Diageo : Notice of Annual General Meeting

Notice of Annual General Meeting 2023

This document is important and requires your immediate attention. If you have any doubts about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional independent adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares, please pass this document and its enclosures to the stockbroker or other agent through whom the sale was effected, for transmission to the purchaser or transferee.

Dear Shareholder

The following document gives notice that the Annual General Meeting ('AGM') of Diageo plc (the 'Company') will be held at etc.venues St Paul's, 200 Aldersgate, London EC1A 4HD on Thursday, 28 September 2023 at 2.30 pm. As noted below, the AGM will be held as a hybrid meeting with the ability of shareholders to participate and attend the AGM electronically or in person.

As always, your vote is important to us and we encourage you to vote by completing and submitting a proxy form or by voting electronically in accordance with the instructions on pages 13 to 15.

Arrangements for the AGM

As was the case last year, we will be holding this year's AGM as a hybrid, combined physical and electronic meeting, enabling shareholders to attend the AGM in person or electronically. Those attending electronically will be able to participate in the AGM, submit questions and vote on resolutions without being physically at the meeting via a live webcast using the Lumi platform.

We encourage shareholders who cannot or do not wish to attend the meeting in person to participate in the AGM through the online Lumi platform, which can be accessed by following the instructions on pages 26 to 28. Shareholders attending the meeting electronically will be able to view me, the Chief Executive, the Chief Financial Officer, other Directors and the Company Secretary conduct the business of the meeting and can submit questions and vote during the meeting as if they were attending in person. We are also providing a telephone line as detailed on page 28 to enable shareholders to ask questions of the Board relating to the business of the meeting orally during the AGM. Shareholders will also be able to submit such questions in advance of the AGM by sending them via email to [e-mail].

If you wish to attend the AGM in person, you are requested to register your intention to attend by emailing [e-mail] by Tuesday, 26 September 2023.

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Voting at the AGM

Voting at the AGM will be by way of poll rather than on a show of hands. This is a more transparent method of voting as shareholder votes are counted according to the number of shares held and will help to ensure an exact and definitive result. The poll will be conducted using electronic devices at the physical meeting and shareholders and proxies attending the meeting electronically will be able to vote live on all resolutions using the Lumi platform.

If you will not be participating in the meeting in person or electronically or otherwise wish to vote in advance, you may appoint a proxy as further detailed on pages 13 to 15. Those submitting a proxy are encouraged to consider appointing the Chairman of the meeting, rather than some other named person, as their proxy. This will ensure that your vote is counted.

Recommendation

The Board considers that the resolutions contained in this Notice are in the best interests of your Company and the shareholders as a whole and recommends that you vote in favour of them. The Directors intend to vote in favour of these resolutions in respect of their own beneficial holdings.

Yours sincerely

Javier Ferrán

Chairman

3 August 2023

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Notice is hereby given that the Annual General Meeting ('AGM') of Diageo plc (the 'Company') will be held at etc.venues St Paul's, 200 Aldersgate, London, EC1A 4HD on Thursday, 28 September 2023 at 2.30 pm. Shareholders are also permitted to participate in the AGM electronically, as described further below.

The business of the AGM will be to consider and, if thought fit, pass the following resolutions.

All resolutions will be proposed as ordinary resolutions, except for Resolutions 20 to 23 (inclusive), which will be proposed as special resolutions. Explanations of the resolutions are given on pages 7 to 12 of this Notice. Additional information for those entitled to attend the AGM can be found on pages 13 to 18. A guide on how to attend the AGM electronically can be found on pages 26 to 28.

Ordinary Resolutions

Report and accounts 2023

1. THAT the Directors' and Auditor's reports and the accounts for the year ended 30 June 2023 be received.

Directors' remuneration report 2023

1. THAT the Directors' remuneration report for the year ended 30 June 2023 be approved.

Directors' remuneration policy 2023

1. THAT the Directors' remuneration policy as set out on pages 132 to 138 of the Annual Report for the year ended 30 June 2023 be approved.

Adoption of the Diageo 2023 Long Term Incentive Plan

4. THAT the Diageo 2023 Long Term Incentive Plan (the 'DLTIP'), the principal terms of which are summarised in Appendix A to this AGM notice, and the rules of which are produced to the

meeting and initialled by the Chairman for the purposes of identification, be approved and the Directors be authorised to establish such schedules to the DLTIP as they may consider necessary in relation to employees outside the UK, with such modifications as may be necessary or desirable to take account of local tax, exchange control or securities law in overseas territories, provided that any shares made available under such schedules are treated as counting against the limits on individual and overall participation contained in the DLTIP.

Declaration of final dividend

5. THAT a final dividend be declared on the ordinary shares of 28 101⁄108 pence each ('ordinary share(s)') of 49.17 pence per ordinary share for the year ended 30 June 2023.

Directors' appointment and re-appointment

1. THAT Debra Crew be appointed as a Director.
2. THAT Javier Ferrán be re-appointed as a Director.
3. THAT Lavanya Chandrashekar be re-appointed as a Director.
4. THAT Susan Kilsby be re-appointed as a Director.
5. THAT Melissa Bethell be re-appointed as a Director.
6. THAT Karen Blackett be re-appointed as a Director.
7. THAT Valérie Chapoulaud-Floquet be re-appointed as a Director.

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1. THAT Sir John Manzoni be re-appointed as a Director.
2. THAT Alan Stewart be re-appointed as a Director.
3. THAT Ireena Vittal be re-appointed as a Director.

Re-appointment of auditor

16. THAT PricewaterhouseCoopers LLP be re-appointed as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which accounts are laid before the Company.

Remuneration of auditor

17. THAT the Board, acting through the Audit Committee, be authorised to determine the auditor's remuneration.

Authority to make political donations and/or to incur political expenditure

18. THAT, in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company be authorised to:

a. make political donations (as defined in section 364 of the Act) to political parties (as defined in section 363 of the Act) or independent election candidates (as defined in section 363 of the Act) not exceeding £100,000 in total;

b. make political donations (as defined in section 364 of the Act) to political organisations other than political parties (as defined in section 363 of the Act) not exceeding £100,000 in total; and

c. incur political expenditure (as defined in section 365 of the Act) not exceeding £100,000 in total,

in each case during the period beginning with the date of passing this resolution and ending at the conclusion of next year's AGM (or, if earlier, midnight on 27 December 2024), and provided that the aggregate amount of political donations and political expenditure so made and incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £100,000.

Authority to allot shares

19. THAT the Board be generally and unconditionally authorised in accordance with section 551 of the Act, in substitution for all subsisting authorities, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £216,729,334, such authority to apply until the conclusion of next year's AGM (or, if earlier, until midnight on 27 December 2024) save that under such authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of such an offer or agreement as if the relevant authority conferred hereby had not expired.

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Special Resolutions

Disapplication of pre-emption rights

20.THAT, if Resolution 19 is passed, in substitution for all subsisting authorities, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares of the Company held as treasury shares for cash,

in each case, as if section 561(1) of the Act did not apply to any such allotment or sale, such power to be limited:

a. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities:

1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits, exclusions or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter (including any matters arising by virtue of equity securities being represented by depositary receipts);

1. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount of £32,509,400; and
2. to the allotment of equity securities in connection with the Company's employee share plans and the Company's employee share plans for employees of joint ventures in which the Company

and/or any of its subsidiary undertakings (as defined in the Act) participates,

such power to apply until the conclusion of next year's AGM (or, if earlier, until midnight on 27 December 2024) save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities and/or sell treasury shares in pursuance of such an offer or agreement as if the relevant power conferred hereby had not expired.

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