Diageo PLC — AGM Information 2014

Sep 18, 2014

Company Number: 23307

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS (except resolutions comprising ordinary business)

of

Diageo plc

Passed on 18 September 2014

At the ANNUAL GENERAL MEETING of the above-named Company duly convened and held at The Mermaid Conference & Events Centre, Puddle Dock, Blackfriars, London EC4V 3DB on Thursday, 18 September 2014, the following Resolutions were duly passed:

ORDINARY RESOLUTION - Directors' remuneration policy

THAT the Directors' remuneration policy as set out on pages 65 to 70 of the Diageo plc report and accounts for the year ended 30 June 2014 be approved.

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

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 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 £100,000 in total: and

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

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 passing this resolution and ending at the end of next year's AGM or on 17 December 2015, 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 £100,000.

ORDINARY RESOLUTION - Adoption of the Diageo 2014 Long Term Incentive Plan

THAT the Diageo 2014 Long Term Incentive Plan (the 'DLTIP'), the principal terms of which are summarised in the Appendix to this AGM notice, and the rules of which are produced to the meeting and initialled by the Chairman for the purposes of identification, be approved and the Directors be authorised to establish such schedules to the DLTIP as they may consider necessary in relation to employees outside the UK, with such modifications as may be necessary or desirable to take into account of local tax, exchange control or securities law in overseas territories, provided that any shares made available under such schedules are treated as counting against the limits on individual and overall participation contained in the DLTIP.

Certified a true copy

gce

J NICHOLLS Deputy Company Secretary Diageo plc