FWL Full Year 2022 and Annual Report Published

Results announcement

Results for announcement to the market
Name of issuer Foley Wines Limited
Reporting Period 12 months to 30 June 2022
Previous Reporting Period 12 months to 30 June 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing operations $57,692 -0.4%
Total Revenue $57,692 -0.5%
Net profit/(loss) from continuing operations $7,186 +81.9%
Total net profit/(loss) $6,196 +60.3%
Interim/Final Dividend
Amount per Quoted Equity Security $ 0.04000000
Imputed amount per Quoted Equity Security $ 0.01555556
Record Date 7 October 2022
Dividend Payment Date 21 October 2022
Current period Prior comparable period
Net tangible assets per Quoted Equity
Security
$1.65 $1.48
A brief explanation of any of the figures
above necessary to enable the figures to be
understood
Other Key Metrics:
Operating Profit before revaluations and income tax
(“Operating Earnings”) $7,784 -3.1%
Operating Profit before interest, impairment, revaluations,
income tax, depreciation and amortisation (“Operating
EBITDA”) $15,144 -1.2%
This announcement should be read in conjunction with
the attached audited Annual Report 2022. A copy of the
Annual Report 2022 can also be found on the FWL web
site www.foleywines.co.nz.
Authority for this announcement
Name of person

authorised to make this
announcement
Jane Trought – CFO
Contact person for this announcement Mark Turnbull – CEO
Contact phone number +64 21 714 885
Contact email address mark@foleywines.co.nz
Date of release through MAP

25 August 2022

Audited financial statements accompany this announcement.

---

Distribution Notice

Section 1: Issuer information
Name of issuer Foley Wines Limited
Financial product name/description Ordinary Shares
NZX ticker code FWL
ISIN NZGRME0001S1
Type of distribution

Full Year X Quarterly
Half
Year
Special
DRP
applies

Record date 7 October 2022
Ex-Date 6 October 2022
Payment date 21 October 2022
Total monies associated with the
distribution
$2,629,445.92
Source of distribution Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution $0.05555556
Total cash distribution $0.04000000
Excluded amount $N/A
Supplementary distribution amount $0.00705882
Section 3: Imputation credits and Resident Withholding Tax
Is the distribution imputed Fully imputed
If fully or partially imputed, please state
imputation rate as % applied
28%
Imputation tax credits per financial
product
$0.01555556
Resident Withholding Tax per financial
product
$0.00277778
Section 4: Distribution re-investment plan (not applicable)
Section 5: Authority for this announcement
Name of person

authorised to make this
announcement
Jane Trought - CFO
Contact person for this announcement Mark Turnbull - CEO
Contact phone number +64 21 714 885
Contact email address mark@foleywines.co.nz
Date of release through MAP

25 August 2022

---

made by land & hand
ANNUAL REPORT
|
2022

FOLEY WINES LIMITED | ANNUAL REPORT 2019
Performance Overview 3
Chief Executive Officer (CEO) and Directors’ Report 5 – 14
Directors’ Responsibility Statement 15
Financial Statements
Income Statement 17
Statement of Comprehensive Income 18
Statement of Changes in Equity 19
Statement of Financial Position 20 – 21
Statement of Cash Flows 22
Notes to the Financial Statements 23 – 63
Independent Auditor’s Report 64 – 68
Corporate Governance Statement 69 – 77
Statutory Information 78 – 84
Company Directory 85
Contents
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Foley Wines is a collection of iconic
wineries and brands from New Zealand’s
most acclaimed wine regions
Each with a unique story of New Zealand to
tell, our wineries and distillery are linked by a
common unrelenting purpose; to make great
wine that people love to drink around the world
– made by land & hand.
made by
land &
hand
1
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Our Wineries
& Distillery
Martinborough Vineyard
Martinborough
Grove Mill
Wairau Valley, Marlborough
Te Kairanga
Martinborough
Vavasour
Awatere Valley, Marlborough
Lighthouse Gin
Martinborough
Mt Difficulty
Central Otago
2
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

The 2022 year was always going to be impacted by the small 2021 harvest, resulting
in a lower volume to sell with a much higher cost of goods. However, the Company
firmly believed that the execution of its premiumisation strategy would help mitigate the
consequence of this economic impact, and it did.
When the Directors consider the one-off impacts of vineyard replants and the costs
associated with the Zebra Bendigo land purchase, operating profit would have been a
record for the Group.
BOTTLED SALES REVENUE
$54,747,000 (up 2.8%)
CASE SALES
525,000 (down 7%)
OPERATING EARNINGS
$7,784,000 (down 3.1%)
NET PROFIT AFTER TAX
$6,196,000 (up 60.3%)
DECLARED DIVIDEND
4 cents per share
fully imputed declared
Performance
Overview
3
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

4
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

On behalf of the Directors of Foley Wines Limited (FWL) we are pleased to present the
2022 operating results and annual report for the 12 months ended 30 June 2022.
OPERATING PERFORMANCE
The Company reports an operating profit before revaluations and income tax (“operating
earnings”) of $7,784,000 compared with $8,036,000 for the previous financial year.
As outlined every year, we are of the firm belief that operating earnings is the key metric
to demonstrate the progress the Company is making due to the complexity around the
accounting standards and fair value adjustments, particularly with harvested grapes. The
reasons are twofold. Firstly, this is how the Company budgets, determines pricing and
manages performance. Secondly, the fair value of grapes is a timing issue. A gain in the
year of harvest is reversed in the year of sale and, on the flip side, a loss in the year of
harvest is reversed in the year of sale.
Profit for the period net of tax attributable for the shareholders was $6,196,000, up 60.3%
compared with $3,866,000 the previous year. A significant influence is the unrealised fair
value gain on harvested grapes of $2,400,000 compared with last year’s loss of $1,709,000
(as noted above this will be reversed when sold).
Mark Turnbull, CEO and Director
“ The Company’s
premiumisation strateg y
continues to be the critical
success factor in very
uncertain times.”
CEO & DIRECTORS’ REPORT
Well placed
to build on the
platform set.
5
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

The size of the 2021 vintage meant we needed to be very strategic in terms of the allocation
of wines to different markets. Marlborough sauvignon blanc was the wine most impacted
by the small harvest, so the decision was made to protect markets and importers that
focused on our most premium products and protect the long-term interests.
Vineyard acquisition and replanting losses relate to one off costs associated with the
acquisition of the Zebra Bendigo Vineyard and the accounting losses required to be recorded
for vineyard blocks that were removed during the year. These blocks were removed to
initiate replanting to make these vineyards more productive and producing varietals
aligned with the long-term strategic objectives of the Company. Losses of $1,154,000
were recorded in writing off the vines and infrastructure associated with these blocks at
their revalued amount in the prior year.
COVID RISK WELL MANAGED
The Company still experienced considerable disruption from Covid-19. New Zealand
hospitality was severely affected over the past 12 months which impacted both our domestic
sales and also the Mt Difficulty cellar door and restaurant.
Issues with shipping logistics were still a major problem, with major delays and significant
price pressure.
Harvest was severely affected due to labour shortages and the risk of disruption due to both
illness and the need to self-isolate. Our team did an outstanding job of managing this risk
with minimal disruption while achieving a record harvest.
6
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Bottled
Case Sales
BOTTLED CASE SALES (000’S) 12 MONTHS TO JUNE
JUNE ‘22J U N E ‘ 21% CHANGEJUNE ‘20% CHANGE
New Zealand
148170-13%157-6%
Australia
100135-26%132-24%
USA/Canada
100127-21%121-17%
UK/Europe
13999+40%92+51%
Rest of World
3834+12%31+23%
TOTAL
525565-7%533-2%
7
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

CASHFLOW
Operating cash flow was $7,568,000 for the year, up from $7,184,000 the previous year.
This year’s cashflow was significantly influenced by a number of factors:
– Higher bottled wine sales revenue for the year due to the continued implementation of
the premiumisation strategy.
– Higher Grower payments and year end inventory levels due to a larger 2022 harvest vs
the lower 2021 harvest.
Capital expenditure excluding the Zebra Bendigo Vineyard purchase was $6,188,000 for
the year, compared with $5,626,000 the previous year. The major item of expenditure is the
development at Te Kairanga in Martinborough. During this period work commenced on
stage 2, comprising of the tasting room, restaurant and distillery, amounting to $2.6m. The
balance of the capital expenditure was operating capital expenditure of $3.6m.
The Zebra Bendigo Vineyard purchase was 55 hectares taking the Company to a total of
644 hectares that is either owned or leased.
The Company is continuing to invest in vineyard productivity this year with further replants
in underperforming vineyards. Furthermore, the Grove Mill winery will be expanded by a
further 1,000 tonnes of processing capacity in time for the 2023 vintage.
During the year the Zebra Bendigo Vineyard purchase was financed by a new term loan for
$6.5m and throughout the year $1m was repaid in terms of term borrowings as well as the
refinancing of one of the BNZ term loans.
The total dividend paid for the year was $2,629,000.
8
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

MARTINBOROUGH DEVELOPMENT
The new development in Martinborough at the Te Kairanga winery is a major investment
which will have a major influence on the profitability of the business.
Despite delays related to supply shortages, the subterranean barrel facility is complete
and in use since the 2022 vintage. Upstairs is 1,100sqm comprising of a purpose-built
gin distillery, warehouse, tasting room, 100 person restaurant and a private dining room.
Construction of the upper level is well progressed and on track for a summer opening. The
building will be completed to a high level of finish, materials specified are durable, low
maintenance and will last the lifetime of the building. A warm roof is being installed for its
thermal, acoustic and structural performance along with solar panels.
We expect the cellar door and restaurant to be an important contributor both in terms of
profit and also the effect a strong “spiritual home” will have on brand awareness locally
and globally.
MT DIFFICULTY DEVELOPMENT
In addition, resource consent has been received for a major expansion of the hospitality
operations at Mt Difficulty. Construction is expected to commence within 12 months. Once
complete, guests will be able to enjoy a dedicated tasting room, which will allow for casual
dining, while the restaurant will offer an even more premium experience. The architectural
design captures the breathtaking views across the Cromwell Basin. It will be an even more
memorable location to enjoy our Mt Difficulty wines.
9
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

10
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

DIRECT-TO-CONSUMER MARKETING
Direct-to-consumer marketing continues to be a key priority. Our online cellar door, The
Foley Wine Club, is a powerful platform that generates significant trial and loyalty across
the brands. Growing membership and sales make this an increasingly powerful way to
showcase the portfolio and sell directly to consumers, including rare and library wines
which have limited availability in the market.
Both winery hospitality sites will work in synergy with The Foley Wine Club, creating
opportunities to engage with potential new members and enabling us to further accelerate
the growth of this valuable direct channel.
The Shareholder Store continues to be a popular online destination. Available exclusively
to Shareholders, this online store makes available our portfolio of brands at special
Shareholder prices, as well as access to Shareholder-only offers.
THE NOURISH GROUP JOINS THE FOLEY FAMILY
Foley Holdings New Zealand Limited’s recent acquisition of The Nourish Group presents
the opportunity to collaborate more closely to create inspiring and memorable food and
wine experiences. The Nourish Group is a benchmark New Zealand hospitality business
with iconic venues in Auckland, Wellington and Queenstown.
Additionally, this closer relationship allows us to draw upon the expertise and capabilities
of a team of experienced hospitality operators to support the success of Foley Wines’ own
hospitality investments.
11
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

CUSTOMERS SEEKING OUT THE VALUE OF FOLEY WINES’
UNIQUE PROPOSITION
For a number of years the Company has described its unique ability to deliver value through
its portfolio of high quality brands from three acclaimed regions. The past 18 months has
continued to prove the value of this ‘one stop’ solution for customers, with an increasing
number of customers seeking out the business to supply multiple products across price
points and regions, resulting in long term, mutually beneficial relationships in key markets.
2022 HARVEST
The harvest totalled 9,203 tonnes across the Marlborough, Martinborough and Mt Difficulty
wineries, an overall increase of 65% on last year’s low harvest of 5,582 tonnes. The harvest
increase was predominantly driven by a return to more normal yield levels after adverse
weather conditions through flowering affected the prior vintage yields, a problem for the
industry that had extensive media coverage and was a reminder that at the heart of our
business is farming with agricultural risks.
This increase in tonnage is reflected in the unrealised fair value gain of $2,400,000 vs a
loss of $1,709,000 in the prior year.
SUSTAINABILITY
It is the view of the Company that acting sustainably is a matter of urgency, not a ‘nice to
have’. Environmental issues have become even more important in consumers’ decision
making. The practical, tangible sustainability practices that underpin our operations go
beyond the Sustainable Winegrowing New Zealand accreditation held by each of our
wineries and vineyards. Our practices carry through from vineyards to packaging.
Recycled
New Zealand
Glass
Industry-
Leading Water
Conservation
Ongoing
Packaging
Improvements
Restoring
Local
Habitats
Powered with
the help of
Solar Energy
Part of
the
Landscape
12
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

13
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

DIVIDEND
The Directors are pleased to advise that after considering the underlying operational
performance and cashflows, and the work done on securing new distribution channels, the
fully imputed dividend will be maintained at 4 cents per share. FWL has a strong balance
sheet and is focused on increasing the dividend yield to Shareholders as the Company
grows. The policy of the Board is to evaluate present and projected cash flows, sustainable
operating earnings and, if prudent, to declare a dividend subject to current and future
capital and acquisition expenditure requirements.
OUTLOOK
The Directors firmly believe that the Company’s premiumisation strategy continues to be
the critical success factor in very uncertain times. There are clearly headwinds in the global
economy with high inflation in many global markets and extremely high fuel prices that
flow through every component of our supply chain.
Notwithstanding these headwinds, the Company believes it is well placed to continue to
build on the platform set. We have good inventory levels and some exceptional global
relationships for all our portfolio. At the same time we continue to seek out new opportunities
both in New Zealand and around the world.
Finally, the Directors wish to thank the team for the outstanding job done over the past year
in another year of challenges.
For and on behalf of the Board of Directors
Mark Turnbull
CEO and Director
14
FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

For the year ended 30 June 2022
The Directors are responsible for the preparation, in accordance with New Zealand law and
generally accepted accounting practice, of financial statements which fairly present the
financial position of Foley Wines Limited and Group as at 30 June 2022 and the results of
their operations and cash flows for the year ended 30 June 2022.
The Directors consider that the financial statements of the Company and the Group
have been prepared using accounting policies appropriate to the Company and Group
circumstances, consistently applied and supported by reasonable and prudent judgements
and estimates, and that all applicable New Zealand Equivalents to International Financial
Reporting Standards have been followed.
The Directors have responsibility for ensuring that proper accounting records have been
kept which enable, with reasonable accuracy, the determination of the financial position of
the Company and Group and enable them to ensure that the financial statements comply
with the Financial Markets Conduct Act 2013 and Financial Reporting Act 2013.
The Directors have responsibility for the maintenance of a system of internal control
designed to provide reasonable assurance as to the integrity and reliability of financial
reporting. The Directors consider that adequate steps have been taken to safeguard the
assets of the Company and Group and to prevent and detect fraud and other irregularities.
The Directors are pleased to present the financial statements of Foley Wines Limited and
Group for the year ended 30 June 2022.
This annual report is dated 25 August 2022 and is signed in accordance with a resolution
of the Directors made that day pursuant to section 211(1)(k) of the Companies Act 1993.
For and on behalf of the Directors


WP Foley II
Chairman
AM Turnbull
CEO and Director
Directors’ Responsibility
Statement
15
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Financial Statements
16
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

GroupGroup
20222021
Notes$’000$’000
Total Revenue 357,69257,989
Expenses
Cost of sales(38,199)(38,359)
Selling, marketing and promotion expenses(4,658)(6,007)
Administration and corporate governance expenses(4,004)(3,939)
Vineyard acquisition and replacement losses(1,302)-
Other expenses4(19)(141)
Expenses excluding interest(4 8 ,182)(48,446)
Operating Profit before interest, impairment,
revaluations & income tax9, 5109,543
Interest revenue20-
Interest expense5(1, 741)(1, 50 8)
Net finance costs(1,721)(1,508)
Operating Profit before impairment, revaluations &
income tax7, 7 8 98,035
Impairment
(Impairment)/Reversal of Impairment of inventory2.2 (c)(5)1
Operating Profit before revaluations & income tax7, 7 8 48,036
Revaluation gains and losses
Unrealised (loss) in fair value of financial asset/liabilities 24(k)(910)(32)
Unrealised gain/(loss) on harvested grapes212,400(1,709)
Realised reversal of (gain)/loss on harvested grapes505(1,0 01)
Revaluation of property, plant & equipment2.3.9(8)(114 )
Profit before income tax9,7715 ,18 0
Income tax expense6 .1(3,575)(1, 314)
Profit for the year net of tax, attributable to
Shareholders of the Parent Company6 ,19 63,866
Basic Earnings per share cps (after tax)79. 4 35.88
Diluted Earnings per share cps (after tax)79.115.88
Income
Statement
For the year ended 30 June 2022
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 23 to 63.
17
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

GroupGroup
20222021
Notes$’000$’000
Profit for the year36 ,19 63,866
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Revaluation of property, plant and equipment2. 3.9, 108 , 7135,047
Income tax on items taken directly to or transferred from equity6.2(845)(90)
Other comprehensive income for the year, net of tax7, 8 6 84,957
Total comprehensive income for the year, net of tax 14,06 48,823
Statement of
Comprehensive Income
For the year ended 30 June 2022
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 23 to 63.
18
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statement of
Changes in Equity
For the year ended 30 June 2022
Fully PaidAsset
OrdinaryRevaluationRetained
SharesReserveEarningTotal
GroupNotes$’000$’000$’000$’000
Equity at 1 July 2021 86 , 51822,53723,305132,36 0
Profit for the year--6 ,1966 ,196
Other comprehensive income for the year10-7,868-7,868
Transfer from Asset Revaluation Reserve to
Retained Earnings-(517 )517-
Total comprehensive income for the year -7, 3 516 , 71314,064
Distributions to owners8--(2,629)(2,629)
Transactions with owners during the year--(2,629)(2,629)
Added to equity during the year-7, 3 514,08411 , 4 3 5
Equity at 30 June 202286 , 51829,8882 7, 3 8 9143, 795
Dividends paid per share cps84.0
Fully PaidAsset
OrdinaryRevaluationRetained
SharesReserveEarningTotal
GroupNotes$’000$’000$’000$’000
Equity at 1 July 202086 , 51818, 52820,463125, 5 0 9
Profit for the year--3,8663,866
Other comprehensive income for the year10-4,957-4,957
Transfer from Asset Revaluation Reserve to
Retained Earnings-(948)948-
Total comprehensive income for the year -4,0094 ,8148,823
Distributions to owners8--(1,972)(1,972)
Transactions with owners during the year--(1,972)(1,972)
Added to equity during the year-4,0092,8426 ,851
Equity at 30 June 2021 86 , 51822,53723,305132,36 0
Dividends paid per share cps83.0
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 23 to 63.
19
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statement of
Financial Position
As at 30 June 2022
GroupGroup
20222021
Notes$’000$’000
CURRENT ASSETS
Cash and cash equivalents3542,558
Trade and other receivables179,8349,9 98
Other financial assets16-64
Inventories1849,62443,301
Biological work in progress19 & 211,9481,404
Prepaid expenses815677
Other current assets46288
62,62258,290
NON-CURRENT ASSETS
Property, plant and equipment20122,138106,966
Right-of-use assets14 .112, 3 0710,635
Intangible assets2235,12535,122
Other financial assets16-6
Other receivables171,028710
170 , 598153, 4 39
TOTAL ASSETS233,220211, 7 2 9
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 23 to 63.
20
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statement of
Financial Position
(continued)
As at 30 June 2022
GroupGroup
20222021
Notes$’000$’000
CURRENT LIABILITIES
Trade and other payables124,3564,472
Bank overdraft13666-
Loans and borrowings132,2571,047
Lease liabilities14 . 2932820
Convertible notes1510,90 010,90 0
Other financial liabilities16608-
Current tax liabilities6.3966916
20,68518 ,155
NON-CURRENT LIABILITIES
Loans and borrowings1339, 7 7635,583
Lease liabilities14 . 212,95211 , 2 8 9
Other financial liabilities16232-
Deferred tax liabilities6.415, 78 014 ,342
68,74061, 214
TOTAL LIABILITIES89, 42579, 369
EQUITY
Share capital986 , 51886 , 518
Reserves1029,88822,537
Retained earnings112 7, 3 8 923,305
TOTAL EQUITY143, 795132,36 0
TOTAL LIABILITIES AND EQUITY233,220211, 7 2 9
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 23 to 63.
21
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statement of
Cash Flows
For the year ended 30 June 2022
GroupGroup
20222021
Notes$’000$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from (applied to)
Receipts from customers61, 57659,635
Interest received1-
Payments to suppliers and employees(49,338)( 4 7, 913 )
Interest and other costs of finance paid(1, 74 0 )(1, 50 8)
Income tax paid(2,931)(3,030)
Net cash flow from operating activities237, 5 6 87,18 4
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was obtained from (applied to)
Sale of property, plant and equipment134195
Purchase of property, plant and equipment excluding Zebra
Vineyard Purchase(6 ,18 8)(5,626)
Purchase of property, plant and equipment – Zebra Vineyard(6,302)-
Purchase of intangible assets (3)-
Grower and other loans repaid10 0-
Net cash flow (applied to) investing activities(12, 259)(5 , 4 31)
CASH FLOW FROM FINANCING ACTIVITIES
Cash was provided from (applied to)
Dividends paid8(2,629)(1,972)
Loans advanced23 (b)32,00016,000
Loans repaid23 (b)(26,597)(18,223)
Lease liabilities repaid23 (c)(953)(9 21)
Net cash flow from/(applied to) financing activities1,821( 5 ,116 )
Net (decrease) in cash held(2,870)(3,363)
Cash and cash equivalents at beginning of year2,5585,9 21
Cash and cash equivalents/(Bank overdraft) at end of year(312)2,558
Comprising: Cash and cash equivalents3542,558
Bank overdraft13(666)-
(312)2,558
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 23 to 63.
22
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
23
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

For the year ended 30 June 2022
1. REPORTING ENTITY
Foley Wines Limited (“the Company”, “the Parent”) is a company domiciled in New Zealand, registered under the Companies
Act 1993 and listed on the NZX Main Board (NZSX) of the New Zealand Stock Exchange (“NZX”). The Company is an FMC
reporting entity in terms of the Financial Markets Conduct Act 2013.
The Company is an integrated wine company producing table wines with the marketing and sales of premium wines in New
Zealand and various export markets.
The Company is 52.80% (2021: 52.80%) owned by Foley Holdings New Zealand Limited, which in turn is owned 80.47% by
Foley Family Wines Holdings, Inc., a company domiciled in the United States of America.
2. SUMMARY OF ACCOUNTING POLICIES
The financial statements of Foley Wines Limited (“the Company”, “the Parent”) and its subsidiaries and controlled entities
(together referred to as “the Group”) have been prepared in accordance with generally accepted accounting practice in
New Zealand (“NZ GAAP”). The Company is a profit-oriented company incorporated in New Zealand with its registered
office at 13 Waihopai Valley Road, RD6, Blenheim 7276, New Zealand.
2.1 STATEMENT OF COMPLIANCE
The Company is a reporting entity for the purpose of the Financial Markets Conduct Act 2013 and its financial statements
comply with that Act.
The financial statements comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’)
and other applicable Financial Reporting Standards as appropriate for profit-oriented entities. The financial statements also
comply with International Financial Reporting Standards (“IFRSs”).
The financial statements were authorised for issue by the Directors on 25 August 2022.
2.2 BASIS FOR PREPARATION
The financial statements have been prepared on the historical cost basis except for land and buildings, land improvements
including biological bearer plants (refer note 2.2(a)) and derivative financial instruments each of which have been measured
at fair value. The reporting currency is New Zealand dollars and all values are rounded to the nearest thousand dollars
($’000).
Judgements, Estimates and Assumptions and Accounting Policies
In the application of NZ IFRS the Directors are required to make judgements, estimates and assumptions about carrying values
of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of
which form the basis of making the judgements. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
Notes to the
Financial Statements
24
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.2 BASIS FOR PREPARATION (CONTINUED)
Judgements, Estimates and Assumptions and Accounting Policies (Continued)
The significant areas of estimation and assumptions made in the preparation of these financial statements are as follows:
(a) Fair Value of Land, Land Improvements and Buildings
The fair value of land, land improvements (vineyards) and buildings is determined by an independent valuer. The fair value of
land, vineyards, including bearer plants (grape vines) and other vineyard infrastructure, and buildings were determined under
the principle of highest and best use at balance date. Fair value is the amount for which the assets could have been exchanged
between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation
date. Fair value is determined by direct reference to recent market transactions on arm’s length terms for vineyards comparable
in size, location and varietal mix to those held by the Group. To determine the fair value the independent valuer uses valuation
techniques which are inherently subjective and involve estimation. The Directors consider that market data exists to support
this basis of valuation. Refer to note 20.
(b) Fair Value of Grapes at the Point of Harvest
The fair value of grapes at the point of harvest is determined by reference to market prices for each variety of grape grown
in the local area at the time of harvest. The Directors’ assessment of the fair value at the point of harvest is determined after
reviewing the market price paid to independent grape growers including reference to New Zealand Winegrowers annual
Grape Price Data. Refer to note 21. The fair value of grapes is sensitive to changes in the market. These changes are factored
into the market price determined by New Zealand Winegrowers. The carrying value of grapes is unlikely to be significantly
impacted by market movements in next 12 months as these grapes will be used in production of wine.
(c) Impairment of Assets other than Goodwill and Indefinite Life Intangibles
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the
particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.
In relation to inventories the recoverable amount, or net realisable value, represents the estimated selling price in the ordinary
course of business, less estimated costs of completion and estimated costs to be incurred in the marketing, selling and
distribution. Following this review of net realisable value and a comparison of this to the cost of inventories an impairment of
inventory of $5,000 for the Group has been recorded in the current year (2021: reversal of impairment $1,000). Refer to
not e 18.
(d) Impairment of Goodwill and Indefinite Life Intangibles
The Group determines at least annually whether goodwill and indefinite life intangible assets are impaired. This requires an
estimation of the recoverable amount of the cash generating units to which the goodwill and intangible assets were allocated.
The calculation of the recoverable amount of the cash generating unit involves assumptions to be made in terms of the timing
and extent of net cash flows expected to arise from the cash generating unit and the selection of an appropriate discount rate
in order to determine the present value. The Group has determined that in the current year there is only one cash generating
unit for the whole business and the value of the goodwill and intangible assets was supported by value-in-use calculations.
These calculations required the use of estimates. These estimates are set out in note 22.
25
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.2 BASIS FOR PREPARATION (CONTINUED)
Judgements, Estimates and Assumptions and Accounting Policies (Continued)
The significant areas of critical judgements made in the preparation of these financial statements are as follows:
(a) Lease Accounting
The Group has entered into long-term vineyard leases which allow the Group to control the growing and harvesting of the
grapes used in the production of finished product.
Significant estimates and judgements that have been required for the application of NZ IFRS 16 Leases are:
• The determination of whether an arrangement contains a lease;
• The determination of lease term for some lease contracts in which the Group is a lessee that include renewal options and
termination options, and the determination whether the Group is reasonably certain to exercise such option;
• The determination of the incremental borrowing rate used to measure lease liabilities;
• The determination of the expected cost to dismantle and remove lease improvements at end of the lease.
Refer to note 14.
The Directors continually review all accounting policies and areas of judgement in presenting the financial statements.
Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the
concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is
reported. A summary of significant accounting policies is disclosed in section 2.3.
2.3 SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies have been adopted in the preparation and presentation of the financial
statements:
2.3.1 REVENUE RECOGNITION
Revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the vendor expects to be entitled in exchange for those goods or services.
The following specific recognition criteria must also be met before revenue is recognised:
(a) Sale of goods
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and
excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or
service to a customer. Control is considered transferred to the buyer at the time of delivery of the goods to the customer or at
the free on board (FOB) port/delivery point or as otherwise contractually determined. Delivery occurs when the goods have
been shipped to the customer’s specific location. For sales of goods to retail customers, transfer is at the point the customer
purchases the goods at the retail outlet. Payment of the transaction price, which may be reduced by the customer opting to
redeem accrued Foley Reward Points towards the purchase, is due immediately at the point the customer purchases the goods.

26
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.1 REVENUE RECOGNITION (CONTINUED)
(b) Interest revenue
Revenue is recognised as the interest accrues (using the effective interest method which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the
financial asset).
2.3.2 BORROWING COSTS
Borrowing costs are recognised as an expense when incurred except to the extent that they are directly attributable to the
acquisition, construction or production of a qualifying asset.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset will be capitalised as
part of the cost of that asset.
2.3.3 IMPAIRMENT OF ASSETS OTHER THAN GOODWILL AND INDEFINITE LIFE
INTANGIBLES
At each reporting date, the Group reviews the carrying value of its tangible and intangible assets and assesses whether there
is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing
for an asset is required, the Group makes a formal assessment of recoverable amount. Where the carrying amount of an asset
exceeds its recoverable amount the asset is considered to be impaired and is written down to its recoverable amount.
Impairment losses relating to property, plant and equipment are recognised in the current period profit or loss, unless the
relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease only to the extent
that there are sufficient previous reserves.
The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. In determining the
expected credit losses for these assets, the Company has taken into account the historical default experience, the financial
position of the counterparties and considered various external sources of actual and forecast economic information, as
appropriate, in estimating the probability of default of each of these financial assets occurring, as well as the loss upon
default in each case.
2.3.4 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, cash at bank and investments on call or in short-term deposits with an
initial maturity of three months or less. Bank overdrafts are shown within loans and borrowings in current liabilities in the
Statement of Financial Position.
For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, demand deposits and short-
term, highly liquid investments that are readily convertible into known amounts of cash and includes at call borrowings such
as bank overdrafts, used by the Group as part of its day-to-day cash management.
27
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.5 TRADE AND OTHER RECEIVABLES
Trade receivables are recognised initially at fair value and subsequent to initial recognition are carried at amortised cost less
impairment. Bad debts are written off during the year in which they are identified.
Other receivables are initially recognised at fair value of the consideration received or receivable. Other receivables are
classified as current assets unless the balances are expected to settle at least 12 months after balance date, in which case
they are classified as non-current other receivables. Subsequent measurement of other non-current receivables occurs at
amortised cost less impairment, where the nominal value is discounted to present value, using the effective interest rate of the
asset over the expected period of settlement.
2.3.6 INVENTORIES
All inventories are valued at the lower of cost or deemed cost and net realisable value. Cost is calculated on an average cost
basis. Inventory costs include a systematic allocation of appropriate production overheads that relate to putting inventories
in their present location and condition but exclude borrowing costs. The allocation of production overheads is based on the
normal capacity of the production facilities. The deemed cost for the Group’s agricultural produce (grapes) is fair value at
harvest date less estimated point-of-sale costs in accordance with NZ IAS 41 ‘Agriculture’.
Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion
and estimated costs to be incurred in the marketing, selling and distribution.
2.3.7 LEASES
All leases are accounted for by recognising a right-of-use asset and a lease liability except for Leases of low value assets; and
Leases with a term of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease
payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the
initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
• amounts expected to be payable under any residual value guarantee;
• the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to exercise that option;
• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination
option being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for:
• lease payments made at or before commencement of the lease;
• initial direct costs incurred; and
• the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the
leased asset.

28
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.7 LEASES (CONTINUED)
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the
remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease
term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or
rate or when there is a change in the assessment of the term of any lease.
2.3.8 AGRICULTURE (BIOLOGICAL ASSET PRODUCE AND BIOLOGICAL WORK IN
PROGRESS)
Agriculture comprises agricultural produce (harvested grapes) from bearer plants (grape vines).
All costs incurred in deriving produce from the current year’s harvest or maintaining agricultural assets (bearer plants) are
capitalised and treated as part of the cost of inventory. Costs incurred in deriving produce from a future harvest are capitalised
and treated as Biological work in progress in the Statement of Financial Position.
The fair value of harvested grapes (agricultural produce or “consumable biological asset”) less estimated point-of-sale costs
is recognised in profit or loss as gain/loss on harvested grapes in the period of harvest. The fair value of grapes is determined
by reference to market prices for grapes in the local area, at the time of harvest. This becomes the deemed “cost” for inventory
valuation purposes.
2.3.9 PROPERTY, PLANT AND EQUIPMENT
Land, land improvements (vineyards), including bearer plants (grapes vines) and other vineyard infrastructure, and buildings
(excluding buildings under construction) are valued at fair value less accumulated depreciation. Land is not depreciated.
Fair value is determined on the basis of an independent valuation prepared by external valuation experts annually. The fair
values are recognised in the financial statements and are reviewed at the end of each reporting period to ensure that the
carrying value is not materially different from their fair value. Fair value is determined by reference to market-based evidence,
which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable
willing seller in an arm’s length transaction as at the valuation date. Any subsequent acquisitions since the last revaluation are
recorded at cost less accumulated depreciation and impairment losses.
Land improvements include all costs incurred in developing vineyards including direct material (including grapes vines), direct
labour and an allocation of overhead and financing cost. These are not depreciated until the integrated vineyard asset
reaches full commercial production which is typically two to three years after planting.
Revaluation increases are taken directly to the revaluation reserve except to the extent that they reverse a previous revaluation
decrease of the same asset that was recognised as an expense in profit or loss, in which case the increase is credited to profit
or loss to the extent of the decrease previously charged.
Decreases in value are debited directly to the revaluation reserve to the extent that they reverse previous surpluses of the same
asset and are otherwise recognised as expenses in profit or loss.
All other items of property, plant and equipment are recorded on the cost basis less accumulated depreciation and impairment
losses.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. Resulting impairment losses are recognised as an expense in profit
or loss.
29
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
All items of property, plant and equipment other than land, are depreciated on a straight line basis at rates which will write off
their cost or revalued amount less estimated residual value over their expected useful lives. The estimated useful lives, residual
values and depreciation methods are reviewed at the end of each annual reporting period. The estimated useful lives of major
classes of assets are as follows:
Buildings 10 – 50 years
Land improvements and bearer plants (grape vines) 5 – 50 years
Plant, equipment and vehicles 1 – 20 years
Buildings under construction are not depreciated until completed.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.
2.3.10 INTANGIBLE ASSETS OTHER THAN GOODWILL
Purchased identifiable intangible assets, comprising trademarks, are shown at cost less any accumulated impairment losses.
Trademarks have been assessed as having an indefinite life, since the Company has the rights to the brand while it is registered
and has no intention of relinquishing those rights. Trademarks are not amortised but are subject to annual impairment testing
whereby the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount
is lower than the carrying amount.
Intangible assets acquired in a business combination and recognised separately from goodwill, such as brands acquired, are
initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.
Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal
proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
2 . 3 .11 P A Y A B L E S
Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments
resulting from the purchase of goods and services.
Foley Rewards points are accrued as the sales of eligible product are made through the Foley Wine Club store. The accrual
is reduced as points are redeemed.
2.3.12 LOANS AND BORROWINGS
Borrowings are initially recorded at fair value of the consideration received, net of issue costs directly associated with the
borrowing. Deferred consideration payable as part of a business combination are treated as borrowings and recorded at
fair value at the date of completion of the transaction.
After initial recognition, borrowings are subsequently measured at amortised cost, which present values the borrowing using
the effective interest rate method. Amortised cost is calculated by taking into account any issue costs, and any discount or
premium on issuance.
30
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.13 EMPLOYEE BENEFITS
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave when it is
probable that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values
using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which
are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be
made by the Group in respect of services provided by employees up to reporting date.
Liabilities for short term bonus plans are recognised where there is a contractual or constructive obligation and accrued on
an undiscounted basis.
2.3.14 FOREIGN CURRENCIES
In preparing the financial statements of each individual group entity, all transactions denominated in a currency other than the
entity’s functional currency (foreign currencies) occurring during the financial year are translated into the functional currency
using the exchange rate in effect at the date of the transaction. Monetary items receivable or payable in a foreign currency
are translated at the exchange rate existing at balance date. Foreign exchange gains or losses resulting from the settlement
of transactions and from the translation at balance date are recognised in profit or loss in the period in which they arise.
2.3.15 INCOME TAX
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit
or loss for the year. It is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the
reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or
refundable) at the reporting date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle,
deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent
that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused
tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary
differences giving rise to them arise from the initial recognition of assets or liabilities which affects neither taxable income nor
accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising
from goodwill.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and
liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount
of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same
taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or
debited directly to equity or in other comprehensive income, in which case the deferred tax or current tax is also recognised
directly in equity or in other comprehensive income.
31
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.16 GOODS AND SERVICES TAX
Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except for
receivables and payables which are recognised inclusive of GST, where invoiced.
Cash flows are included in the statement of cash flows on a gross basis.
2.3.17 DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments including forward exchange contracts, option contracts and interest rate
swaps for the primary purpose of reducing its exposure to fluctuations in foreign currency exchange rates and interest rates.
Derivatives are initially recognised at fair value on the date the derivative contract is entered into (the trade date) and are
subsequently re-measured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or
loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the
recognition in profit or loss depends on the nature of the hedge relationship.
The Group has not adopted hedge accounting during the year. All derivative financial instruments are measured at fair value
and changes in their fair value are recognised immediately in profit or loss (FVTPL). The fair value of forward exchange
contracts, foreign exchange option contracts and interest rate swaps is based on market values of equivalent instruments at
the reporting date.
2.3.18 FINANCIAL INSTRUMENTS ISSUED BY THE GROUP
Debt and equity instruments
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual
agreement.
Transaction costs on the issue of equity instruments
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of
the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the
issue of those equity instruments and which would not have been incurred had those instruments not been issued.
Interest and dividends
Interest and dividends are classified as expenses or as distributions of profit consistent with the Statement of Financial Position
classification of the related debt or equity instruments or component parts of compound instruments.
2.3.19 STATEMENT OF CASH FLOWS
The cash flow statement is prepared inclusive of GST.
Definitions of the terms used in the statement of cash flows are:
“Cash and cash equivalents” includes cash on hand, demand deposits and short-term, highly liquid investments that are
readily convertible into known amounts of cash and includes at call borrowings such as bank overdrafts, used by the Group
as part of its day-to-day cash management.
“Investing activities” are those activities relating to the acquisition and disposal of current and non-current investments, and
any other non-current assets, and includes dividends received.
32
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.19 STATEMENT OF CASH FLOWS (CONTINUED)
“Financing activities” are those activities relating to changes in equity and debt capital structure of the Group and dividends
paid on the Company’s equity capital.
“Operating activities” include all transactions and other events that are not investing or financing activities.
2.3.20 SEGMENT REPORTING
NZ IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that
are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segment and to
assess its performance. The CODM is considered to be the Board of Directors and has established that the Group operates
in one segment (refer note 27).
2.3.21 GOVERNMENT GRANTS
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions
attaching to them and that the grants will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as
expenses the related costs for which the grants are intended to compensate.
2.3.22 BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred
by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the
Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests
in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the
acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held
interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
2.3.23 GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see
2.3.22 above) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-
generating units) that is expected to benefit from the synergies of the combination
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when
there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying
amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill
is recognised directly in profit or loss in the consolidated income statement. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
33
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.23 GOODWILL (CONTINUED)
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
2.3.24 CHANGES IN ACCOUNTING POLICIES
There have been no changes in accounting policies during the year except as noted in 2.3.25.1 below.
2.3.25 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS
2.3.25.1 Standards and interpretations effective in the current year
The following Standards and Amendments to NZ IFRS, which are relevant to the Group’s financial statements, and became
effective mandatorily for the annual periods beginning on or after 1 January 2021, were adopted by the Group from 1 July
2021. The adoption of these have not and will not lead to any change in the Group’s accounting policies with measurement
or recognition impact on the period presented in these financial statements:
• Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendment to NZ IFRS 16) - mandatory for annual periods
beginning on or after 1 April 2021.
2.3.25.2 Standards and interpretations effective in future periods
Certain new Standards, Interpretations and Amendments to existing standards have been published that are mandatory for
later periods and which the Group has not early adopted. The key items include:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendment to NZ IAS 37) – Clarifies the costs to be included when
determining the cost of fulfilling a contract, for the purpose of assessing whether the contract is onerous - mandatory for
annual periods beginning on or after 1 January 2022 with early application permitted.
• Property, Plant and Equipment – Proceeds Before Intended Use (Amendment to NZ IAS 16) Prohibits an entity from
deducting amounts received from selling items produced while the entity is preparing an item of property, plant and
equipment for its intended use from the cost of the equipment - mandatory for annual periods beginning on or after 1
January 2022 with early application permitted.
• Reference to the Conceptual Framework (Amendment to NZ IFRS 3) - mandatory for annual periods beginning on or
after 1 January 2022 with early application permitted.
34
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.3.25 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS (CONTINUED)
2.3.25.2 Standards and interpretations effective in future periods (Continued)
• Annual Improvements to NZ IFRS Standards 2018-2020 – These amendments include the Taxation in fair value
measurements (NZ IAS 41 Agriculture) – mandatory for annual periods beginning on or after 1 January 2022.
• Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1) – To clarify the classification of debt and
other liabilities with an uncertain settlement date in the statement of financial position, including the settlement of debt by
converting to equity – mandatory for annual periods beginning on or after 1 January 2023.
• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and IFRS Practice Statement 2) - Entities are now required
to disclose their ‘material’ accounting policies instead of ‘significant’ accounting policies. The amendments clarify that
accounting policy information is material if users of an entity’s financial statements would need it to understand other
material information in the financial statements, and that accounting policy information may be material because of
its nature, even if the related amounts are immaterial – mandatory for annual periods beginning on or after 1 January
2023. The amendments are applied prospectively with earlier application permitted.
• Definition of Accounting Estimates (Amendments to NZ IAS 8) - The definition of “change in accounting estimates” is
replaced with a definition of “accounting estimates”. Under the new definition, accounting estimates are “monetary
amounts in financial statements that are subject to measurement uncertainty” - mandatory for annual periods beginning
on or after 1 January 2023.
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) - Applying this
exception, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and
deductible temporary differences. The amendments apply to taxable and deductible temporary differences associated
with right-of-use assets and lease liabilities, and decommissioning obligations and corresponding amounts recognised as
assets. Any resulting adjustment is recognised at the beginning of the earliest comparative period presented. Mandatory
for annual periods beginning on or after 1 January 2023 with early application permitted.
The Group’s management have completed an initial assessment of the new standards and do not expect the adoption of these
standards to have a material financial impact on the financial statements of the Group but may affect disclosure.
Management will work through a full analysis of each standard and will provide further information on the expected impact
of adoption of these standards in future reports ahead of their effective dates. The Group does not expect to adopt these
standards before their effective date.
2.4 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Company - has the power over the
investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power
to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control listed above.
35
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
2.4 BASIS OF CONSOLIDATION (CONTINUED)
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated Income
Statement and Statement of Comprehensive Income from the effective date of acquisition and up to the effective date
of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company
and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies
into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
GroupGroup
20222021
$’000$’000
3. PROFIT FOR THE YEAR
Included in profit before income tax for the year are the following:
REVENUE:
Sales revenue – sale of goods – bottled wine5 4 , 74 753,255
Sales revenue – other2,9454,697
Total sales revenue5 7, 6 9 25 7, 9 5 2
Other revenue – government grant (refer note 4 re Covid-19)-37
Total revenue5 7, 6 9 25 7, 9 8 9
Sales revenue - other includes the sale of other products such as bulk wine, spirits,
merchandise, restaurant meals and non-alcoholic beverages.

EXPENSES:
Amortisation – lease right-of-use assets1,0561,022
Depreciation4,5784 , 761
Directors’ fees240240
Employee benefits expense:
- Short-term employee benefits8,7248,853
Excise duty and HPA levy4,7275,303
Fees paid to auditors:
- Audit of the financial statements (including fees and disbursements) (Deloitte)9991
Cost of inventories recognised as expense33,47239, 36 0
36
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
GroupGroup
20222021
$’000$’000
4. OTHER EXPENSES
Included in other expenses for the year are the following:
Covid-19 related expenses (see note below)1910
Overseas Investment Office Consent Variation expenses-31
Restructure expenses-10 0
19141
Covid-19 – During this period the Company incurred additional costs of operating such as additional cleaning, sanitising
and protective equipment, accommodation and transport costs for workers to operate within the requirements. The Company
received a government subsidy in April 2020 of which $37,000 related to the prior year reported in these financial statements.
Refer note 2.3.21 for accounting policy for government grants and note 3 for the revenue recorded in the current and prior
periods.
Overseas Investment Office (OIO) Consent Variation – During the prior year the Company incurred costs related to an
application to the Overseas Investment Office to have the consent varied relating to the purchase of Mt Difficulty Wines assets
and business in January 2019. The variation resolved issues primarily associated with the redevelopment of the cellar door
and restaurant.
Restructure expenses – Costs associated with business restructuring carried out during the prior year.
GroupGroup
20222021
$’000$’000
5. INTEREST EXPENSE
Interest on loans and borrowings1,033797
Interest on convertible notes708709
Interest expense on lease liabilities-2
Total Interest expense1, 7411,508
37
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
GroupGroup
20222021
$’000$’000
6. INCOME TAX
6.1 INCOME TAX RECOGNISED IN PROFIT
Income tax expense comprises:
Current tax expense – current year2,7862,284
Current tax expense – adjustment to prior year196-
Current tax expense2,9822,284
Deferred tax expense/(benefit) – origination & reversal of temporary differences593(970)
Deferred tax expense – adjustment to prior year --
Deferred tax expense/(benefit)593(970)
Total income tax expense3,5751, 314
Reconciliation of income tax expense:
Profit before income tax9, 7 715,057
Income taxation expense calculated at current rate of 28% 2,7361, 416
Non-deductible expenses5094
Non-taxable capital profit/sale of amortisable land improvements(136)(213)
Disposal of amortisable land improvements284-
Zebra Vineyard amortisable land improvements acquired (initial recognition)504-
Other deferred movements(59)17
Prior period adjustment196-
Income tax expense as reported3,5751, 314
6. 2 INCOME TAX
COMPREHENSIVE INCOME
The following current and deferred amounts were charged/(credited) directly to
other comprehensive income during the year:
Deferred tax: Revaluation of property, plant and equipment84590
6.3 CURRENT TAX ASSETS AND LIABILITIES
Current tax assets: Tax refund receivable--
Current tax liabilities: Tax payable966916
38
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
6. INCOME TAX (CONTINUED)
6.4 DEFERRED TAX BALANCES
Taxable and deductible temporary differences arise from the following:
Balance SheetIncome Statement
GroupGroupGroupGroup
2022202120222021
$’000$’000$’000$’000
Deferred tax liabilities and assets
Tax and accounting book differences – property, plant and
equipment11 ,14 710,23270(265)
Brand intangible assets (value-in-use deferred tax)5,15 05,15 0--
Fair value through profit or loss financial assets/liabilities(235)20(255)(9)
Other including WET rebate receivable6985(16)(19)
Inventories and biological work in progress323(489)812(758)
Annual, sick leave and employee entitlements, accruals and
provisions(117 )(115 )(2)99
Lease liabilities and right-of use assets(557)(5 41)(16)(18)
Net deferred tax liabilities15, 78 014 ,342
Deferred tax expense/(benefit)593(970)
All deferred tax assets and liabilities are offset and disclosed as non-current.
GroupGroup
20222021
$’000$’000
6.5 IMPUTATION CREDITS
Imputation credits available for subsequent reporting periods based on a tax rate of 28%9, 2037, 2 4 4
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
a) Imputation credits that will arise from the payment of the amount of the provision for income tax
b) Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
c) Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
39
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
GroupGroup
20222021
cents per
shares
cents per
shares
7. EARNINGS PER SHARE
Basic Earnings per share9. 4 35.88
The calculation of basic earnings per share in respect of 2022 is based on profit of $6,196,000 (2021: $3,866,000)
and the weighted average of 65,736,148 ordinary shares on issue during the year (2021: 65,736,148).
Basic Earnings per share9.115.88
The calculation of diluted earnings per share in respect of 2022 based on profit of $6,706,000 (2021: $4,376,000),
being profit for the year adjusted for the interest on the convertible notes after income tax, and the weighted average of
73,599,173 ordinary shares on issue during the year (2021: 73,599,173).
The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the
weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:
GroupGroup
20222021
Number of
shares
Number of
shares
Weighted average number of ordinary shares (Basic) 6 5, 736 ,14 86 5, 736 ,14 8
Convertible notes outstanding at year end7, 8 6 3 , 0 2 57, 8 6 3 , 0 2 5
Convertible notes outstanding at year end73,599,17373,599,173
8. DISTRIBUTION TO OWNERS
The Company paid a final dividend for 2021 of 4 cents per share fully imputed on 22 October 2021 totalling $2,629,000
(2021: $1,972,000: 3 cents per share paid 23 October 2020). No final dividend for the current financial year has been
declared and included in these financial statements. A final dividend of 4 cents per share fully imputed, was approved by the
Board on 25 August 2022 for payment on 21 October 2022 (refer note 30).
Parent 2022Parent 2021GroupGroup
Number of
shares issued
Number of
shares issued
20222021
$’000$’000
9. SHARE CAPITAL
FULLY PAID UP ORDINARY SHARES
Balance at beginning of financial year6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518
Movements in share capital----
Balance at end of financial year6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518
40
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
9. SHARE CAPITAL (CONTINUED)
The Company has only one class of shares and all shares have the same voting rights and share equally in dividends and any
surpluses on winding up. The shares have no par value.
Share issues during the year:
There were no share issues during the year.
Shares reserved for issuance:
Convertible notes on issue at year end – convertible to 7,863,025 ordinary shares – refer note 15 (2021: 7,863,025).
GroupGroup
20222021
$’000$’000
10. RESERVES
ASSET REVALUATION RESERVE
Balance at beginning of financial year22,53718, 528
Revaluation increments8 , 7135,047
Transferred to retained earnings(517 )(948)
Deferred tax liability arising on revaluation (note 6.2)(845)(90)
Balance at end of financial year29,88822,537
The asset revaluation reserve arises on the revaluation of land, buildings and land improvements. Where a revalued
asset is sold that proportion of the asset revaluation reserve which relates to that asset, and is effectively realised, is
transferred directly to retained earnings.
11. RETAINED EARNINGS
Balance at beginning of financial year23,30520,463
Profit for the year net of tax, attributable to Shareholders of the Parent Co.6 ,1963,866
Dividends paid relating to 2021 (2021: 2020)(2,629)(1,972)
26,87222,357
Transferred from asset revaluation reserve517948
Balance at end of financial year2 7, 3 8 923,305
12. TRADE AND OTHER PAYABLES
Trade creditors2,3502,019
Employee entitlements91876 6
Other accruals1,0881,687
4,3564,472
41
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
13. LOANS AND BORROWINGS
At amortised cost:GroupGroup
InterestInterest RateExpiry20222021
Rate %Review DateDate$’000$’000
Bank overdraft5.60% pa666-
Bank of New Zealand Term Loan 064.39% pa2 9/ 7/ 2 231/8/2311 , 0 0 211 , 0 01
Bank of New Zealand Term Loan 05/074.19% pa2 9/ 7/ 2 23 0/1/2624,58625,629
Bank of New Zealand Term Loan 084.39% pa2 9/ 7/ 2 23/5/276,445-
Total loans and borrowings42,03336,630
Weighted average effective interest rate on
BNZ Term Loans4.27%2.18%
Bank overdraft 666-
Loans due within 1 year2,2571,047
Total current loans and borrowings2,2571,047
Loans due 1 to 2 years13,347-
Loans due 2 to 5 years26,42935,583
Total non-current loans and borrowings39, 7 7635,583
Total loans and borrowings42,03336,630
BANK OF NEW ZEALAND FACILITIES
• The details and terms of the BNZ facilities are as follows:
• The $5 million Market Connect Overdraft Facility to fund ongoing working capital requirements. The interest rate payable
on the facility is the BNZ Market Connect Overdraft Prime Rate (with 0% margin). An overdraft facility fee of 0.80%pa
is payable in arrears. All outstanding debt under the facility is repayable upon demand. The balance available to be
drawn down at 30 June 2022 was $4.3 million (2021: $5m).
• The $20 million BNZ Term Loan Facility (loan #06). This loan facility is an interest only facility until maturity on 31 August
2023. The full facility limit of $20 million is available for redraw throughout the term. Interest is payable at 1.95% per
annum above the base rate. The base rate is the ‘BKBM’ rate as quoted on the Reuters Monitor Money Rates Services
page. A non-utilisation fee is payable of 0.4% pa. All outstanding debt under the facility is repayable on the maturity
date. The balance available at 30 June 2022 was $9 million (2021: $9m).
• The $25.5 million BNZ Term Loan Facility (loan #07). This loan facility was drawn down on 2 August 2021 and used to
repay BNZ Term Loan #05 in full. The terms of the loan are as follows: Principal repayment of $83,333 payable monthly
from 30 August 2021 to 29 July 2022 and $166,667 monthly from 30 August 2022 until maturity on 30 January 2026.
The facility limit decreases each month by the principal repayment amount. Interest is payable at 1.75% per annum
above the base rate. The base rate is the one month ‘BKBM’ rate.
42
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
13. LOANS AND BORROWINGS (CONTINUED)
BANK OF NEW ZEALAND FACILITIES (CONTINUED)
• The $6.5 million BNZ Term Loan Facility (loan #08). This loan facility was drawn down on 3 May 2022 to finance the
Zebra Bendigo Vineyard purchase. The terms of the loan are as follows: Principal repayment of $27,740 payable
monthly for the first 12 months and then the monthly payments increase annually until maturity on 3 May 2027. The
facility limit decreases each month by the principal repayment amount. Interest is payable at 1.95% per annum above
the base rate. The base rate is the one month ‘BKBM’ rate.
SECURITY
The Bank has registered a first ranking general security agreement over all the present and after acquired property of the
Company and of its wholly owned subsidiaries, a specific security agreement over any separately identifiable intellectual
property of the Company or its wholly owned subsidiaries and a first ranking mortgage over all of the land and improvements
owned by the Company.
BANK COVENANTS
The Company complied with all of the financial covenants imposed by the Bank of New Zealand during the year.
14. LEASES
14.1 LEASE RIGHT OF USE ASSETS
LandPlant
Improve-Equip. &
LandBuildingsmentsVehiclesTotal
Group$’000$’000$’000$’000$’000
Year ended 30 June 2022
Net carrying amount
At 1 July 20216 ,821233, 791-10,635
Additions --132-132
Lease remeasurements2,362-234-2,596
Amortisation charge for the period(522)(23)( 511)-(1,056)
At 30 June 20228,661-3,646-12, 3 07
Year ended 30 June 2021
Net carrying amount
At 1 July 20207, 2 6 8914 ,10 3411 , 4 6 6
Additions --220-220
Lease remeasurements--(29)-(29)
Amortisation charge for the period(447)(68)(503)(4)(1,022)
At 30 June 20216 ,821233, 791-10,635
43
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
14. LEASES (CONTINUED)
14.1 LEASE RIGHT OF USE ASSETS (CONTINUED)
The Group leases vineyard land, office space (buildings), producing vineyards (land improvements) and a motor vehicle. The
average lease term is 8.9 years at 30 June 2022 (2021: 9.7 years).
The vineyard land lease agreements have normal provisions for periodic rent reviews to market rates and the producing
vineyard lease agreements have annual CPI linked rent reviews.
The maturity analysis of lease liabilities relating to these leases is presented below.
GroupGroup
20222021
$’000$’000
Amounts recognised in profit and loss:
Amortisation expense on right-of-use assets1,0561,022
Interest expense on lease liabilities-2
Interest expense on lease liabilities through cost of sales460407
Expense relating to short-term leases114158
Expense relating to leases of low value assets1212
At 30 June 2022, the Group is committed to $11,000 for short-term leases (2021: $6,000).
The total cash outflow for leases during the period was $1,544,000 (2021: $1,499,000).
14.2 LEASE LIABILITIES
Classified as:
Current932820
Non-Current12,95211 , 2 8 9
Total13,88412,10 9
Maturity analysis (undiscounted cash flows):
Year 11,3711,202
Year 21,2901,138
Year 31,2901,058
Year 41,2901,058
Year 51,2621,057
Over 5 Years12,82911 , 4 5 6
Total19, 33216 ,969
The lease liabilities were increased by $2,596,000 due to lease remeasurements and $132,000 due to new leases during
the year (2021: New leases $220,000). The Group does not face a significant liquidity risk with regard to its lease liabilities.
Lease liabilities are monitored within the Group’s treasury function.
All lease obligations are denominated in New Zealand dollars.
44
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
GroupGroup
20222021
$’000$’000
15. CONVERTIBLE NOTES
Foley Holdings New Zealand Limited10,90 010,90 0
Disclosed as: Current convertible notes10,90 010,90 0
As part of the merger transaction with The New Zealand Wine Company Limited (renamed Foley Family Wines Limited
and later Foley Wines Limited (“FWL”)) on 4 September 2012, the Company issued an 18 month convertible note to Foley
Holdings New Zealand Limited (“Foley Holdings”, formerly Foley Family Wines Holdings, New Zealand Limited) for the
principal amount of $10,900,000 thereby assuming Foley Family Wines NZ Limited’s current loan liability to Foley Holdings
New Zealand Limited of the same amount under a promissory note.
The principal terms of the Convertible Note are:
• the term of the Convertible Note is a minimum term of 18 months. After that period or earlier if FWL is in breach of its
obligations under the Convertible Note, the Convertible Note converts at the option of Foley Holdings or alternatively
Foley Holdings may demand repayment in lieu of conversion;
• the issue price on the conversion of any shares under the Convertible Note is $1.386 per share which is the same price
at which the shares have been issued to Foley Holdings pursuant to the Merger of The New Zealand Wine Company
Limited and Foley Family Wines New Zealand Limited. On conversion of the Convertible Note issued by FWL, 7,863,025
shares in FWL could be issued to Foley Holdings at a price of $1.386 per share by way of off-set against the amount
owing to Foley Holdings under the Convertible Note. Assuming no change in the shares on issue in FWL between the
date of the issue of the Convertible Note and its conversion to new shares, this would when aggregated with the shares
issued under the Merger increase the holdings of Foley Holdings in FWL to 83%.
• the Convertible Note does not give Foley Holdings any right to vote. Foley Holdings will acquire voting rights with the
ordinary shares it receives on any exercise of the right to convert under the Convertible Note;
• interest is payable, quarterly in arrears (not compounding), on the Convertible Note pending conversion at the rate of
6.5% pa. The interest rate has been agreed between FWL and Foley Holdings as being representative of market rates
for an unsecured loan of its type; and
• all shares issued pursuant to the exercise of the Convertible Note will rank equally in all respects with all other FWL shares
on issue.
The Convertible Note can be converted at the option of Foley Holdings after 18 months from the date of issue, that is, from 4
March 2014, and there are no performance hurdles required to be met before conversion can occur. The Convertible Note
has been classified as current. At balance date, and up to the date of these financial statements, no notification had been
received to convert the note.
45
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
GroupGroup
20222021
$’000$’000
16. OTHER FINANCIAL ASSETS/(LIABILITIES)
At fair value:
Foreign currency forward contracts-64
Other financial assets – FVTPL – Current-64
Foreign currency forward contracts-6
Other financial assets – FVTPL – Non-Current-6
Other financial assets – FVTPL – Total-70
Foreign currency forward contracts(608)-
Other financial liabilities – FVTPL - Current(608)-
Foreign currency forward contracts(232)-
Other financial liabilities – FVTPL – Non-Current(232)-
Other financial liabilities – FVTPL – Total(840)-
Derivative financial instruments are used by the Group in the normal course of business in order to hedge exposure to
fluctuations in interest and foreign exchange rates. Refer note 24 for details of financial instruments used by the Group.
17. TRADE AND OTHER RECEIVABLES
Trade receivables8,9919, 516
Other receivables 1,8711,19 2
10,86210,708
Current9,8349,9 98
Non-Current1,028710
The carrying amount disclosed above is a reasonable approximation of fair value. Trade receivables are non-interest
bearing and are generally due the last working day of the month following invoice for domestic customers and 30-120 day
terms for export customers.
Not Past Due8,8729, 436
Past Due 1-30 days11638
Past Due 31-60 days24
Past Due 61-90 days123
Past Due > 91 days-15
8,9919, 516
46
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
17. TRADE AND OTHER RECEIVABLES (CONTINUED)
Trade receivables that are less than 90 days past due are generally not considered impaired. As of 30 June 2022 trade
receivables of $119,000 (2021: $80,000) were past due but not impaired.
Other receivables include grower advances (amounts owing for the purchase of the lessee’s vineyard improvements at the
expiry of the lease for land) of $1,179,000 (2021: $808,000). The grower advances are secured by way of first ranking
mortgage over the grower’s land. The grower advances are accounted for as net present value of future cash flows on initial
recognition discounted at 4.39% (2021: 2.26%). The expense relating to the present value of new grower advances recorded
during the year was $86,000 (2021: $72,000). Interest income/receivable for the year was $18,000 (2021: Nil). The Group
recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition on other receivables.
However, if the credit risk on the other receivables has not increased significantly since initial recognition, the Group measures
the loss allowance for that other receivable at an amount equal to 12-month ECL.
The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. The expected credit
losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well
as the forecast direction of conditions at the reporting date. Based on the assessment undertaken at balance date the Group
has not recorded an Impairment of Trade Receivables in the current year (2021: $Nil). No bad debts were written off during
the year (2021: $Nil) and nothing was recovered from a bad debt written off in the previous financial years (2021: $Nil). The
gross debt relating to the trade receivables which were considered to be impaired at balance date was $Nil (2021: $Nil).
GroupGroup
20222021
$’000$’000
18. INVENTORIES
Raw materials686546
Consumable stores11495
Work in progress33,79028,756
Finished goods15,05613,9 21
Impairment of inventory(22)(17 )
Total inventories at lower of cost and net realisable value49,62443,301
Impairment of Inventory:
Opening balance1718
Impairment charge reversal during the year(17 )(18)
Impairment charge during the year2217
Closing balance2217
Cost of inventories recognised as expense during the year33,47239, 36 0
47
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
19. BIOLOGICAL WORK IN PROGRESS
GroupGroup
20222021
$’000$’000
Growing costs related to next harvest1,9481,404
The growth on the vines in the period from harvest to 30 June 2022 cannot be reliably measured due to the lack of market
information and the variables in completing the biological transformation process between balance date and the time of
harvest. As allowed under NZ IAS 41 the cost of agricultural activity in the period to 30 June has been recognised as work
in progress for the next harvest. This assumes the cost of the agricultural activity approximates fair value in determining the
value of the biological transformation that has occurred in that period. The value of work in progress at balance date was
$1,948,000 (2021: $1,404,000).
20. PROPERTY, PLANT AND EQUIPMENT
Land
FreeholdImprove-BearerPlantCapital
FreeholdBuildingsmentsPlantsEquip. &Work in
Land atat Fairat Fairat FairVehiclesProgress
Fair ValueValueValueValueat Costat CostTotal
Group$’000$’000$’000$’000$’000$’000$’000
Year ended 30 June 2022
At 1 July 2021, net of
accumulated depreciation
and impairment3 4 ,14119, 2937,88123,36218, 7333,556106,966
Additions 3,2662441, 3142,0293,0092,94612,808
Disposals--(231)(1, 4 63)(69)-(1, 76 3)
Revaluations5 ,1792,806(270)990--8,705
Depreciation charge
for the year-(392)(360)(558)(3,268)-(4,578)
At 30 June 2022, net of
accumulated depreciation
and impairment42,58621,9518,33424,36018,4056,502122,138
At 30 June 2022
Fair value42,58621,9518,33424,360--9 7, 2 3 0
Cost----4 4,9836,50251, 486
Accumulated depreciation
(accum impairment nil)----(26,578)-(26,578)
Net carrying amount42,58621,9518,33424,36018,4056,502122,138
48
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Land
FreeholdImprove-BearerPlantCapital
FreeholdBuildingsmentsPlantsEquip. &Work in
Land atat Fairat Fairat FairVehiclesProgress
Fair ValueValueValueValueat Costat CostTotal
Group$’000$’000$’000$’000$’000$’000$’000
Year ended 30 June 2021
At 1 July 2020, net of
accumulated depreciation
and impairment30,36519,11 08 ,13324,43820,469-102, 515
Additions -3889231,9203,5565,626
Disposals-(11)(295)(914)(128)-(1,348)
Revaluations3, 7 76537316305--4,934
Depreciation charge
for the year
-(381)(362)(490)(3,528)-(4 , 761)
At 30 June 2021, net of
accumulated depreciation
and impairment3 4 ,14119, 2937,88123,36218, 7333,556106,966
At 30 June 2021
Fair value3 4 ,14119, 2937,88123,362--84,677
Cost----42,8883,55646,444
Accumulated depreciation
(accum impairment nil)----(24 ,155)-(24 ,155)
Net carrying amount3 4 ,14119, 2937,88123,36218, 7333,556106,966
COMMITMENTS:
At balance date the Group had capital commitments of $3,583,000 for the Te Kairanga Development and $18,000 for
a CARL copper pot still (2021: Te Kairanga Development $7,500,000 and CARL copper pot still $130,000). The Group
has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/Restaurant
redevelopment.
REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS
Land, buildings, land improvements and bearer plants (grape vines) shown at valuation were valued at fair value under the
principle of highest and best use by Telfer Young, registered independent valuers, for the Martinborough properties, and
Colliers International, registered independent valuers, for the Central Otago and Marlborough properties, on 30 June 2022
(2021: 30 June 2021; Marlborough: Alexander Hayward).
49
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS
(CONTINUED)
Fair value is the amount for which the assets could have been exchanged between a knowledgeable willing buyer and a
knowledgeable willing seller in an arm’s length transaction as at the valuation date.
Freehold land, land improvements and bearer plants at fair value (viticulture planted land) is valued by reference to recent
market transactions on arm’s length terms for similar assets, considering grape varietal, soil quality and access to water on
a per hectare basis. Adopted rates per hectare range from $113,000 to $388,000 (2021: $108,000 to $379,000). The
Valuers have determined an adopted rate based on comparable transactions adjusted for the specific characteristics of the
viticulture planted land. Adopted values increase as the adopted rate per hectare increases. The valuation includes inputs
which are adjusted for the size, location and varietal mix held by the Group. Based on these valuation techniques these fair
values are included in Level 3 in the fair value hierarchy (refer note 24(j)). Freehold Buildings are valued using a combination
of the income approach and optimised depreciated replacement cost method. The valuation comprises inputs for estimated
rental, adopted capitalisation rates and estimated cost to replace the assets on a like for like basis. The adopted capitalisation
rates was 7.25% (2021: range 7.5%-8.5%). As capitalisation rates decrease adopted building values increase. Based on
these valuation techniques these fair values are included in Level 3 in the fair value hierarchy (refer note 24(j)). The valuer has
considered the uncertainty in the market due to covid-19 implications when performing the property valuations.
The valuer has valued each property on a stand-alone basis as independent vineyard and winery which can be sold in
isolation to others within the portfolio. The valuation is performed on an individual asset level.
The carrying amount of land, buildings, land improvements and bearer plants had they been recognised under the historic cost
model would have been $23,713,000, $14,050,000, $5,824,000 and $14,393,000 respectively (2021: $20,447,000,
$14,198,000, $2,895,000 and $9,379,000). Land Improvements comprise of vineyard structures and irrigation and
excludes bearer plants (grape vines) which are disclosed separately.
The capital work in progress, which includes the building under construction at Te Kairanga and the Mt Difficulty Cellar door/
Restaurant redevelopment, is included at cost until completed.
21. BIOLOGICAL ASSET PRODUCE
Biological assets consist of grape vines (bearer plants). Bearer plants are classified as Property, Plant and Equipment and are
included in note 20. The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards
are located in Marlborough, Martinborough and Central Otago, New Zealand. Grapes are harvested between March and
May each year. At 30 June 2022 the Group held approximately 227 hectares of land owned or leased by the Company
in Marlborough (2021: 234), 190 hectares of land owned or leased by the Group in Martinborough (2021: 190) and 225
hectares of land owned or leased by the Group in Central Otago (2021: 172). 180 hectares are currently in commercial
production in Marlborough (2021: 185), 126 hectares in Martinborough (2021: 137) and 181 hectares in Central Otago
(2021: 148).
During the year ended 30 June 2022 the Company harvested 4,978 tonnes of grapes (2021: 3,328). The grapes harvested
are recognised at fair value at the point of harvest after taking into consideration various market factors, as well as reviewing
the district average pricing report for grapes of similar quality and variety. Any adjustment to bring the cost of sale to fair value
is recognised in inventory and the revaluation gains and losses section of the Income Statement. The fair value adjustment
for the 2022 harvest was an unrealised gain of $2,400,000 (2021: unrealised loss $(1,709,000). Refer to note 19 for
recognition of the biological transformation between the time of harvest and balance date.
50
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
21. BIOLOGICAL ASSET PRODUCE (CONTINUED)
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the Company consists of
the management of vineyards to produce grapes for use in the production of wine. The primary financial risk associated with
this activity occurs due to the length of time between expending cash on the purchase or planting and maintenance of grape
vines and on harvesting grapes, and ultimately receiving cash from the sale of wine to third parties. The Company’s strategy
to manage this financial risk is to actively review and manage its working capital requirements. The quality and quantity of
the grape harvest is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts. The
Group manages this risk by diversifying its vineyards across the Marlborough, Martinborough and Central Otago regions
and through the use of windmills and helicopters for normal frost protection purposes.
GroupGroup
20222021
$’000$’000
22. INTANGIBLE ASSETS
TRADEMARKS
At start of period, net of impairment151151
Additions during the year 3-
At 30 June, net of impairment154151
Cost (gross carrying value)154151
Accumulated impairment losses --
Net carrying amount154151
Trademarks pertain to the registration of trademarks in local and overseas jurisdictions for the Company’s brands. Trademarks
are carried at cost, less any accumulated impairment losses. Trademarks have been assessed as having an indefinite life since
the Company has the rights to the brand while it is registered and has no intention of relinquishing those rights. The recoverable
amount is estimated annually and an impairment loss recognised to the extent that the recoverable amount is lower than the
carrying amount.
GOODWILL
At start of period, net of impairment16 , 30316 , 303
Additions during the year--
At 30 June, net of impairment16 , 30316 , 303
Cost (gross carrying value)16 , 30316 , 303
Accumulated impairment losses--
Net carrying amount16 , 30316 , 303
51
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
22. INTANGIBLE ASSETS (CONTINUED)
After initial recognition, goodwill acquired is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment. Goodwill
relates to the acquisition of the Vavasour Wines’ business assets on 1 September 2003, Goldwater Wines’ business assets on
1 April 2006, Clifford Bay’s business assets on 1 March 2007, the reverse acquisition of The New Zealand Wine Company
Ltd (Grove Mill) on 4 September 2012, the acquisition of Martinborough Vineyards on 30 June 2014 and the acquisition of
Mt Difficulty Wines’ business and assets on 3 January 2019. The value of Goodwill at balance date includes the deferred tax
liability on acquired indefinite life intangibles (brands) of $5,150,000 (2021: $5,150,000).
BRANDS AND INTELLECTUAL PROPERTY
At start of period, net of impairment18,66818,668
Additions - current year additions --
At 30 June, net of impairment18,66818,668
Cost (gross carrying value)18,66818,668
Accumulated impairment losses--
Net carrying amount18,66818,668
Brands are regarded as having indefinite useful lives as there are no legal restrictions on the use of the brands or technological
barriers to their ongoing usefulness. Brands are not amortised but are subject to impairment testing on an annual basis or
whenever there is an indication of impairment. The Brands included are Vavasour, Goldwater, Dashwood, Clifford Bay,
Martinborough Vineyard and Lighthouse Gin.
TOTAL INTANGIBLE ASSETS35,12535,122
(A) IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLES WITH INDEFINITE USEFUL
LIVES
The Group has determined that in the current year the value of the goodwill and intangible assets was supported by value-in use
calculations performed for the cash generating unit, being the whole business. The recoverable amount of the cash generating
unit was determined based on pre-tax cash flow projections based on the current results of the Group and the following key
assumptions: Earnings Before Interest and Tax estimated growth rate: 3% pa (2021: 3%); Terminal value of 2.8% (2021: 2.6%); a
period of projection of five years and a pre-tax discount rate 10% pa (2021: 9.58% pa). The discount rate used is consistent with
companies operating in the same industry. No reasonable possible change in assumptions would lead to an impairment. The
recoverable amount determined did not indicate any impairment and no adjustment was deemed to be required.
52
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
23. CASH FLOW INFORMATION
(A) RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOW FROM OPERATING
ACTIVITIES
GroupGroup
20222021
$’000$’000
PROFIT AFTER INCOME TAX FOR THE YEAR6 ,1963,866
NON-CASH ITEMS:
Depreciation4,5784 , 761
Amortisation1,0561,022
Increase/(Decrease) in deferred tax593(970)
Impairment loss/(gain) recognised on inventories5(1)
Adjustments resulting from revaluation of grapes(2,905)2,709
Loss on disposal of property, plant and equipment1,092272
Loss on asset revaluations8114
Grower advance adjustments6872
Movement in derivative financial instruments (Other financial assets/liabilities)91032
5,4058 , 011
MOVEMENTS IN WORKING CAPITAL BALANCES:
Trade and other receivables216(2,324)
Inventories(3,423)712
Biological work in progress(544)107
Prepaid expenses and other current assets(215)(128)
Trade and other payables(116 )(2, 314)
Current tax assets/liabilities50( 74 6 )
(4,033)(4,693)
NET CASH FLOW FROM OPERATING ACTIVITIES7, 5 6 87,18 4

(B) NET LOANS AND BORROWINGS RECONCILIATION
Total Loans and borrowings (refer note 13)42,03336,630
Loans advanced during the year32,00016,000
Loans repaid during the year(26,597)(18,223)
Net movement in net debt – all cash flows5,403(2,223)

53
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
23. CASH FLOW INFORMATION (CONTINUED)
(C) NET LEASE LIABILITY RECONCILIATION
GroupGroup
20222021
$’000$’000
Total Lease liabilities repayable (refer note 14.2)13,88412,10 9
Leases recognised due to lease remeasurement and additions – non-cash2,728191
Lease liabilities repaid during the year - cash outflows(953)(9 21)
Lease liabilities – net movement1,775(730)
24. FINANCIAL INSTRUMENTS
(A) CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists
of debt, which includes loans and borrowings disclosed in note 13, cash and cash equivalents and equity, comprising issued
capital, reserves and retained earnings as disclosed in notes 9, 10 and 11 respectively. The Group’s Board of Directors
reviews the capital structure on a semi-annual basis. As part of the review the Board considers the cost of capital and the
risks associated with each class of capital as well as the requirement by the Group’s bank, Bank of New Zealand, to maintain
adjusted tangible equity percentage at a level of at least 50% of adjusted total tangible assets. The Board will balance the
Group’s overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the
redemption of existing debt. The Group’s overall strategy remains unchanged from the prior year.
(B) SIGNIFICANT ACCOUNTING POLICIES
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial
liability and equity instrument are disclosed in note 2 to the financial statements..
(C) FINANCIAL RISK MANAGEMENT OBJECTIVES
The Group is exposed to financial risks relating to the operations of the Group. These risks include agricultural risk, market
risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The agricultural activity of the Group consists of the management of vineyards to produce grapes for use in the production of
wine. The primary financial risk associated with this activity occurs due to the length of time between expending cash on the
purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving cash from the sale
of wine to third parties. The Group’s strategy to manage this financial risk is to actively review and manage its working capital
requirements. In addition, the Group maintains credit facilities at a level sufficient to fund the Group’s working capital during
the period between cash expenditure and cash inflow. At balance date, the Group had unused credit facilities in the form of
undrawn bank overdrafts and loan facilities of $13.3 million (2021: $14 million).
The Group seeks to minimise the effects of these risks, by obtaining independent advice and using derivative financial
instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by
the Board of Directors, which provide written principles on the use of financial derivatives.
Compliance with policies and exposure limits is reviewed by the Board of Directors on a periodic basis. The Group does not
enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
54
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
24. FINANCIAL INSTRUMENTS (CONTINUED)
(D) MARKET RISK
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 24(e))
and interest rates (refer note 24(f)). The Group enters into a variety of derivative financial instruments to manage its exposure
to interest rate and foreign currency risk, including:
(i) forward foreign exchange contracts and foreign currency option contracts to hedge the exchange rate risk arising on the
export of wine principally to the United States, United Kingdom, Europe and Australia; and
(ii) interest rate swaps to mitigate the risk of rising interest rates.
There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.
(E) FOREIGN CURRENCY RISK MANAGEMENT
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed within approved parameters utilising forward foreign exchange contracts and
foreign exchange option contracts.
Foreign currency denominated assets and liabilities at balance date are:
GroupGroup
20222021
$’000$’000
Cash and cash equivalents220199
Trade and other receivables6 , 3127,15 6
Trade and other payables(70)(524)
Net exposure at balance date6,4626 , 831
SENSITIVITY ANALYSIS
The Group is mainly exposed to US dollars (USD), Great British pounds (GBP), Australian dollars (AUD) and Euro (EUR). If
there was a 10% upward movement in the New Zealand dollar against the relevant currencies the profit before tax and equity
would decrease by $111,000, $181,000, $221,000 and $76,000 respectively for the Group (2021: $235,000, $170,000,
$175,000 and $41,000). If there was a 10% downward movement in the New Zealand dollar against the relevant currencies
the profit before tax and equity would increase by $135,000, $221,000, $270,000 and $92,000 respectively for the
Group (2021: $287,000, $208,000, $213,000 and $51,000). The 10% sensitivity rate used represents management’s
assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding
foreign currency denominated monetary items and adjusts their translation at the year end for the listed percentage change
in foreign currency rates.
55
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
24. FINANCIAL INSTRUMENTS (CONTINUED)
(E) FOREIGN CURRENCY RISK MANAGEMENT (CONTINUED)
FORWARD FOREIGN EXCHANGE CONTRACTS AND OPTION CONTRACTS
It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and
receipts up to 100% of the exposure generated. The Group also enters into forward foreign exchange contracts and option
contracts including collars to manage the risk associated with anticipated sales and purchase transactions out to 60 months
within 25-100% of the exposure generated, subject to certain criteria being met. Forward foreign exchange contracts and
option contracts are measured at fair value through profit or loss. The fair value of forward foreign exchange contracts and
option contracts is based on market values of equivalent instruments at the reporting date.
The aggregate notional principal of forward foreign exchange contracts outstanding for the Group as at balance date was
$22,470,000 (2021: $17,085,000). The aggregate notional principal of foreign exchange option contracts outstanding at
balance date was a net of $Nil (2021: $Nil).
(F) INTEREST RATE RISK MANAGEMENT
The Company and the Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. The risk
is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, by use of interest
rate swap contracts. Hedging activities are evaluated regularly with the assistance of independent advice to align with interest
rate views and defined risk appetite; ensuring optimal hedging strategies are applied or protecting interest expense through
different interest rate cycles. The Company and the Group’s exposure to interest rates on financial assets and financial
liabilities are detailed in the liquidity risk management section of this note or in note 13 and note 15.
SENSITIVITY ANALYSIS
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-
derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year
and held constant throughout the reporting period. A 100 basis point (1%) increase or decrease is used and represents
management’s assessment of the reasonably possible change in interest rates.
At balance date, if interest rates had been 1% lower or higher and all other variables were held constant, the Company and
Group’s net profit and equity would increase/decrease by approximately $373,000 (2021: $375,000) respectively. This is
mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.
The Company and Group’s sensitivity to interest rates has increased during the current year mainly due to the increase in
floating interest rate exposure.
INTEREST RATE SWAP CONTRACTS
Under interest rate swap contracts, the Group agrees to exchange the difference between the fixed and floating rate interest
amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing
interest rates on debt held. The fair value of interest rate swaps are based on market values of equivalent instruments at the
reporting date as disclosed below.
There were no interest rate swaps outstanding at balance date in the current or prior year. The interest rate applicable to the
interest rate swap contract during the year was Nil% pa (2021: Nil% pa).
Interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are used to reduce the
Group’s cash flow exposure resulting from variable interest rates on borrowings. These are measured at fair value through
profit or loss. The interest rate swaps and the interest payments on the loan occur simultaneously on a monthly basis. The
floating rate on the interest rate swaps is the 1 month BKBM rate. The Group will settle the difference between the fixed and
floating interest rate on a net basis.
56
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
24. FINANCIAL INSTRUMENTS (CONTINUED)
(G) CREDIT RISK MANAGEMENT
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means of mitigating the risk of
financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and
the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by
counterparty limits that are approved by the Board of Directors and are monitored on a regular basis. The Group does not
require collateral in respect of trade and other receivables.
A default on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall
due. Probability of default constitutes a key input in measuring expected credit loss (ECL). Probability of default is an estimate
of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and
expectations of future conditions.
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing
credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, trade credit
insurance is purchased.
Other receivables primarily relate to grower advances. The Group has adopted a policy of only dealing with credit worthy
counterparties as a means of mitigating the risk of financial loss from defaults. The counterparty in this case for grower
advances is credit worthy and has no history of defaulting in past.
The Group does not have any significant concentrations of net credit risk. The Company does not expect the non-performance
of any obligations at balance date. The credit risk on liquid funds and derivative financial instruments is limited because the
counterparties are banks with high credit-ratings assigned by international agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the
Group’s maximum exposure to credit risk.
(H) LIQUIDITY RISK MANAGEMENT
Liquidity risk represents the Group’s ability to meet its contractual obligations. Ultimate responsibility for liquidity risk
management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the
management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. At balance
date, the Group had unused credit facilities in the form of undrawn bank overdrafts and loan facilities of $13.3 million (2021:
$14 million) to further reduce liquidity risk.
LIQUIDITY TABLES
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
Group can be required to pay. Refer to note 13 for the weighted average effective interest rate.
57
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
24. FINANCIAL INSTRUMENTS (CONTINUED)
(H) LIQUIDITY RISK MANAGEMENT (CONTINUED)
Less thanGroupOver
1 year1-2 years2-5 years5 years
$’000$’000$’000$’000
Group 2022
Trade and other payables4,356---
Loans and borrowings4,82214 , 71528,547-
Convertible notes11 , 6 0 9---
Lease liabilities1,3711,2903,84212,829
22,15816 ,0 0532,38912,829
Group 2021
Trade and other payables4,472---
Loans and borrowings1,84 42,68834,842-
Convertible notes11 , 6 0 9---
Lease liabilities1,2021,1383 ,17311 , 4 5 6
19,1273,82638 ,01511 , 4 5 6
The following table details the Group’s liquidity analysis for its derivative financial instruments. The table has been drawn
up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis and the
undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or
receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by
the yield curves existing at the reporting date.
Less thanGroupOver
6 months6-12 months1-2 years2 years
$’000$’000$’000$’000
Group 2022
Forward exchange contracts – cash inflows6,7536 , 74 38,975-
Forward exchange contracts – cash outflows( 7, 0 7 7 )( 7, 0 2 8 )(9, 20 8)-
(324)(285)(233)-
Group 2021
Forward exchange contracts – cash inflows8,5894,6073,889-
Forward exchange contracts – cash outflows(8,569)(4,563)(3,883)-
20446-
58
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
24. FINANCIAL INSTRUMENTS (CONTINUED)
(I) FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values of financial assets and liabilities are determined as follows:
• the fair value of financial assets and liabilities with standard terms and conditions and traded on active markets are
determined with reference to the quoted market prices; and
• the fair value of derivative instruments are calculated based on discounted cash flows using market inputs.
The Directors consider that the carrying value of all financial instrument assets and liabilities in the financial statements
approximate their fair value.
(J) FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL
POSITION
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair
value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability
that are not based on observable market data (unobservable inputs).
GroupGroup
20222021
$’000$’000
Financial assets FVTPL
Other financial assets (derivative financial assets) – Current-64
Other financial assets (derivative financial assets) – Non-Current-6
Total financial assets-70
Financial liabilities FVTPL
Other financial liabilities (derivative financial liabilities) – Current (608)-
Other financial liabilities (derivative financial liabilities) – Non-Current(232)-
Total financial liabilities(840)-
All financial assets and liabilities of the Group that are measured at fair value subsequent to initial recognition are included
in Level 2 as the fair value of these instruments are not quoted on an active market and is determined by using valuation
techniques. These valuation techniques rely on observable market data. There were no transfers between Level 1 and 2
during the year.
(K) CHANGE IN FAIR VALUE OF FINANCIAL ASSETS/LIABILITIES
Foreign currency forward contracts(910)(32)
(910)(32)
59
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
25. DIRECTORS AND KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel are the Directors of the Company and the executives with the greatest authority for the strategic
direction of the Company. The compensation of the Directors and the key management personnel is set out below:
Short-term employee benefits1, 8172 ,119
26. RELATED PARTY DISCLOSURES
(A) INVESTMENT IN SUBSIDIARIES
The Parent entity in the consolidated entity is Foley Wines Limited. The Parent entity of Foley Wines Limited is Foley Holdings
New Zealand Limited who own 52.80% (2021: 52.80%) of the shares in Foley Wines Limited. The ultimate parent is Foley
Family Wines Holdings, Inc., who own 80.47% of Foley Holdings New Zealand Limited and as such owns 42.49% (2021:
42.49%) of the Company.
The consolidated financial statements include the financial statements of Foley Wines Limited (FWL) and the following
subsidiaries:
CountryOwnershipOwnership
of Incorp-Interest %Interest %
Name of EntityPrincipal ActivityParent Companyoration20222021
Vavasour Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Goldwater Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Clifford Bay Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Te Kairanga Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Grove Mill Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Sanctuary Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
The New Zealand Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Martinborough Vineyard Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
Mt Difficulty Wines Ltd Non-operatingFoley Wines LtdNZ10 0%10 0%
Burnt Spur LtdNon-operatingFoley Wines LtdNZ10 0%10 0%
FWines UK LtdNon-operatingFoley Wines LtdUK10 0%10 0%
60
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
26. RELATED PARTY DISCLOSURES (CONTINUED)
(B) TRANSACTIONS WITH RELATED PARTIES – DIRECTORS AND KEY MANAGEMENT
PERSONNEL
GroupGroup
20222021
$’000$’000
Certain Directors and key management personnel have interests in contracts with the
Group as follows. All transactions were at normal commercial rates.
AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)105203
AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, electricity
and administration)6288
(C) TRANSACTIONS WITH OTHER RELATED PARTIES
Material transactions with related parties during the period are set out below:
(i) Sales were made to Foley Family Wines, Inc., a 100% owned subsidiary of Foley Family Wines Holdings, Inc., the
ultimate parent of Foley Wines Limited. Sales for the year were $7,868,000 (2021: $8,334,000). All transactions
were at normal commercial rates.
(ii) Marketing support services were provided by Foley Family Wines Inc., a 100% owned subsidiary of Foley Family
Wines Holdings, Inc., the ultimate parent of Foley Wines Limited. Marketing support charges for the year were $Nil
(2021: $104,000).
(iii) Interest was paid/payable to Foley Holdings New Zealand Limited the parent of the Foley Wines Limited under the
convertible note (note 15). Interest paid/payable for the year was $709,000 (2021: $709,000).
(iv) Sales were made to Wharekauhau Country Estate Limited, a luxury lodge 74.6% owned by Bill Foley, the majority
shareholder of the ultimate parent. Sales for the year totalled $31,000 (2021: $72,000). Accommodation, meals,
events, contract labour and vouchers for Foley Rewards provided by Wharekauhau to the Company during the year
totalled $52,000 (2021: $29,000). All transactions were at normal commercial rates.
(v) Lighthouse Gin product was purchased for global distribution from Lighthouse Distillery Limited, a company owned
by Mark Turnbull, CEO and Director of Foley Wines Limited. Purchases during the period totalled $105,000 (2021:
$203,000). Administration services, rental, electricity and contract distilling services were provided to Lighthouse
Distillery Limited during the period of $62,000 (2021: $88,000). All transactions were at normal commercial rates.
61
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
26. RELATED PARTY DISCLOSURES (CONTINUED)
(C) TRANSACTIONS WITH OTHER RELATED PARTIES (CONTINUED)
GroupGroup
20222021
$’000$’000
Amounts owing to related parties as at balance date:
Foley Holdings New Zealand Limited – convertible note10,90 010,90 0
Lighthouse Distillery Limited-3
Wharekauhau Country Estate Limited1-
Amounts owing from related parties as at balance date:
Foley Family Wines, Inc.1,1762,588
Wharekauhau Country Estate Limited21
Lighthouse Distillery Limited185
27. SEGMENT INFORMATION
The Group operates in the wine industry and is considered to operate in one segment. Financial information available to
management including the chief operating decision maker is principally based on the information provided in these financial
statements. There are therefore no additional disclosures included in these financial statements.
Included in sales revenue are revenues of approximately $15,833,000 (2021: $18,305,000), $7,868,000 (2021:
$8,334,000) and $6,275,000 (2021: $5,869,000) which arose from sales to the Group’s largest customers. No other
single customers contributed 10% or more to the Group’s revenue in either 2022 or 2021. The second largest customer is a
related party – refer note 26.
The Group derived sales revenue from New Zealand customers of $24,349,000 and overseas customers of $33,343,000
(2021: NZ $26,385,000; Overseas $31,567,000).
28. COMMITMENTS
In the ordinary course of business the Group has Grower Agreements which would require it to purchase grapes during
harvest which occurs between March and May each year throughout the period of the Agreement.
At balance date the Group had capital commitments of $3,583,000 for the Te Kairanga Development and $18,000 for
a CARL copper pot still (2021: Te Kairanga Development $7,500,000 and CARL copper pot still $130,000). The Group
has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/Restaurant
redevelopment.
62
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2022
29. CONTINGENT LIABILITIES
There were no contingent liabilities at balance date (2021: Nil).
30. SUBSEQUENT EVENTS
On 29 July 2022 the interest rate on the three BNZ Term Loans were reviewed. The new interest rates on these loans for the
period from 29 July 2022 to 30/31 August 2022 was 4.59-4.79% pa.
On 10 August 2022 the Company entered into a new lease of a developed vineyard in Marlborough that commenced on
1 August 2022. This resulted in an increase in lease right-of-use assets and lease liabilities following the lease recognition of
$1,175,000 on 1 August 2022.
On 25 August 2022 the Board approved a final dividend of 4 cents per share, fully imputed, for payment on 21 October
2022.
At the date of this report the States of local emergency remain in place for the Nelson-Tasman and Marlborough regions
following the recent severe weather and flooding. The main highways between Blenheim and Nelson remain closed. Port
Nelson is the main Port used by the Company for the shipping of containers for export orders. The Company has put in place
alternative measures for the current orders utilising the Wellington and Lyttleton Christchurch Ports and will continue to use
these alternatives until the road reopens.
No other material events have occurred since balance date.
31. NET TANGIBLE ASSETS PER SHARE
GroupGroup
20222021
$’000$’000
Net tangible assets per share1.651. 48
The calculation of net tangible per share in respect of 2022 is based on net tangible assets of $108,608,000, being Net assets
$143,733,000 less intangible assets $35,125,000 (2021: $97,238,000, being Net assets $132,360,000 less intangible
assets $35,122,000) and the 65,736,148 ordinary shares on issue at balance date (2021: 65,736,148).
32. FOREIGN CURRENCY EXCHANGE RATES
The following spot foreign exchange rates have been applied
at balance date:30 June 202230 June 2021
NZ $1.00 =FWL BuyFWL SellFWL BuyFWL Sell
Australian dollar0.90040.9 0760.92680.9342
United States dollar0.61910 . 62410.69640.7020
Great British pound0. 51080. 51490.50280.5068
Euro0.59300.59780.58520.5899
63
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Independent
Auditor’s Report
64
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the financial statements of Foley Wines Limited and its subsidiaries (the
‘Group’), which comprise the statement of financial position as at 30 June 2022, and the
income statement, statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying financial statements, on pages 17 to 63, present fairly, in all
material respects, the financial position of the Group as at 30 June 2022, and its financial
performance and cash flows for the year then ended in accordance with New Zealand
Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and International
Financial Reporting Standards (‘IFRS’).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board
and the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards), and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with or interests in the
Company or any of its subsidiaries, except that partners and employees of our firm deal with
the Company and its subsidiaries on normal terms within the ordinary course of trading
activities of the business of the Company and its subsidiaries.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.



68

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited (the
‘Company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement
of financial position as at 30 June 2021, and the consolidated income statement,
statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 20 to 66,
present fairly, in all material respects, the consolidated financial position of the Group as
at 30 June 2021, and its consolidated financial performance and cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International
Independence Standards), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with or interests in the
Company or any of its subsidiaries, except that partners and employees of our firm deal
with the Company on normal terms within the ordinary course of trading activities of the
business of the Company.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.




68

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited (the
‘Company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement
of financial position as at 30 June 2021, and the consolidated income statement,
statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 20 to 66,
present fairly, in all material respects, the consolidated financial position of the Group as
at 30 June 2021, and its consolidated financial performance and cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International
Independence Standards), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with or interests in the
Company or any of its subsidiaries, except that partners and employees of our firm deal
with the Company on normal terms within the ordinary course of trading activities of the
business of the Company.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.


65

Key audit matter How our audit addressed the key audit matter
Valuation of land, buildings, land improvements and bearer
plants
As disclosed in Note 20 of the financial statements, the Group
has recorded the following assets at fair value:

Freehold land $42.6 million
Freehold buildings $22.0 million
Land improvements $8.3million
Bearer plants $24.4 million
$97.3 million

Independent valuers determined the fair values at balance
date. The valuations of freehold land, land improvements and
bearer plants are prepared using a "comparative sales" basis
and include an assumption over the comparability of certain
key inputs, such as location, size of parcel of land, soil quality,
vine varietal and growing conditions at each of the wineries
and vineyards.

The valuation of freehold buildings are prepared using either a
combination of income or replacement cost methods and
include assumptions for estimated rental, capitalisation rates
and estimated replacement costs.

The valuers have determined a value for each property as a
whole taking into account the valuation methods above and
current market conditions to arrive at a range of valuation
outcomes, from which they derive a fair value estimate.

The valuation of these assets is a key audit matter due to the
subjective judgements and assumptions in the valuations,
including those that relate to the flow on impacts of Covid-19.

We have evaluated the appropriateness of the valuation in
respect of the land, buildings, land improvements and bearer
plants by performing the following:
• Assessing the independence, objectivity and competence of
each valuer;
• Holding discussions with the valuers to understand the
procedures and processes they performed in undertaking
the valuations and the methodology they used. We
discussed the following with each valuer:
‒ Valuation methodology used for each asset type and
comparative sales transactions used given the
current market conditions;
‒ How those current market conditions were reflected
in the valuations;
‒ How they obtained knowledge of the characteristics
of each vineyard, for example by site inspection to
confirm soil type, location and grape varietal; and
‒ How they have determined the key inputs for each
asset type;
• Involving our internal valuation expert to consider and
challenge the reasonableness of the assumptions and
valuation methodology applied;
• Challenging a sample of key inputs used in the valuations
against available market information;
• Reviewing the valuations for any limitations of scope, as a
result of Covid-19, that would impact the reliability of the
valuations; and
• Evaluating the related disclosures and the risks attached to
them which are included in Note 20 to the financial
statements.




68

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited (the
‘Company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement
of financial position as at 30 June 2021, and the consolidated income statement,
statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 20 to 66,
present fairly, in all material respects, the consolidated financial position of the Group as
at 30 June 2021, and its consolidated financial performance and cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International
Independence Standards), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with or interests in the
Company or any of its subsidiaries, except that partners and employees of our firm deal
with the Company on normal terms within the ordinary course of trading activities of the
business of the Company.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.


66

Key audit matter How our audit addressed the key audit matter
Impairment testing of intangible assets with indefinite useful
life and goodwill
As disclosed in Note 22, the Group has $35.1 million of
intangible assets with indefinite useful lives at 30 June 2022, of
which $16.3 million relates to goodwill.
The Group has assessed the value of the goodwill and
intangible assets by determining the recoverable amount of
the Group’s cash generating unit, being the whole business,
through value in use calculations. The value in use is
determined using discounted cashflow analysis involving key
inputs such as forecast earnings before interest and tax over a
five-year period (based on the budget for the next financial
year and with an estimated growth rate applied thereafter),
capital expenditure during this period, a terminal value growth
rate and the pre-tax discount rate (‘discount rate’).
The impairment testing of intangible assets is a key audit
matter due to the estimates and judgement involved in
determining the recoverable amount of the cash generating
unit including the appropriateness of the level of cash
generating unit at which the intangible assets are tested for
impairment.


We have evaluated the appropriateness of the identification of
the cash generating unit and the Group’s value in use calculations
by performing the following:
• Challenging the appropriateness of the identification of the
cash-generating unit by considering if the CGU is the
lowest level at which there are independent cash flows;
• Testing the value in use calculations for arithmetic
accuracy;
• Comparing forecast performance with the approved
financial year budget;
• Challenging management’s assumptions used in the
forecasted financial performance based on our knowledge
of the Group’s operations, the past performance and
market conditions;
• Assessing the historical accuracy of the Group’s previous
forecasts by comparing prior period budgets to actual
performance;
• Involving our internal valuation specialists in assessing the
reasonableness of the discount rate, growth rate and
terminal value growth rate used;
• Performing sensitivity analysis on the earnings growth rate,
terminal growth rate, discount and capital expenditure to
determine the extent to which any changes in these inputs
would result in impairment in the goodwill and indefinite
life intangible assets;
• Reviewing the calculation of the carrying amount of the
cash generating unit; and
• Evaluating the appropriateness of the related disclosures.

Other information

The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the financial
statements and the audit report.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially
inconsistent with the financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If so, we are required to report that fact. We
have nothing to report in this regard.
Directors’ responsibilities for the
financial statements
The directors are responsible on behalf of the
Group for the preparation and fair presentation
of the financial statements in accordance with NZ IFRS and IFRS, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but
to do so.



68

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited (the
‘Company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement
of financial position as at 30 June 2021, and the consolidated income statement,
statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 20 to 66,
present fairly, in all material respects, the consolidated financial position of the Group as
at 30 June 2021, and its consolidated financial performance and cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International
Independence Standards), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with or interests in the
Company or any of its subsidiaries, except that partners and employees of our firm deal
with the Company on normal terms within the ordinary course of trading activities of the
business of the Company.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.




Key audit matter How our audit addressed the key audit matter
Valuation of land, buildings, land improvements and bearer
plants
As disclosed in Note 20 of the financial statements, the Group
has recorded the following assets at fair value:

Freehold land $42.6 million
Freehold buildings $22.0 million
Land improvements $8.3million
Bearer plants $24.4 million
$97.3 million

Independent valuers determined the fair values at balance
date. The valuations of freehold land, land improvements and
bearer plants are prepared using a "comparative sales" basis
and include an assumption over the comparability of certain
key inputs, such as location, size of parcel of land, soil quality,
vine varietal and growing conditions at each of the wineries
and vineyards.

The valuation of freehold buildings are prepared using either a
combination of income or replacement cost methods and
include assumptions for estimated rental, capitalisation rates
and estimated replacement costs.

The valuers have determined a value for each property as a
whole taking into account the valuation methods above and
current market conditions to arrive at a range of valuation
outcomes, from which they derive a fair value estimate.

The valuation of these assets is a key audit matter due to the
subjective judgements and assumptions in the valuations,
including those that relate to the flow on impacts of Covid-19.

We have evaluated the appropriateness of the valuation in
respect of the land, buildings, land improvements and bearer
plants by performing the following:
• Assessing the independence, objectivity and competence of
each valuer;
• Holding discussions with the valuers to understand the
procedures and processes they performed in undertaking
the valuations and the methodology they used. We
discussed the following with each valuer:
‒ Valuation methodology used for each asset type and
comparative sales transactions used given the
current market conditions;
‒ How those current market conditions were reflected
in the valuations;
‒ How they obtained knowledge of the characteristics
of each vineyard, for example by site inspection to
confirm soil type, location and grape varietal; and
‒ How they have determined the key inputs for each
asset type;
• Involving our internal valuation expert to consider and
challenge the reasonableness of the assumptions and
valuation methodology applied;
• Challenging a sample of key inputs used in the valuations
against available market information;
• Reviewing the valuations for any limitations of scope, as a
result of Covid-19, that would impact the reliability of the
valuations; and
• Evaluating the related disclosures and the risks attached to
them which are included in Note 20 to the financial
statements.


67

Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individ
ually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of the financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1
This description forms part of our auditor’s report.
Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
Company’s shareholders as a body, for our audit work, for this report, or for the opinions we
have formed.







Silvio Bruinsma, Partner
for Deloitte Limited
Auckland, New Zealand
25 August 2022


This audit report relates to the financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30 June 2022 included on the
Company’s website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to
report on the integrity of the Company’s website. We accept no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website. The audit report refers only to the financial statements named above. It does not
provide an opinion on any other information which may have been hyperlinked to/from these financial statements. If readers of this report are
concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy of the audited
financial statements and related audit report dated 25 August 2022 to confirm the information included in the audited financial statements
presented on this website.




68

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited (the
‘Company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement
of financial position as at 30 June 2021, and the consolidated income statement,
statement of comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 20 to 66,
present fairly, in all material respects, the consolidated financial position of the Group as
at 30 June 2021, and its consolidated financial performance and cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International
Independence Standards), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor, we have no relationship with or interests in the
Company or any of its subsidiaries, except that partners and employees of our firm deal
with the Company on normal terms within the ordinary course of trading activities of the
business of the Company.
Key audit matters Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.


68

Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individ
ually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of the financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1
This description forms part of our auditor’s report.
Restriction on use

This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
Company’s shareholders as a body, for our audit work, for this report, or for the opinions we
have formed.







Silvio Bruinsma, Partner
for Deloitte Limited
Auckland, New Zealand
25 August 2022


This audit report relates to the financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30 June 2022 included on the
Company’s website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to
report on the integrity of the Company’s website. We accept no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website. The audit report refers only to the financial statements named above. It does not
provide an opinion on any other information which may have been hyperlinked to/from these financial statements. If readers of this report are
concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy of the audited
financial statements and related audit report dated 25 August 2022 to confirm the information included in the audited financial statements
presented on this website.


Corporate Governance
Statement
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
Corporate Governance
Statement
This statement is designed to provide an overview for Shareholders to reflect the main governance policies and practices
adopted or followed during the financial year ended 30 June 2022 and has been approved by the Board. For further
information refer to the Company’s website (www.foleywines.co.nz).
The Board is committed to high standards of best practice corporate governance and ethical conduct as being integral to
overall business integrity and to delivery of long-term shareholder value.
Foley Wines Limited’s (FWL) shares are listed on the NZX Main Board. In this statement we disclose the extent to which
the Board believes that the Group’s policies and practices have complied with the NZX Corporate Governance Code
2020 (NZX Code), or where applicable, an explanation as to why a recommendation was not followed and any alternative
practice followed in lieu of the recommendation.
NZX CODE
PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
CODE OF ETHICS
The Board maintains a Code of Ethics Policy Statement, reviewed at least bi-annually, to underpin FWL’s vision and
values and expected standards of conduct for Directors and employees.
The Group expects its Directors and employees to act in the best interests of the Company, its Shareholders and stakeholders
and maintain the highest standards of honesty, integrity and ethical conduct in day to day behaviour and decision making.
They must be objective, apply skill and professional competence, and keep information that they obtain in their role
confidential.
New Directors and employees are provided with a copy of the Code of Ethics as part of the induction process and advised
that this is also available on the Group’s website. All Directors and employees must provide acknowledgement that they
have read and understood the content. When the Code is reviewed by the Board a copy of the revised Code is circulated
to all current employees as a reminder of its content.
The Code requires Directors and employees to promptly report material breaches of the Code and sets out a procedure
for doing so.
The Code was last reviewed by the Board in August 2021.
FINANCIAL PRODUCT DEALING POLICY
The Board maintains a Financial Product Dealing Policy that explains what processes are in place to manage the legal
and reputational risks associated with director and staff share trading to provide transparency about expectations and
requirements to protect them from the risk of breaching insider trading laws. In particular:
• directors and employees may not buy or sell FWL shares in the trading “black-out” periods set out in the Policy (these
periods occur prior to the release of FWL’s financial results to the market); and
• directors and employees must obtain consent from the Board to buy or sell FWL’s shares.
Training on the Policy is included as part of the induction process for new directors and employees and a copy of the Policy
is available on the Group’s website.
The Policy was last reviewed by the Board in August 2022.

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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience
and perspectives.”
BOARD CHARTER
The Board operate under a written charter which sets out the respective roles, responsibilities, composition and structure
of the Board and senior management, and this is available on the Group’s website.
The Directors are responsible, collectively as the Board under its Chairman, for the success of FWL and are accountable
to shareholders for the Company’s overall ethical conduct, strategic development, annual performance and long-term
sustainable increase in shareholder value.
The Board exercises its powers on behalf of all Shareholders, except for those powers specifically required to be exercised
by Shareholders by law, the NZX Listing Rules or the FWL Constitution. Except for powers specifically reserved to the
Directors under the Companies Act or the Delegated Authorities Policy, the Board in turn delegates authorities to the
Chief Executive Officer (CEO), with sub-delegations to members of the Management Team, with the CEO (Executive
Director) responsible for the day-to-day management of the FWL business and delivering against the agreed strategic
plans, operating budgets and performance targets.
The Role of the Board is to provide the overall framework for governance, accountability, risk control and deliverability
of the strategic and operating plans. To do so the Board meets with management normally at approximately quarterly
intervals, and more frequently if warranted, otherwise contact shall occur via email or teleconference to ensure Directors
are fully apprised about key Company activities and issues.
The Chairman, on behalf of the Board, is the formal channel of communication to external stakeholders and to the CEO
who in turn has delegated responsibility for management and staff and for achieving agreed policies, business strategies,
operating plans and budgets. The CEO reports regularly to the Chairman on critical issues being faced by the Company,
as well as progress being made against strategic plans.
In addition to the foregoing, the Directors are responsible for preparing and providing to Shareholders the financial
statements, as prescribed in the Financial Reporting Act. These shall give a true and fair view of the financial (and
operational) state of affairs of FWL for the period, as portrayed in the Income Statement, Statement of Comprehensive
Income, Statement of Changes in Equity, Statement of Financial Position and Statement of Cash Flows. These financial
statements are unaudited for the half-year report but must be audited by the External Auditor for the full financial year
report ended 30th June.
The Board Charter is reviewed at least every two years and was last reviewed in August 2021.
DIRECTOR NOMINATION
The responsibility for identifying suitable candidates for recruitment to the Board, is undertaken by the Board, drawing
on advice from independent consultants as appropriate. Nominated candidates are assessed against a number of criteria
which include character, background, professional skills and experience, and their availability to commit to the role. The
Board also considers the Composition of the Board requirements contained in the Constitution and the NZX Listing Rules.
Under the Constitution there shall be a minimum of 3 Directors and the maximum number of Directors may be determined
from time to time by the Board, and unless so determined, is 8. The Board is therefore authorised to appoint one or
more additional Directors to fill a casual vacancy or to expand the Board for increased effectiveness or to help meet the
Company’s objectives.
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)
DIRECTOR NOMINATION (CONTINUED)
Under the NZX Main Board Listing Rules a minimum of two Directors must be ordinarily resident in New Zealand and
one third of the Directors, and a minimum of two, must be independent, as defined in the NZX Listing Rules. The NZX
Code recommends that the Board consists of a majority of Independent Directors and that Board Chairman is either
independent or that the Board Chairman and the CEO are different people.
Directors are elected by shareholders at the first annual meeting after appointment. After that, at each annual meeting,
the NZX Listing Rules and the Company’s Constitution require Directors to retire after they have served three years
since their last election. Directors who have served for more than nine years on the Board shall retire annually. Retiring
Directors are eligible for re-election.
INDEPENDENCE
During the current financial year there were four Non-Executive Directors, three of which were independent, and one
Executive Director. Details of all Directors as at the date of this report, including their qualifications, length of service
and experience, independence and ownership interests, are shown in Section 1 of the Statutory Information section of this
Annual Report. The Board Chairman is a different person to the CEO.
In order to ensure that any “interest” of a Director in a particular matter to be considered by the Board are known by
each Director, the Company has developed protocols, consistent with obligations imposed by the Companies Act 1993, to
require each Director to disclose any relationships, duties or interests held that may give rise to a potential conflict.
WRITTEN AGREEMENT
The Company provides a letter of appointment to each newly appointed Director setting out the terms of their appointment.
The letter includes information regarding expected time commitments, the board’s responsibilities, remuneration,
independence requirements, disclosure requirements, confidentiality obligations, indemnity and insurance provisions,
intellectual property rights and cessation of appointment.
DIVERSITY
The Board maintains a Diversity and Inclusion Policy that provides a framework to embed and support a diverse workforce
and inclusive workplace environment. The Policy sets out how FWL will set measurable objectives for achieving diversity
and inclusion, and how it will assess its progress towards achieving these objectives. The Policy also sets out the diversity
and inclusion initiatives FWL currently has in place, together with the initiatives it is currently implementing. A copy of
the Policy is available on the Group’s website.
The Diversity and Inclusion scorecard as at 30 June 2022 was:
Board and Key Management Personnel:
Gender Diversity: At 30 June 2022 the Directors were all Male (5) (2021: Male 100%) and the Key Management
Personnel were 67% Male (2) and 33% Female (1) (2021: Male 75%; Female 25%).
For all employees at 30 June 2022 based on information provided by employees:
Gender Diversity: 47% were Male and 53% were Female (2021: Male 46%; Female 54%).
Ethnic Diversity: Ethnicity they identify with: European 83%; Maori 5%; Pacific 2%; Asian 4%; and Other 6% (2021:
European 82%; Maori 6%; Pacific 3%; Asian 2%; and Other 6%).
Age Breakdown: < 20 0%; 20-29 11%; 30-39 28%; 40-49 30%; 50-59 22%; 60-69 9% (2021: < 20 0%; 20-29 16%; 30-39
29%; 40-49 33%; 50-59 13%; 60-69 9%).
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)
BOARD PERFORMANCE EVALUATION AND TRAINING
All Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election of
a Non-Executive Director to the Board. The findings of the performance review process are used to identify, assess and
enhance Director competencies and to define characteristics or skills which should be sought in future Board candidates.
The Board undertakes a performance evaluation of the Board and its members bi-annually. Directors undertake appropriate
training to remain current on how best to perform their duties as directors of the Company.
PRINCIPLE 3 – BOARD COMMITTEES
“The Board should use committees where this will enhance its effectiveness in key areas, while still
retaining board responsibility.”
To enhance the effectiveness of the Board there is an Audit and Risk Committee. Due to the size of the Board all other
matters including Remuneration matters are considered by the full Board. The Board may establish an ad hoc Committee
at any appropriate time to consider a special issue.
The committees have their own charters setting out the objectives, composition, and responsibilities of the committee.
The Board will periodically review the charters. The Board Chairman may not be the Chairman of the Audit and Risk
Committee. A quorum shall be two Committee members, including the Committee Chairman. Any Director may attend
any Committee meeting as an observer if he/she so wishes. The Committee may request the CEO, Chief Financial Officer
and/or any Management Team member to attend.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee comprises of three Directors: Grant Graham (Chairman), Anthony Anselmi and Paul
Brock, and meets formally a minimum of two times during the financial year. The Board is of the opinion that sufficient
financial expertise and knowledge of the industry in which the Company operates is possessed by the members of the
Audit and Risk Committee. Details of the qualifications of the Audit and Risk Committee members are set out in Section
1 of the Statutory section of this Annual Report. The primary objective of the Audit and Risk Committee is to assist the
Board of Directors in fulfilling its responsibilities relating to annual reporting, tax planning and compliance, and risk
management practices.
TAKEOVER POLICY
The Takeover Policy sets out the procedure to be followed if there is a takeover offer for FWL. A copy of the Policy is
available on the Group’s website. This Policy is reviewed by the Board at least bi-annually or as required due to legislation
changes. It was last reviewed in August 2021.
PRINCIPLE 4 – REPORTING & DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and
balance of corporate disclosures.”
CONTINUOUS DISCLOSURE
FWL’s Continuous Disclosure Policy sets out FWL’s arrangements to ensure material information is identified, reported,
assessed and, where required, disclosed to the market in a timely manner. The Company is committed to providing
relevant and timely information to its shareholders and to the broader market, in accordance with its obligations under the
NZX Listing Rules.
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 4 – REPORTING & DISCLOSURE (CONTINUED)
CONTINUOUS DISCLOSURE (CONTINUED)
It is the responsibility of the Board to monitor compliance with the Continuous Disclosure Policy. The Board considers at
each board meeting whether any information discussed at the meeting requires disclosure. The Policy is reviewed at least
annually and was last reviewed in August 2022. A copy of the Policy is available on the Group’s website.
CHARTERS AND POLICIES
The key corporate governance documents referred to in this Statement are available on the Group’s website.
FINANCIAL REPORTING
FWL is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the
market and shareholders which reflects a considered view on its present and future prospects.
The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,
completeness and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective.
It reviews annual and half year financial statements and makes recommendations to the Board concerning the application
of accounting policies and practices, areas of judgement, compliance with accounting standards, NZX and legal
requirements, and the results of the external audit.
NON-FINANCIAL REPORTING
The Group assesses its exposure to environmental, economic and social sustainability as part of the overall framework for
managing risk (see Principle 6 – Risk Management). The Group is committed to improving standards of environmental
performance to enable a more efficient and sustainable future. Accordingly, the Group follows longstanding practices
around management of environmental factors affecting the business, including strategies relating to water conservation,
viticulture management, sustainable wine growing practices and wetland preservation initiatives. Reporting on these
matters are included in the Director and CEO Report.
PRINCIPLE 5 – REMUNERATION
“The remuneration of directors and executives should be transparent, fair and reasonable.”
REMUNERATION – NON-EXECUTIVE DIRECTORS
Remuneration levels are set at competitive levels to attract and retain appropriately qualified and experienced Directors
taking in to account the responsibilities and time commitments provided by those Directors to the Company in discharging
their duties.
Directors’ fees are recommended to and confirmed by Shareholders’ resolution at an Annual Meeting. In accordance
with the Listing Rules the Shareholders approve the total aggregate amount of fees payable to all Directors as Directors’
fees, with the fee allocation to be determined by Directors. Currently the maximum aggregate amount of fees payable to
Directors is $240,000 per annum.
The Company’s policy is to pay all of its Directors in cash. The Directors fees paid during the year are shown in Section
3 of the Statutory Information section of this Annual Report.
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 5 – REMUNERATION (Continued)
REMUNERATION – NON-EXECUTIVE DIRECTORS (CONTINUED)
The Board reviews annually and recommends to Shareholders any increase in Directors’ fees when profit performance
warrants. The criteria for reviewing Non-Executive Director remuneration includes obtaining advice from external
consultants, where appropriate, information on Board arrangements for other corporations of similar size and complexity,
and the review of current and expected workloads of non-executive Directors. The Board will continue to review its
remuneration strategies in relation to non-executive Directors from time to time, in line with general industry practice.
REMUNERATION POLICY
The purpose of the Remuneration Policy is to outline the principles and approach to remuneration for all employees and
Directors of FWL and to ensure the principles are fair, reasonable and aligned to FWL’s strategic goals.
The Group is committed to applying fair and equitable remuneration and reward practices in the workplace, taking
into account internal and external relativity, the commercial environment, the ability to achieve the Group’s business
objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to the relevant
competitive market for talent, as well as individual performance against defined key performance objectives, are key
considerations in all remuneration-based decisions.
REMUNERATION – CEO (EXECUTIVE DIRECTOR) AND SENIOR EXECUTIVES
The total remuneration paid to the CEO/Executive Director for the year ended 30 June 2022 is disclosed in Section 3 of
the Statutory Information section of this Annual Report. The remuneration of the CEO comprises both a formal fixed
and variable performance component. Fixed remuneration includes a base salary, car allowance, car parking and a wine
allowance. CEO Mark Turnbull’s annual base salary for the year ended 30 June 2022 was $550,000 (2021: $550,000).
A formal short term incentive scheme was implemented from the year ended 30 June 2021 with a target of $275,000 based
on the achievement of predetermined operational targets (EBIT) and other performance objectives aligned with assessing
progress on executing the long-term strategy of the company. A maximum amount of $412,500 is payable for outstanding
performance. During the year the Board approved a bonus for performance and achievement of long-term strategic goals
of $400,000 (2021: $300,000). There was no long-term incentive scheme in place during the current or prior year.
PRINCIPLE 6 – RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.”
Risk management is an acknowledged important factor in corporate governance. The Board is responsible for the Group’s
risk assessment, management and internal control and considers it has carried out a robust risk assessment process. The
Board has identified a number of risks in the Company’s operations that are commonly faced by other entities in the wine
industry. The Board and management of the Company believe they have taken all reasonable steps to manage and mitigate
those risks.
In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural techniques
are in place and in practice which the Board and Management considers effectively mitigate this risk.
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 6 – RISK MANAGEMENT (Continued)
Brand reputation and brand security is an identified risk that is the subject of ongoing surveillance, and techniques and
practices are in place which the Board and Management considers effectively mitigate this risk.
Supply Chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions to
mitigate the risk of the loss of a single supplier.
Grape supply - The quality and quantity of the grape harvest is dependent on seasonal climatic factors such as frosts,
rainfall, sunshine and temperature. Harsh adverse climatic conditions could affect the quality of grapes and hence
marketable quality of and prices received for the Company’s finished wines. To mitigate this risk the Group has diversified
and is further diversifying its grape supplies and vineyards throughout various regions across New Zealand. The Group
sources grapes from owned or leased vineyards as well as from contract growers.
Resource and Water Supply and Waste Disposal Consents – the Group can only operate with approved resource consents.
These have been obtained and are maintained for all of the Group’s winery sites. The Group ensures it holds water rights
for all foreseeable demands for the wineries and its owned and leased vineyards.
Technology risk, particularly in relation to hacking or illegal access and cyber-attacks, is an identified risk that is the
subject of ongoing surveillance, and techniques and practices are in place which the Board and Management considers
effectively mitigate this risk.
The senior management team regularly complete a risk assessment affecting the business and maintain a risk matrix which
is used to monitor and mitigate these risks. A risk matrix measures the impact of the risk and likelihood of occurrence
and outlines the practices and processes in place to address the identified risk. This is provided to the Audit and Risk
Committee and Board annually. The Group maintains insurance policies that it considers adequate to meet insurable risks
taking into consideration the size and nature of the Company’s business and risk profile.
HEALTH AND SAFETY
The Board has responsibility for ensuring the Company maintains a health and safety management system that meets
best practice standards to protect the health and safety of its employees and contractors engaged by the Company. The
Board maintains a Health and Safety Policy, reviewed annually, to underpin the Company’s commitment to providing a
safe working environment for its employees and contractors. The Board receives a monthly Workplace Health and Safety
Report from the Company’s Health and Safety Manager. The Health and Safety Policy was last reviewed in August 2021.
PRINCIPLE 7 – AUDITORS
“The board should ensure the quality and independence of the external audit process.”
EXTERNAL AUDITOR
The Audit and Risk Committee makes recommendations to the Board on the appointment and removal of the external
auditor. The Audit and Risk Committee ensures that the Key Audit Partner is changed at least every five years. The current
Lead Audit Partner Silvio Bruinsma was appointed in February 2020.
The Audit and Risk Committee is responsible to ensure the External Auditor’s independence is maintained so that financial
reporting is reliable and credible. The Audit and Risk Committee monitors the nature and extent of other services provided
by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services are complementary to the
external audit and compatible with maintaining external audit independence.
The External Auditor is responsible for reviewing and making recommendations on these underlying control systems
to ensure they produce accurate and consistent reports on which Shareholders may rely and, to assist meeting this
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Corporate Governance
Statement
(continued)
For the year ended 30 June 2022
PRINCIPLE 7 – AUDITORS (CONTINUED)
EXTERNAL AUDITOR (CONTINUED)
responsibility, the External Auditor shall have full access to all board papers and minutes and all financial and related
records. The Audit and Risk Committee routinely has time with the External Auditor without management present.
It is paramount the independence of The External Auditor is maintained for Shareholders’ benefit.
The Company invites the External Auditor to attend the Annual Meeting of Shareholders and they are available to answer
shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.
INTERNAL AUDIT
The underlying internal control and accounting and operational systems determine the accuracy of the financial statements
and results presented to the Board. The Group does not have an internal audit function. Procedures have been established
at the Board and executive management levels that are designed to safeguard the assets and interests of the Company and
ensure the integrity of reporting. The Board acknowledges that it is responsible for the overall internal control framework
but recognises that no cost-effective internal control system will preclude all errors and irregularities. The Board has
undertaken a risk review and considers that the Group have a sound system of internal control which is operating effectively
in all material respects in relation to financial reporting risk.
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with
shareholders that encourage them to engage with the issuer.”
INFORMATION FOR AND COMMUNICATION WITH SHAREHOLDERS
The Group is committed to communicating regularly with Shareholders in an open and transparent way. The Board aims to
ensure that all Shareholders are provided with all information necessary to assess the Group’s direction and performance.
To facilitate this general information flow, the Company maintains a comprehensive website including an investor section
(www.foleywines.co.nz). This contains the constitution, annual and half-yearly reports and financial statements, corporate
governance policies and documents, releases to the NZX or media and any presentations to third parties. Contact details
are provided on the website to allow shareholders to contact the Company. Shareholders are actively encouraged to
received communications from FWL and its Share Registrar electronically.
SHAREHOLDER RIGHTS
In accordance with the Companies Act 1993, FWL’s Constitution, and the NZX Listing Rules, the Group refers any major
decisions which may change the nature of FWL to Shareholders for approval at a Shareholders’ meeting.
Resolutions for which requisite Notice are given are voted upon by way of a poll and on the basis of one share, one vote.
There are no priority or special voting shares.
When the Group is seeking additional equity capital it will offer further equity securities to existing shareholders of
the same class on a pro-rata basis, and on no less favourable terms, before further equity securities are offered to other
investors.
NOTICE OF ANNUAL SHAREHOLDERS MEETING
The Group posts any Notices of Shareholder Meetings on its website as soon as these are available. The general practice
is to make these available not less than four weeks prior to the Shareholders’ meeting.
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Statutory Information
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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statutory
Information
(continued)
For the year ended 30 June 2022
Statutory
Information
1. DIRECTOR PROFILES
WILLIAM P FOLEY II – CHAIRMAN
William P Foley II (Bill) was appointed to the Board in September 2012. Mr. Foley has served as the Executive Chairman
of Fidelity National Financial, Inc. (NYSE: FNF) since October 2006 and, prior to that, as Chairman of the Board of FNF
since 1984. Mr. Foley also served as Chief Executive Officer of FNF from 1984 until May 2007 and as President of FNF
from 1984 until December 1994. Mr. Foley serves as a Senior Managing Director of Trasimene Capital. Mr. Foley also
served as the Chairman of Foley Trasimene I from May 2020 until April 2021 and was previously Executive Chairman of
Foley Trasimene I from March 2020 until May 2020. Following the merger of Foley Trasimene I with Alight Solutions,
Inc. (NYSE: ALIT) in July 2021, Bill joined the Alight Board of Directors as the Chairman. Mr. Foley also served as the
Chairman of Foley Trasimene II from July 2020 and served on the board of directors of Paysafe Limited (NYSE: PSFE)
until March 1, 2022. Bill served as a Director of Austerlitz I from December 2020 until April 2021, Austerlitz II from
January 2021 until April 2021 and served as a Director of Trebia from February 2020 until April 2021. Following the
merger of Trebia with System1, Inc. (NYSE: SST) in January 2022 Bill joined the combined board. He has served on the
board of Jena Acquisition Corp and Friedland Acquisition Corp since June 2021. Mr. Foley has served as the Chairman of
Cannae Holdings (NYSE: CNNE) since July 2017. Mr. Foley also serves as the Chairman of Dun & Bradstreet (NYSE:
DNB), which is a Cannae Holdings portfolio company. Within the past five-years, Mr. Foley served as the co-Executive
Chairman of FGL Holdings from April 2016 to June 2020, and as a director of Ceridian from September 2013 to August
2019. Mr. Foley also serves on the board of directors of the Foley Family Charitable Foundation and the Folded Flag
Charitable Foundation.
Some additional positions Mr. Foley holds include Chairman of Glacier Restaurant Group, LLC, the largest restaurant
business headquartered in Montana, Chairman of the Foley Entertainment Group, which was formed in 2021 and features
a variety of properties including the NHL’s Vegas Golden Knights, the AHL’s Henderson Silver Knights, the IFL’s
Vegas Knight Hawks, The Dollar Loan Center, the Hotel Les Mars, Hotel Californian, Black Walnut Inn & Vineyard
and Whitefish Mountain Resort, Developer of the Rock Creek Cattle Company, a 30,000-acre working Montana ranch,
featuring diverse homesteads, a well-appointed lodge for recreation and dining, and an exceptional golf course designed
by Tom Doak that has been named among America’s top 100 golf courses by Golf Digest
Mr. Foley also is Chairman and CEO of Foley Family Wines Holdings, Inc., which is the holding company of numerous
vineyards and wineries located in the U.S. and in New Zealand. Mr Foley, also is the Executive Chairman and Chief
Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas
Golden Knights, a National Hockey League
Mr. Foley’s qualifications to serve on the Board include his 30 plus years as a director and executive officer of FNF, his
experience as a board member and executive officer of public and private companies in a wide variety of industries, and
his strong track record of building and maintaining shareholder value and successfully negotiating and implementing
mergers and acquisitions.
PAUL BROCK – DEPUTY CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR
Paul Brock was appointed to the Board with effect from 1 November 2018 and was appointed Deputy Chairman. Paul
Brock was the Kiwibank Group Chief Executive from 2010-2017. He was Co-Founder of the bank which was launched in
2002. As Group Chief Executive Paul led the Kiwibank Group through a period of rapid growth and diversification into
business banking, wealth management, insurance and asset finance. The bank is now a major player in the New Zealand
market with one in four New Zealanders holding an account with Kiwibank.
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Statutory
Information
(continued)
For the year ended 30 June 2022
1. DIRECTOR PROFILES (CONTINUED)
PAUL BROCK – DEPUTY CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR
(CONTINUED)
Paul has a strong background in governance, management, growth business development, brand development and
marketing. An extensive background in the financial services industry has also included senior management positions
with Westpac and Trust Bank. Paul has been Chairman of Gareth Morgan Investments Ltd and Kiwibank Investment
Management Ltd and a Director of Kiwi Insurance Ltd, New Zealand Home Loans Ltd, Kiwibank Custodial Services
Ltd, AMP Home Loans Ltd, Kiwi Capital Securities Ltd, Kiwi Capital Funding Ltd and Kiwi Wealth Management Ltd.
Paul is currently Chair of the board of the New Zealand Story Group, a country reputation programme to enhance the New
Zealand brand and increase the benefits to New Zealand from export trade, a Director of Cigna Insurance New Zealand
Ltd and a Director of Southern Sky Dairies Ltd. He is also Chair of the Massey University Business School Advisory
Board.
Paul holds a Bachelors degree in Business Studies from Massey University.
ANTHONY ANSELMI O.B.E. – NON-EXECUTIVE INDEPENDENT DIRECTOR
Anthony Anselmi (Tony) was appointed to the Board in September 2012 and is a member of the Audit and Risk Committee.
Tony’s business career began in footwear retail in his late teens, and today the family-owned business of which Tony is a
director owns and operates retail stores throughout New Zealand and in the State of Victoria, Australia. Tony developed
a manufacturing plant in Te Kuiti which supplied footwear to retailer throughout New Zealand. The land containing the
factory buildings is now being redeveloped by Tony, into a new housing precinct. Tony has had considerable experience
in farmland development and dry stock and dairy farming. Tony was a director of the State-Owned Enterprise Forestry
Corporation until it was sold by the Government and Inframax a Local Authority Trading Enterprise. He was for a period
Chairman of the New Zealand Footwear Manufacturers Federation and the King Country Regional Development Council.
Tony has invested with Bill Foley in Foley Holdings New Zealand since 2009.
GRANT GRAHAM – NON-EXECUTIVE INDEPENDENT DIRECTOR
Grant Graham was appointed to the Board with effect from 1 February 2019 and as Chair of the Board Audit and Risk
Committee. Grant is a Partner at advisory and investment firm Calibre Partners with a strong background in corporate
finance and advisory in valuation, restructuring and as an expert witness.
Over 20 years, Grant has written numerous Independent Advisors’ reports for listed company activity subject to NZX
listing rules and the New Zealand Takeovers’ Code. In the process, he has gained an enviable reputation for the quality of
these reports, his clear and concise communication style, and pragmatic advice.
Grant has a Bachelor of Commerce and is a Chartered Accountant with Chartered Accountants Australia New Zealand
(CAANZ) holding a Certificate of Public Practice and CAANZ Accredited Insolvency Practitioner status. Grant is a
member of the Institute of Directors in New Zealand.
ANTONY MARK TURNBULL – CEO (EXECUTIVE DIRECTOR)
Antony Mark Turnbull (Mark) was appointed Chief Executive Officer and Director of the Company in September 2012.
Mark’s career started as an accountant with Ernst and Young, then for the next 18 years was Managing Partner of the brand
consultancy Designworks. Mark was Chairman of the New Zealand Wine Fund when it was acquired by Foley Family
Wines in 2009. In 2011 Mark had a sabbatical year and attended London Business School where he completed a Masters
of Science in Leadership and Strategy with Distinction. Mark is a Chartered Accountant with Chartered Accountants
Australia and New Zealand.
80
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statutory
Information
(continued)
For the year ended 30 June 2022
2. INTEREST REGISTERS
The following entries were recorded in the Directors’ interest register of the Company during the year:
SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED
There were no share transactions during the year (2021: Nil).
SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED SUBSIDIARY COMPANIES
There were no share transactions during the year (2021: Nil).
20222021
$’000$’000
TRANSACTIONS
Certain Directors have interests in contracts with Foley Wines Limited.
AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for resale)105203
AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, electricity
and administration)6288
LOANS TO DIRECTORS
No loans to directors were authorised during the year.
INDEMNITY AND INSURANCE
The Directors’ and Officers’ liability insurance is held to cover risks normally covered by such policies arising out of acts
or omissions of directors and employees in their capacity as such except for specific matters which are expressly excluded.
3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER
Directors of the Company during the year and remuneration and other benefits paid to directors by the Company were as
follows:
20222021
$’000$’000
DIRECTORS’ FEES
WP Foley II7070
A J Anselmi5050
PR Brock6060
GR Graham6060
REMUNERATION AND OTHER BENEFITS
AM Turnbull was a Director and the Chief Executive Officer during the year and as such did not receive Director’s
Fees. Remuneration and other benefits paid to Executive Directors during the year was $978,000 (2021: $959,000). The
remuneration for the current year included a base salary of $550,000 (2021: $550,000) and a bonus approved by the Board
under the short-term incentive scheme of $400,000 (2021: $300,000). There was no long-term incentive scheme in place
during the year.
81
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statutory
Information
(continued)
For the year ended 30 June 2022
3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER
(CONTINUED)
MEETING ATTENDANCE REGISTER
The attendance of Directors of the Company at Board meetings and Board Audit and Risk Committee meetings were as
follows:
20222021
2022Audit & Risk2021Audit & Risk
BoardCommitteeBoardCommittee
WP Foley II5 / 6N/A3 / 4N/A
A J Anselmi6 / 63 / 34 / 44 / 4
PR Brock6 / 63 / 34 / 44 / 4
GR Graham6 / 63 / 33 / 44 / 4
AM Turnbull6 / 63 / 34 / 44 / 4
4. EMPLOYEES’ REMUNERATION
Section 211(1)(g) of the Companies Act 1993 required disclosure of remuneration and other benefits, including redundancy
and other payments made on termination of employment, in excess of $100,000 per year, paid by the Company or any of
its subsidiaries worldwide to any employees who are not Directors of the Company:
Number of Employees
$100,000-$109,9992
$130,0 0 0 - $139,9 9 92
$140,000-$149,9992
$150,0 0 0 - $159,9 9 91
$16 0,0 0 0 - $169,9 9 91
$190,000-$199,9991
$200,000-$209,9991
$280,000-$289,9991
$310 ,0 0 0 - $319,9 9 91
5. DONATIONS
Foley Wines Limited made no cash donations during the year (2021: $Nil).
82
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statutory
Information
(continued)
For the year ended 30 June 2022
6. SHAREHOLDER BREAKDOWN
Number of Total shares % of share
Shareholding as at 30 June 2022shareholdersheldCommittee
1-999537138 , 56 40. 21%
1,000-9,9994991 , 6 6 7,1 0 42.54%
10,000-49,99916 62,946, 5904.48%
50,000-99,999181,218,2081.85%
100,000-499,999193,826,7825.82%
500,000+1055,938,90 085.10 %
1,2496 5, 736 ,14 8100.00%
7. DIRECTORS’ SHAREHOLDING
As at 30 June 2022 Directors held the following direct interests in the Company.
WP Foley – Individually and with CJ Foley held a direct interest in Foley Wines Limited (FWL) of 61.6% through his
shareholding in Foley Family Wines Holdings, Inc. (FFWHI), the ultimate parent of Foley Holdings New Zealand Limited
(FHNZL) which is the New Zealand based parent company and majority shareholder of FWL, through his shareholding in
FHNZL and through the ownership of 8,981,487 ordinary FWL shares (2021: 61.4%). This interest was 64.7% including
the shares to be issued under the Convertible Note (note 15) (2021: 64.5%).
AJ Anselmi – held a direct interest in FWL of 1.7% through his shareholding in FHNZL (2021: 1.7%). This interest was
1.8% including the shares to be issued under the Convertible Note (note 15) (2021: 1.8%).
AM Turnbull – held a direct interest in FWL of 1.2% (2021: 1.2%) through his shareholding in FHNZL (1.15%; 2021:
1.15%) and through the ownership of 60,347 ordinary FWL shares (0.09%; 2021: 0.09%). This interest was 1.3% including
the shares to be issued under the Convertible Note (note 15) (2021: 1.3%).
83
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Statutory
Information
(continued)
For the year ended 30 June 2022
8. 20 LARGEST REGISTERED HOLDERS
Ordinary% of share
Ordinary shares held at 30 June 2022:shares heldcapital
Foley Holdings New Zealand Limited *34,708,79652.80%
WP Foley II & CJ Foley *8 ,981, 4 8713.66%
National Nominees New Zealand Limited on behalf of Milford Asset
Management Limited *3,792,5535.77%
Accident Compensation Corporation2 , 611 ,12 33.97%
Lion NZ Limited2,027,0273.08%
Alfa Lea Horticulture Limited903,3301.37%
New Zealand Permanent Trustees Limited - NZCSD898,0631.37%
JP Morgan Chase Bank NA NZ Branch - Segregated Clients Acct - NZCSD773,0951.18%
Sky Hill Limited695,5721.06%
Custodial Services Limited547,8540.83%
Public Trust RIF Nominees Limited - NZCSD496 ,0190.75%
NZ Depository Nominee Limited3 41, 2610.52%
JD Croft322,3880.49%
Phaben Holdings Limited320,0 010.49%
MG Fairhall2 9 5 ,1160.45%
FNZ Custodians Limited250,6640.38%
Kynance Holdings Limited215,9 240.33%
CM & BW Doig198, 7940.30%
Hannah Laurenson170 , 5160.26%
Orchard Investments P/S Account160,0000.24%
Sub-total58,709,58389. 31%
Others (1,229 Shareholders)7, 0 2 6 , 5 6 510.69%
TOTAL6 5, 736 ,14 8100.00%
* These shareholders are substantial product holders as defined in Section 274 of Sub-part 5 of Part 5 of the Financial
Markets Conduct Act 2013 as they have a substantial holding in the Company.
9. NZX WAIVERS
No waivers were granted in the current or prior year.
10. SHAREHOLDER INFORMATION
August 2022 Annual Report Published
November 2022 Annual Shareholders Meeting
84
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

For the year ended 30 June 2022
Company
Directory
DIRECTORS:
WP Foley, II (Chairman)
PR Brock (Deputy Chairman)
AJ Anselmi
GR Graham
AM Turnbull (CEO)
HEAD OFFICE ADDRESS:
13 Waihopai Valley Road
RD6, Blenheim, 7276, Marlborough, New Zealand
Telephone +64 3 572 8200
Facsimile +64 3 572 8211
POSTAL ADDRESS:
PO Box 67, Renwick 7243, Marlborough, New Zealand
EMAIL:
info@foleywines.co.nz
WEBSITES:
www.foleywines.co.nz
www.grovemill.co.nz
www.vavasour.com
www.tekairanga.com
www.martinborough-vineyard.co.nz
www.mtdifficulty.nz
www.lighthousegin.co.nz
NATURE OF BUSINESS:
Production and distribution of wine
AUDITORS:
Deloitte Limited, Wellington
SOLICITORS:
Bell Gully, Auckland
Jennifer Mills & Associates, Auckland
BANKERS:
Bank of New Zealand, Auckland
REGISTRATION NO.
307139
REGISTERED OFFICE:
13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand
SHARE REGISTRAR:
Computershare Investor Services Limited
159 Hurstmere Road, Takapuna, North Shore City 0622
Private Bag 92119, Auckland 1142
Telephone +64 9 488 8777
Facsimile +64 9 488 8787
Email: enquiry@computershare.co.nz (please quote CSN or shareholder number)
Website for shareholders to change address or payment instructions or view
investment portfolio: www.computershare.co.nz/investorcentre
SHARE TRADING:
NZX – NZSX Market
Security Code “FWL”
85
FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2022

Investors who wish to join the
Foley Investors Wine Club, please
email info@ foleywines.co.nz
made by land & hand

---

PREMIUMISATION STRATEGY CONTINUES TO BE
THE CRITICAL SUCCESS FACTOR IN UNCERTAIN TIMES


THURSDAY, AUGUST 25 2022 – Foley Wines reports premiumisation strategy as critical success factor in the
Company’s Annual Report to June 2022, published to the New Zealand Stock Exchange today.

OVERVIEW
Case sales 525,000 (down 7%)
Bottled sales revenue $54,747,000 (up 2.8%)
Operating earnings $7,784,000 (down 3.1%)
Net profit after tax $6,196,000 (up 60.3%)
Dividend of 4 cents per share fully imputed declared

Foley Wines CEO Mark Turnbull said, “2022 was always going to be impacted by the small 2021 harvest,
resulting in a lower volume to sell with a much higher cost of goods. However, the Company firmly believed that
the execution of its premiumisation strategy would help mitigate the consequence of this economic impact, and it
did.”

“The Company’s premiumisation strategy continues to be the critical success factor in very uncertain times. There
are clearly headwinds in the global economy with high inflation flowing through every component of our supply
chain. But we are well placed to continue to build on the platform set with good inventory levels and some
exceptional global relationships for all our portfolio. At the same time we continue to seek out new opportunities
in New Zealand and around the world,” said Turnbull.

“While the Company experienced considerable disruption from Covid-19, including its ongoing impact on hospitality,
shipping and logistics, labour shortages and the risk of illness and isolation during harvest, our team did an outstanding
job of managing this risk with minimal disruption while achieving a record harvest,” said Turnbull.

The Company reports a record 2022 harvest with an increase of 65% on the prior vintage, predominantly driven by a
return to more normal yield levels after adverse weather conditions through flowering affected the prior vintage yields,
a problem for the industry that had extensive media coverage at that time.

The Company’s new development in Martinborough at the Te Kairanga winery is a major investment which will have
a major influence on the profitability of the business. Despite delays related to supply shortages, the subterranean
barrel facility is complete and in use since the 2022 vintage. Construction of the upper level, comprising gin distillery,
warehouse, tasting room, 100 person restaurant and private dining, is well progressed and on track for a summer
opening.

“We expect the cellar door and restaurant to be an important contributor both in terms of profit and also the effect a
strong “spiritual home” will have on brand awareness locally and globally,” said Turnbull.

The Company’s 55 hectare purchase of the Zebra Bendigo Vineyard in Central Otago takes the Company to a total of
644 hectares that is either owned or leased. The Company is continuing to invest in vineyard productivity this year as
well an expansion at the Grove Mill winery to provide a further 1,000 tonnes of processing capacity in time for the
2023 vintage.

– END –

Authorised for public release.

For further information please contact:
Mark Turnbull
CEO, Foley Wines Limited
PO Box 67, Renwick, 7243, Marlborough
Tel: +64 21 714 885
Email: mark@foleywines.co.nz


Notes to Editors:

Foley Wines is a collection of iconic wineries and brands from New Zealand’s most acclaimed wine regions. Each
with a unique story of New Zealand to tell, our wineries are linked by a common unrelenting purpose; to make
great wine that people love to drink around the world – made by land & hand.

Our ambition is to be New Zealand’s most revered wine group satisfying the most discerning retailers and
restaurants at home and around the world with brands that are authentic, sustainable and of exceptional quality.

Established in 1988 as Grove Mill Wine Company Ltd, the company merged with Foley Family Wines NZ
Limited in September 2012. The Company listed on the NZAX Board of the NZ Stock Exchange when this was
first established in November 2003 and migrated to the NZX Main Board and changed its name to Foley Wines
Limited (ticker code FWL) on 3 December 2018.

Foley Wines’ major shareholder is Bill Foley who is a major investor in the US wine industry. His company Foley
Family Wines Inc. is a Top 20 wine company in the US.

Foley Wines owns Martinborough Vineyard, Te Kairanga and the Lighthouse Gin brand in Martinborough, Grove
Mill and Vavasour in Marlborough, and Mt Difficulty in Central Otago.