Diageo PLC — AGM Information 2017

Sep 20, 2017

Company Number: 23307

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS (except resolutions comprising ordinary business)

of

Diageo plc

Passed on 20 September 2017

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, 20 September 2017, 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 19 December 2018), 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 plc 2017 Share Value Plan

THAT the Diageo plc 2017 Share Value Plan, the main features of which are summarised in Appendix 1 on page 10 of the AGM notice, and a copy of the rules of having been produced to the meeting and initialled by the Chairman for the purposes of identification, be hereby approved and adopted and the Board be hereby authorised to do all acts and things which it considers necessary or desirable to carry the same into effect.

Certified a true copy

J NICHOLLS Deputy Company Secretary, Diageo plc