FWL Notice of 2025 Annual Meeting of Shareholders

Foley Wines Limited Page 1 Notice of Annual Meeting

10 October 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders of Foley Wines
Limited will be held at:

Venue: The Runholder, Te Kairanga, 89 Martins Road, Martinborough.

Time: Tuesday, 18 November 2025, commencing at 10.30am.

AGENDA:

The agenda for the meeting is as follows:

1. Chairman’s Introduction

2. Chief Executive’s Presentation

3. 2025 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 2026 financial year.

5.2 Election of Directors (note 2):
5.2.1 Resolution 2: To elect William P Foley II as a Director of Foley Wines Limited.
5.2.2 Resolution 3: To re-elect Grant Graham as a Director of Foley Wines Limited.
5.2.3 Resolution 4: To re-elect Anthony Anselmi 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 Friday 14 November 2025.

For administrative and venue confirmation purposes, we would appreciate if you could please RSVP
by Friday 24 October 2025 to Sara on 03 572 8200 or email admin@foleywines.co.nz. Thank you.

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 2-4

William P Foley II (Bill) was appointed to the Board with effect from 24 January 2025. In
accordance with clause 10.6 of the Company’s constitution and NZX Listing Rule 2.7.1, Bill retires
from office at the 2025 Annual Meeting of Shareholders. Bill has confirmed that he is available for
election.

Grant Graham retires by rotation in accordance with NZX Listing Rule 2.7.1. Grant has confirmed
that he is available for re-election.

In accordance with clause 10.9 of the Company’s Constitution Tony Anselmi, being a Non-executive
director who has served longer than nine years, is subject to annual re-election. Tony has confirmed
that he is available for re-election.

Biographies:

William P Foley II (Non-Executive Director)

William P Foley II (Bill) was appointed to the Board in September 2012 and served as Chairman of
the Company until he resigned on 31 March 2023. Bill was re-appointed to the Board as a Non-
Executive Director on 24 January 2025 following the resignation from the Board of his son Robert
P Foley II.

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 served as the Chairman of Cannae
Holdings (NYSE: CNNE) since July 2017 and CEO until May 2025 when he assumed the role of
Vice Chairman. Mr. Foley also serves as the Chairman of Dun & Bradstreet (NYSE: DNB), which
is a Cannae Holdings portfolio company. Mr. Foley also serves as the Chairman of Jena Acquisition
Corporation II (NYSE: JENA) since March 2025. 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.

Foley Wines Limited Page 3 Notice of Annual Meeting
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, Lee’s Family Forum,
27 North, Hotel Californian, Black Walnut Inn & Vineyard, Farmhouse Inn, MacArthur Place 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.

The Board have determined that William P Foley II is not an Independent Director in accordance
with NZX Main Board Listing Rule 2.6.1 due to him being a substantial product holder.

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 Chair of advisory and investment firm Calibre Partners
with a strong background in corporate finance and advisory in valuation and restructuring.

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 Licensed
Insolvency Practitioner status. Grant is a member of the Institute of Directors in New Zealand.

Grant has advised that his other current roles include Sleepyhead Group (Director), Phoenix Metal
Recyclers (Chair), Phoenix Metal Recyclers Holdco Limited (Director), Blues Limited Partnership
(Director), Blues Management Limited (Director), Better Blues Company Limited (Director), Old
Pueblo Limited (Director), Old Buena Limited (Director), Halberg Trust Foundation (Trustee) and
Anglican Trust Board (Chair).

The Board have determined that Grant Graham is an Independent Director in accordance with the
NZX Listing Rules.

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 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.

Foley Wines Limited Page 4 Notice of Annual Meeting
Tony has advised that he is also a Director of the following entities: Fabia Overland Holdings
Company Limited, Fabia Products Limited, New Zealand Abalone Limited, and William & Monica
Anselmi Memorial Family Trust Company Limited.

The Board have determined that Tony Anselmi is an Independent Director in accordance with the
NZX Listing Rules. The Board carefully considered the effect of Tony having served on the Board
for 12 years and determined that he is sufficiently independent from management particularly
considering the recent change in CEO.

Nominations for Directors closed at 5.00 pm on Friday 26 September 2025.

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
Friday 14 November 2025, 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 4.

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 4.

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 Friday
14 November 2025. Any Voting/Proxy Form received after that time will not be valid for the Annual
Meeting.

Foley Wines Limited Page 5 Notice of Annual Meeting
You may return your completed Voting/Proxy Form by:
• Delivering it in person to FWL Head Office, Grove Mill, 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.


Results of the voting will be posted on the NZX website and the Company’s website following the
conclusion of the Annual Meeting and finalisation of the voting results.

The Company’s external auditors, Deloitte, will be available at the meeting to answer any questions
from Shareholders relevant to the external audit.

Shareholders not yet receiving Shareholder Offers, please email: marketing@foleywines.co.nz


By Order of the Board of Directors



Jane Trought
Chief Financial Officer
Foley Wines Limited
10 October 2025.

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 Tuesday 18 November 2025
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 2026 financial
year.”

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

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

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

Foley Wines Limited Page 2 AGM Voting/Proxy Form
Signed this ______________ day of _______________________ 2025.





_________________________ ________________________
Signature of Shareholder Signature of Shareholder

All co-shareholders must sign.


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 Friday 14 November
2025.

Please note: To be valid, a completed Proxy Form must be received at the address noted above by no later than
10.30am Friday 14 November 2025, being 2 business days 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 4. 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.