Diageo PLC — Remuneration Information 2015

Sep 4, 2015

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RNS Number : 1577Y

Diageo PLC

04 September 2015

TO:      Regulatory Information Service

RE:      Paragraph 3.1.4 of the Disclosure and Transparency Rules

The notifications listed below were received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

Diageo plc (the "Company") announces that it received the following notifications

on 4 September 2015 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 3 September 2015, under the Diageo Share Incentive Plan (the "SIP"), a HMRC tax qualified plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries:

Name of Director	No. of Ordinary Shares
D Mahlan	175

Name of PDMR	No. of Ordinary Shares
N Blazquez	175
D Cutter	175
C Lambkin	175
A Manz	175
S Moriarty	175
L Wood	175

The Ordinary Shares were awarded at no cost to Plan participants ("Freeshares"), to a value based on a percentage of the participant's salary on 30 June 2015 and the Company's profits for the financial year ended 30 June 2015, 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 period of three years after the award date.

2.   the PDMR shown below, together with other eligible employees, was awarded Ordinary Shares on 3 September 2015, under the Diageo Irish Profit Sharing Scheme (the "Irish Profitshare"), an Irish Revenue approved profit sharing plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries:

Name of PDMR	No. of Ordinary Shares
J O'Keeffe	526

The Ordinary Shares were awarded at no cost to Plan participants ("Profit Shares"), to a value based on a percentage of the participant's salary on 30 June 2015 and the Company's profits for the financial year ended 30 June 2015, subject to a maximum per Irish Profitshare participant of €12,700 in value per tax year. Profit Shares are awarded annually and cannot normally be disposed of for a period of two years after the award date.

3.   the directors and PDMRs shown below were granted the following options over Ordinary Shares or American Depositary Shares ("ADS")*, on 3 September 2015, under the Company's 2014 Long Term Incentive Plan, adopted by the Company on 30 July 2014 ("DLTIP"): 

Name of Director	No. of Ordinary Shares
D Mahlan	140,515
	No. of ADS
I Menezes	49,825

Name of PDMR	No. of Ordinary Shares
N Blazquez	70,666
D Cutter	46,240
S Fischer	45,088
A Kripalu	21,645
C Lambkin	44,880
A Manz	41,413
S Moriarty	50,666
J O'Keeffe	39,583
L Wood	49,333
	No. of ADS
B Franz	14,270
A Gavazzi	13,439
J Kennedy	13,658
S Saller	13,374

Each option was granted at a price of £17.09 per Ordinary Share (or $104.93 per ADS) and is exercisable between 3 September 2018 and 2 September 2025, subject to the satisfaction of performance criteria.

For directors, the Ordinary Shares and ADSs received on the exercise of each option are subject to a retention period of two years during which time the director may not normally transfer, assign or otherwise dispose of the Ordinary Shares or ADSs.

4.   the directors and PDMRs shown below were granted the following conditional awards over Ordinary Shares or ADS, on 3 September 2015, under the DLTIP: 

Name of Director	No. of Ordinary Shares
D Mahlan	140,515
	No. of ADS
I Menezes	49,825

Name of PDMR	No. of Ordinary Shares
N Blazquez	63,600
D Cutter	41,616
S Fischer	40,579
A Kripalu	19,583
C Lambkin	40,392
A Manz	37,272
S Moriarty	45,600
J O'Keeffe	35,625
L Wood	44,400
	No. of ADS
B Franz	12,843
A Gavazzi	12,095
J Kennedy	12,292
S Saller	12,036

Each conditional award will vest in September 2018 subject to the satisfaction of performance criteria.

Each conditional award carries a right to receive, on vesting, an amount linked to dividends paid on the Ordinary Shares (or ADSs) subject to the conditional award.

For directors, the Ordinary Shares and ADSs received on the vesting of each conditional award are subject to a retention period of two years during which time the director may not normally transfer, assign or otherwise dispose of the Ordinary Shares or ADSs.

5.   the PDMRs shown below acquired an interest over the following Ordinary Shares on 3 September 2015 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 Shares	Maximum percentage vesting in 2018	Maximum percentage vesting in 2019
L Wood	30,719	50%	50%
	No. of ADS
B Franz	6,223	50%	50%
A Gavazzi	8,577	50%	50%

As a result of the above awards of Ordinary Shares under the SIP the interests of those directors and PDMRs in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) are as follows:

Name of Director	No. of Ordinary Shares
D Mahlan	280,767 (of which 137,626 are held as ADSs)

Name of PDMR	No. of Ordinary Shares
N Blazquez	79,618
D Cutter	12,106
C Lambkin	285
A Manz	22,376
S Moriarty	42,554
J O'Keeffe	9,816
L Wood	4,731

The interests in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) of the remaining PDMRs are unchanged.

*1 ADS is the equivalent of 4 Ordinary Shares.

C Matthews

Assistant Company Secretary

4 September 2015

This information is provided by RNS

The company news service from the London Stock Exchange

END

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