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 21 February 2005 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 18 February 2005, 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 94.4% as
follows:

Date of Transaction      No. of Ordinary Shares     
                                                    
18.02.05                 783,426                    
                                                    

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               84,920                         
                                                      
P S Walsh              148,116                        
                                                      

The awards were made on 1 January 2002. The balance of each award has lapsed.

 

b) A notification that Mourant had, on 18 February 2005, 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 Sold   Sale Price of Ordinary 
                                                                          
                                                   Shares                 
                                                                          
18.02.05             176,724                       £7.485153              
                                                                          

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          33,968                   £7.485153                      
                                                                          
P S Walsh         59,246                   £7.485153                      
                                                                          

 

c) A notification that Mourant had, on 18 February 2005, 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 Sold   Sale Price of Ordinary  
                                                                          
                                                  Shares                  
                                                                          
18.02.05             4,511                        £7.485153               
                                                                          

 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          850                      £7.485153                      
                                                                          
P S Walsh         1,482                    £7.485153                      
                                                                          

 

d) A notification that Mourant had, on 18 February 2005, purchased 600,000
Ordinary Shares for the Employee Benefit Trust at a price of £7.485153per
Ordinary Share. Both directors of the Company named above under a) are
potential beneficiaries of the Employee Benefit Trust.

e) A notification that Mourant:

transferred 3,450 Ordinary Shares to a beneficiary of the Employee Benefit
Trust on 21 December 2004, following an exercise of options under the Diageo UK
Sharesave Scheme (which exercise was announced by the Company on 1 December
2004).

transferred 136,548 Ordinary Shares to a beneficiary of the Employee Benefit
Trust on 10 November 2004, following an exercise of options under the Company's
Senior Executive Share Option Plan (which exercise was announced by the Company
on 10 November 2004).

 

f) A notification that as a result of the above transactions the total holding
of the Employee Benefit Trust amounts to 6,621,825Ordinary 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               230,449                        
                                                      
P S Walsh              724,968                        
                                                      

22 February 2005