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Diageo PLC

Proxy Solicitation & Information Statement Sep 30, 2025

5249_agm-r_2025-09-30_1551be86-f31f-4925-8624-ecf287674360.pdf

Proxy Solicitation & Information Statement

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Form of Proxy

You may appoint a proxy electronically instead of using this form – see '2025 Annual General Meeting' on the home page of the company's website (www.diageo.com).

Shareholders

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

Name of proxy:

Number of ordinary shares appointed over (see note 2 overleaf):

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

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, 6 November 2025 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.

Resolutions

An explanation of the resolutions is given in the Notice of AGM. Please mark 'X' to indicate how you wish to vote.

* Denotes special resolution

Ordinary resolutions For Against Withheld For Against Withheld
1 To receive the Annual Report for the year
ended 30 June 2025.
11 To re-appoint Sir John Manzoni as a director
of the Company.
2 To approve the Remuneration Report for
the year ended 30 June 2025.
12 To re-appoint Ireena Vittal as a director
of the Company.
3 To declare a final dividend of 62.98 cents
per ordinary share for the year ended
13 To re-appoint PricewaterhouseCoopers
LLP as auditor of the Company.
30 June 2025. 14 To authorise the Board to determine
4 To appoint John Rishton as a Director
of the Company.
the auditor's remuneration.
15 Authority to make political donations
5 To re-appoint Melissa Bethell as a Director and/or to incur political expenditure.
of the Company. 16 Authority to allot shares.
6 To re-appoint Karen Blackett as a Director
of the Company.
17 Adoption of the Diageo 2025 Share
7 To re-appoint Julie Brown as a Director
of the Company.
Value Plan.
18 Disapplication of pre-emption rights.*
8 To re-appoint Valérie Chapoulaud-Floquet
as a Director of the Company.
19 Authority to purchase own ordinary shares.*
9 To re-appoint Nik Jhangiani as a Director
of the Company.
20 Adoption of new articles of association.*
10 To re-appoint Susan Kilsby as a Director
of the Company.
21 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 MUFG Corporate Markets by 2.30 pm on 4 November 2025.

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).

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. Please note that delivery using this service can take up to five business days.

Explanatory notes for completing the Proxy Form

    1. If you wish to appoint a person other than the Chair, delete the words 'the Chair 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.
    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, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL. 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.

Admittance Pass

The Annual General Meeting ('AGM') of Diageo plc will be held at 2.30 pm on Thursday, 6 November 2025 at:

Convene at 133 Houndsditch

133 Houndsditch London EC3A 7DB

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.

    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. Holders of shares in the Computershare SPA should contact [email protected] by Thursday 23 October 2025 if they wish to attend the AGM.
    1. In the case of joint holders, any one holder may sign this form. If more than one proxy form is received 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 or Proxymity proxy instruction will not preclude a member from attending and voting in person.
    1. Voting at this year's AGM will be by way of poll.
    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.

How to get to Convene at 133 Houndsditch

On arrival at Convene at 133 Houndsditch, please proceed to the Reception desk in the lobby.

By rail or underground

The nearest rail station is Liverpool Street station. From the rail station, follow the signs for 'Way out 2 - Bishopsgate East via Subway'. You will exit on the eastern side of Bishopsgate. Turn left onto Bishopsgate and then turn left onto Houndsditch. Convene at 133 Houndsditch is on the left.

For the underground Central, Circle, Elizabeth, Metropolitan or Hammersmith & City lines to Liverpool street station. When you exit the station, turn right onto Liverpool Street. Turn right onto Bishopsgate and then turn left onto Houndsditch. Convene at 133 Houndsditch is on the left.

For the underground Northern and Waterloo & City lines to Bank station. Take Exit 3 out of the station to Threadneedle Street, continue onto Bishopsgate and turn right onto Camomile Street. Follow Camomile Street to the left which will lead onto Houndsditch. Convene at 133 Houndsditch is on the left.

By road

Buses 67, 254, N253, 115 and N551 to Aldgate Bus Station.

When you exit the station, turn left on Aldgate High Street and then turn right onto St Botolph Row walking past St Botolphs Aldgate. Turn left onto St Botolph Street and then turn right onto Houndsditch. Convene at 133 Houndsditch is on the right.

Car park: Nearest car park is Minories Car Park, an approximate 10 min / 0.5 mile walk from Convene at 133 Houndsditch.

Accessibility

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 Reception desk team in the lobby.

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