifications of substantial interests (3% or more) in the Company's ordinary share capital (voting securities) made to the Company nor has the Company been notified of any other substantial interests in its securities as at the Latest Practicable Date.

APPENDIX A

Summary of the Diageo 2025 Share Value Plan

The following is a summary of the principal features of the Diageo 2025 Share Value Plan (the 'Plan'), which operates within the United States Internal Revenue Code 1986 ("Code"), as amended. The Plan replaces the Diageo plc 2017 Share Value Plan (the "Existing Plan") which will expire on 20 September 2027 but without substantive changes to the terms or operation of the Existing Plan.

Eligibility

Employees of Diageo North America, Inc. and other subsidiaries of Diageo in the USA as selected by the Board from time to time will be eligible to participate in the Plan, provided that they meet certain requirements.

Operation

The Plan provides a tax efficient method of saving for employees in the USA combined with an option to buy American Depositary Shares ('ADS') representing Ordinary Shares in the Company ('Options'). Each participant will be entitled to participate in the Plan on the same basis. Once participants have elected the total annual amount they wish to save, funds are collected on a monthly basis through payroll for one year, following the end of which Options will be exercised by the trustee of the Plan acquiring ADSs on behalf of the participants.

Acquisition of Shares

Subject to shareholder approval of the Plan, it is proposed that the first grant of Options will be made in 2026. No Options may be granted more than ten years after the Plan is approved by shareholders. Options under the Plan are personal to the participants, may not be transferred except on death and are not pensionable.

The fair market value of ADSs granted to any participant in any year under the Plan and any other employee stock purchase plans (within the meaning of the Code) may not exceed the limit permitted by the relevant tax legislation or whatever limit the Company sets (which will not exceed the limit set by the relevant tax legislation). The current limit under the Plan is \$25,000 per annum, determined at the time of grant.

Acquisition Price

The subscription price of ADSs purchased on exercise of Options under the Plan will be not less than the lower of 85% of the closing price for such ADSs as reported on the New York Stock Exchange on the (i) trading day immediately before the date of grant of the Options and (ii) last trading day of the calendar year following the year in which the Options were granted, or such longer period up to 27 months as determined by the Board.

Limits of the Plan

The Plan is subject to the following limits:

In any ten year period, the number of the Company's shares which may be issued under the Plan, and under any employees' share scheme established by the Company, may not exceed 10% of the ordinary share capital of the Company in issue (excluding treasury shares) from time to time.

In addition, the number of shares that can be issued under the Plan during its life will be 2,800,000 ordinary shares.

Leavers

If a participant leaves employment as a result of retirement, disability, redundancy or their employer no longer being part of the Company's group, they may elect within three months from the date they leave to bring their option to an end or to exercise their option on the normal exercise date.

If a participant leaves employment as a result of death, their personal representatives may elect within three months from the date of the participant's death to bring their option to an end or to exercise their option on the normal exercise date.

If a participant leaves employment for any other reason, their option will lapse and the savings held for them shall be returned (unless the Board determines otherwise).

Corporate events

In the event of a change of control of the Company, the participant can elect whether to continue to save or receive a settlement amount in cash.

Variation of capital

In the event of any variation in the shares of the Company, the Board may make such adjustments as it considers appropriate to the number of ADSs under option and the subscription price.

Amendments

The Board may at any time amend the Plan provided that any such changes do not cause the Plan to fail to comply with the requirements for employee stock purchase plans under the Code or any other requirement of applicable law or regulation.

The prior approval of the Company in general meeting must be obtained for any amendment (a) as required by the Code or (b) to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining employee's entitlement to, and the terms of, ADSs provided under the Plan, and the adjustments that may be made in the event of any variation of share capital. Minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain favourable tax, exchange control or regulatory treatment for employees, the Company or any subsidiary of the Company, do not require the approval of the Company in general meeting.

APPENDIX B Biographies of the Directors standing for re-appointment

Sir John Manzoni, Chair of the Board of Directors, Chair of the Nomination Committee

Nationality: British

Appointed: Chair and Chair of the Nomination Committee: February 2025 (Appointed Non-Executive Director: October 2020).

Key strengths: Has strong commercial executive experience as a former CEO in the energy sector and non-executive board level experience, including in the alcoholic beverage industry, as well as more recent expertise in public policy and government affairs.

Current external appointments: Chair, SSE plc; Non-Executive Director, KBR Inc.

Previous relevant experience: Chair, Atomic Weapons Establishment; Chief Executive of the Civil Service and Permanent Secretary of the Cabinet Office, HM Government; President and Chief Executive Officer, Talisman Energy Inc; Chief Executive, Refining & Marketing, BP p.l.c.; Chief Executive, Gas & Power, BP p.l.c.; Non-Executive Director, SABMiller plc.

Nik Jhangiani, Interim Chief Executive Officer, Chair of the Executive Committee

Nationality: American/British

Appointed: Interim Chief Executive Officer and Chair of the Executive Committee: July 2025 (Appointed Chief Financial Officer and Executive Director: September 2024).

Key strengths: Has many years' finance experience in roles in the United Kingdom, Europe, India, Africa and the United States, including 20 years in various chief financial officer roles, having spent most of his career in consumer and beverage industries.

Previous relevant experience: Chief Financial Officer, Coca-Cola Europacific Partners; Chief Financial Officer and SVP, Coca-Cola Enterprises; Chief Financial Officer, Europe, Coca-Cola European Partners; Group Chief Financial Officer, Bharti Enterprises; Chief Financial Officer, Coca-Cola Hellenic Bottling Company; Group Financial Director for Nigeria, Colgate Palmolive.

Susan Kilsby, Senior Independent Director, Chair of Remuneration Committee, Member of Audit Committee, Member of Nomination Committee

Nationality: American/British

Appointed: Senior Independent Director: October 2019 (Appointed Non-Executive Director: April 2018 and Chair of the Remuneration Committee: January 2019).

Key strengths: Brings wide-ranging corporate governance and board-level experience across a number of industries, including a consumer goods sector focus, with particular expertise in mergers and acquisitions, corporate finance and transaction advisory work.

Current external appointments: Non-Executive Chair, Fortune Brands Innovations, Inc.; Vice Chair and Senior Independent Director, Unilever PLC; Non-Executive Director and Chair of Talent and Remuneration Committee, COFRA Holding AG; Member and Chair of Remuneration Committee, the Takeover Panel.

Previous relevant experience: Senior Independent Director and Chair of Remuneration Committee, BHP Group Plc, BHP Group Limited; Senior Independent Director, BBA Aviation plc; Chair, Shire plc; Chair, Mergers and Acquisitions EMEA, Credit Suisse; Non-Executive Director, Goldman Sachs International, Keurig Green Mountain, L'Occitane International, Coca-Cola HBC, NHS England.

Melissa Bethell, Non-Executive Director, Member of Audit Committee, Member of Nomination Committee, Member of Remuneration Committee

Nationality: American/British

Appointed: Non-Executive Director: June 2020.

Key strengths: Has extensive international corporate and financial experience, including in relation to private equity, financial sectors, strategic consultancy and advisory services, as well as having strong non-executive experience at board and committee levels across a range of industries, including retail, consumer goods and financial services.

Current external appointments: Non-Executive Director, Tesco PLC, Exor N.V.; Senior Independent Director, Ocean Outdoor plc; Senior Advisor, Atairos Europe.

Previous relevant experience: Managing Director and Senior Advisor, Private Equity, Bain Capital; Non-Executive Director, Atento S.A., Worldpay plc, Samsonite S.A.

Karen Blackett, Non-Executive Director, Member of Nomination Committee, Member of Remuneration Committee

Nationality: British

Appointed: Non-Executive Director: June 2022.

Key strengths: Brings expertise in marketing, media and the creative industries, as well as broad experience in public policy and strategic initiatives through a number of different government, industry and public bodies.

Current external appointments: Chancellor, University of Portsmouth; Founding Trustee, BEO (Black Equity Organisation); Non-Executive Director, British Fashion Council, HM UK Government Foreign Commonwealth and Development Office.

Previous relevant experience: UK President, WPP plc; UK Race Equality Business Champion, HM UK Government; Business Ambassador, Department for International Trade, Chairwoman; MediaCom UK & Ireland; Chief Executive Officer, GroupM UK, MediaCom UK; Chief Operations Officer, MediaCom EMEA; Marketing Director, MediaCom; UK Country Manager, WPP plc; Non-Executive Director, The Pipeline, Creative UK.

Julie Brown, Non-Executive Director, Chair of Audit Committee, Member of Nomination Committee

Nationality: British

Appointed: Non-Executive Director and Chair of the Audit Committee: August 2024.

Key strengths: Has extensive experience in financial, commercial and strategic roles in international companies operating in highly regulated industries, in both executive and non-executive capacities, including in her current role as Chief Financial Officer of a pharmaceuticals company.

Current external appointments: Chief Financial Officer and Executive Director, GSK plc; Patron, Oxford University Women in Business; Member, Business Advisory Board to the Mayor of London; Member, CFO Leadership Network, Accounting for Sustainability (part of the King Charles III Charitable Fund Group of Companies).

Previous relevant experience: Chief Operating and Financial Officer and Executive Director, Burberry Group plc; Non-Executive Director and Chair of the Audit Committee, Roche Holding AG; Group Chief Financial Officer and Executive Director, Smith & Nephew plc; Various senior commercial, strategy and finance roles including Interim Group Chief Financial Officer, AstraZeneca PLC.

Valérie Chapoulaud-Floquet, Non-Executive Director, Member of Nomination Committee, Member of Remuneration Committee

Nationality: French

Appointed: Non-Executive Director: January 2021.

Key strengths: Brings strong experience and expertise in the luxury consumer goods sector, having spent her career in the industry working in a number of international markets, including developed and emerging markets, and as a former CEO in the premium drinks industry.

Current external appointments: Non-Executive Director, Lead Independent Director and Chair of Governance Committee, Danone S.A.; Non-Executive Director, Acné Studios A.B., Agrolimen S.A., Nextstage S.C.A.; Vice Chair, Sofisport.

Previous relevant experience: Chief Executive Officer, Rémy Cointreau S.A.; President and CEO for the Americas; President and CEO for North America; President South Europe, Louis Vuitton, LVMH Group; President and CEO, Louis Vuitton Taiwan, LVMH Group; President, Luxury Product Division for the USA, L'Oréal Group; Non-Executive Director, Jacobs Holding AG.

Ireena Vittal, Non-Executive Director, Member of Audit Committee, Member of Nomination Committee

Nationality: Indian

Appointed: Non-Executive Director: October 2020.

Key strengths: Brings a wealth of FMCG experience from a career in executive consulting with a focus on consumer sectors and emerging markets, including India, as well as broad experience in non-executive board roles in the UK and India.

Current external appointments: Non-Executive Director, Maruti Suzuki India Limited, Asian Paints Limited; Director and Advisory Board member, UrbanClap Technologies India Private Limited; Advisory Board Member, Russell Reynolds Associates.

Previous relevant experience: Head of Marketing and Sales, Hutchinson Max Telecom; Partner, McKinsey and Company; Non-Executive Director, Wipro Limited, Housing Development Finance Corporation Limited, Titan Company Limited, Tata Global Beverages Limited, GlaxoSmithKline Consumer Healthcare, Godrej Consumer Products Limited, Compass Group PLC.

Shareholder guide to attending the AGM electronically

If you choose to attend the AGM electronically, you will be able to view a live webcast of the meeting, view presentation slides, ask questions in writing and submit your votes in real time. If you have a question you wish to ask orally, you may do so via telephone as explained further below.

Access to the meeting will be available from 1.30 pm on Thursday, 6 November 2025, although the voting functionality will not be enabled until the Chair of the meeting declares the poll open.

Lumi is compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC or smartphone device.

During the AGM, you must be connected to the internet at all times in order to participate fully in the AGM. It is your responsibility to ensure connectivity for the duration of the AGM.

Meeting ID: 100-146-408-354 | To login you will need your Investor Code

Accessing the AGM

Joining as a shareholder

If you are a shareholder and wish to attend the AGM electronically, you should:

    1. Visit www.meetings.lumiconnect.com.
    1. When prompted, you should enter the meeting ID: 100-146-408-354.
    1. To enter as a shareholder, select 'I have a login'.
    1. You will be prompted to enter your unique 11-digit Investor Code ('IVC') including any leading zeros, and your PIN. Your PIN will be the last 4 digits of your IVC. Once authenticated as a shareholder, you will be taken to the Home Screen.

Your IVC can be found on your share certificate, dividend confirmations or similar documentation as issued by the Registrar. It can also be obtained by accessing your online account at www.diageoregistrars.com under 'Manage your account'. You can also obtain this by contacting MUFG Corporate Markets, our Registrar, by calling +44 (0) 371 277 1010.

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Attendance via proxy or corporate representative

If you wish to appoint a proxy (other than the Chair of the meeting) and for them to attend the electronic meeting on your behalf, please submit your proxy appointment in the usual way and contact MUFG Corporate Markets on +44 (0) 371 277 1010 in order to obtain their IVC and PIN.

It is suggested that you do this as soon as possible and in any case at least 48 hours (excluding non-working days) before the meeting.

Attendance by shareholders whose shares are held within a nominee

If your shares are held within a nominee (excluding the Computershare SPA) and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to MUFG Corporate Markets as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can provide your unique IVC and PIN to enable you to attend the meeting electronically.

Holders of shares in the Computershare SPA who wish to attend the electronic meeting should contact [email protected] by Thursday, 23 October 2025, to obtain your IVC and PIN to enable you to access the meeting electronically.

Joining as a guest

Guests can attend the AGM electronically, but will not be permitted to ask questions or vote at the meeting. To attend as a guest, you should:

    1. Visit https://www.meetings.lumiconnect.com.
    1. When prompted, you should enter the meeting ID: 100-146-408-354.
    1. Select 'I am a guest'. You will then be prompted to enter your title, first name, last name and email address.

Voting at the AGM

Once the Chair of the meeting opens voting on all resolutions, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed. To vote, simply select the option that corresponds with how you wish to vote, "FOR", "AGAINST" or "WITHHELD".

Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure at the end of the meeting.

Asking questions at the AGM

Any shareholder or proxy can ask a question either in writing using the Lumi platform or by putting their question live to the Board via telephone. To do this via the Lumi platform, select the messaging icon on the navigation bar, type your question at the top of the screen and submit this by clicking on the arrow icon to the right of the text box. To ask a question via telephone, dial the telephone number which will be available on the Lumi platform once you have joined as a shareholder.

Questions submitted via the Lumi platform will be moderated before being put to the Chair of the meeting to avoid repetition and to ensure that the questions relate to the business being dealt with at the AGM. Any shareholders whose questions are not answered at the AGM will be provided with a response following the meeting.

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Diageo plc

16 Great Marlborough Street London W1F 7HS United Kingdom T: +44 (0)20 7947 9100 www.diageo.com Registered in England No. 23307

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