FWL Notice of 2022 Annual Meeting of Shareholders

Foley Wines Limited Page 1 Notice of Annual Meeting

10 October 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders of Foley Wines
Limited will be held at:

Venue: Shed 5, Queens Wharf, Wellington.

Time: Thursday, 17 November 2022, commencing at 10.30am.

AGENDA:

The agenda for the meeting is as follows:

1. Chairman’s Introduction

2. Chief Executive’s Presentation

3. 2022 Financial Report

4. Shareholder Questions

5. Ordinary Resolutions:
To consider, and if thought fit, to pass the following ordinary resolutions, requiring a simple
majority of votes by those shareholders entitled to vote and voting:

5.1 Auditor (note 1):
Resolution 1: That the Board be authorised to determine the auditor’s fees and expenses for
the 2023 financial year.

5.2 Election of Directors (note 2):
5.2.1 Resolution 2: To re-elect William P Foley II as a Director of Foley Wines Limited;
5.2.2 Resolution 3: To re-elect Anthony Anselmi as a Director of Foley Wines Limited.
5.2.3 Resolution 4: To re-elect Mark Turnbull as a Director of Foley Wines Limited.
5.2.4 Resolution 5: To re-elect Grant Graham as a Director of Foley Wines Limited.

6. General Business: To consider any other business that may be properly brought before the
meeting.

All resolutions to be put to the meeting are discussed in the Explanatory Notes attached.

PROXIES
➢ A Voting/Proxy form is attached for your use. Refer to the Final Section on the Notes for
instructions for completing the Voting/Proxy form. Please deliver the completed proxy to the
Company by 10.30 am on Tuesday 15 November 2022.

For administrative and venue confirmation purposes, we would appreciate if you could please RSVP
by Friday 28 October 2022 to Cathy on 03 572 8200 or email admin@foleywines.co.nz. Thank you.

With the easing of restrictions on visitors to New Zealand at this stage Bill Foley is planning to be
present at the meeting and will be hosting a lunch event at Shed 5 following the meeting. Any
shareholders who are interested in attending the lunch event can obtain further details by emailing
marketing@foleywines.co.nz.

Foley Wines Limited Page 2 Notice of Annual Meeting
NOTES TO THE AGENDA

Note 1 – Auditor: Resolution 1

Deloitte Limited (Deloitte) is the current auditor of Foley Wines Limited. The Companies Act 1993
provides that a company’s auditor is automatically reappointed unless the shareholders resolve to
appoint a replacement auditor, or there is another reason for the auditor not to be reappointed.

Section 207S of the Companies Act 1993 further provides that the auditors’ fees and expenses must
be fixed by the Company, or in the manner that the Company determines at a shareholders’ meeting.

Shareholders are being asked to resolve that the Board is authorised to fix the fees and expenses of
Deloitte for the current year.

Note 2 - Election of Directors: Resolutions 2-5

Mark Turnbull (Mark) and Grant Graham (Grant) retire by rotation in accordance with NZX
Listing Rule 2.7.1.

In accordance with clause 10.9 of the Company’s Constitution Bill Foley and Tony Anselmi, being
Non-executive directors who has served longer than nine years, are subject to annual re-election.

Bill, Tony, Mark and Grant have confirmed that they are available for re-election.

Biographies:

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

Foley Wines Limited Page 3 Notice of Annual Meeting
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.

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 TeKuiti 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.

Tony has advised that he is also a Director of the following entities:
Overland Footwear Company Limited
Overland Group Australia Limited
Fabia Overland Holdings Company Limited
Fabia Products Limited
New Zealand Abalone Limited
William & Monica Anselmi Memorial Family Trust Company Limited

Tony Anselmi is an Independent Director in accordance with the NZX Listing Rules.

Mark Turnbull (CEO and Executive Director)

Mark was appointed 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.

Mark has advised that he is a Director of the following companies that are not part of the Foley
Wines Limited group of companies:
AMT Equities Limited
Foley Holdings New Zealand Limited
WWFS Wine Shop Limited
Wharekauhau Country Estate Limited
Chateau Wellington 2013 Limited
Nourish Group Limited and all of its subsidiary companies
Lighthouse Distillery Limited

As Mark is an employee of the Company, he is not an Independent Director in accordance with the
NZX Listing Rules.

Foley Wines Limited Page 4 Notice of Annual Meeting
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.

Grant has advised that he holds the following positions in other entities:
Phoenix Metal Recyclers – Chair
Anglican Trust Board – Chair
Calibre Partners – Chair
Blues Rugby – Director
Halberg Foundation – Trustee
Auckland Grammar School – Trustee

Grant Graham is an Independent Director in accordance with the NZX Listing Rules.

Nominations for Directors closed at 5.00 pm on Friday 23 September 2022.

No further Nominations were received.

Important Information: General Note Applicable to All Resolutions requiring Votes at the
Annual Meeting

Pursuant to section 125 of the Companies Act 1993, the Board has determined that, for the purposes of
voting at the Annual Meeting, only those registered shareholders of the Company as at 10.30 am on
Tuesday 15 November 2022, being a day not more than 20 working days before the meeting, shall be
entitled to exercise the right to vote at the meeting either in person or by appointing a proxy to attend
and vote instead of that shareholder.

Voting will be conducted by way of a poll.

You may vote
1. By Attending. You should bring the Voting/Proxy Form (included with this Notice) with you
since voting will be by way of a poll.
2. By Proxy. If you do not plan to attend, you can appoint a proxy to vote for you.

A Voting/Proxy Form is included with this Notice of Annual Meeting which allows you to vote either
for, against, or abstain from, the resolutions notified in this Notice of Meeting.

Any shareholder of the Company, who is entitled to attend and vote at the Annual Meeting, is entitled
to appoint a proxy to attend the meeting and vote on his or her behalf. A proxy need not be a shareholder
of the Company.

If you appoint a proxy, you may either direct your proxy how to vote for you, or you may give the proxy
discretion to vote as he or she sees fit. If you wish to give your proxy discretion then you should make
the appropriate election on the Proxy Form, to grant your proxy that discretion.

You will be deemed to have given your proxy discretion if you do not make an election in relation to
any of resolutions 1 to 5.

Foley Wines Limited Page 5 Notice of Annual Meeting
The Chairman of the meeting is willing to act as proxy for any shareholder who appoints him or her for
that purpose.

The Chair of the meeting and the Directors intend to vote all undirected proxies in favour of the
resolutions. The Chairman and any Directors appointed as proxy will vote any discretionary proxies in
favour of resolutions 1 to 5.

If your named proxy does not attend the meeting, or if the proxy is not named but the proxy form is
otherwise completed, the Chairman of the meeting will act as your proxy and may only vote in
accordance with your express instruction.

To be valid, a completed Voting/Proxy Form must be returned by no later than 10.30 am on
Tuesday 15 November 2022. Any Voting/Proxy Form received after that time will not be valid for the
Annual Meeting.


You may return your completed Voting/Proxy Form by:
• Delivering it in person to FWL Head Office, 13 Waihopai Valley Road, Blenheim;
• Scan and email (please use “FWL Proxy” as the subject of your email) to
admin@foleywines.co.nz;
• Return the Voting/Proxy Form by mail to Foley Wines Ltd, Attn: Jane Trought, PO Box 67,
Renwick 7243, New Zealand.; or
• Fax the Voting/Proxy Form to: +64 3 572 8211.


By Order of the Board of Directors



Jane Trought
Chief Financial Officer
Foley Wines Limited
10 October 2022.

Foley Wines Limited, 13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand.
PO Box 67, Renwick 7243, New Zealand.
p. +64.3.572.8200 f. +64.3.572.8211 e. admin@foleywines.co.nz w. www.foleywines.co.nz

VOTING/PROXY FORM

[Shareholder Mailing Name] CSN/Shareholder No: [CSN]
[Address]
[Address]
[Address] No Shares: [Holding]


To: Foley Wines Limited
PO Box 67
Renwick 7243

I/We <SHAREHOLDER FULL NAME>
of <ADDRESS>
being a shareholder of Foley Wines Limited

HEREBY APPOINT ________________________________________________
[print name of proxy]

of ______________________________________________________________

or failing him/her ___________________________ of ______________________

as my/our proxy to vote on my/our behalf as directed below and on any other matter to be put to the
Annual Meeting of Shareholders of the Company to be held on Thursday 17 November 2022
commencing at 10.30 am and at any adjournment thereof.

I/we direct my/our proxy to vote in the following manner:

Vote with a tick

Ordinary Resolution: For Against Abstain Discretion

1. Auditors (note 1):
“THAT the Board be authorised to determine the auditor’s fees and expenses for the 2023 financial
year.”

2. Directors Elections (note 2):
“TO re-elect William P Foley II as a Director of Foley Wines Limited.”

Foley Wines Limited Page 2 AGM Voting/Proxy Form
Vote with a tick

Ordinary Resolution: For Against Abstain Discretion

3. Directors Elections (note 2):
“TO re-elect Anthony Anselmi as a Director of Foley Wines Limited.”

4. Directors Elections (note 2):
“TO re-elect Mark Turnbull as a Director of Foley Wines Limited.”

5. Directors Elections (note 2):
“TO re-elect Grant Graham as a Director of Foley Wines Limited.”




Signed this ______________ day of _______________________ 2022.




_________________________ ________________________
Signature of Shareholder Signature of Shareholder

All co-shareholders must sign.


Please use the CSN recorded on this form to Register for the meeting if you are attending via the online
platform. Instructions and further details on how to participate in the virtual Annual Meeting will be available
on the Company’s website at www.foleywines.co.nz, under the Investor Information Annual Meeting
Documents section.

If you are unable to attend the meeting and wish to vote, please return the completed form to the Foley Wines
Limited Head Office located at 13 Waihopai Valley Rd, RD6, Blenheim, by post to Foley Wines Limited, PO
Box 67, Renwick 7243, email to admin@foleywines.co.nz, or fax to 03 5728211 by 10.30am Tuesday 15
November 2022.

Please note: To be valid, a completed Proxy Form must be received at the address noted above by no later than
10.30am Tuesday 15 November 2022, being 48 hours prior to the commencement of the meeting. Any Proxy Form
received after that time will not be valid for the meeting.

There are no voting restrictions on resolutions 1 to 5. If your named proxy does not attend the meeting, or if the proxy
is not named but the proxy form is otherwise completed, the Chairman of the meeting will act as your proxy and may
only vote in accordance with your express instruction.