Treasury Wine Estates : Notice of Annual General Meeting 14 September 2017

NOTICE OF ANNUAL GENERAL MEETING‌‌‌

Treasury Wine Estates Limited

ABN 24 004 373 862

The 2017 Annual General Meeting of shareholders of Treasury Wine Estates Limited (the Company) will be held at Hickinbotham Hall, National Wine Centre of Australia, corner of Botanic and Hackney Roads, Adelaide, South Australia 5000 on Wednesday 18 October 2017 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 2017.

2. RE-ELECTION OF DIRECTOR

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

   Mr Garry Hounsell, 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.

   Details of the qualifications and experience of Mr Hounsell are set out in the Explanatory Notes.

3. 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 2017 is adopted.

4. 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 514,283 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.

By Order of the Board

Fiona Last

Company Secretary 14 September 2017

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IMPORTANT INFORMATION

ANNUAL REPORT

The Company's 2017 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 Monday 16 October 2017. 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 Wednesday 18 October 2017 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 or 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 Item 3 and Item 4, 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.

2017 Notice of Meeting 3

LODGEMENT

Completed Proxy Forms (together with any additional documentation such as a power of attorney or appointment of a body corporate representative) must be received by the Company via its Share Registry by 11.30am Australian Eastern Daylight Time - Melbourne time (which is 11.00am Adelaide time) on Monday 16 October 2017, by one of the following methods:

• Online: Shareholders may lodge proxies online by visiting www.investorvote.com.au and following the prompts. To use this facility you will need your Shareholder Reference Number (SRN) or Holder Identification Number (HIN), postcode and control number as shown on the Proxy Form.

  For Intermediary Online subscribers only (custodians and nominees) please visit www.intermediaryonline.com.

• By mail: Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001

• By facsimile: 1800 783 447 (within Australia) or [phone] (from outside Australia)

• In person: Share Registry, Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford, Victoria 3067

CORPORATE SHAREHOLDERS

A body corporate that is a shareholder may appoint an individual as its representative to attend and vote at the meeting and exercise any other powers the body corporate can exercise at

the meeting. The appointment may be a standing one. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has been previously provided to the Company.

VOTING BY ATTORNEY

A Proxy Form and the original power of attorney under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 11.30am Australian Eastern Daylight Time - Melbourne time (which is 11.00am Adelaide time) on Monday 16 October 2017, which is 48 hours before the meeting.

SHAREHOLDER QUESTIONS

The Annual General Meeting is intended to give shareholders the opportunity to hear both the Chairman and the Chief Executive Officer talk about the financial year just passed and also give some insight into the Company's prospects for the year ahead. At the meeting, shareholders will have a reasonable opportunity to ask questions about, or make comments on, matters that are relevant to the shareholders as a whole, such as the management of the Company and

the Remuneration Report. Shareholders will also be given a reasonable opportunity to ask the Company's auditor, KPMG, questions about the content of its report, and the conduct of its audit of the Company for the past financial year.

VOTING RESTRICTIONS

The laws that apply to voting on resolutions relating to members of the Key Management Personnel (or KMP) - relevantly, Items 3 and 4 - are complex.

KMP are the Directors of the Company (including the Chairman of the meeting) and those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The KMP for the financial year ended 30 June 2017 are identified in the Remuneration Report, which forms part of the Company's 2017 Annual Report.

To ensure your vote counts, please read the following guidance on voting restrictions and proxy appointment.

4 Treasury Wine Estates Limited