FWL Substantial Product Holder Disclosure

Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the end of the
form.
To NZX Limited
and
To Foley Wines Limited (FWL)
Relevant event being disclosed: Change of percentage of ordinary shares held by the
substantial security holder by 1% or more and change in nature of relevant interest
Date of relevant event: 19 December 2018
Date this disclosure made: 19 December 2018
Date last disclosure made: 31 July 2014
Substantial product holder(s) giving disclosure
Full name(s): Foley Family Wines Holdings, New Zealand Limited; Foley Family Wines
Holdings, Inc, William P Foley II and Carol J Foley
Summary of substantial holding
Class of quoted voting products: Ordinary Shares [NZX: FWL]
Summary for: Foley Family Wines Holdings, New Zealand Limited
For this disclosure,—
(a) total number held in class: 42,571,821
(Note: This includes an interest in 7,863,025 Ordinary Shares arising under the
convertible note referred to below)
(b) total in class: 73,599,173 (comprising 65,736,148 currently issued Ordinary Shares plus
7,863,025 Ordinary Shares that may be issued in the future (being the maximum
number of shares that could be issued under the convertible note referred to below))
(c) total percentage held in class: 57.843%
(Note: The percentage held of the currently issued Ordinary Shares is 52.800%)
For last disclosure,—
(a) total number held in class: 42,571,821

(b) total in class: 60,085,559 (comprising 52,222,534 currently issued Ordinary Shares plus
7,863,025 Ordinary Shares that may be issued in the future (being the maximum
number of shares that could be issued under the convertible note referred to below))

(c) total percentage held in class: 70.852% (Note: The percentage held of the then
currently issued Ordinary Shares was 66.463%)
Summary for: William P Foley II and Carol J Foley
For this disclosure,—
(a) total number held in class: 8,981,487
(b) total in class: 73,599,173 (comprising 65,736,148 currently issued Ordinary Shares plus
7,863,025 Ordinary Shares that may be issued in the future (being the maximum
number of shares that could be issued under the convertible note referred to below))
(c) total percentage held in class: 12.203%
(Note: The percentage held of the currently issued Ordinary Shares is 13.663%.
Further details in respect of their beneficial interest in Ordinary Shares (for which there
was no change in percentage ownership) is set out below)
For last disclosure,—
(a) total number held in class: Nil

(Note: William P Foley II and Carol J Foley previously held beneficial interests in issued
Ordinary Shares as outlined in that substantial product holder notice)

(b) total in class: 60,085,559 (comprising 52,222,534 currently issued Ordinary Shares plus
7,863,025 Ordinary Shares that may be issued in the future (being the maximum
number of shares that could be issued under the convertible note referred to below))
(c) total percentage held in class: Nil% (Note: The percentage held of the then currently
issued Ordinary Shares was Nil%)
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the instructions to this
form: Issue of new Ordinary Shares to persons under share placements including the FFW
Share Purchase Plan Shortfall Shares. Note that (i) no new Ordinary Shares were issued to
Foley Family Wines Holdings, New Zealand Limited under that transaction; and (ii) new
Ordinary Shares were issued directly to William P Foley II and Carol J Foley to give them a
legal as well as beneficial interest in Ordinary Shares.
Details after relevant event
Details for: (1) Foley Family Wines Holdings, New Zealand Limited
Nature of relevant interest(s): Registered holder of financial products
For that relevant interest,—
(a) number held in class: 34,708,796
(b) percentage held in class: 52.800% (of issued Ordinary Shares of 65,736,148); 47.159%
of the total of 73,599,173 Ordinary Shares if the convertible note referred to below was
converted.

(c) current registered holder(s): Foley Family Wines Holdings, New Zealand Limited
(d) registered holder(s) once transfers are registered: n/a
Details for: (2) William P Foley II and Carol J Foley
Nature of relevant interest(s): Registered holder of financial products
For that relevant interest,—
(a) number held in class: 8,981,487
(b) percentage held in class: 13.663% (of issued Ordinary Shares of 65,736,148); 12.203%
of the total of 73,599,173 Ordinary Shares if the convertible note referred to below was
converted.
(c) current registered holder(s): William Patrick Foley II and Carol Johnson Foley
(d) registered holder(s) once transfers are registered: n/a
Details for: (3) William P Foley II and Carol J Foley, Foley Family Wines Holdings, New
Zealand Limited and Foley Family Wines Holdings, Inc
Nature of relevant interest(s): Beneficial holder of financial products
For that relevant interest,—
(a) number held in class: 43,690,283
(b) percentage held in class: 66.463% (of issued Ordinary Shares of 65,736,148); 59.362%
of the total of 73,599,173 Ordinary Shares if the convertible note referred to below was
converted.
(c) current registered holder(s): Foley Family Wines Holdings, New Zealand Limited and
William Patrick Foley II and Carol Johnson Foley
(d) registered holder(s) of securities once transfers registered: n/a
Details for: (4) Foley Family Wines Holdings, New Zealand Limited; Foley Family Wines
Holdings, Inc, William P Foley II and Carol J Foley
Nature of relevant interest(s): Right to acquire up to 7,863,025 financial products under
convertible note
For that relevant interest,—
(a) number held in class: 7,863,025
(b) percentage held in class: 10.684% (of total issued Ordinary Shares after conversion of
the convertible note being 73,599,173)
(c) current registered holder(s): n/a

(d) registered holder(s) of securities once transfers registered: n/a
For a derivative relevant interest, also—
(a) type of derivative: Convertible note
(b) details of derivative: Copy of Deed provided with Disclosure Notice dated 4 September
2012
(c) parties to the derivative: Foley Family Wines Holdings, New Zealand Limited, Foley
Family Wines NZ Limited and Foley Wines Limited (previously known as The New
Zealand Wine Company Limited and Foley Family Wines Limited)
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: n/a
Additional information
Address(es) of substantial product holder(s): Foley Family Wines Holdings, New Zealand
Limited, 13 Waihopai Valley Road, RD6, Blenheim, 7276, New Zealand; Foley Family Wines
Holdings, Inc 10300 Chalk Hill Road, Healdsburg, California 95448, USA; William and Carol
Foley, 19 Flying Cloud Lane, Las Vegas, Nevada 89135, USA.
Contact details: Mark Turnbull, 021 714 885, mark@foleywines.co.nz
Nature of connection between substantial product holders: Foley Family Wines Holdings, Inc
holds 80.47% of the ordinary shares in Foley Family Wines Holdings, New Zealand Limited.
William P Foley II and Carol Foley jointly hold 14.17% of the ordinary shares in Foley Family
Wines Holdings, New Zealand Limited and are the joint majority owners of Foley Family Wines
Holdings, Inc. In addition, William P Foley II is a director of Foley Family Wines Holdings Inc,
Foley Family Wines Holdings, New Zealand Limited and Foley Wines Limited.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products
to which this disclosure relates: None
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
William P Foley II is also a Director of Foley Wines Limited (FWL). This disclosure also
constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure
obligations.
Certification
I, Antony Mark Turnbull, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure by
all persons for whom it is made.