Diageo (DEO)

Changes in Share Capital

Subject to the Companies Acts, Diageo’s shareholders may, by passing an appropriate resolution, authorize the company to do any of the following:

·      consolidate, or consolidate and then divide, all or any of its share capital into new shares of larger nominal amounts than its existing shares;

·      divide some or all of its shares into shares of a smaller nominal amount;

·      purchase its own shares; and

Changes in Share Capital

Diageo’s ordinary shareholders may pass an ordinary resolution to do any of the following:

Changes in Share Capital

Diageo’s ordinary shareholders may pass an ordinary resolution to do any of the following:

·                  increase Diageo’s share capital by the creation of new shares of such an amount as the resolution shall prescribe;

·                  consolidate, or consolidate and then divide, all or any of Diageo’s share capital into new shares of larger nominal amounts than its existing shares;

·                  cancel any shares which have not, at the date of the relevant resolution, been subscribed or agreed to be subscribed by any person and reduce the amount of Diageo’s authorized share capital by the amount of such unissued shares so cancelled; and

·                  divide some or all of Diageo’s shares into shares of a smaller nominal amount.

Diageo may:

·                  with the authority of shareholders by ordinary or special resolution and subject to the provisions of the Companies Acts, purchase its own shares; and

·                  by special resolution and subject to the provisions of the Companies Acts, reduce its share capital, any capital redemption reserve, share premium account or any other undistributable reserve, subject to receiving a court sanction.

At an annual general meeting held on October 16, 2007, Diageo’s shareholders gave it authority to repurchase up to 263,122,000 of its ordinary shares subject to additional conditions.