Director Shareholding

TO:      Regulatory Information Service                                        
                                                                               
         PR Newswire                                                           
                                                                               
RE:      CHAPTER 16 PARAGRAPH 13 OF                                            
                                                                               
         CONTINUING OBLIGATIONS                                                

 

Diageo plc (the 'Company') announces the following:

1) that it received notification on 10 October 2003 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo Share Incentive Plan (the 'Plan')
(formerly named the Diageo 2001 All Employee Share Ownership Plan) that the
following directors, together with other eligible employees under the Plan,
were awarded Ordinary shares of 28 101/108 pence in the Company ('Ordinary
Shares') on 10 October 2003 under the Plan, an Inland Revenue approved plan
operated by Diageo Group companies for the benefit of employees of the Company
and its subsidiaries:

Name of Director                        Number of Shares                       
                                                                               
N C Rose                                462                                    
                                                                               
P S Walsh                               462                                    

The Ordinary Shares were awarded by the Trustee at no cost to Plan participants
('Freeshares'), to a value based on a percentage of the participant's salary on
30 June 2003 and the Company's profits for the financial year ended 30 June
2003, subject to a maximum per Plan participant of £3,000 in value per tax
year. Freeshares are awarded annually and are held by the Trustee and cannot
normally be disposed of for a period of three years after the award date.

2) that it received notification on 10 October 2003 from the Trustee that:

(i) the Trustee purchased 46,845 Ordinary Shares in respect of participants in
the Plan on 10 October 2003 at a price of 647p per share. The Ordinary Shares
were purchased by Diageo Share Ownership Trustees Limited, which holds Ordinary
Shares as trustee of the Plan;

(ii) that the Trustee sold 340 Ordinary Shares in respect of participants
leaving the Plan. The Ordinary Shares were sold on 3 October 2003 at a price
per Ordinary Share of £6.6307 by the Trustee. The Plan is an Inland Revenue
approved plan operated by Diageo Group companies for the benefit of employees
of the Company and its subsidiaries.

  

 Date of           No of                                    Price Per 
Transaction        Ordinary                                 Share     
                   Shares                                             
                   Sold                                               
                                                                      
03.10.03           340                                      663.07p   

(iii) that the following directors of the Company were allocated Ordinary
Shares on 10 October 2003 under the Plan, from those purchased by the Trustee
as disclosed in (i) above:

Name of Director                        Number of Ordinary Shares              
                                                                               
N C Rose                                30                                     
                                                                               
P S Walsh                               30                                     

The number of Ordinary Shares allocated comprises those purchased by the
Trustee using an amount which the employee has chosen to have deducted from
salary ('Sharepurchase') and those awarded to the employee by the Company
('Sharematch') on the basis of one Sharematch Ordinary Share for every two
Sharepurchase Ordinary Shares.

The Sharepurchase Ordinary Shares were purchased and the Sharematch Ordinary
Shares were awarded at a price per share of 647p.

The Ordinary Shares are held by the Trustee. Sharepurchase Ordinary Shares can
normally be sold at any time. Sharematch Ordinary Shares cannot normally be
disposed of for a period of three years after the award date.

As a result of purchases and awards made by the Trustee on behalf of the
Company on 10 October 2003 in respect of all participants in the Plan, the
total holding of the Trustee now amounts to 2,224,906 Ordinary Shares.

 

3) that it received notification on 10 October 2003 from Lord Blyth that he has
purchased 1,152 Ordinary Shares on 10 October 2003 under an arrangement with
the Company, whereby he has agreed to use an amount of £7,500 per month, net of
tax, from his fees to purchase Ordinary Shares. Lord Blyth has agreed to retain
the Ordinary Shares while he remains a director of the Company.

The Ordinary Shares were purchased at a price per share of 647p.

As a result of this purchase, Lord Blyth's interest in Ordinary Shares has
increased to 33,207.

 

 

4) that today the directors named below were granted the following options over
Ordinary Shares under the Company's Senior Executive Share Option Plan:

Name of Director                        No of Ordinary Shares                  
                                                                               
N C Rose                                274,461                                
                                                                               
P S Walsh                               479,584                                

Each option was granted at a price of £6.49 per Ordinary Share and is
exercisable between 10 October 2006 and 9 October 2013, subject to satisfaction
of performance criteria.

As a result of the above, these directors' interests in the Company's Ordinary
Shares (excluding options, awards under the Company's LTIPs and also interests
as potential beneficiaries of the Diageo plc QUEST, the Grand Metropolitan No 2
Employee Share Trust, the Diageo Employee Benefit Trust, and in the case of Mr
Walsh only, the Pillsbury 401(K) Savings Plan) are as follows:

 Name of Director                       Number of Shares                       
                                                                               
N C Rose                                124,288                                
                                                                               
P S Walsh                               591,749*                               

*(of which 4,932 are held in the form of American Depositary Shares).

5) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 1,172
Ordinary Shares to participants exercising options granted under the Company's
UK Savings-Related Stock Option Scheme and the Grand Metropolitan
Savings-Related Share Option Scheme (the 'Schemes'). The Ordinary Shares were
transferred by Diageo QUEST Trustees Limited as trustee of the Trust. The Trust
is a discretionary trust for the benefit of employees of the Company and its
subsidiaries which operates in conjunction with the Schemes and holds Ordinary
Shares to satisfy existing options granted under the Schemes.

1.           Executive directors who are potential beneficiaries of the Trust  
             are:                                                              
                                                                               
             N C Rose                                                          
                                                                               
             P S Walsh                                                         
                                                                               
2.           Transactions notified on 10 October 2003 in relation to the Trust.
                                                                               
Date of Transaction       No. of Ordinary Shares    Range of Option Prices of  
                          Transferred               Ordinary Shares            
                                                                               
10.10.03                  1,172                     £4.47 - £5.23              

The total holding of Ordinary Shares of the Trust is now nil.

10 October 2003