S-8

As filed with the Securities and Exchange Commission on February 16, 2018

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Diageo plc

(Exact name of registrant as specified in its charter)

England	N.A.
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Lakeside Drive, Park Royal

London NW10 7HQ, England

(Address of Principal Executive Offices)

Diageo plc 2017 Share Value Plan

(Full title of the plan)

Gabriel Bisio

Diageo North America, Inc.

801 Main Street, Norwalk, CT 06851

(Name and address of agent for service)

+1-203-229-7132

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)	Amount to be registered	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Ordinary Shares, par value 28  101⁄108 pence per share	500,000	$33.90	$16,950,000.00	$2,110.28

(1) The ordinary shares, par value 28  ¹⁰¹⁄₁₀₈ pence per share (the “Ordinary Shares”), of Diageo plc (the “Registrant”) may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents four Ordinary Shares. A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission (the “Commission”) on February 1, 2013 (Registration No. 333-186400) for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares.

(2) In accordance with Rule 457(h), the proposed maximum offering price per share has been calculated pursuant to Rule 457(c) based upon the average of the high and low price of the ordinary shares on the London Stock Exchange of £24.52 on February 9, 2018. The translation of pounds sterling into U.S. dollars has been made at the closing spot rate for pounds sterling, as reported by Bloomberg at 5 pm, New York City time, on February 9, 2018 (£1=U.S. $1.3827). Offering prices are estimated solely for the purpose of calculating the registration fee.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement, as required by Rule 428(b) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed or furnished by Diageo plc (the “Registrant”) with the Commission are incorporated as of their respective dates by reference herein and shall be deemed a part hereof:

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2017, filed with the Commission on August 8, 2017 (the “2017 Form 20-F”); and

(b) The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form F-3 (File No. 333-202774) filed with the Commission on March 16, 2015.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.

Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create any implication that there has been no change in the affairs of the Registrant since its date thereof or that the information contained in it is current as of any time subsequent to its date. Any statement contained in such a document shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a subsequent statement contained herein or in a subsequently filed document incorporated by reference herein, modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. In addition, any statement contained in any such document shall be deemed to be superseded for the purpose of this registration statement to the extent that a discussion contained herein covering the same subject matter omits such statement. Any such statement omitted shall not be deemed to constitute a part of this registration statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

English law does not permit a company directly or indirectly to indemnify a director of the company, or of an associated company, in connection with any negligence, default, breach of duty or breach of trust by the director in relation to the company of which he is a director unless the indemnity constitutes a “qualifying third party indemnity provision”. An indemnity will be a “qualifying third party indemnity provision” for the purposes of the Companies Act 2006 (the “English Companies Act”), provided that it does not indemnify the director against any liability the director incurs:

(a) to the company or to an associated company;

(b) to pay a criminal fine or a regulatory penalty;

(c) in defending criminal proceedings in which the director is convicted;

(d) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against the director; or

(e) in an unsuccessful application to the court for relief from liability under the English Companies Act.

Article 140 of the Registrant’s Articles of Association provides:

“To the extent permitted by the Companies Acts, the company may indemnify any director of the company or of any associated company against any liability and may purchase and maintain for any director of the company or of any associated company insurance against any liability. No director of the company or of any associated company shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.”

The relevant sections of the English Companies Act provide as follows:

232 Provisions protecting directors from liability

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

(a) section 233 (provision of insurance),

(b) section 234 (qualifying third party indemnity provision), or

(c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

233 Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

234 Qualifying third party indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director—

(i) in defending criminal proceedings in which he is convicted, or

(ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

(iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction, judgment or refusal of relief becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—

section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

235 Qualifying pension scheme indemnity provision

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

256 Associated bodies corporate

For the purposes of this Part—

(a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

(b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

239 Ratification of acts of directors

(1) This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.

(2) The decision of the company to ratify such conduct must be made by resolution of the members of the company.

(3) Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.

(4) Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him. This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.

(5) For the purposes of this section—

(a) “conduct” includes acts and omissions;

(b) “director” includes a former director;

(c) a shadow director is treated as a director; and

(d) in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

(6) Nothing in this section affects—

(a) the validity of a decision taken by unanimous consent of the members of the company, or

(b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.

(7) This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

1157 Power of court to grant relief in certain cases

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

The directors and officers of the Registrant and its duly authorized U.S. representative are insured against certain liabilities, including certain liabilities under U.S. securities laws, which they may incur in their capacity as such under a liability insurance policy carried by Diageo plc.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit    Number	Description
4.1	Articles of Association of the Registrant (incorporated by reference to Exhibit 99.1 to the Registrant’s Form  6-K filed on October 15, 2009) (Commission File No. 001-10691).
4.2	Form of Amended and Restated Deposit Agreement, among Diageo plc, Citibank, N.A., and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit (a) to the Registration Statement on Form F-6 (Commission File No. 333-186400) filed with the Commission on February 1, 2013).
5.1	Opinion of Slaughter and May regarding legality of securities to be issued pursuant to this Registration Statement.
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, concerning financial statements of Diageo plc as of and for the years ended June 30, 2016 and June  30, 2017.
23.2	Consent of KPMG LLP, independent registered public accounting firm, concerning financial statements of Diageo plc for the year ended June 30, 2015.
23.3	Consent of Slaughter and May (included in Exhibit 5.1).

Exhibit    Number	Description
24.1	Power of Attorney (included on signature page).
99.1	Diageo plc 2017 Share Value Plan.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on February 16, 2018.

DIAGEO PLC
By:	/s/ David Harlock
Name:	David Harlock
Title:	Company Secretary

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each Director listed below and David Harlock, as such person’s true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as each such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on February 16, 2018.

Name	Title
/s/ Ivan Menezes Ivan Menezes	Executive Director (Principal Executive Officer)
/s/ Kathryn Mikells Kathryn Mikells	Executive Director (Principal Financial and Accounting Officer)
/s/ Javier Ferrán Javier Ferrán	Director
Peggy B. Bruzelius	Director
Lord Davies of Abersoch Lord Davies of Abersoch	Director
Betsy D. Holden Betsy D. Holden	Director
/s/ Ho KwonPing Ho KwonPing	Director
Nicola S. Mendelsohn	Director
Alan J.H. Stewart Alan J.H. Stewart	Director
Gabriel Bisio Gabriel Bisio	Authorized U.S. Representative

EX-5.1

Exhibit 5.1

One Bunhill Row          London EC1Y 8YY      T +44 (0)20 7600 1200 F +44 (0)20 7090 5000

	16 February 2018
	Your reference
Diageo plc
Lakeside Drive	Our reference
Park Royal	SRN/KZK
London	Direct line
NW10 7HQ	+44 (0) 20 7090 3372

Dear Sirs,

The Diageo 2017 Share Value Plan (the “Share Plan”)

1. As English legal advisers to Diageo plc (the “Company”), we are giving this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the United States Securities and Exchange Commission (the “SEC”) on or around 16 February 2018. We have not been involved in the preparation of the Share Plan and our involvement has been limited to the writing of this letter. We have not been concerned with investigating or verifying the facts set out in the Registration Statement.

2. This letter sets out our opinion on certain matters of English law as at today’s date and as currently applied by the English courts. We express no opinion on European Union law as it affects or would be applied in any jurisdiction other than England and Wales. We have not made any investigation of, and do not express any opinion on, any other law. This letter is to be governed by and construed in accordance with English law.

3. For the purposes of this opinion, we have examined:

(A) the Memorandum and Articles of Association of the Company certified as true, complete and up-to-date by the Deputy Company Secretary of the Company;

(B) the rules of the Share Plan (the “Rules”);

(C) the Registration Statement; and

SJ Cooke	PWH Brien	AC Cleaver	JC Cotton	JA Papanichola	PIR Dickson	CP McGaffin	CVK Boney	Authorised and regulated
SM Edge	JM Fenn	DR Johnson	RJ Turnill	RA Byk	IS Johnson	CL Phillips	F de Falco	by the Solicitors
NPG Boardman	AC Johnson	S Middlemiss	WNC Watson	GA Miles	RM Jones	SVK Wokes	SNL Hughes	Regulation Authority
CM Horton	SR Galbraith	RA Swallow	CNR Jeffs	GE O’Keefe	EJ Fife	NSA Bonsall	PR Linnard	Firm SRA number 55388
PP Chappatte	SRB Powell	CS Cameron	SR Nicholls	T Pharoah	JP Stacey	MJM Cox	KA O’Connell
PH Stacey	AG Ryde	CA Connolly	MJ Tobin	MD Zerdin	LJ Wright	RCT Jeens	N Yeung
CWY Underhill	JAD Marks	PJ Cronin	DG Watkins	RL Cousin	JP Clark	V MacDuff
OA Wareham	DA Wittmann	BJ-PF Louveaux	BKP Yu	BJ Kingsley	WHJ Ellison	PL Mudie
DL Finkler	TS Boxell	E Michael	EC Brown	IAM Taylor	AM Lyle-Smythe	OI Storey
RD de Carle	SJ Luder	RR Ogle	RA Chaplin	DA Ives	SC Macknay	DM Taylor
SP Hall	AJ McClean	PC Snell	J Edwarde	MC Lane	A Nassiri	RJ Todd
JD Boyce	JC Twentyman	HL Davies	AD Jolly	LMC Chung	DE Robertson	WJ Turtle
MEM Hattrell	DJO Schaffer	JC Putnis	S Maudgil	RJ Smith	TA Vickers	OJ Wicker
N von Bismarck	STM Lee	RA Sumroy	JS Nevin	MD’AS Corbett	RA Innes	DJO Blaikie		550202052

(D) the Deputy Company Secretary’s certificate dated 16 February 2018 in respect of the Company (the “Deputy Company Secretary’s Certificate”).

4. For the purposes of this opinion, we have carried out in respect of the Company:

(A) a search at the Registrar of Companies on 16 February 2018 of the file of the Company maintained at Companies House; and

(B) a telephone search at the Central Registry of Winding-Up Petitions on 16 February 2018,

together the “Searches”.

Assumptions

5. For the purposes of this opinion, we have assumed each of the following:

(A) the copy (including electronic copy) documents examined by us are complete and accurate as at today’s date and conform to the originals;

(B) that all signatures on the executed documents which, or copies of which, we have examined are genuine;

(C) the copy of the Memorandum and Articles of Association of the Company examined by us is complete and up to date and would, if issued today, comply, as respects the Articles of Association, with section 36 of the Companies Act 2006;

(D) the statements contained in the Deputy Company Secretary’s Certificate referred to in section 3(D) are complete and accurate as at today’s date;

(E) the capacity, power and authority of each party to the documents examined by us to execute, deliver and exercise its rights and perform its obligations (as applicable) under those documents;

(F) that (i) information disclosed by the Searches was at the time each was carried out complete, up to date and accurate and has not since then been altered or added to, and (ii) the Searches did not fail to disclose any information relevant for the purposes of this opinion;

Page 2/Diageo plc/16 February 2018

(G) that (i) the Company has not made any proposal for a voluntary arrangement or obtained a moratorium under Part I of the Insolvency Act 1986, (ii) the Company has not given any notice in relation to or passed any winding-up resolution, (iii) no application has been made or petition presented to a court, and no order has been made by a court, for the winding-up or administration of the Company, and no step has been taken to strike off or dissolve the Company, (iv) no liquidator, administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to the Company or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer, and (v) no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside England and Wales in relation to the Company or any of its assets or revenues;

(H) that insofar as any obligation under the Share Plan is to be performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective or contrary to public policy in that jurisdiction;

(I) all acts, conditions or things required to be fulfilled, performed or effected in connection with the Share Plan under the laws of any jurisdiction other than England and Wales have been duly fulfilled, performed and effected in accordance with the laws of each such jurisdiction;

(J) that the Rules which we have examined are in force, were validly adopted by the Company and have been and will be operated in accordance with their terms;

(K) that the directors of the Company have complied with their duties as directors in so far as relevant to this opinion letter;

(L) that, in respect of each issue of ordinary shares in the capital of the Company under the Share Plan (the “Shares”), the Company will have sufficient authorised but unissued share capital and the directors of the Company will have been granted the necessary authority to allot and issue the relevant Shares;

(M) that a meeting of the board of directors of the Company or a duly authorised and constituted committee of the board of directors of the Company has been or will be duly convened and held, prior to the allotment and issue of the Shares, at which it was or will be resolved to allot and issue the Shares;

Page 3/Diageo plc/16 February 2018

(N) that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Act 2006;

(O) that the Shares are issued in accordance with the Rules;

(P) that the name of the relevant allottee and Shares allotted are duly entered in the register of members of the Company;

(Q) that the Company has not made and will not make a payment out of capital in respect of the purchase of its own shares which would cause a liability to be incurred by its shareholders under the UK Insolvency Act 1986 (as amended);

(R) that none of the holders of the Company’s shares has received or will receive any dividends or distribution which constitute an unlawful distribution pursuant to common law or the Companies Act 1985 and the Companies Act 2006 (as applicable);

(S) that there is no actual or implied additional contractual relationship between the Company and the holders of the Shares, except for any contract of employment, the Company’s Articles of Association and the Share Plan;

(T) that, in respect of each issue of Shares, such issue will not be subject to any pre-emptive or other rights of the holders of issued shares of the Company except such rights as have been disapplied; and

(U) that any subordinate legislation made under the European Communities Act 1972 and relevant to this opinion is valid in all respects.

Opinion

6. Based on and subject to the foregoing, and subject to the reservations set out below and to any matter of fact not disclosed to us, we are of the opinion that:

(A) The Company is a limited liability company which has been duly incorporated and is validly existing.

Page 4/Diageo plc/16 February 2018

(B) When the Shares are issued and delivered against full payment therefor as contemplated in the Registration Statement and in conformity with the Company’s Memorandum and Articles of Association and so as not to violate any applicable law, such Shares will have been validly issued and fully paid up and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof, by reason solely of their being such holders.

Reservations

7. Our reservations are as follows:

(A) We express no opinion as to the validity or otherwise of the issue of any American depositary shares under the Share Plan.

(B) The English courts will apply English law as the governing law of the Share Plan subject to, and in accordance with, Council Regulation (EC) No. 593/2008 of 17 June 2008 on the law applicable to contractual obligations.

(C) Insofar as any obligation under the Share Plan is to be performed in any jurisdiction other than England and Wales, an English court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance.

(D) We express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Company under or in respect of the Share Plan.

(E) The obligations of the Company and the remedies available to the Company or participants under or in respect of the Share Plan will be subject to any law from time to time in force relating to liquidation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

(F) In our opinion under English law there is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgements of United States courts, of civil liabilities predicated solely upon the United States Federal or State securities laws.

Page 5/Diageo plc/16 February 2018

(G) The Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Company or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales.

(H) This opinion is subject to any limitations arising from insolvency, liquidation, administration, moratorium, reorganisation and similar laws and procedures affecting the rights of creditors generally.

General

8. This opinion is given to you solely for your use in connection with the filing of the Registration Statement. It may not be relied upon by any other person or used for any other purpose other than set out in this opinion.

9. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not admit that we are “experts” under the Securities Act of 1933 or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion. This opinion is provided to you in connection with the filing of the Registration Statement. It is not to be reproduced, quoted, summarised or relied upon by anyone else or for any other purpose without our express consent.

Page 6/Diageo plc/16 February 2018

10. To the extent permitted by applicable law and regulation, you may rely on this letter only on condition that your recourse to us in respect of the matters addressed in this letter is against the firm’s assets only and not against the personal assets of any individual partner. The firm’s assets for this purpose consists of all assets of the firm’s business, including any right of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right.

Yours faithfully,

/s/ Slaughter and May

Slaughter and May

Page 7/Diageo plc/16 February 2018

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 8 August 2017 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Diageo plc’s Annual Report on Form 20-F for the year ended 30 June 2017. We also consent to the reference to us under the heading “Historical information” in Diageo plc’s Annual Report on Form 20-F for the year ended 30 June 2017, which is incorporated by reference in this Registration Statement on Form S-8.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

London, United Kingdom

16 February 2018

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Diageo plc

We consent to the use of our report dated 29 July 2015, with respect to the consolidated income statement, and consolidated statements of comprehensive income, changes in equity and cash flows of Diageo plc and its subsidiaries, including the disclosures within the section ‘Key management personnel related party transactions’ on page 198, for the year ended 30 June 2015, incorporated herein by reference.

/s/ KPMG LLP

KPMG LLP

London, England

February 16, 2018

EX-99.1

Exhibit 99.1

THE DIAGEO 2017 SHARE VALUE PLAN

Approved by shareholders of the Company on 20 September 2017

Adopted by the Remuneration Committee of the Company on 20 September 2017

CONTENTS

Clause		Page
1.	Definitions And Interpretation		1
2.	Approval And Administration		4
3.	Eligibility		4
4.	Grant Of Options		5
5.	Election To Purchase		6
6.	Limits		7
7.	Exercise Of Options		9
8.	Early Withdrawal		12
9.	Leavers And Deceased Participants		12
10.	Takeovers And Other Corporate Events		13
11.	Adjustment Of Options		15
12.	Alterations		16
13.	Miscellaneous		17

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless the context otherwise requires:

“ADS” means an American Depositary Share being an authorised depositary security representing Shares in the Company and being evidenced by an authorised depositary receipt issued by the Bank and quoted on the New York Stock Exchange;

“Bank” means Citibank or such other bank as the Company may from time to time appoint to issue authorised depositary receipts;

“Board” means the board of directors of the Company (or, on and after the occurrence of a corporate event described in Rule 10, for the purposes of making determinations under Rule 10, the board of directors of the Company as constituted immediately before such event occurs) or a duly authorised committee of the board or a duly authorised person;

“Brokerage Account” means a designated brokerage account maintained by the Plan Administrator for a Participant’s benefit;

“Cessation Notice” means a notice to stop payroll deductions given by a Participant in accordance with Rule 8.1;

“Change in Control” means an event under Rule 11.1, Rule 11.2 or Rule 11.3;

“Change in Control ADS Price” means the higher of:

(a) the Fair Market Value of an ADS on the Change in Control Date (or, if the Change in Control Date is not a Trading Day, on the Trading Day immediately before the Change in Control Date), or

(b) the price per share paid or proposed to be paid for the Shares on the Change in Control, converted into the US dollar price per ADS by reference to the spot exchange rate on the Change in Control Date and adjusted for the then existing ratio between an ADS and the number of Shares represented by an ADS;

“Change in Control Date” means:

(a) for an event under Rule 10.1(a), the date on which the person obtains Control of the Company;

(b) for an event under Rule 10.2(c), the date on which it becomes effective; or

(c) for an event under Rule 10.2(b), the date that is the first day of the period during which the person serving the notice is entitled and bound to acquire shares;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Company” means Diageo plc (registered in England and Wales with registered number 23307);

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“Control” means control within the meaning of section 995 of the Income Tax Act 2007;

“Deposit Amount” means the amount that the Participant elects to contribute in each pay period in any Plan Period;

“Election Date” means the date that is 30 days after the date that the Notice of Grant is sent to Participants;

“Fair Market Value” means:

(a) the average of the closing prices of an ADS on the New York Stock Exchange for the 3 Trading Days before the relevant date; or

(b) if (a) above does not apply, the market value of an ADS as determined by the Board;

“Grant Date” means the date on which an Option is granted;

“Group Member” means:

(a) a Participating Company or a body corporate which is the Company’s holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company’s holding company;

(b) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

(c) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 15% or more of its equity voting rights and has been designated by the Board for this purpose;

“Listing Rules” means the Listing Rules published by the United Kingdom Listing Authority;

“London Stock Exchange” means London Stock Exchange plc or any successor to that company;

“New York Stock Exchange” means The New York Stock Exchange, Inc. or any successor to that company;

“Notice of Grant” means the notice sent to Participants in accordance with Rule 4.2;

“Option” means a right to acquire ADSs granted under the Plan;

“Participant” means a person who holds an Option including his personal representatives;

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“Participation Election” means the election to be completed by an employee who wishes to participate in the Plan;

“Participating Company” means the Company or any direct or indirect United States Subsidiary designated as a participating company by the Board;

“Plan” means the Diageo 2017 Share Value Plan as amended from time to time;

“Plan Administrator” means the Company, any Participating Subsidiary or the common United States parent corporation of the Participating Subsidiaries;

“Plan Period” means the calendar year following the year in which the Grant Date occurs;

“Purchase Account” means an account established on the books of each Participating Subsidiary for the purpose of purchasing ADSs by Participants under the Plan;

“Purchase Date” means the last Trading Day of the calendar year following the year in which the Grant Date occurs;

“Purchase Price” means the amount payable on the exercise of an Option;

“Rule” means a rule of the Plan;

“Settlement Amount” means the amount that would be realised by a Participant if he/she exercised his/her Option to purchase the number of ADSs (including fractional shares) that can be purchased by applying the Participant’s share of the funds in the Purchase Account in respect of such Option as of the Change in Control Date and sold all such ADSs immediately at the Change in Control ADS Price;

“Shares” means fully paid ordinary shares in the capital of the Company;

“Subsidiary” means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) of the Company;

“Tax Liability” means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority; and

“Trading Days” means any day on which the ADSs are traded on the New York Stock Exchange or, if the ADSs are no longer traded on the New York Stock Exchange, any other exchange on which the ADSs are traded.

1.2 Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

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1.3 Expressions in italics and headings are for guidance only and do not form part of the Plan.

2. APPROVAL AND ADMINISTRATION

2.1 Approval of Plan

The Plan was adopted by the Board on 20 September 2017 and was approved by the shareholders of the Company on 20 September 2017.

2.2 Administration and expiry

The Plan will be administered by the Board in accordance with its Rules and the Code, and shall expire on 20 September 2027.

3. ELIGIBILITY

3.1 General rule on eligibility

An individual is eligible to be granted an Option only if he is an employee of a Participating Company.

3.2 Excluded employees

For the purposes of the Plan, the term “employee” does not include:

(a) any person whose customary employment is less than 20 hours per week; or

(b) any person whose customary employment is five months or less in any calendar year.

All employees eligible to be granted Options under the Plan shall have the same rights and privileges with respect to Options granted at the same time.

3.3 5% shareholders

In no event may an employee be granted an Option if the grant would result in him/her owning shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or any Subsidiary. For these purposes, the rules of Section 424(d) of the Code shall apply and shares which the employee may purchase under outstanding options (whether under this Plan or otherwise) shall be treated as shares owned by the employee.

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4. GRANT OF OPTIONS

4.1 Terms of grant

Subject to the remainder of this Rule 4 and Rule 6, the Board may resolve to grant an Option on the terms set out in the Plan to any person who is eligible to be granted an Option under Rule 3.

4.2 Notice of Grant

Within 30 days following the Grant Date or as soon as reasonably practicable thereafter, a Notice of Grant shall be sent to each Participant which shall:

(a) inform the Participant of his/her entitlement to purchase ADSs in accordance with the Rules at the applicable Purchase Price on the applicable Purchase Date;

(b) incorporate by reference the Rules; and

(c) be in such form as the Board shall determine from time to time.

4.3 Purchase Price – method of determination

The Purchase Price of each ADS subject to an Option under the Plan shall:

(a) be 85 percent of the Fair Market Value of an ADS on the Grant Date (or on the Trading Day immediately before the Grant Date if the Grant Date is not a Trading Day), expressed in U.S. dollars; and

(b) never be less than the pounds sterling equivalent on the Purchase Date of the nominal value of the Shares represented by such ADS.

4.4 Purchase Price - timing of determination

The Purchase Price may only be determined by reference to Trading Days falling:

(a) within the period of 6 weeks beginning with:

(i) the day on which the Plan is approved by shareholders of the Company; or

(ii) the dealing day after the date on which the Company announces its results for any period; or

(b) at any other time when the Board considers that circumstances are sufficiently exceptional to justify this.

4.5 Term of Options

Any unexercised Option shall lapse immediately after the Purchase Date.

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4.6 Non-transferability and bankruptcy

An Option granted to any person:

(a) shall not be transferred, assigned, charged or otherwise disposed of (except on his death to his personal representatives) and shall lapse immediately on any attempt to do so; and

(b) shall lapse immediately if he is declared bankrupt.

4.7 Approvals and consents

The grant of any Option shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, the listing rules of the New York Stock Exchange, or any other UK or overseas regulation or enactment.

5. ELECTION TO PURCHASE

5.1 Election

(a) On or before the Election Date, each Participant must make a Participation Election if the Participant wishes to participate in the Plan in respect of a Plan Period indicating the Deposit Amount he/she proposes to make (subject to the limits set out in Rule 6.6).

(b) If the Plan Administrator does not receive a Participation Election properly completed by the Election Date, that Participant shall be deemed to have elected not to participate.

(c) On receipt of the Participation Election in accordance with Rule 5.1(a), the Plan Administrator shall determine the maximum whole number of ADSs (by rounding up, if necessary) that can be purchased on the Purchase Date by or on behalf of the Participant using the Participant’s share of the funds have accumulated in the Purchase Account as at the Purchase Date and the Board shall grant an Option over that maximum whole number of ADSs.

5.2 Purchase Account

(a) A Purchase Account shall be established and ADSs purchased under the Plan shall be purchased with funds accumulated in that Purchase Account.

(b) The funds accumulated in the Purchase Account may only be applied toward the purchase of ADSs pursuant to Options, unless such funds are returned to the relevant Participant in accordance with the Rules.

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5.3 Payroll deductions

A Participant who elects to purchase ADSs shall be deemed to have authorised and instructed the Participating Subsidiary which employs him/her to:

(a) withhold the Deposit Amount from the periodic payment of his/her after-tax wages an amount starting with the first pay period in the Plan Period and continuing each pay period until the Purchase Date; and

(b) deposit the Deposit Amount in the Purchase Account.

5.4 Minimum elected ADSs

If an election is made by a Participant under Rule 5.1 to purchase ADSs, the dollar amount of the Participant’s Deposit Amount shall not be less than $250 and any election for a Deposit Amount that is lower than that minimum shall be deemed to be an election for that minimum Deposit Amount.

6. LIMITS

6.1 Plan limit

The maximum number of Shares that may be issuable upon the exercise of Options under this Plan shall not exceed 1,400,000, which represents 0.06 percent of the Company’s issued ordinary share capital on 13 July 2017.

6.2 10% in 10 years limit

An Option shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 6.3) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10% of the ordinary share capital of the Company in issue at that time.

6.3 Meaning of “allocated”

For the purposes of Rule 6.2:

(a) Shares are allocated:

(i) when an option, award or other contractual right to acquire unissued Shares or treasury shares is granted;

(ii) where Shares are issued or treasury shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury shares transferred;

(b) any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right shall count as “allocated” unless they are already treated as allocated under this Rule; and

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(c) for the avoidance of doubt, existing Shares other than treasury shares that are transferred or over which options, awards or other contractual rights are granted shall not count as “allocated”.

6.4 Post-grant events affecting numbers of “allocated” Shares

For the purposes of Rule 6.3:

(a) where:

(i) any option, award or other contractual right to acquire unissued Shares or treasury shares is released or lapses (whether in whole or in part); or

(ii) after the grant of an option, award or other contractual right the Board determines that:

(aa) where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the payment of cash equal to the gain made on its exercise; or

(bb) it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury shares which consequently cease to be subject to the option, award or other contractual right shall not count as “allocated”; and

(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

6.5 Changes to investor guidelines

Treasury shares shall cease to count as “allocated” Shares for the purposes of Rule 6.3 if institutional investor guidelines cease to require such Shares to be so counted.

6.6 Individual limit

(a) No Participant shall be granted an Option if his rights to purchase ADSs under all employee share purchase plans within the meaning of Section 423 of the Code operated by the Company and any Participating Company would accrue at a rate that exceeds $25,000 of such ADSs, or any lower maximum set by the Board from time to time, for each calendar year in which the Option is outstanding at any time.

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(b) For the purpose of this Rule 6.6:

(i) the right to purchase ADSs under an option accrues when the Option (or any portion of it) first becomes exercisable during the calendar year;

(ii) the right to purchase ADSs under an option accrues at the rate provided in the option, but in no case may such rate exceed $25,000 of such ADSs (determined at the Grant Date) for any one calendar year; and

(iii) a right to purchase ADSs which has accrued under one option granted under the Plan may not be carried over to any other option.

(c) If, for any reason, the number of ADSs that could be purchased with the Participant’s share of the funds in the Purchase Account would exceed the number of ADSs permitted to be elected by a Participant under this Rule, the Participant shall be deemed to have elected for the greatest number of ADSs permitted to be elected by him under this Rule.

6.7 Effect of limits

Any Option shall be limited and take effect so that the limits in this Rule 6 are complied with.

7. EXERCISE OF OPTIONS

7.1 Exercise

(a) Except where early exercise is permitted under Rule 9 or Rule 10, the Option will only be exercisable on the Purchase Date.

(b) The Plan Administrator will determine the actual number of ADSs (including fractional shares) that a Participant may purchase by dividing the Participant’s share of funds accumulated in the Purchase Account by the Purchase Price.

(c) Unless a Participant has withdrawn his/her Option before the Purchase Date in accordance with Rule 8, the following shall apply on the Purchase Date:

(i) if the Fair Market Value of an ADS on the Purchase Date (or on the Trading Day immediately preceding the Purchase Date if the Purchase Date is not a Trading Day) is more than the Purchase Price, a Participant shall be deemed on the Purchase Date to have exercised the Option on that date; and

(ii) if the Fair Market Value of an ADS on the Purchase Date (or on the Trading Day immediately preceding the Purchase Date if the Purchase Date is not a Trading Day) is the same as or less than the Purchase Price per ADS, the Participant shall be deemed not to have exercised his/her Option on that date and shall receive, as soon as administratively feasible after the Purchase Date, his/her share of the funds in the Purchase Account relating to that Option as at the Purchase Date.

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7.2 Restrictions on the exercise of an Option: regulatory and tax issues

An Option may not be exercised unless the following conditions are satisfied:

(a) the exercise of the Option and the transfer of ADSs after such exercise would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any relevant share dealing code of the Company (which, for the purposes of the Plan shall be deemed to apply to any Participant who ceases to be a director or employee of a Group Member if such code applied to the Participant immediately before such cessation), the listing rules of the New York Stock Exchange, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment;

(b) if, on the exercise of the Option, a Tax Liability would arise by virtue of such exercise, then the Participant authorises the Company to sell or procure the sale of sufficient ADSs on his behalf (which, for the avoidance of doubt, includes the sale of ADSs to cover the dealing costs associated with such sale) to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability except to the extent that the Participant agrees with the Board to fund all or part of the Tax Liability in a different manner;

(c) the Participant has entered into such arrangements as the Board requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member’s liability to social security contributions in respect of the exercise of the Option; and

(d) where the Board requires, the Participant has entered into, or agreed to enter into, a valid election under section 83(b) of the Code.

For the purposes of this Rule 7.2, references to Group Member include any former Group Member.

7.3 Transfer timetable

The Company shall, subject to Rule 7.2(b) and any arrangement made under Rule 7.2(c), transfer or procure the transfer to him (or a nominee for him) the number of ADSs in respect of which the Option has been exercised within 30 days after an Option has been exercised or as soon as reasonably practicable thereafter.

7.4 Excess funds

If the Participant (or his personal representative) exercises an Option and there remains any excess of his/her share of funds in the Purchase Account in relation to that Option which has not been used to purchase ADSs, that excess shall be paid to the Participant as soon as administratively feasible after that purchase.

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7.5 Restricted Period

(a) Upon exercise of an Option, the Participant shall be deemed to have consented to the deposit of all of the ADSs purchased on exercise into the Brokerage Account for a minimum one year period after the relevant Purchase Date and to the holding of those ADSs in the name of the Plan Administrator as nominee.

(b) A Participant will not be permitted to withdraw the ADSs from the Brokerage Account during the first year after the relevant Purchase Date except as set out in this Rule 7.5(b) or Rule 7.6:

(i) if a subsequent disposition of the withdrawn ADSs by the Participant can be made without effecting such disposition through the Brokerage Account;

(ii) if such withdrawal resulted from an exchange of the ADSs in the Brokerage Account for property in a transaction to which Section 354, 355, 356, or 1036 (or so much of Section 1031 as relates to Section 1036) of the Code applies;

(iii) if such withdrawal resulted from a transfer of the ADSs by the Participant out of the Brokerage Account into an account which is jointly owned by the Participant and any other person with the right of survivorship;

(iv) if such withdrawal resulted from a transfer of the ADSs out of the Brokerage Account to the Participant’s spouse, or to a former spouse where such transfer is incidental to a divorce; or

(v) if such withdrawal resulted from any other transfer of the ADSs out of the Brokerage Account that would not be treated as a “disposition” as defined in Section 424(c) of the Code.

7.6 Sale of ADSs: Termination of Employment

A Participant may, by written notice, instruct the Plan Administrator to:

(a) sell ADSs through the Brokerage Account at any time; and

(b) pay over to him/her the proceeds (less any expenses and any applicable taxes) of such sale.

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8. EARLY WITHDRAWAL

8.1 Cessation of payroll deductions

If the Plan Administrator receives a Cessation Notice from a Participant:

(a) the relevant Participating Subsidiary shall cease to make payroll deductions for that Participant as soon as administratively feasible following receipt of the Cessation Notice; and

(b) the Participant shall not be able to resume payroll deductions with respect to the Option following submission of the Cessation Notice.

8.2 Receipt of Cessation Notice

A Cessation Notice must be received by the Plan Administrator no later than 30 November before the Purchase Date.

8.3 Exercise on the Purchase Date

The Participant’s share of funds in the Purchase Account in respect of the Option as at the date the Cessation Notice is received shall be applied on the Purchase Date to the purchase of the number of ADSs (including fractional shares) that a Participant may purchase by dividing the Participant’s share of funds accumulated in the Purchase Account by the Purchase Price.

9. LEAVERS AND DECEASED PARTICIPANTS

9.1 Death, retirement, disability, redundancy and transfer out of the Group

If a Participant dies or ceases to be a director or employee of a Group Member before the Purchase Date by reason of:

(a) retirement with the agreement of his employer;

(b) disability (evidenced to the satisfaction of his employer);

(c) redundancy (within the meaning of the Employment Rights Act 1996) or any overseas equivalent; or

(d) his office or employment being with either a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member

subject to Rule 7.2, Rule 10 and the remainder of this Rule, the Participant (or his/her personal representatives in the case of death) may elect during the period of 3 months after such cessation to either (i) exercise the Option on the Purchase Date or (ii) receive the Participant’s share of funds in the Purchase Account in respect of the Option as soon as administratively feasible after receipt of the election, and if no election is received the Option shall lapse at the end of that period and as soon as administratively possible thereafter the Participant’s share of funds in the Purchase Account in respect of the Option shall be returned to the Participant.

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For the purposes of this Rule, the Participant may exercise the Option over the number of ADSs (including fractional shares) that can be purchased by applying his/her share of the funds in the Purchase Account in respect of such Option as of the Purchase Date.

9.2 Cessation of employment in other circumstances

If a Participant ceases to be a director or employee of a Group Member for any reason other than those specified in Rule 9.1 then any Option held by him shall lapse immediately on such cessation and as soon as administratively possible thereafter the Participant shall receive his/her share of funds then on deposit in the Purchase Account.

9.3 Meaning of ceasing employment

A Participant shall not be treated for the purposes of this Rule 9 as ceasing to be a director or employee of a Group Member until such time as he is no longer a director or employee of any Group Member. Any Participant who ceases to be such a director or employee before the exercise of his Option in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work while not acting as an employee or director.

10. TAKEOVERS AND OTHER CORPORATE EVENTS

10.1 General offers, compulsory acquisition and schemes of arrangement

For the purposes of these Rules, a Change in Control shall be deemed to have occurred if:

(a) any person (or group of persons acting in concert) obtains Control of the Company as a result of making a general offer to acquire either the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the acquiring company will have Control of the Company or all the Shares;

(b) any person becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006; or

(c) under section 899 of the Companies Act a court sanctions a compromise or arrangement applicable to or affecting all the ordinary share capital of the Company or all Shares of the same class as the Shares or all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in an approved company share option scheme.

10.2 Participant election

(a) If an event as set out in Rule 10.1 occurs, a Participant shall elect, within 30 days after the Change in Control Date whether to continue making contributions to the Plan or receive the Settlement Amount.

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(b) If the Participant elects to continue making contributions, the Option shall be converted into the right to receive for each ADS subject to the Option the securities cash and/or property which the holder of one ADS would be entitled to receive upon the Change in Control.

(c) If the Participant elects to receive the Settlement Amount, the Participant shall, within 30 days after the Change in Control Date, or as soon as reasonably practicable thereafter, receive the Settlement Amount in cash in respect of each Option held by such Participant, those Options shall lapse immediately on receipt of the Settlement Amount and the Participant shall no longer have any claim to any funds in the Purchase Account in respect of such Option; provided that if the relevant Change in Control ADS Price is less than the Purchase Price, the Participant shall receive within 30 days after the Change in Control Date, in lieu of the Settlement Amount, his/her share of the funds on deposit in the Purchase Account in respect of such Option as of the Change in Control Date and the Option shall lapse immediately on receipt of those funds.

10.3 Winding up

In the event that:

(a) the Company passes a resolution for a voluntary winding up of the Company; or

(b) an order is made for the compulsory winding up of the Company

all Options shall, subject to Rule 7.2 and the remainder of this Rule, be exercised until 30 days after such event, but to the extent that the Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period and the Participant shall receive as soon as practically feasible his/her share of the funds on deposit in the Purchase Account in respect of such Option.

For the purposes of this Rule, the Participant may exercise the Option over the number of ADSs (including fractional shares) that can be purchased by applying his/her share of the funds in the Purchase Account in respect of such Option as of the date of such purchase.

10.4 Demerger and similar events

If a demerger, special dividend or other similar event is proposed which, in the opinion of the Board, would affect the market price of Shares or ADSs to a material extent, then the Board may, at its discretion, decide that the following provisions will apply:

(a) the Board shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that, subject to earlier lapse under the Rules, his Option may be exercised on such terms as the Board may determine and during such period before or on the event in question as the Board may determine; and

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(b) if an Option is exercised, conditional upon the event in question and such event does not occur then the conditional exercise shall not be effective and the Option shall continue.

10.5 Internal reorganisations

In the event that:

(a) an offer is made or a compromise or arrangement is proposed which is expected to result in the Company becoming controlled by a new company (the “New Company”); and

(b) at least 75% of the shares in the New Company will be held by substantially the same persons who immediately before the offer or proposal was made were shareholders in the Company; and

(c) the Board and the New Company agree that this Rule should apply

then an Option shall not be exercisable under this Rule 10 but shall be automatically surrendered in consideration for the grant of a new option which the Board determines is equivalent to the Option it replaces except that it will be over shares in the New Company or some other company.

The Rules will apply to any new option granted under this Rule as if references to ADSs were references to shares over which the new option is granted and references to the Company were references to the company whose shares are subject to the new option.

11. ADJUSTMENT OF OPTIONS

11.1 General rule

In the event of:

(a) any variation of the share capital of the Company; or

(b) a demerger, special dividend or other similar event which affects the market price of ADSs to a material extent

the Board may make such adjustments as it considers appropriate under Rule 11.2 except that Options granted under the Plan shall not be adjusted in a manner that causes the Options to fail to qualify as options issued pursuant to an “employee stock purchase plan” within the meaning of Section 423 of the Code.

11.2 Method of adjustment

An adjustment made under this Rule shall be to one or more of the following:

(a) the number of ADSs under an Option;

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(b) subject to Rule 11.3, the Purchase Price; and

(c) where any Option has been exercised but no ADSs have been transferred or allotted after such exercise, the number of ADSs which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

11.3 Adjustment below nominal value

An adjustment under Rule 11.2 may reduce the price at which ADSs are provided on the exercise of an Option to less than the aggregate nominal value of the number of Shares represented by the ADS, unless the Board is authorised:

(a) to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

(b) to apply that sum in paying up such amount on such Shares

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

12. ALTERATIONS

12.1 General rule on alterations

Except as described in Rule 12.2 and Rule 12.4, the Board may at any time alter the Plan or the terms of any Option granted under it.

12.2 Shareholder approval

Except as described in Rule 12.3, no alteration to the advantage of an individual to whom an Option has been or may be granted shall be made under Rule 12.1 to the provisions concerning:

(a) eligibility;

(b) the individual limits on participation;

(c) the overall limits on the issue of Shares or the transfer of treasury Shares;

(d) the basis for determining a Participant’s entitlement to, and the terms of, ADSs or cash provided under the Plan;

(e) the adjustments that may be made in the event of any variation of capital; and

(f) the terms of this Rule 12.2

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without the prior approval by ordinary resolution of the members of the Company in general meeting.

12.3 Exceptions to shareholder approval

Rule 12.2 shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Member.

12.4 Alterations to disadvantage of Participants

No alteration to the material disadvantage of any Participant shall be made under Rule 12.1 unless:

(a) the Board shall have invited every relevant Participant to indicate whether or not he approves the alteration; and

(b) the alteration is approved by a majority of those Participants who have given such an indication.

13. MISCELLANEOUS

13.1 Employment

The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as those rights arise or may arise from him ceasing to have rights under an Option as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Option does not imply that any further Option will be granted nor that a Participant has any right to receive any further Option.

13.2 Disputes

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Board shall be final and binding upon all persons.

The exercise of any power or discretion by the Board shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

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13.3 Notices

Any notice or other communication under or in connection with the Plan may be given:

(a) by personal delivery or by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; or

(b) in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

(c) by such other method as the Board determines.

13.4 Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

13.5 Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

13.6 Data protection

Each Participant consents to the collection, processing and transfer of his personal data for any purpose relating to the operation of the Plan. This includes:

(a) providing personal data to any Group Member and any third party such as trustees of any employee benefit trust, administrators of the Plan, registrars, brokers and any of their respective agents;

(b) processing of personal data by any such Group Member or third party;

(c) transferring personal data to a country outside the European Economic Area (including a country which does not have data protection laws equivalent to those prevailing in the European Economic Area); and

(d) providing personal data to potential purchasers of the Company, the Participant’s employer or the business in which the Participant works.

13.7 Rights as a Shareholder

No Participant shall have any rights as a shareholder of the Company except as through and upon the terms and conditions of the applicable depository agreement between the Company and the Bank and until full payment has been made for ADSs purchased by such Participant hereunder. Shares issued pursuant to the Plan shall rank pari passu in all respects with all other Shares then in issue, except as regards any rights and dividends attaching by reference to a record date prior to the date on which such ordinary shares are allotted, which shall be the Purchase Date (or date of purchase pursuant to Rule 10 and Rule 11, as the case may be).

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13.8 Other Regulatory Actions

(a) Before offering any ADSs under the Plan, the Company shall effect a registration of the offering of the Shares reserved under the Plan in accordance with the requirements of the United States Securities Act of 1933 and the rules and regulations thereunder. The expense of such registration will be borne by the Company.

(b) The Company shall keep available sufficient unissued share capital to satisfy the outstanding Options in respect of which the Company intends to issue Shares and shall procure that sufficient ADSs are available for transfer to satisfy the outstanding Options in respect of which the Company does not intend to issue Shares.

13.9 Governing law

The Plan and all Options shall be governed by the laws of England and Wales and subject, in all cases, to Sections 423 and 424 of the Code and the regulations thereunder.

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