How to make your choice DELTIP & DACSIP (DLTIP 2014)

An overview of what DELTIP / DACSIP is about The difference between share options and RSUs Factors that might influence your choice How to make your choice using the online portal What happens after the choice period closes What this deck covers

Each year, you may be considered for a share based award (DELTIP or DACSIP) under the Diageo 2014 Long Term Incentive Plan (DLTIP 2014). In this way, if an award is made, we link your reward to the experience of our shareholders and the performance of our company. And we create an opportunity for you to think and act like an owner. Your reward You can be granted awards in the form of share options (options) or restricted stock units (RSUs), or a mixture of both. You must hold the award for three years before its value can be realised. You can choose how you would prefer to receive your award out of three possible combinations: 100% options, 100% RSUs, or 50/50 split of both The level of award you may receive is based on your level (which determines your target) and then both your past and expected future performance. You can receive up to 2x your target. And the value of the award to you depends on Diageo’s share price growth. Ownership Choice Performance

What’s the difference between Options and RSUs? 500 Options 100 RSUs Grant price :£18.00 Share price at vesting :£22.50 Gain :£4.50 Value of the award (500 x £4.50):£2,250 Grant price :£18.00 Share price at vesting :£22.50 Value of the award (100 x £22.50):£2,250 Under DACSIP, a nominal value of approx. £0.29 is attached to each RSU, which DACSIP participants must pay to Diageo plc. In this example, participants would pay an amount of £145 for 100 RSUs.

Factors to consider when making your choice Financial Time Horizon LongerShorter Risk Tolerance HigherLower 100% Options Estimation of Future Share PriceHigherLower 100% RSUs RSUs and Options will accrue more or less value over time depending on how the share price performs. Your preference for the mix of Options to RSUs that you would like to receive if an award is made will therefore depend on how you think the share price will perform over time, how comfortable you are with risk and how soon you want to realise value from the award. Important The factors above are only a selection of the issues that may be relevant to your personal circumstances. You are responsible for deciding how you would like to receive any DELTIP or DACSIP award that may be granted to you in 2016 based on the available choices. Diageo will not provide advice regarding your choices. You should make your own decision, bearing in mind that share prices can go down as well as up. Please contact an independent personal financial adviser if you need guidance to make your choice. 50% Options / 50% RSUs Transferred to you as shares three years after they are granted You can exercise the right to buy shares three years after they are granted or at any time in the following seven years.

How your choice relates to future value (illustration) Choice# RSUs# Options 100% Options04,444 50%/ 50%4442, % RSUs RSU = 5 Options Target award face value = £80,000 (options) or £16,000 (RSUs) Grant price is £18.00 Possible future share price scenarios: £20.00 £22.00 £24.00 Potential value of different choices dependent on share price growth over time Scenario

What you need to know 7 Choice period open 6 June24 June Go to: Log in and click on ‘Making your choice’ No active choice = default 50% Options / 50% RSUs Further information available on including: Plan factsheets and legal documents Tax guides by country Plan terms & conditions

Other things you need to know (the small print) The decision to offer participants choice is reviewed annually. Diageo cannot advise you regarding your choices. You should speak to an independent financial adviser if you need guidance making your choice. DELTIP and DACSIP awards are made under the Rules of the Diageo 2014 Long Term Incentive Plan (DLTIP 2014) Expressing a choice does not mean that you will definitely be granted an award in If you are on an insider list during the choice period, you cannot express a preference about the mix of RSUs and/or Options that you would like to receive in the event that an award is made.

Using the choice portal Making your choice

Using the portal The only way to make your choice is through the online portal which you access via For technical support, You will need your personal login to access the online portal – a reminder of your User ID will be ed to you on 6 June If you have forgotten your password, you can request a reset through New users will need to register for this site. Please go to for our help guide.

Go to

Secure log in required No User ID? No Password? Click on the ‘Forgot your password?’ and follow the online instructions

Updating personal information If you are logging into the system for the first time you will be required to update your personal information Keeping this information current is of value to you and Diageo.

Once you’ve logged in… Click on the ‘Make your choice’ button or select from the menu on the left hand side

Make one of three choices Note: Employees who are UK tax resident will also need to complete a declaration (section 2) – further information about what the declaration concerns is explained on the portal. If you are unsure if you are UK tax resident, there is a ‘How do I know if I am Tax Resident?’ guide to help you assess your status.

Confirm your choice and accept T&Cs Need help?

Confirmation screen Once the choice period closes on 24 June, you will not be able to amend the choice you have made. Need help?

What happens after the choice period closes?

Your line manager will make a DELTIP or DACSIP award recommendation for you through the annual reward cycle. Your line manager will confirm in August if an award is being made to you along with confirmation of your other annual reward elements. If an award is made, we intend to make it on 5 September You will receive an at the beginning of October advising you that the number of Options and/or RSUs awarded to you can be viewed on your personal summary statement via What’s next?

The legal stuff

You will be asked to agree to DELTIP / DACSIP terms and conditions as a condition of making a choice about how you would like to receive any DELTIP or DACSIP award that may be granted to you in 2016 and in future years. Expressing a choice is an investment decision for you and the value of any RSUs at vesting may be higher or lower than the gain (if any) made on exercise of Share Options. Nothing in these slides or any documentation that you receive about DELTIP or DACSIP should be construed as investment advice or any investment recommendation given by or on behalf of Diageo plc. Expressing a choice does not mean that you will definitely be granted an award in Diageo plc's board will decide whether to grant awards, whether to grant an award to you and the value of any award. If you are granted an award, Diageo plc's board may, but is not obliged to, follow any choice that you have made. If you make a choice but you are no longer employed by Diageo when any awards are granted, you will not be eligible to be considered for an award. If you are on an insider list, you cannot express a preference about the mix of RSUs and/or Share Options that you would like to receive. This document is intended to provide an overview of the Diageo 2014 Long Term Incentive Plan (DLTIP 2014). The terms outlined in this document may be amended, modified and/or eliminated. This document should not be construed as a contract or promise to provide a certain benefit. The DLTIP 2014 rules and award documentation set forth the terms of any award under the plan. You are responsible for deciding how you would like to receive any award that may be granted to you under DLTIP 2014 in 2015 based on the available choices. Diageo will not provide advice regarding your choices. You should make your own decision, bearing in mind that share prices can go down as well as up. Please contact your personal independent financial advisor if you need guidance in making your decisions.