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Shareholder Meetings

The company is required by law to hold a general meeting of its shareholders each year (the Annual General Meeting - "AGM"). If an important matter requiring shareholder approval cannot wait until the next AGM, the company will call an Extraordinary General Meeting ("EGM").

As an ordinary shareholder you are entitled to attend, speak and vote at general meetings of the company.

As an ADR holder you are entitled to vote by proxy which is then exercised on your behalf by the depositary bank, The Bank of New York.

If you attend a general meeting, you can vote in person on each resolution. If you cannot attend, you may appoint a proxy to vote on your behalf and your proxy can vote on a poll.

Annual General Meeting (AGM)

The Diageo AGM is held in October each year and gives you the opportunity to vote on various company matters, either by attending the meeting and voting in person or by sending in a proxy vote (to be used for a polled vote) in hard copy or electronic form.

If you attend the AGM, you have the opportunity to put questions to the board of directors and to speak to individual directors personally after the meeting. If you are unable to attend, or if you have any questions you wish to put to any of the directors during the course of the year, you may write to the company

Click here for contact details

Holders of Diageo ADRs will receive voting materials and have the sole right to vote the ordinary shares of Diageo represented by their ADRs, which are held by The Bank of New York. The proxy votes received by the return-by-date are then exercised through The Bank of New York. To be eligible to vote, ADR holders must be on the Register on the AGM record date.

Click here to find our the AGM record date

2007 AGM

The 2007 Diageo AGM was held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Tuesday 16 October 2007 at 2.30 pm.

The following resolutions were passed at the meeting.

Resolution

Votes for %* Votes against %* Votes withheld
Reports and accounts 2007 1,823,419,272 97.995 37,315,645 2.005 1,591,417
Directors' remuneration report 2007** 1,763,581,160 96.687 60,437,378 3.313 38,336,024
Declaration of final dividend 1,862,248,818 99.998 42,126 0.002 65,880
Re-election of Ms M Lilja 1,847,388,670 99.228 14,375,044 0.772 592,923
Re-election of Mr NC Rose 1,857,350,203 99.748 4,695,555 0.252 299,213
Re-election of Mr PA Walker 1,840,571,553 98.864 21,153,705 1.136 617,324
Re-appointment and remuneration of auditor 1,835,090,224 99.665 6,350,083 0.345 20,897,984
Authority to allot relevant securities 1,842,131,006 98.935 19,826,392 1.065 391,510
Disapplication of pre-emption rights 1,834,878,182 98.564 26,723,698 1.436 742,237
Authority to purchase own ordinary shares 1,859,897,113 99.882 2,200,821 0.118 247,785
Authority to make political donations/expenditure** 1,733,121,288 96.637 60,319,426 3.363 68,903,295
2007 US Employee Stock Purchase Plan** 1,847,877,491 99.264 13,707,114 0.736 745,781
Amendments to articles of association** 1,858,084,085 99.977 431,328 0.023 3,835,268

* As a percentage of the aggregate of votes For plus votes Against (i.e. excluding votes Withheld).

**Resolutions passed other than those concerning ordinary business.

Click here for 2007 AGM documents

2008 AGM

The 2008 Diageo AGM was held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Wednesday 15 October 2008 at 2.30 pm.

The following resolutions were passed at the meeting.

Resolution

Votes for %* Votes against %* Votes withheld
Reports and accounts 2008 1,696,809,740 97.90 36,389,112 2.10 2,480,482
Directors' remuneration report 2008** 1,669,341,825 97.35 45,462,070 2.65 20,870,345
Declaration of final dividend 1,733,473,195 99.98 328,287 0.02 1,876,401
Re-election of Dr F B Humer 1,710,934,417 98.71 22,396,591 1.29 2,345,557
Re-election of Ms M Lilja 1,722,952,506 99.40 10,361,859 0.60 2,356,260
Re-election of Mr W S Shanahan 1,717,001,764 99.35 11,210,218 0.65 7,302,719
Re-election of Mr H T Stitzer 1,722,873,462 99.42 10,031,421 0.58 2,608,266
Election of Mr P G Scott 1,723,013,049 99.43 9,888,646 0.57 2,613,473
Re-appointment and remuneration of auditor 1,693,575,097 99.03 16,537,850 0.97 25,399,204
Authority to allot relevant securities 1,710,332,121 98.71 22,381,184 1.29 2,795,883
Disapplication of pre-emption rights 1,696,763,123 97.94 35,606,546 2.06 3,144,611
Authority to purchase own ordinary shares 1,731,495,978 99.89 1,947,590 0.11 2,071,958
Authority to make political donations/expenditure** 1,591,473,182 96.60 56,087,198 3.40 87,958,697
Performance Share Plan** 1,601,938,103 94.27 97,408,071 5.73 36,160,171
Senior Executive Share Option Plan** 1,646,112,795 96.27 63,777,381 3.73 25,615,150
International Share Plans** 1,674,229,067 96.87 54,170,901 3.13 7,117,950
Amendments to articles of association** 1,679,526,588 97.10 50,207,947 2.90 5,779,663

* As a percentage of the aggregate of votes For plus votes Against (i.e. excluding votes Withheld).

**Resolutions passed other than those concerning ordinary business.

Click here for 2008 AGM documents

2009 AGM

The 2009 Diageo AGM was held at 2.30 pm on Wednesday, 14 October 2009 at the Institution of Engineering and Technology, Savoy Place, London WC2R 0BL.

The company's issued share capital at the latest practicable time before the date on which notice of meeting was given ('the Latest Practicable Date') was 2,499,648,605 Ordinary Shares carrying one vote each, excluding any Ordinary Shares held as treasury shares. As at the Latest Practicable Date , the company held 254,270,504 treasury shares representing 10% of the company's issued share capital (excluding treasury shares) as at that date. As at the Latest Practicable Date the total number of voting rights in the company was therefore 2,499,648,605.

Resolution

Votes for %* Votes against %* Votes withheld
Reports and accounts 2009 1,668,904,081 98.02 33,792,109 1.98 4,810,804
Directors' remuneration report 2009** 1,581,396,960, 95.66 71,810,694 4.34 54,296,393
Declaration of final dividend 1,706,649,375 99.99 222,982 0.01 629,288
Re-election of Ms L Danon 1,694,246,089 99.28 12,216,970 0.772 1,030,161
Re-election of Lord Hollick 1,693,899,711 99.27 12,525,422 0.73 1,070,640
Re-election of Mr PS Walsh 1,686,795,407 98.84 19,714,291 1.16 994,444
Election of Ms PB Bruzelius 1,618,936,726 96.20 63,972,050 3.80 24,591,116
Election of Ms B Holden 1,694,691,537 99.31 11,696,495 0.69 1,112,726
Re-appointment of auditor 1,679,173,089 99.42 9,841,253 0.58 18,478,636
Remuneration of auditor 1,697,218,572 99.69 5,310,517 0.31 4,966,704
Authority to allot relevant securities 1,554,951,595 91.70 140,668,382 8.30 11,875,799
Disapplication of pre-emption rights 1,669,881,505 97.98 34,489,215 2.02 3,124,373
Authority to purchase own ordinary shares 1,701,119,438 99.69 5,353,551 0.31 1,019,289
Authority to make political donations/expenditure** 1,554,182,369 93.21 113,287,670 6.79 40,022,239
Adoption of Diageo plc 2009 Discretionary Incentive Plan** 1,569,394,907 93.06 116,988,547 6.94 21,105,362
Adoption of Diageo plc 2009 Executive Long Term Incentive Plan** 1,657,203,151 98.54 24,487,823 1.46 25,797,802
Adoption of Diageo plc 2009 International Sharematch plan** 1,693,008,530 99.53 8,033,335 0.47 6,446,911
Authority to establish international share plans** 1,671,935,714 98.99 17,107,170 1.01 19,445,892
Adoption of Diageo plc Irish Sharesave Plan** 1,684,041,650 98.97 17,489,617 1.03 5,957,509
< Option Share Executive plc Diageo the of rules to>Amendments to the rules of the Diageo plc Executive Share Option Plan** 1,630,613,477 96.67 56,145,893 3.33 20,729,406
Amendments to the rules of the Diageo plc 2008 Senior Executive Share Option Plan** 1,636,083,192 97.03 45,415,289 2.70 25,990,295
Amendments to the rules of the Diageo plc Senior Executive Share Option Plan** 1,628,851,779 96.90 52,098,539 3.10 26,538,458
Reduced notice of meeting other than an annual general meeting** 1,611,008,102 94.43 95,009,701 5.57 1,470,973
Adoption of articles of association** 1,702,487,157 99.79 3,537,403 0.21 1,464,216

* As a percentage of the aggregate of votes For plus votes Against (i.e. excluding votes Withheld).

**Resolutions passed other than those concerning ordinary business.

Click here for 2009 AGM documents

Extraordinary General Meeting (EGM)

The company will call an EGM if an important matter requiring shareholder approval cannot wait until the next AGM.

For example, an EGM was held on 2 October 2000 to enable shareholders to vote on the proposed disposal of Pillsbury to General Mills, Inc.

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