Director Shareholding

TO:       Regulatory Information Service                                 
                                                                         
          PR Newswire                                                    
                                                                         
RE:       CHAPTER 16 PARAGRAPH 13 OF                                     
                                                                         
          THE LISTING RULES                                              

Diageo plc (the 'Company') announces:

 

1) That it received notification on 23 February 2004 for the purposes of
Section 329 of the Companies Act 1985 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 'Plan'), approved by shareholders on 11 August
1998.

 

a) A notification that Mourant & Co Trustees Limited, as trustee of the
Employee Benefit Trust ('Mourant'), had, on 20 February 2004, transferred
ordinary shares of 28 101/108 pence of the Company ('Ordinary Shares') to
participants receiving awards released under the Plan at a level of 72.2% as
follows:

Date of Transaction        No. of Ordinary Shares   
                                                    
20.02.04                   740,775                  

including Ordinary Shares transferred to the directors of the Company named
below, as participants receiving awards released under the Plan, as follows:

Name of Director           No. of Ordinary Shares     
                                                      
N C Rose                   71,696                     
                                                      
P S Walsh                  132,073                    

The awards were made on 1 January 2001. The balance of each award has lapsed.

 

b) A notification that Mourant had, on 20 February 2004, made the following
sale of Ordinary Shares to meet the requirement to reimburse the Company for
PAYE tax liability on awards released under the Plan:

 

Date of Transaction        No. of Ordinary Shares     Sale Price of       
                           Sold                       Ordinary            
                                                                          
                                                      Shares              
                                                                          
20.02.04                   168,750                    £7.195              

including Ordinary Shares sold on behalf of a director of the Company, as
follows.

Name of Director          No. of Ordinary Shares      Sale Price of       
                                                      Ordinary Shares     
                                                                          
N C Rose                  28,678                      £7.195              
                                                                          
P S Walsh                 52,829                      £7.195              

 

c) A notification that Mourant had, on 20 February 2004, made the following
sale of Ordinary Shares to meet the requirement to reimburse the Company for
National Insurance liabilities on awards released under the Plan:

 

Date of Transaction        No of Ordinary Shares      Sale Price of       
                           Sold                       Ordinary            
                                                                          
                                                      Shares              
                                                                          
20.02.04                   4,176                      £7.195              

 including Ordinary Shares sold on behalf of a director of the Company, as
follows.

Name of Director          No. of Ordinary Shares      Sale Price of       
                                                      Ordinary Shares     
                                                                          
N C Rose                  717                         £7.195              
                                                                          
P S Walsh                 1,320                       £7.195              

 

d) A notification that Mourant had, on 20 February 2004, purchased 820,000
Ordinary Shares for the Employee Benefit Trust at a price of £7.2724040 per
Ordinary Share. Both directors of the Company named above under a) are
potential beneficiaries of the Employee Benefit Trust.

 

e) A notification that as a result of the above transactions the total holding
of the Employee Benefit Trust amounts to 6,345,249 Ordinary Shares.

 

As a result of the above release of awards, sales and acquisition of interests,
the above 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 Employee Benefit Trust and the Grand Metropolitan
No.2 Employee Share Trust) are as follows:

 

Name of Director           No. of Ordinary Shares     
                                                      
N C Rose                   169,773                    
                                                      
P S Walsh                  666,846                    

23 February 2004