Diageo PLC — Proxy Solicitation & Information Statement 2020

Aug 21, 2020

00/000000 MR / MRS / MS A N OTHE R HOUSE NAME OR NUMBER STREET ROAD OR OTHER ANY TOWN / CITY ANY COUNTY POSTCODE

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Contact the Registrar:

www.diageoregistrars.com Email: Diageo@linkgroup.co.uk

0371 277 1010

FREEPOST SAS, 34 Beckenham Road, BR3 9ZA, UK

PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF

Business Reply Plus Licence Number RLUB – TBUX – EGUC

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Form of Proxy (A) Letter of Direction (B) and (C)

You may appoint a proxy electronically instead of using this form – see 'Electronic Voting' on the home page of the company's website (www.diageo.com).

PLEASE NOTE:

You may, if you prefer, return the proxy form in a sealed envelope. Postage in the UK will be paid by the company if you address the envelope to: FREEPOST PXS 1, 34 Beckenham Road, BR3 9ZA, UK. Please note that delivery using this service can take up to five business days.

(A) Shareholders

I/We being a member/members of Diageo plc hereby appoint the Chairman of the meeting/the following person (see note 1 below):

Name of proxy:
Number of ordinary shares appointed over (see note 2 below):

Please tick here to indicate that this proxy appointment is one of multiple appointments being made (see note 2 below):

as my/our proxy to attend, speak and vote for me/us on my/our behalf as indicated in the boxes below at the Annual General Meeting ('AGM') of the company to be held on Monday, 28 September 2020 and at any adjournment thereof. If no indication is given, I/we authorise my/our proxy to vote, or abstain from voting, at their discretion on the resolutions or on any other business (including amendments to resolutions) which may come before the AGM.

(B) Participants in Diageo Employee Share Plans

As a Diageo Employee Share Plan participant, I appoint and direct the respective Trustee to vote for me on any poll at the AGM and at any adjournment thereof.

Please tick this box if you are a Diageo Employee Share Plan participant:

(C) Holders of shares in the Diageo Sharestore ('Sharestore') As a holder of shares in the Sharestore, I appoint and direct the Sharestore nominee to vote for me on any poll at the AGM and at any adjournment thereof.

Please tick this box if you are a holder of shares in the Sharestore:

If you are a person described in (A) and/or (B) and/or (C), please indicate your voting instructions with an 'X' in the boxes below. If you are a member appointing a proxy and do not indicate how your proxy is to vote, your proxy will decide how votes are cast, whether or not to abstain from voting and how to act in relation to other business transacted at the AGM. If you are a participant in a Diageo Employee Share Plan or a holder of shares in the Sharestore and do not indicate how you wish your votes to be cast, they will not be counted.

To be valid, this completed proxy form (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) must reach Link Asset Services by 2.30 pm on Thursday, 24 September 2020.

Any Letters of Direction must reach the Registrar by 2.30 pm on Monday, 21 September 2020.

Please affix the required postage if you are returning this form from outside the UK or you are posting a copy printed from the company's website (www.diageo.com).

Explanatory notes for completing the Proxy Form

• 1. If you wish to appoint a person other than the Chairman, delete the words 'the Chairman of the meeting' and insert the name of the person you wish to appoint as your proxy in the space provided. A proxy need not be a member of the company. To ensure that your vote is counted, it is particularly important that you appoint the chairman of the AGM as your proxy as any other person who might be appointed will not be allowed access to the AGM.
• 1. You may appoint more than one proxy in relation to your shareholding provided that each proxy is appointed to exercise the rights attached to a different share or shares. You must complete separate proxy forms for each proxy appointed. The proxy form is available on the company's website (www.diageo.com) or you may photocopy this form. Photocopies may only be used in respect of the same registered shareholder name (and designated account as applicable) as it appears on the original form. Alternatively, proxy forms are available from the Registrar, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF. Please indicate in the box beneath the proxy's name, the number of shares in respect of which the relevant proxy is authorised to act on your behalf. If the box beneath the proxy's name is left blank, your proxy will be deemed to be authorised in respect of all shares (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Please tick the box provided to indicate if you are appointing multiple proxies. All forms must be signed and should be returned together in one envelope to the address on the back of this proxy form (reply paid in the UK).
• 1. Please see the Notice of AGM for further advice on how to appoint/instruct proxies via CREST or Proxymity.
• 1. A corporation must execute this form under its common seal or under the hand of an authorised officer or attorney. Please see the Notice of AGM for further advice on corporate representatives.
• 1. In the case of joint holders, any one holder may sign this form. If more than one proxy form isreceived in respect of a joint holding, only the vote of the senior will be accepted, seniority being determined by the order in which names appear on the Register.
• 1. Completion of this form or any CREST proxy instruction will not preclude a member from attending and voting in person. However, as explained in the Notice of AGM and overleaf, you should not attempt to attend the AGM in person as you will not be permitted entry.
• 1. Voting at this year's AGM will be by way of poll, using a poll card.
• 1. The 'Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Withheld' vote is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
• 1. Please note that any electronic address given herein may only be used for the limited purposes specified and not for any more general purpose of sending documents or information (whether relating to proceedings at the AGM, proxies or otherwise) to the company by electronic means.

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[NAME TO BE INSERTED]

Resolutions

An explanation of the resolutions is given in the Notice of AGM. The numbers in brackets after Directors' names denote membership of Board and other committees as follows: 1: Audit 2: Executive 3: Nomination and 4: Remuneration. * chairman of committee

Ordinary resolutions	For	Against Withheld
1. Report and accounts 2020
2. Directors' remuneration report 2020
3. Directors' remuneration policy 2020
4. Declaration of final dividend
5. Election of Melissa Bethell (1,3,4) as a director
6. Re-election of Javier Ferrán (3*) as a director
7. Re-election of Susan Kilsby (1,3,4*) as a director
8. Re-election of Lady Mendelsohn (1,3,4) as a director
9. Re-election of Ivan Menezes (2*) as a director
10. Re-election of Kathryn Mikells (2) as a director
11. Re-election of Alan Stewart (1*,3,4) as a director
12. Re-appointment of auditor
13. Remuneration of auditor
14. Authority to make political donations and/or to incur political expenditure
15. Authority to allot shares
16. Amendment of the Diageo 2001 Share Incentive Plan
17. Adoption of the Diageo 2020 Sharesave Plan
18. Adoption of the Diageo Deferred Bonus Share Plan
19. Authority to establish international share plans
Special resolutions
20. Disapplication of pre-emption rights
21. Authority to purchase own ordinary shares
22. Reduced notice of a general meeting other than an AGM
23. Approval and adoption of new articles of association
24. 2019 Share buy-backs and employee benefit and share ownership trust transactions

Signature Date

Impact of Covid-19 on the Annual General Meeting

The health of our shareholders, employees and other stakeholders is of paramount importance to us. The continuing Covid-19 situation has meant that planning for this year's AGM has not been straightforward given the need to have a safe and secure meeting and because of the limits implicit in applicable restrictions and relevant guidance on public gatherings and social distancing. In light of the current situation and the guidance that we have received, we have decided, in line with recent UK legislation on holding company meetings during the Covid-19 pandemic and our articles of association, that this year's AGM will be convened with a minimum quorum of shareholders (which will be comprised of Diageo's management) in order to conduct the functional business of the AGM.

Therefore, the AGM will be held as a closed meeting and, sadly, we will be unable to welcome shareholders to our AGM in the usual way. Accordingly, shareholders (and any appointed proxies (other than the Chairman of the AGM) or corporate representatives) will not be granted access to the AGM in person. Given this, we strongly urge shareholders to vote by proxy on the resolutions in the Notice of AGM as early as possible and we recommend shareholders appoint the Chairman of the AGM as their proxy. To ensure that your vote is counted, it is particularly important that you appoint the Chairman of the AGM as your proxy as any other person who might be appointed will not be allowed access to the AGM.

In light of the above, we are establishing an alternative way for shareholders to ask questions of the Board. To that end, shareholders who wish to ask a question of the Board relating to the business of the meeting can do so by sending an email to agm.2020@diageo.com. Please see page 19 of the Notice of AGM for further information in this regard. We will also arrange for a presentation from our Chief Executive to be made available on www.diageo.com at around the time of the AGM.

We will continue to monitor closely any developments relating to the current outbreak of Covid-19, including the related public health guidance and legislation issued by the UK Government. Should it become necessary or appropriate to revise the current arrangements for the AGM, details of any such changes will be made available on www.diageo.com and will also be the subject of public announcement as appropriate. We will also make such other updates as may be required by our articles of association.

Please refer to the Notice of AGM for further information.