Treasury Wine Estates : 2016 Notice of Annual General Meeting 6 October 2016

6 October 2015‌‌‌

ASX Market Announcements Office Via: Online Lodgement

In accordance with Listing Rule 3.17, Treasury Wine Estates Limited attaches the

2016 Notice of Annual General Meeting, Proxy Form and a 'Questions from Shareholders' form, to be sent to shareholders today.

Yours faithfully

Fiona Last Company Secretary

NOTICE OF ANNUAL GENERAL MEETING

Treasury Wine Estates Limited

ABN 24 004 373 862

The 2016 Annual General Meeting of shareholders of Treasury Wine Estates Limited (the Company) will be

held at Exhibition Hall (upstairs), National Wine Centre of Australia, corner of Botanic and Hackney Roads, Adelaide, South Australia 5000 on Thursday

10 November 2016 at 11.00am (Australian Central Daylight Time - Adelaide time)

ITEMS OF BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

   To receive and consider the consolidated financial report of the Company and the Directors' Report and the Auditor's Report of the Company for the financial year ended 30 June 2016.

2. RE-ELECTION AND ELECTION OF DIRECTORS

   To consider and, if thought fit, to pass the following as separate ordinary resolutions:

3. Mr Paul Rayner, being a Director who retires by rotation under rule 26.7 of the Company's Constitution and, being eligible for re-appointment, is re-elected as a Director of the Company.

4. Mr Warwick Every-Burns, being a Director who retires by rotation under rule 26.7 of the Company's Constitution and, being eligible for re-appointment, is re-elected as a Director of the Company.

5. Mr Peter Hearl, being a Director who retires by rotation under rule 26.7 of the Company's Constitution and, being eligible for re-appointment, is re-elected as a Director of the Company.

6. Ms Lauri Shanahan, who was appointed a Director since the last Annual General Meeting, retires in accordance with rule 26.3 of the Company's Constitution and, being eligible offers herself for election as a Director of the Company.

7. Details of the qualifications and experience of Mr Rayner, Mr Every-Burns, Mr Hearl and Ms Shanahan are set out in the Explanatory Notes.

8. PROPORTIONAL TAKEOVER PROVISION

   To consider and, if thought fit, to pass the following resolution as a special resolution:

   The proportional takeover provision in rule 14 of the Company's Constitution be re-inserted for a period of three years commencing on the day this resolution is passed.

9. REMUNERATION REPORT

   To consider and put to a non-binding vote the following resolution as an ordinary resolution: The Remuneration Report of the Company for the year ended 30 June 2016 is adopted.

10. GRANT OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER

    To consider and, if thought fit, to pass the following as an ordinary resolution:

    The grant of 452,205 performance rights to the Chief Executive Officer, Mr Michael Clarke, under the Company's Long Term Incentive Plan on the terms described in the Explanatory Notes, is approved for all purposes including ASX Listing Rule 10.14.

11. NON-EXECUTIVE DIRECTORS' REMUNERATION

12. To consider and, if thought fit, to pass the following as an ordinary resolution:

    The maximum aggregate amount of remuneration which may be paid to the non-executive Directors in any financial year under rule 27 of the Company's Constitution be increased by

    $300,000 to $2,500,000 with effect from the date of this meeting, in accordance with ASX Listing Rule 10.17.

    By Order of the Board

    6 October 2016 Fiona Last - Company Secretary

    2 Treasury Wine Estates Limited

    IMPORTANT INFORMATION

    ANNUAL REPORT

    The Company's 2016 Annual Report is now available at www.tweglobal.com.

    SHAREHOLDERS ENTITLED TO ATTEND AND VOTE

    All shareholders may attend the Annual General Meeting.

    For the purposes of voting at the meeting, shareholders will be taken to be those persons recorded on the Company's register of members as at 7:00pm Australian Eastern Daylight Time - Melbourne time, (which is 6.30pm Adelaide time), on Tuesday 8 November 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to vote at the meeting.

    If more than one joint holder of shares is present at the Annual General Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

    The Annual General Meeting will be webcast from 11.30am Australian Eastern Daylight time

    - Melbourne time, (which is 11.00am Adelaide time), on Thursday 10 November 2016 and archived at www.tweglobal.com/investors.

    VOTING BY PROXY

    If you are a shareholder entitled to vote, you may appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company and can be either an individual or a body corporate.

    If you wish to appoint a body corporate as your proxy, that body corporate will need to ensure that it:

    • appoints an individual as a corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth); and

    • provides satisfactory evidence of the appointment of its corporate representative.

    If such evidence is not received at least 48 hours before the commencement of the meeting, the body corporate (through its representative) will not be permitted to act as a proxy.

    If you are a shareholder holding two or more shares, you can appoint either one or two proxies. Where two proxies are appointed, you can specify what proportion or number of your votes you want each proxy to exercise. If no proportion or number is specified, each proxy will exercise half of your votes.

    If your proxy chooses to vote, he/she must vote in accordance with your directions on the Proxy Form. If you have directed your proxy how to vote, and they fail to attend the meeting or they choose to not vote on a poll, then the Chairman of the meeting will vote your proxies as directed by you.

    If you do not mark a box on the Proxy Form directing your proxy how to vote, your proxy may vote as they choose on that item. If the Chairman of the meeting is your proxy

    (or becomes your proxy by default), then the Chairman intends to exercise your votes in favour of the relevant resolutions (subject to any voting restrictions outlined below).

    If you intend to appoint a member of the Key Management Personnel (as defined in the 'Voting restrictions' section) as your proxy or one of their closely related parties, please ensure that you direct them how to vote on Items 4, 5 and 6, otherwise they may not be able to cast a vote as your proxy on those items.

    Please refer to other notes appearing on the Proxy Form.

    2016 Notice of Meeting 3