Annual General Meeting (AGM)

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Our AGM is held in September/October each year and gives shareholders 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.

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As an ordinary shareholder you are entitled to attend, speak and vote at general meetings of the company. As an ADR holder (American Depository Receipt) you are entitled to vote by proxy which is then exercised on your behalf by the depositary bank, Citibank.

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 Citibank. The proxy votes received by the return-by date are then exercised through Citibank. To be eligible to vote, ADR holders must be on the Register on the AGM record date.

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

2020 AGM

The 2020 AGM of Diageo plc was held at 2.30 pm on Thursday, 28 September 2020 at the Company’s registered office at Lakeside Drive, Park Royal, London NW10 7HQ.

All resolutions were voted on by way of a poll and were passed. The total number of votes received on each resolution is as follows:

	VOTES FOR	%	VOTES AGAINST	%	VOTES WITHHELD
1) Report and accounts 2020	1,761,428,946	99.95	851,817	0.05	6,939,503
2) Directors’ remuneration report 2020	1,715,489,143	97.09	51,495,925	2.91	2,299,889
3) Directors’ remuneration policy 2020	1,644,443,671	93.12	121,538,951	6.88	3,321,447
4) Declaration of final dividend	1,737,638,689	98.27	30,600,311	1.73	1,059,957
5) Election of Melissa Bethell as a director	1,763,078,178	99.76	4,206,013	0.24	1,948,795
6) Re-election of Javier Ferrán as a director	1,760,319,660	99.70	5,362,671	0.30	3,538,387
7) Re-election of Susan Kilsby as a director	1,748,846,919	98.95	18,492,689	1.05	1,886,030
8) Re-election of Lady Mendelsohn as a director	1,762,553,199	99.73	4,762,375	0.27	1,905,676
9) Re-election of Ivan Menezes as a director	1,765,033,066	99.87	2,298,658	0.13	1,886,310
10) Re-election of Kathryn Mikells as a director	1,760,230,864	99.60	7,095,914	0.40	1,882,524
11) Re-election of Alan Stewart as a director	1,762,095,862	99.71	5,125,124	0.29	1,930,460
12) Re-appointment of auditor	1,766,361,524	99.90	1,817,726	0.10	1,094,828
13) Remuneration of auditor	1,764,413,632	99.80	3,622,515	0.20	1,237,662
14) Authority to make political donations and/or to incur political expenditure	1,724,952,557	97.58	42,771,686	2.42	1,614,851
15) Authority to allot shares	1,713,128,219	97.36	46,468,443	2.64	9,711,955
16) Amendment of the Diageo 2001 Share Incentive Plan	1,758,314,080	99.58	7,498,306	0.42	2,520,576
17) Adoption of the Diageo 2020 Sharesave Plan	1,759,270,830	99.62	6,759,004	0.38	2,299,360
18) Adoption of the Diageo Deferred Bonus Share Plan	1,757,720,847	99.55	8,028,911	0.45	2,486,808
19) Authority to establish international share plans	1,758,872,532	99.59	7,174,992	0.41	2,260,706
20) Disapplication of pre-emption rights*	1,744,197,765	99.22	13,771,848	6.13	10,301,221
21) Authority to purchase own ordinary shares*	1,739,631,441	98.51	26,287,153	1.49	2,369,429
22) Reduced notice of general meeting other than an AGM*	1,601,283,588	90.67	164,736,228	9.33	2,263,861
23) Approval and adoption of new articles of association*	1,731,338,506	98.38	28,587,555	1.62	8,337,796
24) 2019 Share buy-backs and employee benefit and share ownership trust transactions*	1,754,592,351	99.81	3,395,509	0.19	9,007,049