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Annual Review 2007

Business activities and development

Overviews by the chairman and the chief executive of the performance during the year and the future development of the group’s business are included at the front of this document.

Dividends

Diageo paid an interim dividend of 12.55 pence per share on 10 April 2007.The directors recommend a final dividend of 20.15 pence per share. Subject to approval by members, the final dividend will be paid on 22 October 2007 to shareholders on the register on 14 September 2007.Payment to US ADR holders will be made on 26 October 2007. A dividend re-investment plan is available in respect of this dividend and the plan notice date is 1 October 2007.

Directors

The directors, their responsibilities and memberships of the principal committees are set out on pages 24 and 25. JR Symonds, CBE will retire by rotation at the AGM and will not seek a further term on the board. The company announced on 19 July 2007 that Lord Blyth’s term as chairman has been extended until 30 June 2008, when he will be succeeded by Dr FB Humer. All the non-executive directors are considered independent, except the chairman Lord Blyth, due to the closer relationship he has with the company by virtue of his position as chairman.

Other information

For information on share capital (structure, voting and other rights), directors (appointment, powers and compensation for loss of office) and amendment of memorandum and articles of association, please refer to the directors’ report in the Annual Report which is incorporated into the summary directors’ report by reference.

Annual General Meeting

The AGM will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 2.30pm on Tuesday, 16 October 2007.

Summary corporate governance report

The company has complied with the provisions set out in section 1 of the 2003 Combined Code on Corporate Governance and has done so throughout the year regarding the Code provisions whose requirements are of a continuing nature and also with the revised Code published in June 2006 (applicable for Diageo’s financial year beginning on 1 July 2007), except that Dr Humer was unable to attend the 2006 Annual General Meeting due to an important personal commitment that arose just prior to the meeting. The company values its dialogue with both institutional and private investors. For the benefit of private investors, Diageo produces this short-form annual review which contains the information believed to be of most interest to them. The directors have reviewed the effectiveness of the group’s systems of internal control and risk management for the relevant period.

A description of the significant ways in which UK corporate governance practices differ from those required of US companies under NYSE listing standards can be found in the ‘investors’ section of our website, www.diageo.com.

Summary directors’ remuneration report

Details of the remuneration policy and of the remuneration of the directors are given in the directors' remuneration report, and a summary of this report is available on this website.