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.

Kathryn Mikells has today, 9 November 2015, taken up her appointment as Chief Financial Officer, Diageo plc (the "Company").  In recognition of the share awards Ms Mikells forfeited under the terms of her previous employer's long-term incentive plans, Ms Mikells was awarded  the following  conditional share awards over ordinary shares of 28 ¹⁰¹/₁₀₈ pence each in the Company ("Ordinary Shares") under an arrangement to which Listing Rule 9.4.2 applies (the "2015 Diageo Buy Out Plan"):

·      43,868 Ordinary Shares which will vest on 9 May 2017, subject to continuing employment;

·      43,868 Ordinary Shares which will vest on 9 November 2018, subject to continuing employment; and

·      246,300 Ordinary Shares which will vest on 9 November 2018, subject to the achievement of performance conditions based on net sales growth, cumulative free cash flow and relative total shareholder return over the period 1 July 2015 to 30 June 2018.  These are the performance conditions that apply to awards of performance shares made to the Chief Executive in September 2015 under the "Diageo Long Term Incentive Plan" (DLTIP).  Any of these Ordinary Shares that vest will be subject to a two-year retention period.

The number of Ordinary Shares was calculated by reference to a price of £18.92, being the average closing price of an Ordinary Share over the 3 dealing days prior to 9 November 2015.  In line with the policy for executive director shareholding requirements, Ms Mikells will be required to build up and retain a shareholding of 250% of salary within five years of her appointment.  

The current interests of Ms Mikells in the Company's Ordinary Shares (excluding options, awards under the Company's long-term incentive plans and interests as a potential beneficiary of the Company's Employee Benefit Trusts) is 13,520 (all of which are held as American Depositary Shares ("ADS")*) and were acquired prior to her appointment.

V Cooper          

Assistant Company Secretary

9 November 2015

*1 ADS is the equivalent of 4 Ordinary Shares.