Diageo PLC — AGM Information 2011

Oct 19, 2011

Company Number: 23307

THE COMPANIES ACTS 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS (except resolutions comprising ordinary business)

Of

Diageo plc

Passed on 19 October 2011

At the ANNUAL GENERAL MEETING of the above-named Company duly convened and held at The Institution of Engineering and Technology, Savoy Place, London, WC2R 0BL on Wednesday, 19 October 2011, the following Resolutions were duly passed:

ORDINARY RESOLUTION - Authority to make political donations and/or to incur political expenditure in the European Union ('EU')

On the proposal of the Chairman IT WAS RESOLVED as an ORDINARY RESOLUTION THAT in accordance with sections 366 and 367 of 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 hereby authorised to:

• 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 £200,000 in total;
• 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 £200,000 in total; and
• c) incur political expenditure (as defined in section 365 of the Act) not exceeding £200,000 in total;

in each case during the period beginning with the date of passing this resolution and ending at the end of next year's AGM or on 31 December 2012, whichever is the sooner 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 £200,000.

SPECIAL RESOLUTION - Reduced notice of a general meeting other than an annual general meeting

On the proposal of the Chairman IT WAS RESOLVED as a SPECIAL RESOLUTION THAT a general meeting of the company, other than an AGM, may be called on not less than 14 clear days' notice.

Certified a true copy

J NICHOLLS Deputy Company Secretary Diageo plc