Diageo PLC — Remuneration Information 2014

Sep 5, 2014

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DIAGEO PLC - Director/PDMR Shareholding

PR Newswire

London, September 5

TO: Regulatory Information ServicePR NewswireRE: Paragraph 3.1.4 of the Disclosure and Transparency RulesThe notifications listed below were received under Paragraph 3.1.2 of theDisclosure and Transparency Rules.Diageo plc (the "Company") announces that it received notification on 4September 2014 that: 1. the director and Persons Discharging Managerial Responsibilities ("PDMRs") shown below, together with other eligible employees, were awarded ordinary shares of 28 101/108 pence each in the Company ("Ordinary Shares") on 4 September 2014, under the Diageo Share Incentive Plan (the "SIP"), an Inland Revenue approved plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries:Name of Director No. of Ordinary SharesD Mahlan 167Name of PDMR No. of Ordinary SharesN Blazquez 167A Fennell 167C Lambkin 110A Manz 167S Moriarty 167L Wood 167The Ordinary Shares were awarded at no cost to Plan participants("Freeshares"), to a value based on a percentage of the participant's salary on30 June 2014 and the Company's profits for the financial year ended 30 June2014, subject to a maximum per SIP participant of £3,000 in value per tax year.Freeshares are awarded annually and cannot normally be disposed of for a periodof three years after the award date. 2. the PDMRs shown below were granted the following options over Ordinary Shares or American Depositary Shares ("ADS")*, on 4 September 2014, under the Company's 2014 Long Term Incentive Plan, adopted by the Company on 30 July 2014 ("DLTIP"):Name of PDMR No. of Ordinary SharesN Blazquez 74,105D Cutter 47,539A Fennell 62,220S Fischer 28,190C Lambkin 46,140A Manz 34,060S Moriarty 50,475L Wood 48,937 No. of ADSA Gavazzi 12,488J Kennedy 12,488S Saller 12,488L Schwartz 13,466Each option was granted at a price of £17.88 per Ordinary Share (or $120.11 perADS) and is exercisable between 4 September 2017 and 3 September 2024, subjectto the satisfaction of performance criteria. 3. the PDMRs shown below were granted the following conditional awards over Ordinary Shares or ADS, on 4 September 2014, under the DLTIP:Name of PDMR No. of Ordinary SharesN Blazquez 63,633D Cutter 40,821A Fennell 53,428S Fischer 39,457C Lambkin 39,621A Manz 24,372S Moriarty 43,343L Wood 42,022 No. of ADSA Gavazzi 10,763J Kennedy 10,763S Saller 10,763L Schwartz 14,186Each conditional award will vest in September 2017 subject to the satisfactionof performance criteria.Each conditional award carries a right to receive, on vesting, an amount linkedto dividends paid on the Ordinary Shares (or ADSs) subject to the conditionalaward. 4. the PDMRs shown below acquired an interest over the following Ordinary Shares on 4 September 2014 by way of a one-off award under the DLTIP. There are performance conditions attached to the release of this award under the DLTIP, and the award will vest, subject to achievement of the performance conditions, as shown below.Name of PDMR No. of Ordinary Maximum percentage Maximum percentage Shares vesting in 2017 vesting in 2018N Blazquez 59,284 50% 50% No. of ADSJ Kennedy 9,990 50% 50%As a result of the above awards of Ordinary Shares under the SIP the interestsof those directors and PDMRs in the Company's Ordinary Shares and ADSs(excluding options, awards under the Company's LTIPs and interests as potentialbeneficiaries of the Company's Employee Benefit Trusts) are as follows:Name of Director No. of Ordinary SharesD Mahlan 228,696Name of PDMR No. of Ordinary SharesN Blazquez 68,603A Fennell 65,221C Lambkin 110A Manz 21,376S Moriarty 36,299L Wood 2,579The interests in the Company's Ordinary Shares and ADSs (excluding options,awards under the Company's LTIPs and interests as potential beneficiaries ofthe Company's Employee Benefit Trusts) of the remaining PDMRs are unchanged.*1 ADS is the equivalent of 4 Ordinary Shares.J NichollsDeputy Company Secretary

5 September 2014