Profit Share and Share Participation

A.

Any Profit Shares/Share Participation shares held in Trust at the time you leave will automatically transfer to you at the Release Date, that is the third anniversary of the allocation date.

Irish Profitshare

You will not receive a Profitshare award if you are not employed on the award date. Any shares previously awarded will be held in Trust for three years on your behalf and at the end of the three year period, you will receive a share certificate in your name.

Resignation
Dismissal
Fixed Term Contract
Early Retirement

Redundancy
Statutory Retirement
Sale of Business

Baileys Share Participation

If you leave Diageo, you will not receive a further allocation of Baileys Share Participation shares.

Please be sure to keep us informed if you change your address.

A.

You must keep your Profit Shares for a minimum of 2 years from the allocation date. You cannot sell or transfer your shares before this.

If you are leaving the company, you may be able to sell your shares earlier depending on your leaving circumstances. Please contact the Shares Office for more information on +353 (0) 1  643 5438/5683 or send an email to Diageoshareplans@diageo.com

A.

Your Irish Profitshares/Baileys Share& Participation shares are held in Trust on your behalf for three years. You will receive a share certificate at the end of the three year period when the shares are released from Trust. You will receive a letter at the time of allocation advising you of the number of shares you have been given. This letter is not a share certificate.

A.

Profit Shares for the Diageo plc scheme are normally allocated annually in September.

Baileys Share Participation shares are also normally allocated annually in September.

You will receive a communication confirming your allocation each time an award is made.

A.

Profit Share

Employees of certain Diageo businesses within Ireland, who have completed more than 30 days consecutive service in the Diageo financial year and are chargeable to Irish Income Tax are eligible to receive Profit Share. Eligible employees need to complete a contract of participation to receive Profit Share. If you require a form please contact Diageoshareplans@diageo.com. This is an evergreen instruction.

Share Participation

Employees of certain Diageo Businesses within Ireland, who have been employed for a continuous period of 12 months ending on or before the relevant cut off date, employed on the Appropriation date and are chargeable to Irish Income Tax are eligible to receive Share Participation shares or cash. Eligible employees need to complete a contract of participation within the invitation period. This needs to be completed on an annual basis.

A.

Profit Share and Share Participation are Revenue approved employee share plans, which allow you to benefit in the future success of Diageo plc by giving you ownership of Diageo shares.

There are two plans in operation:

• The Diageo plc 2017 Irish Share Ownership Plan (also known as Irish Profitshare); and

• The UDV Ireland Group Share Participation Scheme (also known as Baileys Share Participation).

These plans allow you, as an employee, to be rewarded for your contribution to Diageo's success.

Irish Profitshare

This scheme is an all-shares scheme. Profitshares are ordinary shares in Diageo plc, allocated at no cost to you. Shares allocated under the Scheme are held in Trust on your behalf for three years.

Baileys Share Participation

This scheme gives employees an option of taking either shares or cash. If you choose shares, Share Participation shares are ordinary shares in Diageo plc, allocated at no cost to you. Shares allocated under the Scheme are held in Trust on your behalf for three years.

A.

If you are a current employee you cannot dispose of your profit shares/share participation shares within 2 years of the allocation date.

If you choose to sell or transfer your shares after 2 years but before 3 years you may have an Income Tax, USC and a PRSI liability.

If you hold your shares for 3 years or more there is no Income Tax liability when you sell them. You may have a Capital Gains Tax liability.

If you are leaving the company, your tax position may change. Please contact the Shares Office on +353 (0) 1 643 5438/5683 or send an email to Diageoshareplans@diageo.com

A.

You can only transfer your shares if you have held them for a minimum of 2 years from the allocation date. If you transfer shares between 2 and 3 years you will have a liability to Income Tax. You may also have a PRSI and USC liability. After 3 years you can transfer your shares and there is no Income Tax liability, although you may have a Capital Gains Tax liability. Please note that you cannot transfer your shares to anyone who is under 18 years of age.

If you are leaving the company, you may be able to transfer your shares earlier depending on your leaving circumstances. Please contact the Shares Office for more information on +353 (0) 1 643 5438/5683 or send an email to Diageoshareplans@diageo.com

A.

Yes, Profit Shares/Share Participation Shares are ordinary shares in Diageo plc. You will receive dividends on any profit shares that you hold on the dividend record date. Dividends are normally paid twice a year, in April and October.

A.

At any time, you can view your personalised share plan summary by logging onto Employee Shareplan Information.

A.

The number of shares that might be allocated to you is dependent on your salary, the profits of the company in the financial year prior to the award, the choice that you have made and the share price at the time of the award.

The value of the shares you may receive will be based on a percentage of your salary, with the percentage announced following Diageo plc's annual results.

If you do not complete a full year's service in the previous financial year, any award will be pro-rated.

Under Irish Revenue rules, the value of any shares awarded cannot exceed €12,700 per tax year.

A.

Please refer to our Global Mobility page.

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Please refer to our Global Mobility page.

A.

The release date is the date the shares are transferred out of Trust, (i.e. on the third anniversary of the allocation date) and registered on the main Diageo Register of Shareholders. On this date a share certificate is automatically issued in your name and you are free to sell the shares without any income tax liability.

A.

You may not have received Profit Shares for one of the following reasons:

Irish Profitshare

• You are employed by an employment agency rather than by Diageo Ireland;

• You are employed by another company within the Diageo plc group that does not participate in the Plan; or

• Where the required period of qualifying service is not met (i.e. you have not been employed for at least one month in the financial year).

Baileys Share Participation

• You are employed by an employment agency, not by a Diageo Ireland Company.

• Your are employed by part of Diageo Ireland that does not participate in the share participation scheme.

• You have not completed 12 months of continuous employment.

• You have not completed a Contract of Participation.

If you think that you should have received Profit Shares or Share Participation shares but didn’t, you should raise this with your local HR department.