Diageo PLC — AGM Information 2016

Sep 21, 2016

Company Number: 23307

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS (except resolutions comprising ordinary business)

of

Diageo plc

Passed on 21 September 2016

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 Wednesday, 21 September 2016, the following Resolutions were duly passed:

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 Companies Act 2006 ('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 conclusion of next year's AGM (or, if earlier, midnight on 20 December 2017), 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.

Certified a true copy

J NICHOLLS

Deputy Company Secretary Diageo plc