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F20-F23 share buy-back programme

Phase 3

As of close of market on 19 August 2022, the number of ordinary shares purchased by Diageo in phase three of the F20-F23 return of capital programme was 39,475,865 shares.

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Announcement 21 February 2022

Diageo plc (Diageo) today announces that it is commencing the third phase of its previously announced return of capital (ROC) programme of up to £4.5 billion to shareholders to be completed during fiscal 23.

Under the first two phases of the ROC programme, which were completed on 31 January 2020 and 11 February 2022 respectively, Diageo repurchased shares with an aggregate value of £2.25 billion.

Diageo is announcing today that it has entered into a non-discretionary agreement with UBS AG London Branch (UBS) to enable the company to buy back shares with an aggregate value of up to £1.7 billion, of which the repurchase of shares with an aggregate value of up to £1.4 billion will be completed by 30 June 2022. In each case the aggregate value of shares repurchased will be net of any fees payable to or by UBS under the terms of the agreement. This agreement will commence on 21 February 2022 and will end no later than 5 October 2022. The purpose of the repurchases is to reduce the share capital of Diageo and all shares repurchased under this agreement will be cancelled.

Phase 2

Summary of Phase 2 F20-F23 return of capital programme

Phase 2 (second tranche) was announced on 26 November 2021 and completed on 11 February 2022.

As of close of market on 11 February 2022, the number of ordinary shares purchased by Diageo in phase two (second tranche) of the F20-F23 return of capital programme was 14,322,206 shares. These purchases were the last purchases to be made under Phase 2 (second tranche) of the F20-F23 programme between Diageo, on the one hand, and Goldman Sachs International (GSI), on the other hand.

Phase 2 (first tranche) was announced on 12 May 2021 and completed on 12 November 2021.

As of close of market on 12 November 2021, the number of ordinary shares purchased by Diageo in phase two (first tranche) of the F20-F23 return of capital programme was 12,886,226 shares. These purchases were the last purchases to be made under Phase 2 (First tranche) of the F20-F23 programme between Diageo, on the one hand, and UBS AG London Branch, on the other hand.

Phase 1

Summary of Phase 1 F20-F23 return of capital programme

Phase 1 was announced on 1 August 2019 and completed on 31 January 2020.

As of close of market on 31 January 2020, the number of ordinary shares purchased by Diageo in phase one of the F20-F23 return of capital programme was 36,121,366 shares. These purchases were the last purchases to be made under Phase 1 of the F20-F23 programme between Diageo, on the one hand, and UBS AG London Branch, on the other hand.