Diageo PLC — Capital/Financing Update 2014

Sep 22, 2014

EXECUTION VERSION

Final Terms dated 19 September 2014

DIAGEO plc
(Incorporated with limited liability in England and Wales with registered number 23307)
as Issuer and Guarantor

DIAGEO FINANCE plc
(Incorporated with limited liability in England and Wales with registered number 213393)
as Issuer

DIAGEO CAPITAL B.V.
(Incorporated with limited liability in the Netherlands with registered number 34196822 and having its corporate seat in Amsterdam) as Issuer

Programme for the
Issuance of Debt Instruments
Series No: 2014/1
Guaranteed by DIAGEO plc
(to be consolidated, become fungible and form a single series with the EUR 850,000,000 1.125 per cent.
Instruments due 2019 issued on 20 May 2014 (the "Original Instruments"))
under the Programme for Issuance of Debt Instruments

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 9 May 2014 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a Member State of the European Economic Area) (the "Prospectus Directive"). This document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the Guarantor and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and during normal business hours at Lakeside Drive, Park Royal, London NW10 7HQ.

1. (i) Issuer: DIAGEO FINANCE plc
   (ii) Guarantor DIAGEO plc

2. (i) Series Number: 2014/1
   (ii) Tranche Number: 2
   (iii) Date on which the Instruments will be consolidated and form a single Series:
   The Instruments will be consolidated and form a single Series with the Original Instruments on exchange of the Temporary Global Instrument for interests in the Permanent Global Instrument, as referred to in paragraph 21 below, which is expected to occur on or about 3 November 2014

3. Specified Currency or Currencies Euro ("EUR")

4. Aggregate Nominal Amount of Instruments

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(i) Series: EUR 1,350,000,000
(ii) Tranche: EUR 500,000,000

1. Issue Price: 101.754 per cent. of the Aggregate Nominal Amount plus accrued interest from and including 20 May 2014 to but excluding the Issue Date.

2. (i) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No notes in definitive form will be issued with a denomination above EUR 199,000.
   (ii) Calculation Amount: EUR 1,000

3. (i) Issue Date: 23 September 2014
   (ii) Interest Commencement Date: 20 May 2014

4. Maturity Date: 20 May 2019

5. Interest Basis: 1.125 per cent. Fixed Rate

6. Redemption/Payment Basis: Redemption at par

7. Change of Interest or Redemption Payment Basis: Not Applicable

8. Put/Call Options: Issuer Call

9. Date Board approval for issuance of Instruments and Guarantee obtained: Issuer: 11 September 2014

Guarantor: 30 July 2014 (Board meeting) and 11 September 2014 (Finance Committee)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Instrument Provisions: Applicable

(i) Rate of Interest: 1.125 per cent. per annum payable annually in arrear on each Interest Payment Date up to and including the Maturity Date
(ii) Interest Payment Date: 20 May in each year
(iii) Fixed Coupon Amount: EUR 11.25 per Calculation Amount
(iv) Day Count Fraction: Actual/Actual - ICMA
(v) Determination Dates: 20 May in each year
(vi) Relevant Currency: EUR

1. Floating Rate Instrument Provisions: Not Applicable

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1. Zero Coupon Instrument Provisions
   Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Call Option
   Applicable
   (i) Optional Redemption Date(s): On the date falling one-month prior to the Maturity Date
   (ii) Optional Redemption Amount(s) of each Instrument and method, if any, of calculation of such amount(s): EUR 1,000 per Calculation Amount plus accrued interest as set out in Condition 7.03
   (iii) Notice period: As set out in Condition 7.04

2. Put Option
   Not Applicable

3. Final Redemption Amount of each Instrument
   EUR 1,000 per Calculation Amount

4. Early Redemption Amount
   Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: As set out in Conditions 7.02 and 8.02

GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS

1. Form of Instruments
   Bearer Instruments
   Temporary Global Instrument exchangeable for a Permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the Permanent Global Instrument

2. New Global Note: Yes

3. Financial Centre(s) or other special provisions relating to payment dates: London

4. Calculation Agent
   Not Applicable

5. Talons for future Coupons to be attached to Definitive Instruments (and dates on which such Talons mature): No

DISTRIBUTION

1. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

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Signed on behalf of DIAGEO FINANCE plc:

By:

Duly authorised

Signed on behalf of DIAGEO plc:

By:

Duly authorised

Signature Page to Final Terms for 2019 Tranche 2 Instruments

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PART B - OTHER INFORMATION

1. LISTING
   (i) Listing
   London
   (ii) Admission to trading
   Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to trading on the London Stock Exchange plc's Regulated Market with effect from 23 September 2014. The Original Instruments have been admitted to trading on the London Stock Exchange plc's Regulated Market since 20 May 2014.
   (iii) Estimate of total expenses related to £3,650 admission to trading:

2. RATINGS
   Ratings:
   The Instruments to be issued have been rated:
   S & P: A-
   Moody's: A3
   Fitch: A-

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
   Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Instruments has an interest material to the offer.

The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuers and their affiliates in the ordinary course of business.

1. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
   Not Applicable

2. Fixed Rate Instruments only - YIELD
   Indication of yield:
   0.740 per cent.
   The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

3. OPERATIONAL INFORMATION
   ISIN Code:
   Until the Instruments are consolidated, become fungible with and form a single Series with the Original Instruments, the Instruments will have the temporary ISIN XS1112824633. After that, the Instruments will have the same ISIN as the Original Instruments, which is XS1069539374.

Common Code:
Until the Instruments are consolidated, become fungible with and form a single Series with the Original Instruments, the Instruments will have the temporary Common Code 111282463. After that, the Instruments will have the same Common Code as the Original

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Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

Intended to be held in a manner which would allow Eurosystem eligibility:

Instruments, which is 106953937.

Not Applicable

Delivery against payment

Not Applicable

Yes

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