1 October 2014
USL Annual General Meeting: Board Appointments
Diageo today issued the following summary of the board appointments announced by United Spirits Limited ("USL") after its annual general meeting held on 30 September 2014.
The following were appointed or re-appointed to the board of USL at its annual general meeting: Mr Anand Kripalu (CEO and Diageo-nominated director); Dr Vijay Mallya (non-executive director nominated by United Breweries (Holdings) Limited ("UBHL")); and Mr Sudhakar Rao, Mr D. Sivanandhan and Dr Indu Shahani (all as independent non-executive directors). The following, who were not subject to appointment or re-appointment at the USL AGM, continue on the USL board: Mr Paul Walsh (non-executive director nominated by Diageo), Mr Ravi Rajagopal (non-executive director nominated by Diageo) and Mr P.A. Murali (CFO and Diageo-nominated director).
Following a reduction in its shareholding in USL, UBHL is no longer entitled to recommend an independent director to the USL board under the shareholders agreement between the Diageo group and the UBHL group (the "Shareholders Agreement"). The composition of the USL board following the annual general meeting reflects this change.
UBHL remains entitled under the Shareholders Agreement to nominate one director to the USL board subject to it continuing to hold at least 1,307,950 shares in USL and Dr Mallya continuing to control UBHL. Diageo's contractual obligations to support Dr Mallya continuing as non-executive director and chairman of USL are subject to these conditions as well as the absence of certain defaults by UBHL or Dr Mallya.
Dr Mallya remains UBHL's nominated director and therefore, in accordance with the terms of the Shareholders Agreement, Diageo voted in favour of the resolution at the USL AGM to re-appoint Dr Mallya as a director of USL.
Diageo is the majority shareholder in USL with a 54.78% interest and continues to be entitled under the Shareholders Agreement to appoint its nominees to the roles of CEO and CFO of USL, as well as to nominate and recommend directors to the USL board subject to the overall composition of the USL board meeting the applicable requirements of Indian law and regulation.
Ends
Contacts
Investor enquiries to: Catherine James +44 (0) 20 8978 2272
Pier Falcione +44 (0) 20 8978 4838
Colette Wright +44 (0) 20 8978 1380
[email protected]
Media enquiries to: James Crampton +44 (0) 20 8978 4613
Victoria Ward +44 (0) 20 8978 4353
[email protected]
Editor notes
The Shareholders Agreement was entered into as part of the transaction announced on 9 November 2012 and came into effect on 4 July 2013 when Diageo completed the acquisition of its initial 25.02% shareholding in USL. The principal provisions of the Shareholders Agreement were summarised in Diageo's announcement of that transaction.
About Diageo
Diageo is a global leader in beverage alcohol with an outstanding collection of brands across spirits, beer and wine categories. These brands include Johnnie Walker, Crown Royal, JεB, Buchanan's, Windsor and Bushmills whiskies, Smirnoff, Cîroc and Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and Guinness.
Diageo is a global company, and our products are sold in more than 180 countries around the world. The company is listed on both the London Stock Exchange (DGE) and the New York Stock Exchange (DEO). For more information about Diageo, our people, our brands, and performance, visit us at www.diageo.com. Visit Diageo's global responsible drinking resource, www.DRINKiQ.com, for information, initiatives, and ways to share best practice.
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