AGM Notice and resolution to purchase own shares

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Notice of Annual General Meeting 2020 and proposed resolution to purchase own shares

The Company announces that it has today made available to shareholders the Notice of Annual General Meeting 2020 (the "Notice") and the Form of Proxy/Letter of Direction for the Annual General Meeting.

The Company's 2020 Annual General Meeting ("AGM") will be held on Monday, 28 September 2020 at 2.30pm at the Company's registered office at Lakeside Drive, Park Royal, London NW10 7HQ.

In light of the continuing Covid-19 situation and in line with recent UK legislation on holding company meetings during the Covid-19 pandemic and the Company's articles of association, the AGM will be convened with a minimum quorum of shareholders (which will be comprised of Diageo's management) in order to conduct the functional business of the AGM.

The health of the Company's shareholders, employees and other stakeholders is of paramount importance and this is why the AGM will be held as a closed meeting. Accordingly, shareholders (and any appointed proxies (other than the chairman of the AGM) or corporate representatives) will not be granted access to the AGM in person. Given this, we strongly urge shareholders to vote by proxy on the resolutions in the Notice as early as possible and we recommend shareholders appoint the chairman of the AGM as their proxy. To ensure that shareholder's votes are counted, it is particularly important to appoint the chairman of the AGM as the proxy as any other person who might be appointed will not be allowed access to the AGM. Further details as to how to vote by proxy are contained in the Notice.

The Notice and the Form of Proxy/Letter of Direction are available to view on the Company's website at www.diageo.com and have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The display documents for the AGM are also available to view on the Company's website at www.diageo.com and hard copies of these documents are available for inspection at the registered office of the Company until the close of the AGM.

Information required under Listing Rule 12.4.4R

As noted in the Company's Annual Report for the year ended 30 June 2020, certain transactions related to purchases of its own shares conducted between 10 May 2019 and 9 August 2019 were made without sufficient available distributable profits and, accordingly, the relevant purchases were undertaken otherwise than in accordance with the Companies Act 2006 (the "Act").

In addition to customary AGM business, the Notice contains a proposed resolution, which, among other things, will, if passed, give the Board the authority to enter into two share buy-back deeds between the Company and each of Citigroup Global Markets Limited and UBS AG, London Branch under which the shares that were the subject of the earlier purported purchase will be acquired by the Company on the economic terms that were originally applicable and with no additional price payable by the Company. The entry by the Company into each of the share buy-back deeds requires shareholder approval as, for the purposes of the Act, they constitute off-market share purchase contracts.

Further details are contained in the Notice.

James Edmunds

Deputy Company Secretary

21 August 2020