2018 share buy-back programme

Summary of 2018 share buy-back programme

As of close of market on 27 February 2018, the number of ordinary shares purchased by Diageo through the 2018 share buy-back programme was 58,943,728 shares.

These purchases were the last purchases to be made under the programme between Diageo, on the one hand, and Morgan Stanley & Co. International Plc, on the other hand, announced on 8th September 2017, as that programme has been completed.

On 26 July 2017, the Board of Diageo plc approved a share buy-back programme to return up to £1.5 billion to shareholders during the fiscal year ending 30 June 2018.

Today, Diageo announces that it has entered into a non-discretionary agreement with Morgan Stanley & Co. International Plc (“Morgan Stanley”) to enable the company to buy back shares. This current agreement will commence 8 September 2017 and is expected to end no later than 31 March 2018 for an aggregate maximum consideration of up to £1.5 billion.

Morgan Stanley will make its trading decisions in relation to the company's securities independently of, and uninfluenced by, the company. Any purchase of shares by Diageo contemplated by this announcement will be carried out on the London Stock Exchange.

The purpose of the buy-back programme is to reduce the share capital of Diageo plc. All shares purchased will be cancelled. The buy backs will be effected within certain pre-set parameters and in accordance with Diageo's general authority to repurchase shares, and will be conducted within the parameters prescribed by the Market Abuse Regulation 596/2014, the Commission Delegated Regulation (EU) 2016/1052 and, in the case of Diageo plc, Chapter 12 of the Listing Rules.

The share buy-back programme of up to £1.5 billion will fall within the maximum number of shares that may be repurchased pursuant to Diageo’s existing general authority from shareholders to repurchase up to a maximum of 251,781,000 shares granted at its 2016 annual general meeting. A renewed general authority to repurchase up to a maximum of 251,773,000 shares is being sought at Diageo’s forthcoming annual general meeting on 20 September 2017.