Proxy Solicitation & Information Statement • Aug 23, 2024
Proxy Solicitation & Information Statement
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You may appoint a proxy electronically instead of using this form – see '2024 Annual General Meeting' on the home page of the company's website (www.diageo.com).
I/We being a member/members of Diageo plc hereby appoint the Chair of the meeting/the following person (see note 1 below):
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 Thursday, 26 September 2024 at 2.30 pm 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.
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:
As a holder of shares in the Computershare SPA, I appoint and direct the Computershare SPA 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 Computershare SPA:
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 Computershare SPA and do not indicate how you wish your votes to be cast, they will not be counted.
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.
| Ordinary resolutions | For | Against | Withheld | |
|---|---|---|---|---|
| 1 | Report and accounts 2024 | |||
| 2 | Directors' remuneration report 2024 | |||
| 3 | Declaration of final dividend | |||
| 4 | Appointment of Julie Brown (1*) as a Director | |||
| 5 | Appointment of Nik Jhangiani (2) as a Director | |||
| 6 | Re-appointment of Melissa Bethell (1,3,4) as a Director | |||
| 7 | Re-appointment of Karen Blackett (1,3,4) as a Director | |||
| 8 | Re-appointment of Valérie Chapoulaud-Floquet (1,3,4) as a Director |
|||
| 9 | Re-appointment of Debra Crew (2*) as a Director | |||
| 10 | Re-appointment of Javier Ferrán (3*) as a Director | |||
| 11 | Re-appointment of Susan Kilsby (1,3,4*) as a Director | |||
| 12 | Re-appointment of Sir John Manzoni (1,3,4) as a Director | |||
| 13 | Re-appointment of Ireena Vittal (1,3,4) as a Director | |||
| 14 | Re-appointment of auditor | |||
| 15 | Remuneration of auditor | |||
| 16 | Authority to make political donations and/or to incur political expenditure |
|||
| 17 | Authority to allot shares | |||
| Special resolutions | ||||
| 18 | Disapplication of pre-emption rights | |||
| 19 | Authority to purchase own ordinary shares | |||
| 20 | Reduced notice of a general meeting other than an AGM | |||
| Signature Date |
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 Group by 2.30 pm on Tuesday, 24 September 2024.
Any Letters of Direction must reach the Registrar by 2.30 pm on Thursday, 19 September 2024.
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).
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, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, UK. Please note that delivery using this service can take up to five business days.
The Annual General Meeting ('AGM') of Diageo plc will be held at 2.30 pm on Thursday, 26 September 2024 at: Hilton London Tower Bridge 5 More London Place Tooley Street London SE1 2BY
Registration will be open from 1:30 pm.
Please arrive at the venue in good time to facilitate registration.
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 via a stock exchange announcement, as required by our articles of association.
If you wish to attend the AGM, please bring this pass with you.
If you appoint a proxy, do not give this pass to your proxy.
On arrival at Hilton London Tower Bridge, please proceed to the Hotel Reception desk in the lobby.
The nearest station is London Bridge Rail and Underground station. From the rail station, exit onto Tooley Street, turn right and cross via the pedestrian cross walk onto More London. The hotel is on the right. The office building for EY is opposite the hotel.
From the Underground station, exit onto Tooley Street, turn right, walk approximately 2 mins to the pedestrian cross walk, cross onto More London. The hotel is on the right. The office building for EY is opposite the hotel.
Busses 47, 343, 381
If travelling eastbound, exit at Stop H (Hays Galleria)
If travelling westbound, exit at Stop S (London Bridge)
Car park: Nearest car park is Apcoa Car Park Weston Street, an approximate 6 min / 0.3 mile walk from the Hilton London Tower Bridge
The venue is accessible for shareholders with disabilities and an induction loop is available. Should further assistance be required on arrival, please speak to the Hotel Reception desk team in the lobby.

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