TO: Regulatory Information Service
PR Newswire
RE: PARAGRAPH 3.1.4 OF
THE DISCLOSURE RULES
The notifications listed below are each in respect of a single transaction of
which notification was received under Paragraph 3.1.2 of the Disclosure Rules
and, in respect of directors of Diageo plc only, Section 324 of the Companies
Act 1985.
Diageo plc (the 'Company') announces that on 2 September 2005 it received
notification of transactions by the trustee of the Diageo Employee Benefit
Trust (the 'Employee Benefit Trust') as detailed below. The Employee Benefit
Trust is a discretionary trust for the benefit of employees of the Company and
its subsidiaries and operates primarily in conjunction with the Company's Long
Term Incentive Plan, now called the Total Shareholder Return plan (the 'TSR'),
approved by shareholders on 11 August 1998.
1) the directors shown below acquired, on 2 September 2005, an interest in the
Company's ordinary shares of 28 101/108 pence ('Ordinary Shares') in the form
of awards under the TSR, as follows:
Name of Director No. of Ordinary Shares
N C Rose 231,356
P S Walsh 502,287
2) the 'Persons Discharging Managerial Responsibilities' shown below acquired,
on 2 September 2005, an interest in Ordinary Shares or American Depository
Shares ('ADS') in the form of awards under the TSR, as follows:
Name of Person No. of Ordinary Shares
S Fletcher 116,287
J Grover 95,891
A Morgan 124,811
G Williams 104,415
Name of Person No. of ADS*
R Malcolm 28,013
I Menezes 43,941
T Proctor 35,263
* (1 ADS is the equivalent of 4 Ordinary Shares)
The numbers shown above for each director and Person Discharging Managerial
Responsibilities is the maximum number of shares which could be transferred
upon achieving top performance (1st or 2nd position) by reference to Diageo's
eighteen company peer group used in the performance test for the 2005 awards
under the TSR. At position 9 within the TSR peer group 23.3% of the above
shares would be transferred.
The performance period commenced on 1 July 2005 and, subject to the rules of
the TSR and achievement of the performance requirement, the awards will be
released on 30 June 2008.
2 September 2005
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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