TO:      Regulatory Information Service

RE:      Paragraph 3.1.4 of the Disclosure and Transparency Rules

The notifications listed below were received under Paragraph 3.1.2 of the Disclosure and Transparency Rules.

Diageo plc (the "Company") announces that it received the following notifications

 on 4 September 2015 that:

1.   the director and Persons Discharging Managerial Responsibilities ("PDMRs") shown below, together with other eligible employees, were awarded ordinary shares of 28 ¹⁰¹/₁₀₈ pence each in the Company ("Ordinary Shares") on 3 September 2015, under the Diageo Share Incentive Plan (the "SIP"), a HMRC tax qualified plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries:

The Ordinary Shares were awarded at no cost to Plan participants ("Freeshares"), to a value based on a percentage of the participant's salary on 30 June 2015 and the Company's profits for the financial year ended 30 June 2015, subject to a maximum per SIP participant of £3,000 in value per tax year. Freeshares are awarded annually and cannot normally be disposed of for a period of three years after the award date.

2.   the PDMR shown below, together with other eligible employees, was awarded Ordinary Shares on 3 September 2015, under the Diageo Irish Profit Sharing Scheme (the "Irish Profitshare"), an Irish Revenue approved profit sharing plan operated by Diageo Group companies for the benefit of employees of the Company and its subsidiaries:

The Ordinary Shares were awarded at no cost to Plan participants ("Profit Shares"), to a value based on a percentage of the participant's salary on 30 June 2015 and the Company's profits for the financial year ended 30 June 2015, subject to a maximum per Irish Profitshare participant of €12,700 in value per tax year. Profit Shares are awarded annually and cannot normally be disposed of for a period of two years after the award date.

3.   the directors and PDMRs shown below were granted the following options over Ordinary Shares or American Depositary Shares ("ADS")*, on 3 September 2015, under the Company's 2014 Long Term Incentive Plan, adopted by the Company on 30 July 2014 ("DLTIP"): 

Each option was granted at a price of £17.09 per Ordinary Share (or $104.93 per ADS) and is exercisable between 3 September 2018 and 2 September 2025, subject to the satisfaction of performance criteria.

For directors, the Ordinary Shares and ADSs received on the exercise of each option are subject to a retention period of two years during which time the director may not normally transfer, assign or otherwise dispose of the Ordinary Shares or ADSs.

4.   the directors and PDMRs shown below were granted the following conditional awards over Ordinary Shares or ADS, on 3 September 2015, under the DLTIP: 

Each conditional award will vest in September 2018 subject to the satisfaction of performance criteria.

Each conditional award carries a right to receive, on vesting, an amount linked to dividends paid on the Ordinary Shares (or ADSs) subject to the conditional award.

For directors, the Ordinary Shares and ADSs received on the vesting of each conditional award are subject to a retention period of two years during which time the director may not normally transfer, assign or otherwise dispose of the Ordinary Shares or ADSs.

5.   the PDMRs shown below acquired an interest over the following Ordinary Shares on 3 September 2015 by way of a one-off award under the DLTIP.  There are performance conditions attached to the release of this award under the DLTIP, and the award will vest, subject to achievement of the performance conditions, as shown below.

As a result of the above awards of Ordinary Shares under the SIP the interests of those directors and PDMRs in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) are as follows:

The interests in the Company's Ordinary Shares and ADSs (excluding options, awards under the Company's LTIPs and interests as potential beneficiaries of the Company's Employee Benefit Trusts) of the remaining PDMRs are unchanged.

*1 ADS is the equivalent of 4 Ordinary Shares.

C Matthews

Assistant Company Secretary

4 September 2015