Diageo F13 Incentive Plans Senior Leaders

F13 INCENTIVE PLANS Senior Leaders

CONTENTS The Executive Reward Framework 04 Annual Incentive Plan (AIP)

05

Diageo Executive Long-Term Incentive Plan (DELTIP)

07

Performance Share Plan (PSP)

10

Shareholding requirement

12

Frequently asked questions

13

Appendix 1

16

Glossary of terms

17

This guide is for information only. It does not override the actual rules of the Share Plans and should not be interpreted as the rules of AIP. In the event of any conflict between this guide and any other Plan documentation relating to the Share Plans or AIP, then the other Plan documentation will be the authoritative source of information. The Chief Executive, or the Remuneration Committee where the Chief Executive is a participant in a Plan, has the final authority in relation to the operation and payout of the Plans, and their decisions will be final. This guide does not provide any advice on the merits of receiving a particular type of award or of buying or selling shares (which no employee or officer of Diageo or its subsidiaries is permitted to give by law).

03 This guide is for Senior Leaders who participate in our global executive incentive plans. Here you’ll find all the important information you need on your F13 incentive plans, and guidance on where you can find out more.

The performance of our people is critical to the success of our brands and the company.

The performance of our people is critical to the success of our brands and the company.

Our incentive plans, in turn, are designed to ensure we maintain momentum and focus on our priority business deliverables and, ultimately, encourage and reward superior performance in every part of Diageo.

Our incentive plans, in turn, are designed to ensure we maintain momentum and focus on our priority business deliverables and, ultimately, encourage and reward superior performance in every part of Diageo.

It is important that you understand this link and how you can contribute to the performance that we aspire to deliver.

Our executive incentive plans are designed to ensure that we are driving the individual and business performance that will support us to achieve our growth ambitions.

The plans provide a strong link to the results that you can directly influence.

Gareth Williams Global HR Director Diageo

The executive reward framework Market competitiveness Our executive reward frameworks are reviewed regularly to ensure they remain competitive. We benchmark our reward levels in each market against a strong peer group of companies with whom we compete for talent. Our aim is to reward employees competitively relative to the peer group in each market.

Our target position, for similar jobs and levels of skills and experience, is the market median of our peer companies for base salary, target cash compensation (base salary + bonus) and target direct compensation (base salary + bonus + long-term incentives).

The same approach is taken to benchmarking pensions and benefits to ensure they are similarly competitive with our peer competitors.

Pay for performance ‘Pay for performance’ is central to our executive reward framework. The Board of Directors sets stretching targets for the business and its leaders, which are designed to deliver shareholder value.

To achieve these targets and deliver performance requires exceptional business management and strategic execution. This approach to target setting reflects the aspirational performance environment that we want to create.

The structure of our executive incentive plans is designed to deliver high levels of reward if these demanding targets are achieved, as follows:

A significant proportion of total remuneration is linked to individual and business performance so that remuneration will increase or decrease in line with performance.

The annual incentive plan aims to reward the delivery of short-term financial and individual business outcomes.

Long-term incentive plans aim to reward long-term sustained performance and create alignment with the delivery of value for shareholders.

Internationally mobile executives Our executive population is located throughout our businesses across the globe. For the purposes of ongoing talent development and to facilitate global mobility, a common incentive structure applies to all executives regardless of physical location.

The market competitiveness of the reward package for mobile executives is determined by reference to an executive’s home country and our peer group of talent competitors in that country.

Individual performance plays an important role in determining an executive’s reward, impacting both base salary increases and the individual element of AIP, and is also an important factor in determining the level of long-term incentive awards.

Pay for performance means that we provide strong incentives for market leading performance that in turn delivers market leading reward.

All incentives are capped in order that inappropriate business risk-taking is neither encouraged nor rewarded.

For the Executive Committee and Senior Leaders, full participation in incentives is conditional upon building up a significant personal shareholding in the Company.

Executive reward framework at a glance PSP (SLs) • Alignment with shareholder interests • Long term value creation reflected in organic NSV growth, margin improvement, relative total shareholder return DELTIP • Alignment with shareholder interests • Long term value creation reflected in share price growth

We benchmark our reward levels in each market against a strong peer group of companies (with whom we compete for talent).

AIP target + • Delivery above target • Up to 3x target AIP target • Delivery of target business performance and individual business outcomes Competitive base salary, pension and benefits package • Market median against the companies with whom we compete for talent

05

AIP

Annual Incentive Plan How the plan works The AIP provides an annual cash incentive linked to the Annual Operating Plan (‘the plan’). Performance relative to the plan is measured through a variety of business performance measures and individual business outcomes (IBOs) which support the delivery of the plan. These business and individual performance measures directly link the achievement of short-term business goals with individual reward.

Target bonus opportunity You will have a ‘target opportunity’ expressed as a set percentage of salary which is your ‘on-target’ bonus.

Bonus payment cap The maximum bonus payable under the scheme is 3x your target opportunity.

Business performance measures A ‘business multiple’ is calculated for each part of the business and reflects performance against key measures relative to the annual operating plan.

These are: Net sales value (NSV) Operating profit (OP) Cash (split between year-end and average cash) Cost of goods sold per equivalent unit (COGS/Eu) – Global Supply only.

Market/country/region multiples (excluding Western Europe) There are three options1 to flex the weighting of business performance measures to suit individual market strategy. Option 1 will be the typical default.

NSV

Option

OP

Cash

1

20

40

20

2

30

30

20

3

40

20

20

1

Global supply multiple There is one structure for the global supply multiple.

Global Total Global Supply Diageo Supply COGS/ OP Cash Eu 30

Western Europe There is one structure for the Western Europe multiple.

NSV

OP

Cash

15

25

20

OP

Cash

30

30

20

Minimum performance The ‘cliff’ is set at the minimum level of performance needed to achieve a bonus on each business performance measure. Performance below this level will result in a multiple of 0x for that measure. See graph below.

Market supply multiple There is one structure for the market supply multiple.

Market Market Market NSV OP Cash 30

30

20

Performance above target The ‘interval’ determines the additional level of performance required above target to achieve a 2.0x or more payout on each business performance measure. The potential payout for each individual measure is uncapped, unless any one of the measures falls below 1.0x, in which case each individual measure will be capped at 3.0x.

Global Functions – Diageo multiple There is one structure for the Diageo multiple.

NSV

30

Delivering on-target performance A business multiple of 1.0x will usually be payable for delivering target for the full year for each business performance measure.

Weighting determined by the regional president.

Performance underpin If the minimum cliff level of performance for either NSV or OP is not achieved, then a zero payout will result for both performance measures. In these circumstances, the Incentive Review Committee (IRC) may determine that a payment should be made if a market performance review finds that there are genuine mitigating circumstances for the performance.

20

Business performance measures make up to 80% (depending on market) of the overall AIP calculation and are weighted as follows:

Illustration of cliff and intervals for cash measure Maximum

2x Interval Performance vs plan

The Annual Incentive Plan, or AIP, is designed to reward you for your personal performance against individual objectives and your contribution to the delivery of short-term business performance goals. The AIP is reviewed each year to ensure the plan remains an attractive incentive and is clearly aligned with the goals of our business and the interests of our shareholders.

Interval Target

Cliff

0x Payout multiple

0.5x

1.0x

2.0x

3.0x

AIP

Annual Incentive Plan (Continued) Individual Business Outcomes (IBOs) The remaining 20% (40% for Western Europe) of the AIP payment is based on performance against IBOs. You will have three IBOs which are outcome focused and support the delivery of the business plan. Payout against this element is capped at 3.0x.

How performance outcomes are assessed at year-end Business results are determined and preliminary business multiples are calculated for each part of the business.

After conducting a quality of earnings assessment, the IRC approves the year-end business multiples.

Line managers set IBOs in conjunction with their direct reports, with signoff by the ‘grandparent’ i.e. the line manager’s line manager.

Please be aware that any individual with “below expectations” as their P4G rating will have the business performance element of their AIP payment reduced.

Your achievement against your IBOs is determined by your line manager and approved by your ‘grandparent’.

Bonus payments are then made following the announcement of our annual results. All bonus payments are paid subject to the discretion of the Chief Executive.

How your bonus is calculated: Base salary Target opportunity

Governance – the Incentive Review Committee (IRC) The IRC includes a number of members of the Executive Committee and is accountable for governing the AIP for all L3, L2 and SL employees globally.

80%* business performance measures = business multiple

20%* IBO (x business multiple)

* The proportion of weighting for business performance measure and individual business outcomes may vary by market e.g. Western Europe 60% business performance/40% IBO.

Total AIP payment

07

DELTIP

Diageo Executive Long-Term Incentive Plan

The Diageo Executive Long-Term Incentive Plan is designed to align your interests with those of shareholders. All L4 and above employees in North America (L5 by exception) and all L3 and above employees in the rest of the world (L4 by exception) are eligible to participate in the plan.

How the plan works You are granted awards of shares in Diageo that can be in the form of either restricted stock units (RSUs) or share options, or a mixture of both. Awards are granted annually, normally in September. Interim awards may also be granted in March for exceptional reasons.

Under the DELTIP, you can indicate a preference for the proportion of your award that you would prefer to receive as options or RSUs during an open choice period.

There is no choice period for interim or exceptional DELTIP awards.

The options or RSUs will normally vest three years after they are granted – this is when they become available to you to realise their financial value. Once vested, RSUs are transferred directly to you; options, however, can be held for up to seven more years after vesting (i.e. 10 years after they are granted – the ‘exercise period’). The key features of options and RSUs are described later in this guide.

How your award is calculated Your line manager will propose a grant for you taking into consideration your cumulative performance history and your expected future value to Diageo.

The size of the grant made will depend on your target opportunity, expressed as a percentage of base salary (speak to your line manager if you are unsure what your target opportunity is).

You can be awarded up to 2x your target opportunity.

Your available choices between share options and RSUs You will be given the opportunity to indicate a preference to receive your award in the form of share options or RSUs, or a combination of both, from the following choices: Share options

RSUs

100%

0%

75%

25%

50%

50%

25%

75%

0%

100%

For F13, each RSU will equate to five share options.

Note: this conversion ratio is subject to annual review and may change.

The following key features of options and RSUs may help you to consider how you would prefer to receive your DELTIP award. Appendix 1 to this guide provides further factors for possible consideration.

You can indicate a preference for the proportion of your award that you would prefer to receive as options or RSUs.

DELTIP

Diageo Executive Long-Term Incentive Plan (Continued) Share options and RSUs – key features

Description

Share option

Restricted Stock Unit (Rsu)

A share option gives you the right to buy shares in the future at a price set when the option is granted (the ’grant price’).

A restricted stock unit (RSU) is an award over shares in the Company which gives you the right to receive Diageo shares at a future point in time.

The number of shares under a share option is set at the grant date.

The price at which you can buy the shares (the exercise price) is set at the grant date and determines how much the shares will cost you.

The number of shares under an RSU is set at the grant date.

RSUs have a value based on the share price on the date that the shares are released and/or sold. There is no exercise price.

What is the grant price?

The grant price determines the number of share options you will receive and is also the price at which you will be able to buy the shares in the future (the exercise price). It is calculated as the average of the Diageo closing share prices for the three trading days prior to the grant date.

The number of RSUs you receive is determined by the average of the Diageo closing prices for the three trading days prior to grant date and the conversion ratio (see below).

What is the ‘conversion ratio’ for RSUs?

n/a

This enables the calculation of an equivalent number of RSUs to options taking into account their different inherent value i.e. you receive the whole value of the share under an RSU award, but only the gain in share price between grant and exercise for options.

Currently, this ratio is five options to one RSU. This is reviewed annually to ensure it is broadly in line with the accounting value of both types of award.

Are performance conditions attached?

Normally there will be no performance conditions attached to share options.

Normally there will be no performance conditions attached to an RSU.

How much will the shares cost me?

The price at which you could buy the shares if you exercised your share options is the same as the grant price.

Unlike a share option, you do not have to buy the shares, so there is no cost to you.

Will I receive dividends?

Until you exercise a share option and the actual shares are transferred to you, you will not be entitled to receive dividends.

Until your award is released and the actual shares are transferred to you, you will not be entitled to receive dividends.

09

Share option

Restricted Stock Unit (Rsu)

Share options will normally vest on the third anniversary of the grant date; this is the earliest point at which they become available to you to be exercised. You normally have until the 10th anniversary of the grant date to exercise your share options and you can choose when you want to do this.

RSUs will normally vest on the third anniversary of the grant date and at that time will automatically transfer into your ownership – you do not have to do anything to make this happen.

Do I have to exercise my share option?

No, a share option provides you with an opportunity to buy shares in Diageo.

There is no obligation for you to exercise your share option.

n/a

What are they worth to me (value at exercise/vesting)

Value to you = the market price at exercise An RSU’s value is equal to the market price of a Diageo share. less the grant price (or exercise price). An option only has a gain when the Diageo share price is greater than the option’s grant price. The higher the share price is above the grant price, the greater the potential gain to you.

What is the tax position?

Taxes are normally payable by you: when you exercise your share options when you sell your shares.

Taxes are normally payable by you: when your RSUs are transferred to you when you sell your shares.

Please refer to the DELTIP tax guides available on www.mydiageoshares.com and/or your independent financial adviser to confirm your tax liabilities.

Please refer to the DELTIP tax guides available on www.mydiageoshares.com and/or your independent financial adviser to confirm your tax liabilities.

When do the share options and/or RSUs become available to me?

If the anticipated vesting date falls at a time when you are prevented from dealing in shares because of the Diageo If you are prevented from dealing in shares Dealing in Securities Code or any other law because of the Diageo Dealing in Securities or regulation, the vesting of your RSUs will be delayed until you are free to deal.

Code or any other law or regulation, you will be unable to exercise your share Transferred shares can either be held options until you are free to deal. or sold following release.

Purchased shares can either be held or sold following exercise.

How do I make my choice?

You can make your choice via the Diageo Shares website www.mydiageoshares.com . There are a number of factors you may wish to consider when making your choice; further information is available in Appendix 1.

There is no choice period for interim or exceptional DELTIP awards.

In some countries, for tax or legal reasons, the opportunity to choose between share options and RSUs may not be made available. You will be informed if this is the case.

Diageo will not provide advice regarding your choices. You should contact your independent financial adviser if you need guidance before making your decision.

Phantom DELTIP awards Phantom DELTIP awards are typically granted in countries where legal and tax restrictions have made the issue of shares to employees either impossible or impractical. If this applies to you, you will be notified separately.

A phantom DELTIP award mirrors a conventional award but does not give the right to acquire shares. Diageo will make an award of hypothetical share options and/or RSUs that increase or decrease in price in line with share price movements.

When phantom RSUs vest and upon exercising a phantom share option, the hypothetical stock will be settled as a cash payment to you. The proceeds of a phantom award will be subject to income tax and social security deductions in the normal way.

Legal notes Please refer to the document ‘DELTIP Country Specific Legal Riders’ for required legal information relating to the grant and exercise of options or RSUs in your jurisdiction.

PSP

Performance Share Plan

The Performance Share Plan provides you with the opportunity to receive shares in Diageo. The Plan is a long-term incentive and is designed to link your reward to performance measures that are aligned to our business strategy, and the delivery of superior returns to shareholders. Typically, Senior Leaders and the Executive Committee members are eligible to participate in the plan.

How the plan works You are granted a conditional award of shares that are released three years after they are awarded subject to meeting a performance condition that is set by the Remuneration Committee at the time of grant. The size of the grant made depends on your target opportunity (expressed

as a percentage of your base salary) and the average share price over the last 6 months of the financial year preceding the year in which the grant is made. The proportion of the initial award that is eventually released depends on the extent to which the performance condition is met.

The performance measures 1/3rd relative TSR

1/3rd organic OM improvement

Are there any other conditions?

You must be an employee of the Company on the day of release.

The Company’s underlying performance must be positive.

You must meet and maintain your shareholding requirement in order to receive the full target grant.

TSR ranking 1st, 2nd or 3rd

At the end of the performance period, each company’s TSR is measured and ranked. The proportion of the target award that is released is determined by our performance relative to the peer group, as illustrated by the following vesting schedule. We must outperform at least 50% of the peer group (median performance) before any of the award will be released.

Compound annual growth over 3 years

+

Relative to a selected peer group of companies over 3 years

% of award released 100

4th

95

5th

75

6th

65

7th

55

8th

45

9th

25

10th or below

Anheuser-Busch InBev, Brown-Forman, Carlsberg, Coca-Cola, Colgate Palmolive, Groupe Danone, Heineken, Heinz, Kraft, Nestle, PepsiCo, Pernod Ricard, Procter and Gamble, Reckitt Benckiser, SABMiller and Unilever.

1/3rd organic NSV growth

What are the performance measures?

Total shareholder return (TSR) is the change in value of a shareholder’s investment over a specified period of time. It is measured by calculating the changes in share price over time, assuming that all dividends and capital distributions are reinvested.

Diageo’s TSR is compared to the TSR of a selected peer group of companies.

TSR Peer Group

+

0

Cumulative growth over 3 years

11

Organic Net Sales Value (NSV) growth is already included as a measure in the short-term Annual Incentive Plan. Its inclusion now as a performance measure for the PSP underlines the importance of this measure to us for achieving long-term sustained organic NSV growth. It is calculated as the year-on-year increase of sales after deducting excise duties on a constant currency basis and excluding the impact of acquisitions, disposals and the adoption of new accounting policies.

Organic Operating Margin (OM) improvement is a business imperative as it is a measure of the efficiency of investments made to deliver top line growth. It encompasses the key levers available to management, including price, mix, marketing and overhead investments as well as the manufacturing cost base, and is a straightforward measure for evaluating return on top line performance for a given period and over time. It is calculated as a ratio of operating income (net sales less cost of sales, less marketing expenses, less overheads and other operating costs) divided by net sales, presented in percent.

Performance underpin Before any of the award is released, the Remuneration Committee must be satisfied that there has been an underlying improvement in our financial performance over the three years of the performance period. Additionally, a minimum level of performance in each financial measure (NSV and OM) must be achieved in order to release the portion of the award determined by the other financial measure.

What the awards are worth The actual value you receive will depend on the extent to which the performance condition is met and the Diageo share price at the time the shares are released.

Clawback With effect from F13, PSP awards will be subject to a clawback condition.

This new condition enables the Remuneration Committee to exercise their discretion to reduce unvested awards in exceptional circumstances that could include a material restatement to the accounts, a material failure in risk management or in a participant’s conduct resulting in material reputational damage to the Company.

The PSP performance condition is designed to align senior management reward with the Company’s medium-term strategic goals.

Shareholding requirement Your shareholding requirement strengthens the alignment between your interests and the interests of our shareholders.

As part of a balanced reward framework, the shareholding requirement gives confidence to our shareholders that our most senior employees are appropriately incentivised to make decisions, for both the short and long-term, that add value for our shareholders’ benefit as well as for personal reward.

To whom the shareholding requirement applies The shareholding requirement applies to the Executive Directors, Executive Committee and all Senior Leaders.

Shareholdings that qualify for the shareholding requirement The following categories of shareholdings qualify for the shareholding requirement:

How your requirement is calculated The minimum required shareholding is approved by the Remuneration Committee and is expressed either as a percentage of salary or as a fixed number of shares. The following table outlines the various shareholding requirements:

Diageo shares held directly by you, or in nominee account(s), on behalf of you, your spouse and/or minor children.

CEO

300% of salary

CFO

250% of salary

Executive Committee US

250% of salary

Executive Committee UK

175% of salary

Senior Leaders US

4,000 ADSs

Senior Leaders UK

7,500 Ordinary Shares

The level of shareholding requirement is linked to the level of share-based incentives that you receive. The shareholding requirement for CEO, CFO and Executive Committee is calculated based on the actual salary at 30 June and the average share price for the preceding financial year e.g. the 2010 shareholding requirement will be based on the 30 June 2009 salary and the F09 average share price.

Base salary Shareholding X on 30 June requirement % Average share price for previous financial year

=

No. of shares required

North American employees only: Diageo shares held by you in 401(k) plans.

UK/ROW employees only: Diageo shares that you, your spouse and/or minor children hold in single company Personal Equity Plans and ISAs Shares that you hold in the Company’s Share Incentive Plan.

Purchased shares are immediately eligible, matching and free shares are only eligible if held for more than three years.

Period over which you can progressively build your shareholding You are expected to progressively build your shareholding over a five year period from your appointment at the relevant level. This time period will give you the opportunity to use the first three releases of share incentive awards at that level to help towards achieving your shareholding requirement.

February 2009: promotion/hire date September 2009

1st award

September 2010

2nd award

September 2011

3rd award

September 2012

4th award

1st release

September 2013

5th award

2nd release

September 2014

6th award

3rd release

November 2014: 1st shareholding requirement.

13

FAQs

Frequently asked questions Annual Incentive Plan FAQs What happens if I leave the Company for reasons other than resignation?

If you cease to be an employee due to retirement, ill health, injury, disability, redundancy, or the Company or business for which you work is transferred out of the Diageo group, you will receive a pro-rated bonus payment reflecting the length of time that you were employed by the Company during the financial year and your performance against your IBOs up to your leaving date.

What happens if I resign?

If you resign from the Company and leave prior to the financial year end you will forfeit any AIP payment for that financial year. If you resign from the Company and leave after the completion of the financial year end but before the AIP payment date you will receive your bonus payment for the preceding financial year.

What happens if I move to a different role (at the same level) during the year?

If you move roles during the year there may be a change to your business multiple and IBOs. You should ensure that the business multiple that applies to your new role and your new IBOs are confirmed to you prior to starting your new role.

This will help you to engage in the achievement of the business and individual performance measures that are critical for success in your new role. Your bonus payment at year end will reflect the business performance outcomes for both your old and new business multiples on a pro-rata basis and your IBO performance across the full year.

What do I do if I think my business multiple is not correct?

Contact your line manager and/or HR Business Partner as soon as possible because it is not possible to change business multiples retrospectively at the end of the year.

What if I don’t understand what I can do to influence AIP outcomes?

Speak to your line manager and/or HR Business Partner. Everyone should understand how their individual and team performance can impact business performance outcomes and AIP payments.

Diageo Executive Long Term Incentive Plan (DELTIP) FAQs How do I know if I have been granted an award?

Awards made under the Plan are at the discretion of Diageo. Your line manager may propose a grant for you taking factors such as your performance and your expected future value to Diageo into consideration. Any proposed award will be notified to you in writing.

If you are granted an award under the Plan, you will receive confirmation via e-mail shortly after the grant date.

How will I know how many shares I have received?

The number of share options and/or RSUs you have been granted will be stated on your summary statement via www.mydiageoshares.com after the award date.

What happens if I leave the Company for reasons other than resignation?

If you cease to be an employee due to retirement, ill health, injury, disability, redundancy or the company or business for which you work is transferred out of the Diageo group and your award has not yet vested, then awards will usually vest when you leave. The number of shares that vest will normally be pro-rated to reflect the length of time that you were employed by Diageo from the grant date as a proportion of the normal three year vesting period.

However if you are a US participant holding RSUs and you leave on the grounds of retirement, any RSUs will lapse unless Diageo exercises its discretion to allow part of your award to vest. This is to ensure the plan complies with Section 409A of the Internal Revenue Code.

What happens if I resign?

Your award will normally lapse on the date of cessation of employment.

What happens if I die?

If you die while you are an employee of the Diageo group and your award has not yet vested, then your award will vest immediately on your death.

The number of shares that vest will be pro-rated to reflect the length of time that you were employed by Diageo from the grant date as a proportion of the normal three year vesting period.

Is an award part of my employment contract?

No, the rules of the Plan state that any award that you may receive does not form part of your pay. You will not receive any compensation for the loss of any awards if you leave Diageo without the awards having vested.

How do I find out more about DELTIP? Information about DELTIP can be found on the Diageo Shares website or from your HR Business Partner.

What is the tax position?

Depending on the tax laws that apply in your country, there may be a tax liability upon vesting of RSUs or when share options are exercised. The personal tax consequences will vary on an individual basis and therefore we do advise you to consult with your own personal tax adviser. Please refer to the legal and tax guidance provided on www.mydiageoshares.com .

If you are subject to tax on the vesting of any RSUs and/or the exercise of any share options then, unless you have made alternative arrangements with Diageo, the Company will arrange the sale of sufficient of your shares so that the sale proceeds can be used to meet your tax liability.

How do I exercise my Share Options / sell my shares?

Please visit www.mydiageoshares.com or call the Share Schemes Office helpdesk on +44 (0) 131 519 2090.

FAQs

Frequently asked questions (CONTINUED) Performance Share Plan FAQs How do I know whether I have been granted an award?

Participation is at the discretion of the Remuneration Committee. If you are granted an award under the Plan, you will be notified in your annual reward letter and details of the award will be available online via www.mydiageoshares.com shortly after the date of grant.

How is my award calculated?

Participants typically receive 100% of the target award. In addition, you must meet and maintain your shareholding requirement in order to receive the full grant.

ORDS

ADS

£170,000

$340,000

40%

75%

Face value of award

£68,000

$255,000

12 month share price1

£12

$77

Base salary Target opportunity

Number of shares awarded

5,666 ORDS 3,311 ADS

July to June.

1

When are awards granted?

Awards will normally be granted in September of each year. Awards may be granted in March and at other times in exceptional circumstances. The performance period normally commences on 1 July, preceding the date of award, and runs until 30 June, three years later.

How will I know how many shares I have received?

The number of shares which you will receive, subject to performance conditions, will be stated on your summary statement via www.mydiageoshares.com after the award date.

Will I receive dividends?

Until your award is released and the actual shares are transferred to you, you will not be entitled to receive actual dividends. However, at the discretion of the Remuneration Committee, notional dividends will accrue on all future awards and will be paid out in cash or shares and in accordance with the vesting schedule.

How and when will I know how many shares will be released?

You will be regularly updated on how we are tracking against the three performance measures. You will receive formal communication on the final outcome and how many shares will be released following the end of the Performance Period.

The Remuneration Committee has final authority over the release of shares and considers whether there has been an underlying improvement in Diageo’s financial performance over the three year period.

When will the shares be mine?

Subject to Remuneration Committee approval, shares will normally be released and become yours on the third anniversary of the grant date.

If the anticipated release date falls at a time when you are prevented from dealing in shares in the Company because of the Diageo Dealing in Securities Code or any other law or regulation, the release of your shares will be delayed until you are free to deal. If less than 100% of the shares originally awarded are released, the balance lapses immediately.

What happens if I leave the Company for reasons other than resignation?

If you cease to be an employee of the Diageo group due to retirement, ill health, injury, disability, redundancy or the company or business for which you work is being transferred out of the Diageo group, then awards will usually vest on the third anniversary of grant to the extent that the performance condition has been met at that time.

The Remuneration Committee will then normally reduce the number of shares released to you on a pro rata basis to reflect the length of time that you were employed by the Company from the grant date as a proportion of the normal three year vesting period.

However, if you are a US participant holding a conditional award and you leave on the grounds of retirement, any conditional awards will lapse unless Diageo exercises its discretion to allow part of your award to vest.

This is to ensure the plan complies with Section 409A of the Internal Revenue Code.

What happens if I die?

If you die while you are an employee of the Company and your shares have not yet been released, then your award will vest immediately on your death subject to the performance condition, which will be measured over the period up to the date of your death. Unless the Remuneration Committee decides otherwise, the number of shares released will be reduced on a pro rata basis to reflect the length of time that you were employed by the Company from the grant date as a proportion of the normal three year vesting period.

What happens if I resign?

Your award will lapse on the date of cessation of employment.

What happens on a corporate event?

On a change of control or similar event affecting the Company, awards would only vest to the extent that the performance condition was met, measured up to the change of control.

The Remuneration Committee will then normally reduce the number of shares released to you on a pro rata basis to reflect the length of time that you were employed by the Company from the grant date as a proportion of the normal three year vesting period. If such an event occurs, you will be given further details of how, when and to what extent your award will be released.

Is an award part of my employment contract?

No, the rules of the Plan state that your award does not form part of your pay.

You will not receive any compensation for the loss of your shares if you leave the Company without the shares having been released to you.

Do I have any disclosure requirements?

Under UK company law, directors of Diageo plc and members of the Executive Committee must disclose all transactions in Diageo shares, including the grant and vesting of awards in their employing company or member of their group, which will then be announced publicly. You will already have been informed if such requirements impact you and if you require further information please contact the Company Secretary.

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How do I find out more about my PSP award?

Please contact your line manager or HR Business Partner.

What is the tax position?

Depending on the tax laws that apply in your country, there may be a tax liability when the shares are released to you.

Please refer to the legal and tax guidance provided on www.mydiageoshares.com.

The personal tax consequences will vary on an individual basis and therefore we do advise you to consult with your own personal tax adviser.

How can I view my share plan awards?

Please visit www.mydiageoshares.com where you will be able to view your current share plan holdings using a secure username and password.

If you do not have a username and password and would like to get one please email shareplans@diageo.com, or call the Diageo Share Schemes Helpline on +44 (0)131 519 2090.

How do I sell my shares?

Please visit www.mydiageoshares.com or call the Share Schemes Office helpdesk on +44 (0)131 519 2090.

Shareholding requirement FAQs Can my shareholding requirement be changed?

There will be periodic reviews (every three to five years) of the policy to ensure its ongoing validity in aligning the interests of senior employees with our shareholders and ensuring that investment levels are reasonable.

What happens if I do not comply with the shareholding requirement?

If you do not comply with the shareholding requirement your share incentive awards will be reduced by 50% until the shareholding requirement is met.

Is there any flexibility for special circumstances?

Your shareholding requirement may be reviewed in the event of a significant change in personal circumstances e.g. divorce or ill health.

The Performance and Reward Director has the authority to approve any variation from the policy for Senior Leaders. The Remuneration Committee must approve any variation from the policy for members of the Executive Committee.

How will I find out what my shareholding requirement is?

The shareholding requirement will be set on 1 November each year and will apply for one year. This is timed so that it is after the close period for both the annual results and AGM and the normal release/vesting of share incentives.

The shareholding requirement for 1 November will be communicated to each individual approximately one year in advance.

How do I find out more about the Diageo shareholding requirement?

If you have any queries about your shareholding requirement, please contact your HR Business Partner.

GENERAL FAQs How can I view my share plan awards?

Please visit www.mydiageoshares.com where you will be able to view your current share plan holdings using a secure username and password.

If you do not have a username and password and would like to get one please email shareplans@diageo.com, or call the Diageo Share Schemes Helpline on +44 (0)131 519 2090.

How do I exercise my Share Options / sell my shares?

Please visit www.mydiageoshares.com or call the Share Schemes Office helpdesk on +44 (0) 131 519 2090.

Appendix 1 DELTIP – making your choice What do I need to know about the DELTIP grant and choice period?

When is the choice period?

The choice period usually opens for a period of two weeks over August and September. The dates will be communicated to you by email.

When are awards granted?

Awards are normally granted in September. Exceptional awards are sometimes also granted in March.

What is the grant price? The share option/RSU grant price will be set by taking the average of the Diageo closing prices for the three trading days prior to the grant date.

When do awards vest?

Three years after grant.

What are the performance measures?

There are no performance conditions attached to DELTIP awards.

What is the Share Option/ RSU conversion ratio?

5 share options: 1 RSU. Note: this conversion ratio is subject to annual review and may change.

Considerations when making your choice The DELTIP gives the Company the option to allow you to express a preference about the proportion of RSUs and/or Options that you would like to receive.

Choosing between share options and RSUs is a personal choice and the factors that you may want to consider will be individual to you. Such factors may include: Diageo’s share price: Do you think the market share price will change significantly over the next several years? If so, by how much?

Your risk tolerance: Are you prepared to accept the risk of owning share options that may or may not be worth something in the future?

Your time horizon: Are you prepared to ‘wait it out’ if the share price falls below the grant price or do you need to ensure you can generate cash from your Diageo long-term incentives in three years’ time?

Your answers to questions like these will determine whether you want to weight your choice towards either share options or RSUs. Your personal risk profile and assumptions on the value of the Diageo shares over time will influence the decision that is right for you. Everyone’s personal financial situation and profile is different.

This is illustrated by the following example (figures for illustrative purposes only):

The factors above are only an example of the issues that may be relevant to your personal circumstances. You are responsible for deciding how you would like to receive any award that may be granted to you under DELTIP based on the available choices and bearing in mind that share prices can go down as well as up.

Whether your option is granted over ADSs ($) or ordinary shares (£) the share option will operate in exactly the same way. Any reference to shares applies equally to ordinary shares and ADSs.

The calculations below illustrate the potential value of share options and RSUs. How much are RSUs worth to me?

The actual value you receive will depend on the share price of Diageo shares at the time they are released.

Unlike share options, you will benefit from the whole value of the shares released (less any tax and social security that may be due).

This is illustrated by the following example (figures are for illustrative purposes only): Number of Ordinary shares released

500

Share price at the end of the 3 year vesting period

£10.80

Value of Shares

£5,400

Whether your RSUs are granted over ADSs ($) or ordinary shares (£), the RSU will operate in exactly the same way.

Any reference to shares applies equally to ordinary shares and ADSs. How much is a share option worth to me?

This depends on the Diageo share price at the time you choose to exercise your share option. If the market value is above the grant price, then the share option could provide a gain. The actual value you receive will depend on the share price when you choose to exercise your option.

Number of share options (Ords)

2,000

Grant price

£9.30

Share price at date of exercise

£10.80

Gain to individual on exercise

(£10.80 – £9.30) x 2,000 = £3,000

Approved share options – UK participants only HMRC approved share options are available under the plan. This enables UK participants to receive an allocation of tax efficient share options up to the maximum of £30,000.

If you are a UK participant you can choose approved share options when making your choice via the Diageo Shares website www.mydiageoshares.com .

How do I make my choice?

The only way to make your choice is via www.mydiageoshares.com .

You will be sent an email advising you that the choice period has opened, and directing you to the www.mydiageoshares.com website.

You will need your username and password to log onto the website.

Your username will be provided in your invitation email, and a new password can be requested via the website if necessary.

I can’t remember my user ID, how do I obtain this?

To request a reminder of your User ID, please email shareplans@diageo.com .

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Glossary of terms ADS American Depositary Share – a US dollar-denominated equity share of a foreign-based company available for purchase on an American stock exchange (e.g. NYSE). For US investors, ADSs offer the best opportunity to invest in a foreign company without dealing with currency exchange complexities and cross-border administrative issues.

Approved options (UK only) UK HMRC approved scheme that enables participants to benefit from national insurance and income tax relief on share options with a face value of up to £30,000 (in total, not per award). Within the UK, participants are granted options over this limit through the Unapproved scheme. This has important distinctions for the treatment of options for certain UK leavers who are still eligible to exercise options after leaving the Company.

Conditional share awards An award of a number of shares of which the participant will become the owner at a future date if specified conditions are met.

Exercise When the option-holder uses the rights under the option to buy shares at the option exercise price.

Exercise price Price at which the holder of a share option has the right to buy shares (price is set when the award is made and is the same as the grant price).

Exercise period The period of time after vesting that is available to the participant to exercise their option (usually up to the 10th anniversary of grant, or earlier for eligible leavers).

Lapse When an award fails to meet the required performance conditions for it to vest, or if options are not exercised within the exercise period, then the award is said to lapse and all shares/options being held under the award are returned to the Company.

Grant price Price at which the holder of a share option has the right to buy shares (price is set when the award is made).

Ordinary shares (Ords) Ordinary shares – an ordinary share represents equity ownership in a company and entitles the owner to a vote in matters put before shareholders in proportion to their percentage ownership in the company.

Performance period Specified period over which performance conditions or targets, to which share awards or share options may be subject, must be met.

Restricted Stock Unit (RSU) RSU awards give participants the right to receive a number of shares at the end of a vesting period if certain conditions are satisfied. There is no exercise price payable to receive the shares, which are automatically transferred into the participant’s ownership after vesting. In this way, the RSUs will still have a financial value to the employee even if the share price has declined since the grant date. The recipient can choose to hold the shares or sell them.

Share option Option awards give participants the right to buy shares in the future for a price that is set when the award is made (usually the market value on the date of grant). The participant will only be able to buy the shares at the end of a pre-defined vesting period (usually three years from grant date) and, in some plans, only on the achievement of specific performance conditions.

The participant can sell their shares to make profit out of the share price growth. The value the participant realises is the difference between the grant price (the price set when the award is made) and the sale price, less any tax or social security obligations.

If the share price falls below the grant price, then the options are said to be ‘underwater’ and they will have no

value until the share price recovers to match or exceed the grant price.

The participant can choose to exercise their option anytime between the vesting date and the 10th anniversary of the grant date, at which point the options expire. In this way, options can continue to grow in value even after vesting and the participant can control when they receive the financial value of the award.

Unapproved options Share options that are not subject to UK HMRC award limits (see ‘approved options’) or tax and NIC benefits. Share option awards are made under the Unapproved scheme for all Rest of World participants and for UK participants when their current holding of options exceeds £30k (face value). This has important distinctions for the treatment of options for certain UK leavers who are still eligible to exercise options after leaving the Company.

Vest/Vesting Awards are said to vest when they reach the end of the vesting or performance period (usually three years from grant date). On the vesting date (and subject to any additional performance conditions being met), RSUs are transferred to the participant’s ownership and options become available to exercise (i.e. buy and sell).

Vesting period The period of time before which shares are held unconditionally by the participant. Until this point, the shares are forfeitable e.g. upon leaving the company.

Vesting schedule Schedule setting forth when, and to what extent, options become exercisable or RSUs are no longer subject to forfeiture.

Diageo plc Lakeside Drive, Park Royal London NW10 7HQ United Kingdom www.diageo.com Š 2011 Diageo plc. All rights reserved.

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