FWL - FY26 Result: Premiumisation Strategy Delivers Results

Results announcement

Results for announcement to the market
Name of issuer Foley Wines Limited
Reporting Period 12 months to 30 June 2026
Previous Reporting Period 12 months to 30 June 2025
Currency NZD
Amount (000s) Percentage change
Revenue from continuing operations $67,851 (3.9)%
Total Revenue $67,868 (3.8)%
Net profit/(loss) from continuing operations $2,950 +6245.8%
Total net profit/(loss) $2,937 +258.2%
Interim/Final Dividend
Amount per Quoted Equity Security $ 0.02000000
Imputed amount per Quoted Equity Security $ 0.00777778
Record Date 9 October 2026
Dividend Payment Date 23 October 2026
Current period Prior comparable period
Net tangible assets per Quoted Equity
Security
$1.65 $1.63
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”) $5,878 323.5%
Operating Profit before interest, revaluations, income tax,
depreciation and amortisation (“Operating EBITDA”)
$15,502 +22.8%
This announcement should be read in conjunction with
the attached audited Annual Report 2026. A copy of the
Annual Report 2026 can also be found on the Foley
Wines Investor 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 Mike Higgins – CEO
Contact phone number +64 21 911 910
Contact email address mi
ke.higgins
@foleywines.co.nz
Date of release through MAP

28 August 2026

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 9 October 2026
Ex-Date 8 October 2026
Payment date 23 October 2026
Total monies associated with the distribution $1,314,722.96
Source of distribution Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution $0.02777778
Gross taxable amount $0.02777778
Total cash distribution $0.02000000
Excluded amount $N/A
Supplementary distribution amount $0.00000000
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 $0.00777778
Resident Withholding Tax per financial
product
$0.00138889
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 Mike Higgins – CEO
Contact phone number +64 21 911 910
Contact email address mike.higgins@foleywines.co.nz
Date of release through MAP

28 August 2026

---

made by land & hand
ANNUAL REPORT
|
2026

Contents
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
Performance Overview 3
Chief Executive Officer (CEO) and Directors’ Report 5 – 18
Directors’ Responsibility Statement 19
Financial Statements
Income Statement 21
Statement of Comprehensive Income 22
Statement of Changes in Equity 23
Statement of Financial Position 24 – 25
Statement of Cash Flows 26
Notes to the Financial Statements 27 – 66
Independent Auditor’s Report 67 – 70
Corporate Governance Statement 71 – 80
Statutory Information 81 – 88
Company Directory 89
1
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Our Wineries
& Distillery
Martinborough Vineyard
Martinborough
Grove Mill
Wairau Valley, Marlborough
Te Kairanga
Martinborough
Vava s ou r
Awatere Valley, Marlborough
Lighthouse Gin
Martinborough
Mt Difficulty
Central Otago
2026 has been a year of progress in a very challenging global economy. The Directors are
pleased to report an improved financial result on last year, delivered off the back of reduced
case sales, which were down 9.5% on last year’s record sales and down 5.4% in bottled sales
revenue.
BOTTLED SALES REVENUE
$ 62,800,000 (down 5.4%)
BOTTLED CASE SALES
552,000 (down 9.5%)
OPERATING EARNINGS
$ 5,878,000 (up 323.5%)
PROFIT AFTER TAX
$ 2,937,000 (up 258.2%)
OPERATING EBITDA
1

$ 15,502,000 (up 22.8%)
Performance
Overview
1. To be read in conjunction with the Disclosure of Non-GAAP Financial Information on page 18.
23
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

On behalf of the Directors of Foley Wines Limited (FWL) we present the 2026 operating
results and annual report for the 12 months ended 30 June 2026.
OPERATING PERFORMANCE
The Company reports an operating profit before revaluations and income tax (“operating
earnings”) of $5,878,000 compared with $1,388,000 for the previous financial year.
The year was very challenging off the back of a bumper 2025 harvest and a well-documented
oversupply of New Zealand wine available, resulting in a very competitive marketplace and
deep discounting.
The strategy remained focused on selling premium packaged wine through our established
channels and assisting our distribution partners with targeted promotional funding to keep
the brands in the forefront of consumers’ minds. This investment was a major factor in
the increase in selling, marketing and promotion expenses, however, this has meant the
Company is already shipping the 2026 vintage to many markets and our inventory is
generally in balance.
Mike Higgins, CEO
“ Our premiumisation strateg y
and strong distribution
partnerships continue to
create growth opportunities
for the Company.”
CEO & DIRECTORS’ REPORT
A year of
progress.
CLIFFORD BAY REFRESHED PACKAGING
5
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

Bottled Case Sales
BOTTLED CASE SALES (000’S) 12 MONTHS TO JUNE
JUNE ‘26JUNE ‘25% CHANGE
New Zealand
16 4170↓ 4%
UK/Europe
14714 4↑ 2%
USA
103115↓ 10%
Australia
76103↓ 26%
Asia/Pacific
5873↓ 21%
Rest of World
45↓ 20%
TOTAL
552610↓ 9.5%
Operating EBITDA for the period was $15,502,000, up 22.8% on last year, which gives
some insight into how the business performed taking out the one-off accounting costs and
relatively high interest rates.
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.
This year the unrealised loss on harvested grapes of $3,187,000 was impacted by two factors.
Firstly, the lower yields in the Marlborough and Martinborough regions due to adverse
weather conditions during the growing season and harvest period resulted in higher costs
per tonne for grapes produced and a loss on harvested grapes from these regions. Secondly,
due to the wine industry oversupply situation created by the very large 2022, 2023 and 2025
harvests, the market price of grapes per tonne decreased further. This resulted in a greater
price variation between the market price and the cost to produce the grapes.
Profit for the period net of tax attributable for the Shareholders was $2,937,000, up 258.2%
compared with a loss of $(1,857,000) the previous year.
The Company continues to carefully manage costs across the business in a high inflationary
market. We realised significant savings in interest and administration costs and had a major
focus on controlling winery and viticulture costs, impacting our Cost of Goods in the
following year.
67
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

CASHFLOW
Operating cash flow was $11,746,000 for the year, down from $16,164,000 the previous year.
This year’s cashflow was significantly influenced by a number of factors:
– Higher marketing costs to fund promotions to move through inventory and drive market
growth.
– Reduced income tax paid.
– Lower interest costs due to reduced borrowing and careful cashflow management.
Capital expenditure was $3,907,000 for the year compared with $3,541,000 the previous year.
The major expenditure during the year was the installation of a new wastewater treatment
plant at the Vavasour winery. We also continued our investment in vineyard productivity
with further replants in under-performing vineyards. The balance of the capital expenditure
was operating capital expenditure.
Capital expenditure for the year ahead is budgeted at approximately $3.7m which is in line
with the average of the past two years, and less than our depreciation expense. We continue
to invest in developing vineyards and frost protection in Central Otago and will address
replacing some aging viticulture equipment.
We continued our programme of vineyard replacements this year to ensure we have varietals
that consumers demand. The Company continues to review planted vineyards to make sure
we remain efficient and meet demand.
The above case sales performance was solid in a very challenging market. We worked closely
with our distribution partners to protect margin and also sold higher quality, more valuable
wines. Our performance in the tough Australian market reflects a swing to support locally
produced products. China delivered growth again this year and we will continue to invest in
this market where wine consumption continues to evolve and our distribution partnerships
are strong. It was also pleasing to see strong sales in the UK and Europe where we outpaced
the market. The US market continues to be challenging with tariffs in place, however we
continue to work closely with Foley Family Wines USA and have a plan to deliver growth in
the coming year. Our brands continue to gain traction in this tough market.
Once again our brands held up relatively well in New Zealand against a backdrop of
weak retail and hospitality sectors and consumers being extremely conscious about any
discretionary expenditure.
Average net revenue per case for bottled wine has improved 4.7% on last year and reflects
the premium mix of sales.
89
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

BRAND HOMES
The Runholder in Martinborough and Mt Difficulty in Bannockburn continue to deliver
world class wine and dining experiences, creating memorable long term connections with
the brands in the wider market.
At this year’s Cuisine Good Food Awards, The Runholder was awarded a coveted Hat, the
benchmark for New Zealand restaurant quality, marking it as standout dining experience
worth travelling for. One of only three venues to be hatted in the Wairarapa region, it is
distinguished alongside its sister venue, Wharekauhau Country Estate.
Both brand homes continue to hold Gold Qualmark accreditation, signifying best-in-class,
sustainable business, delivering exceptional customer experiences and leading the way in
sustainable tourism. The Runholder has again been recognised in the 2026 Cuisine Good
Food Guide, the publication’s pick of the nation’s top restaurants and must-visit dining
destinations.
Weddings, functions and special events continue to be an important showcase of the venues
and brands to ever broadening types of visitors.
TOAST MARTINBOROUGH
On the back of the success of The Runholder Presents event held in November 2025,
Toast Martinborough has been reimagined for a new era as a single venue festival with
an elevated entertainment and VIP offering. With a stellar musical lineup headlined by
national icon Sir Dave Dobbyn, local wine, gin, beer and some of the region’s favourite
cuisine, the festival sold out in just two weeks. Hosted exclusively at The Runholder with
the continued participation of selected neighbouring wineries including Ata Rangi, Palliser
Estate, Escarpment, Craggy Range and others, the festival will continue to be a staple of
the national events calendar and an important contributor to the local community and
t ou r ism i ndu st r y.

11
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

QUALITY
All the wineries again received recognition from the industry’s most rigorous and respected
competitions. Highlights from the year included:
– Champion Sauvignon Blanc Trophy for Te Kairanga Estate Sauvignon Blanc 2025,
and Double Gold for Te Kairanga Estate Rosé 2025, Te Kairanga Runholder Pinot Noir
2024, Grove Mill Sauvignon Blanc 2025, Vavasour Sauvignon Blanc 2025 and Boatshed
Bay Pinot Gris 2025, and Gold Medals for an additional six wines at The New Zealand
International Wine Show 2025
– Champion Sauvignon Blanc Trophy for Vavasour Sauvignon Blanc 2025 and Gold
Medals for six additional wines at The National Wine Awards of Aotearoa 2025
– Four Gold Medals at The Marlborough Wine Show 2025
– 17 wines awarded 90+ Point scores by James Suckling including 97 Points for Mt
Difficulty Pipeclay Terrace Single Vineyard Pinot Noir 2023 and Mt Difficulty Ghost
Town Chardonnay 2023
The release of the 2020 vintage of Martinborough Vineyard’s coveted Reserve Pinot Noir,
Marie Zelie, has been met with very favourable accolades and deservedly high scores from
some of the wine industry’s most esteemed commentators.
“Haunting sweet perfume
... this magnificent wine
will make old bones”
96 POINTS,
STEPHEN WONG MW
“Top-flight stuff from
the winery here”
96 POINTS,
HALLIDAY WINE
COMPANION
“Full-throttle style”
92 POINTS,
JAMES SUCKLING
“Stunning
and seductive”
98 POINTS,
SAM KIM
13
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

2026 HARVEST
The harvest totalled 8,012 tonnes across the Grove Mill and Vavasour wineries in
Marlborough, Te Kairanga and Martinborough Vineyard wineries in Martinborough and
Mt Difficulty winery in Central Otago, an overall decrease of 7% on last year’s harvest of
8,638 tonnes.
Our goal is to make great wine that people love to drink around the world, and our dedicated
team of viticulturists and winemakers have yet again delivered across our three regions.
While yields were slightly down on last year, they are right in the sweet spot for delivering
exceptional quality from both our own vineyards and our grower partners.
SUSTAINABILITY
It is the ongoing view of the Company that acting sustainably is imperative. Tangible
sustainability practices underpin our operations and go beyond the Sustainable Winegrowing
New Zealand accreditation held by each of our wineries and vineyards. From vineyard to
packaging, our practices strive to reduce our environmental footprint. Nearly three quarters
of our finished packaged wine has been transitioned to a ‘super lightweight’ bottle which
has reduced our total glass use and carbon footprint associated with transport and shipping.
Ongoing initiatives include utilising sugarcane labels on some products, irrigating vineyards
and native plantings with winery wastewater and restoring local wetlands. Solar energy at
the Grove Mill, Vavasour, Te Kairanga, Martinborough Vineyard wineries reduces our use
of energy from the main grid and we continue to explore further opportunities to expand
our solar generation.
The Company is a strategic partner of Meridian and is part of Meridian’s Certified Renewable
Energy (CER) programme. This is a credible alternative to carbon offsetting whereby all
energy supplied by Meridian to the Company is from 100% renewable energy sources -
wind, water and sun. The funds from the CER programme are reinvested by Meridian
into community projects. A solar expansion programme in partnership with Meridian was
completed in May 2025 and enables the Grove Mill site, including the bottling line, to be
powered entirely by solar when generation is at its peak. This move further demonstrates
our ongoing commitment to environmental sustainability.
As part of the Meridian partnership, the Grove Mill brand was featured in Meridian’s
nationwide ‘New Energy’ campaign including TV, out of home and social advertising.
14
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

PR Brock
Board Chair
MS Higgins
CEO
DIVIDEND
The Directors are pleased to advise that after considering the underlying operational
performance and strong distribution channels, they have resolved that a final dividend of
2cps fully imputed will be paid for the year ended 30 June 2026. The Directors still believe
that, given the challenging economic conditions, continued focus needs to be on reducing
debt over the next 12 months. 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 believe that the Company has made considerable progress over the past few
years in a period of great uncertainty within the economic environment and the influences
the weather can have. The continued execution of our premiumisation strategy in a very
competitive trading environment continues to deliver sales results, our team has carefully
managed costs and continues to seek out new markets for our portfolio of wines, and we
are well poised for growth as the market improves. Producing wines across three regions is
also an important competitive advantage both from a weather risk perspective and providing
consumers with a portfolio of premium wines.
The Company has significant confidence in its business model and the team it has built. The
Company is in good shape and well positioned to sell through the 2026 vintage in a timely
manner. With the hope of a normal vintage in 2027 and improved market conditions, we are
cautiously optimistic for the future.
Finally, the Directors wish to thank the team for the outstanding job done over the past year
to deliver a solid result against the backdrop of a very challenging trading environment.
For and on behalf of the Board of Directors and Management
28 August 2026
1617
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

For the year ended 30 June 2026
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 2026 and the results of
their operations and cash flows for the year ended 30 June 2026.
The Directors consider that the financial statements of the Group have been prepared using
accounting policies appropriate to the Group circumstances, consistently applied and supported
by reasonable and prudent judgements and estimates, and that all applicable New Zealand
Equivalents to IFRS Accounting Standards (‘NZ IFRS’) and IFRS Accounting Standards
(‘IFRS’) as issued by the International Accounting Standards Board, 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 2026.
This annual report is dated 28 August 2026 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
PR Brock
Board Chair
Directors’ Responsibility
Statement
The Operating EBIT and Operating EBITDA are derived from the NZ-GAAP financial statements as follows:
GroupGroup
20262025
$’000$’000
Operating Profit before interest, impairment, revaluations & income tax
8,3254,950
(Impairment)/Reversal of Impairment of inventory
(11)37
Interest on lease liabilities through cost of sales (note 13.1)
3914 61
Operating EBIT (earnings before interest and tax)
8,7055,448
Depreciation
5,5735,868
Amortisation – lease right-of-use assets
1,2241, 312
Operating EBITDA (earnings before interest, tax,
depreciation, amortisation and impairment)
15,50212 ,628
The Directors believe that the Operating EBITDA gives some insight into how the business performed taking out the one-off
accounting costs and high interest rates.
For the year ended 30 June 2026
Disclosure of Non-GAAP
Financial Information
GR Graham
Audit and Risk Committee Chair
28 August 2026
19
FOLEY WINES LIMITED | ANNUAL REPORT 2026
18
FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

Income
Statement
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.
Financial
Statements
GroupGroup
20262025
Notes$’000$’000
Total Revenue 367, 8 6 870,582
Expenses
Cost of sales(45,475)(48,778)
Selling, marketing and promotion expenses(9, 571)(9, 254)
Administration and corporate governance expenses(4,484)(5,037)
Vineyard replacement and other losses(13)(543)
Other expenses3–(2,020)
Expenses excluding interest
(59,543)(65,632)
Operating Profit before interest, impairment,
revaluations & income tax8,3254,950
Interest revenue4743
Interest expense4(2,483)(3,642)
Net finance costs
(2,436)(3,599)
Operating Profit before impairment, revaluations &
income tax5,8891,351
Impairment
(Impairment)/Reversal of Impairment of inventory2.2 (c), 17
(11)37
Operating Profit before revaluations & income tax5,8781,388
Revaluation gains and losses
Unrealised (loss)/gain in fair value of financial assets/liabilities 23(k)(885)18
Unrealised (loss) on harvested grapes20(3,187 )(1, 317 )
Realised reversal of loss on harvested grapes2,3272,132
Revaluation of property, plant and equipment2. 3.8, 19–(4,607)
Profit/(Loss) before income tax4 ,13 3(2,386)
Income tax (expense)/benefit5.1
(1,196)529
Profit/(Loss) for the year net of tax, attributable to
Shareholders of the Parent Company
2 ,937(1,857 )
Basic Earnings/(Loss) per share cps (after tax)64.47(2.83)
Diluted Earnings/(Loss) per share cps (after tax)64.47(2.83)
For the year ended 30 June 2026
21
FOLEY WINES LIMITED | ANNUAL REPORT 2026

Statement of
Changes in Equity
For the year ended 30 June 2026
Fully PaidAsset
OrdinaryRevaluationRetained
SharesReserveEarningTotal
GroupNotes$’000$’000$’000$’000
Equity at 1 July 2025
86 , 51829,88125,600141,999
Profit for the year
––2,9372,937
Other comprehensive income for the year net of tax9
––––
Total comprehensive income for the year
––2,9372,937
Distributions to owners7
––(1, 315)(1, 315)
Transactions with owners during the year
––(1, 315)(1, 315)
Added to equity during the year
––1,6221,622
Equity at 30 June 2026
86 , 51829,88127,22214 3, 621
Dividends paid per share cps72.0
Fully PaidAsset
OrdinaryRevaluationRetained
SharesReserveEarningTotal
GroupNotes$’000$’000$’000$’000
Equity at 1 July 2024
86 , 51829, 7162 7,19 3143, 427
(Loss) for the year
––(1,857 )(1,857 )
Other comprehensive income for the year net of tax9
–429–429
Transfer from Asset Revaluation Reserve to Retained
Earnings10
–(264)264–
Total comprehensive (expense)/income
for the year
–16 5(1, 593)(1, 428)
(Subtracted)/Added to equity during
the year
–16 5(1, 593)(1, 428)
Equity at 30 June 2025
86 , 51829,88125,600141,999
Dividends paid per share cps7
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.
GroupGroup
20262025
Notes$’000$’000
Profit/(Loss) for the year
2 ,937(1,857 )
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Revaluation of property, plant and equipment
2.3.8, 9–37
Income tax on items taken directly to or transferred from equity
5.2–392
Other comprehensive income for the year, net of tax
–429
Total comprehensive income/(expense) for the year,
net of tax
2 ,937(1,428)
Statement of
Comprehensive Income
For the year ended 30 June 2026
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.
2223
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Statement of
Financial Position
(continued)
As at 30 June 2026
GroupGroup
20262025
Notes$’000$’000
CURRENT LIABILITIES
Trade and other payables117, 8 7 58 , 221
Loans and borrowings124,992632
Lease liabilities13. 21,2621,301
Convertible notes1410,90 010,90 0
Other financial liabilities15855310
Current tax liabilities5.31,327–
2 7, 21121, 36 4
NON-CURRENT LIABILITIES
Loans and borrowings1230,50039,988
Lease liabilities13. 29, 56311 , 3 8 5
Other financial liabilities15339-
Deferred tax liabilities5.415, 28216,084
55,6846 7, 4 5 7
TOTAL LIABILITIES82,89588,821
EQUITY
Share capital886 , 51886 , 518
Reserves929,88129,881
Retained earnings1027,22225,600
TOTAL EQUITY14 3, 621141,999
TOTAL LIABILITIES AND EQUITY226,516230,820
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.
Statement of
Financial Position
As at 30 June 2026
GroupGroup
20262025
Notes$’000$’000
CURRENT ASSETS
Cash and cash equivalents
874584
Trade and other receivables
1610 , 76 39, 4 43
Inventories
174 7, 3 7 849,142
Biological work in progress
18 & 201,6821,803
Prepaid expenses
352392
Current tax assets
5.3–345
61, 0 4961, 70 9
NON-CURRENT ASSETS
Property, plant and equipment
19121,10 6122,779
Right-of-use assets
13.18,69410,528
Intangible assets
2135,12535,125
Other financial assets
15–1
Other receivables
16542678
165,46716 9,111
TOTAL ASSETS
226,516230,820
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.
2425
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial
Statements
Statement of
Cash Flows
For the year ended 30 June 2026
GroupGroup
20262025
Notes$’000$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from (applied to)
Receipts from customers70 ,96180,290
Interest received2313
Payments to suppliers and employees(56 ,819)(59,846)
Interest and other costs of finance paid(2,093)(3,181)
Income tax paid(326)(1 ,112 )
Net cash flow from operating activities2211 , 74 616 ,16 4
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was obtained from (applied to)
Sale of property, plant and equipment1895
Purchase of property, plant and equipment19(3,907)(3 , 5 41)
Grower and other loans repaid127151
Net cash flow (applied to) investing activities(3, 762)(3,295)
CASH FLOW FROM FINANCING ACTIVITIES
Cash was provided from (applied to)
Dividends paid7(1, 315)–
Loans advanced22 (b)19, 3304 7, 5 0 0
Loans repaid22 (b)(24,458)(58,825)
Lease liabilities repaid22 (c)(1, 251)(1, 0 61)
Net cash flow (applied to) financing activities(7,694)(12, 386)
Net increase in cash held290483
Cash and cash equivalents at beginning of year584101
Cash and cash equivalents at end of year874584
Comprising: Cash and cash equivalents874584
These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.
26
FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.2 BASIS FOR PREPARATION (CONTINUED)
Judgements, Estimates and Assumptions and Material Accounting Policy Information
(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. The fair value of land takes into consideration the access to water
at each site. 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 19.
(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 20. 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 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 $11,000 for the
Group has been recorded in the current year (2025: (reversal) of impairment of $(37,000)). Refer to note 17.
(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 21.
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% (2025: 52.80%) owned by Foley Holdings New Zealand Limited, which in turn is owned 80.47%
by FFW Opco, LLC., a company domiciled in the United States of America.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
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.
These financial statements comply with the New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) and IFRS
Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board, and other applicable financial
reporting standards as appropriate for profit-oriented entities.
The financial statements were authorised for issue by the Directors on 28 August 2026.
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)), inventory produced from estate grown grapes at the point of harvest
(refer note 2.2(b)) and derivative financial instruments each of which have been measured at fair value. The reporting currency
(functional and presentational) is New Zealand dollars and all values are rounded to the nearest thousand dollars ($’000),
unless otherwise stated.
Judgements, Estimates and Assumptions and Material Accounting Policy Information
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
2829
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (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 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 or cash generating unit 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.
2.3.3 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.
2.3.4 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.
2.3.5 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. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.2 BASIS FOR PREPARATION (CONTINUED)
Judgements, Estimates and Assumptions and Material Accounting Policy Information
(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 13.
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 material accounting policy information is disclosed in section 2.3.
2.3 MATERIAL ACCOUNTING POLICY INFORMATION
The following material 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. Foley Reward Points are earned on purchases through the Foley Wine Club online store and on case purchases from
the Company cellar doors.

3031
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.8 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
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.
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.
2.3.9 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.
2.3.10 LOANS AND BORROWINGS
Borrowings are initially recorded at fair value of the consideration received, net of issue costs directly associated with the
borrowing. 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.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.6 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 Group’s incremental borrowing rate on commencement of the lease.
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.
2.3.7 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.
2.3.8 PROPERTY, PLANT AND EQUIPMENT
Land, land improvements (vineyards), including bearer plants (grape 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. 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. The Group’s policy is to revalue land, buildings, land
improvements and bearer plants every three years, with valuations performed more frequently if market evidence suggests
that property values have changed materially since the last valuation assessment.
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.

3233
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.15 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 26).
2.3.16 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 purchase gain.
2.3.17 GOODWILL
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see
2.3.16 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.
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.
2.3.18 CHANGES IN ACCOUNTING POLICIES
There have been no changes in accounting policies during the year except as noted in 2.3.19.1 below.
2.3.19 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS
2.3.19.1 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 2025, were adopted by the Group from 1 July
2025. 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:
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.11 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.
2.3.12 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. 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.
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.
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.
2.3.13 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 (including GST).
2.3.14 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. 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 are determined with reference to the quoted
market prices.
3435
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
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 affect 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.
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.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3 MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
2.3.19 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND
INTERPRETATIONS (CONTINUED)
2.3.19.1 Standards and interpretations effective in the current year (Continued)
• Lack of Exchangeability (Amendments to NZ IAS 21 Effect of Changes in Foreign Exchange Rates) – improves guidance
for determining when a currency is exchangeable and requires additional disclosures when currency exchangeability is
an issue - mandatory for annual periods beginning on or after 1 January 2025.
2.3.19.2 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:
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to NZ IFRS 7 and 9) – amend
the requirements related to settling financial liabilities using an electronic payment system; and assessing contractual
cash flow characteristics of financial assets with environmental, social and corporate governance (ESG) and similar
features – mandatory for annual periods beginning on or after 1 January 2026.
• Annual Improvements to NZ IFRS 2024 (Amendments to NZ IFRS 1, 7, 9 and 10 and NZ IAS 7) – minor clarifications
improvements and corrections to cross-referencing– mandatory for annual periods beginning on or after 1 January
2026.
• Contracts Referencing Nature Dependent Electricity (Amendments to NZ IFRS 7 and 9) - allows entities to better reflect
contracts referencing nature-dependent electricity (wind and solar) in the financial statements by clarifying “own use
criteria, permitting hedge accounting for these contracts and amending disclosure requirements– mandatory for annual
periods beginning on or after 1 January 2026.
• NZ IFRS 18 Presentation and Disclosure in Financial Statements – will supersede NZ IAS 1 Presentation of Financial
Statements and is intended to improve comparability and transparency in the presentation of financial statements –
mandatory for annual periods beginning on or after 1 January 2027.
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to NZ IFRS 10 and
NZ IAS 28) – mandatory for annual periods beginning on or after 1 January 2028.
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 will 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.
3637
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
GroupGroup
20262025
$’000$’000
3. PROFIT/(LOSS) FOR THE YEAR
Included in profit/(loss) before income tax for the year are the following:
REVENUE:
Sales revenue – sale of goods – bottled wine
62,80066,374
Sales revenue – other
4,9954 ,157
Total sales revenue
6 7, 7 9 570 , 531
Other revenue – rent received
5651
Other revenue – insurance proceeds
17–
Total revenue
67,86870,582
Included in profit/(loss) before income tax for the year are the following:
EXPENSES:
Amortisation – lease right-of-use assets
1,2241, 312
Depreciation
5,5735,868
Directors’ fees
240240
Employee benefits expense:
– Short-term employee benefits
11 , 8 0 713,187
Excise duty and HPA levy
6,0606 ,135
Fees paid to auditors (Deloitte Limited):
– Audit of the financial statements
139131
Cost of inventories recognised as expense
39, 41542,643
Included in other expenses for the year are the following:
Termination Benefits expense (note 24)
–1,80 0
Overseas Investment Office Consent Variation expenses
–51
Other Employment-related expenses
–169
Total other expenses
–2,020
3. PROFIT/(LOSS) FOR THE YEAR (CONTINUED)
Termination Benefits – During the year termination benefits associated with the former CEO were paid.
Overseas Investment Office (OIO) Consent Variations – During the prior year the Company incurred costs related to two
applications to the Overseas Investment Office to have the consents varied relating to the purchase of Mt Difficulty Wines
assets and business in January 2019 and the purchase of the Zebra Bendigo Vineyard in May 2022. The variations were
to resolve issues primarily associated with the timing of the redevelopment of the cellar door and restaurant and the planting
variety for the new vineyard area being planted at the Zebra Vineyard.
Other Employment-related expenses – During the prior year Legal and other costs associated with extraordinary employment
matters were paid.
GroupGroup
20262025
$’000$’000
4. INTEREST EXPENSE
Interest on loans and borrowings
1, 76 52,9 21
Interest on convertible notes
709709
Interest expense on lease liabilities
59
Interest expense on hire purchases
43
Total Interest expense
2,4833,642
3839
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
GroupGroup
20262025
$’000$’000
5. INCOME TAX
5.1 INCOME TAX RECOGNISED IN PROFIT
Income tax expense comprises:
Current tax expense – current year
1,998947
Current tax expense – adjustment to prior year
––
Current tax expense
1,998947
Deferred tax (benefit)/expense – origination & reversal of temporary differences
(802)(1, 4 66)
Deferred tax expense/(benefit) – adjustment to prior year
–(10)
Deferred tax (benefit)
(802)(1, 476)
Total income tax expense/(benefit)
1,196(529)
Reconciliation of income tax expense/(benefit):
Profit/(Loss) before income tax
4 ,133(2,386)
Income taxation expense/(benefit) calculated at current rate of 28%
1,157(668)
Non-deductible expenses
1228
Disposal of amortisable land improvements
427
Other deferred movements
2384
Prior period adjustment
––
Income tax expense/(benefit) as reported
1,196(529)
5.2 INCOME TAX RECOGNISED DIRECTLY IN OTHER
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 equipment
–(392)
5.3 CURRENT TAX ASSETS AND LIABILITIES
Current tax assets: Tax refund receivable
–345
Current tax liabilities: Tax payable
1,327–
5. INCOME TAX (CONTINUED)
5.4 DEFERRED TAX BALANCES
Taxable and deductible temporary differences arise from the following:
Balance SheetIncome Statement
GroupGroupGroupGroup
2026202520262025
$’000$’000$’000$’000
Deferred tax liabilities and assets
Property, plant and equipment
12, 49112, 788(309)(1, 722)
Brand intangible assets (value-in-use deferred tax)
5,15 05,15 0––
Fair value through profit or loss financial assets/liabilities
(334)(87)(247)5
Unused tax losses
(142)(130)––
Other including WET rebate receivable
999547
Inventories and biological work in progress
(1,205)(961)(244)238
Annual, sick leave and employee entitlements, accruals and
provisions
(192)(173)(19)(14)
Lease liabilities and right-of use assets
(585)(598)1310
Net deferred tax liabilities
15, 28216,084
Deferred tax (benefit)/expense
(802)(1, 476)
All deferred tax assets and liabilities are offset and disclosed as non-current.
GroupGroup
20262025
$’000$’000
5.5 IMPUTATION CREDITS
Imputation credits available for subsequent reporting periods based on a tax rate of 28%
16 ,17 714 ,179
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.
4041
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
GroupGroup
20262025
$’000$’000
6. EARNINGS/(LOSS) PER SHARE
Basic Earnings/(Loss) per share
4.47(2.83)
The calculation of basic earnings per share in respect of 2026 is based on profit of $2,937,000 (2025: (loss) of $(1,857,000))
and the weighted average of 65,736,148 ordinary shares on issue during the year (2025: 65,736,148).
Diluted Earnings/(Loss) per share4.47(2.83)
The calculation of diluted earnings per share in respect of 2026 based on profit of $3,447,000 (2025: (loss) of $(1,857,000))
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 (2025: 65,736,148) becomes anti-dilutive in the current year and
therefore the diluted earnings per share is the same as basic earnings per share.
The weighted average number of ordinary shares for the purposes of diluted earnings/(loss) per share reconciles to the
weighted average number of ordinary shares used in the calculation of basic earnings/(loss) per share as follows:
GroupGroup
20262025
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 end
7, 8 6 3 , 0 2 5–
Weighted average number of ordinary shares (Diluted)
73,599,1736 5, 736 ,14 8
In 2025 the Company made a loss and therefore the diluted earnings per share excludes the adjustment for interest on the
convertible notes after income tax and convertible notes shares outstanding at year end as this is anti-dilutive.
7. DISTRIBUTION TO OWNERS
The Company paid a final dividend for 2025 of 2 cents per share fully imputed on 24 October 2025 totalling $1,315,000
(2025: Nil). No final dividend for the current financial year has been declared and included in these financial statements.
A final dividend of 2 cents per share fully imputed, was approved by the Board on 28 August 2026 for payment on
23 October 2026 (refer note 29).
Parent 2026Parent 2025GroupGroup
Number of
shares issued
Number of
shares issued
20262025
$’000$’000
8. SHARE CAPITAL
FULLY PAID UP ORDINARY SHARES
Balance at beginning of financial year
6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518
Movements in share capital
––––
Balance at end of financial year
6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518
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.
8. SHARE CAPITAL (CONTINUED)
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 14 (2025: 7,863,025).
GroupGroup
20262025
$’000$’000
9. RESERVES
ASSET REVALUATION RESERVE
Balance at beginning of financial year
29,88129, 716
Transferred to retained earnings (net of tax)
–(264)
Revaluation of property, plant and equipment
–37
Deferred tax liability arising on revaluation (note 5.2)
–392
Balance at end of financial year
29,88129,881
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.
10. RETAINED EARNINGS
Balance at beginning of financial year
25,6002 7,19 3
Profit/(Loss) for the year net of tax, attributable to Shareholders of the Parent Co.
2,937(1,857 )
Dividends paid relating to 2025 (2025: relating to 2024)
(1, 315)–
27,22225,336
Transferred from asset revaluation reserve
–264
Balance at end of financial year
27,22225,600
11. TRADE AND OTHER PAYABLES
Trade creditors
4,4524,887
Employee entitlements
930741
Income in advance
324105
Other accruals
2,1692,488
7, 8 7 58 , 221
The carrying amount disclosed above is a reasonable approximation of the fair value. Trade payables are non-interest
bearing and are generally due within 30-90 days from balance date.
43
FOLEY WINES LIMITED | ANNUAL REPORT 2026
42
FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
12. BANK OVERDRAFT AND LOANS AND BORROWINGS
At amortised cost:GroupGroup
InterestInterest RateExpiry20262025
Rate %Review DateDate$’000$’000
Bank of New Zealand Term Loan 12
4.33% pa3 0 / 7/ 2 62 7/ 7/ 2 88,0 0112, 5 0 9
Bank of New Zealand Term Loan 13
4.33% pa3 0 / 7/ 2 62 7/ 7/ 2 822,50322,516
Bank of New Zealand Term Loan 08
4.58% pa3 0 / 7/ 2 63/5/274 ,9815, 581
IRD Small Business Loan
3.00% pa13/5/27714
Total loans and borrowings
35,49240,620
Weighted average effective interest rate on
BNZ Term Loans
4.37%5 .11%
Loans due within 1 year
4,992632
Total current loans and borrowings
4,992632
Loans due 1 to 2 years
–4,988
Loans due 2 to 5 years
30,50035,000
Total non-current loans and borrowings
30,50039,988
Total loans and borrowings
35,49240,620
BANK OF NEW ZEALAND (BNZ) 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 2026 was $5 million (2025: $5m).
• The $25 million BNZ Term Loan Facility (loan #12). This loan facility was drawn down on 26 June 2025. This loan
facility is an interest only facility until maturity on 27 July 2028. The full facility limit of $25 million is available for redraw
throughout the term. The interest margin and non-utilisation fee are linked to net leverage ratio. At 30 June 2026 the
margin was payable at 1.7% per annum above the base rate (2025: 1.7%). The base rate is the one month ‘BKBM’ rate
as quoted on the Reuters Monitor Money Rates Services page. A non-utilisation fee was payable of 0.68% pa (2025:
0.68% pa). All outstanding debt under the facility is repayable on the maturity date. The balance available to be re-
drawn at 30 June 2026 was $17 million (2025: $12.5m).
• The $22.5 million BNZ Term Loan Facility (loan #13). This loan facility was drawn down on 26 June 2025. This is
an interest only facility until maturity on 27 July 2028. The full facility limit of $22.5 million is available for redraw
throughout the term. The interest margin and non-utilisation fee are linked to net leverage ratio. At 30 June 2026 the
margin was payable at 1.7% per annum above the base rate (2025: 1.7% pa). The base rate is the one month ‘BKBM’
rate. The balance available to be re-drawn at 30 June 2026 was $Nil (2025: $Nil).
12. BANK OVERDRAFT AND LOANS AND BORROWINGS (CONTINUED)
BANK OF NEW ZEALAND FACILITIES (CONTINUED)
• The $6.5 million BNZ Term Loan Facility (loan #08). This loan facility converted on 14 August 2023 to an interest only
loan and was interest only until principal repayments of $50,000 per month recommenced from 30 September 2024
and these will continue until maturity on 3 May 2027. Interest is payable at 1.95% per annum above the base rate. The
base rate is the one month ‘BKBM’ rate. The loan facility limit reduces for the principal amounts repaid. The balance
available to be re-drawn at 30 June 2026 was $Nil (2025: $Nil). This loan is classified as current at balance date. The
loan will be repaid in full on 31 August 2026 utilising the $25 million BNZ Term Loan Facility (refer note 29).
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 reporting and financial covenants imposed by the Bank of New Zealand during the year. The
reporting covenants include provision of periodic accounts, budgets, valuations, insurance cover and compliance certificates.
The financial covenants, tested at the end of each quarter, are as follows: Shareholders’ Funds/Total Assets – minimum
50%; and EBITDA/Interest – minimum 2 times (EBITDA (Earnings before interest, tax, depreciation and amortisation) being
calculated on a last 12-month basis). The covenants apply to the BNZ Term Loans with a carrying value of $35,485,000 at
balance date (2025: $40,606,000). There were no circumstances existing at balance date or on the date that these financial
statements were signed that indicate the Company may have difficulty complying with the covenants.
IRD SMALL BUSINESS LOAN
Toast Martinborough Limited borrowed $21,800 from IRD as part of the IRD Small Business Cashflow Loan Scheme on 13 May
2022. The terms of the loan are that it was interest free during the first 24 months until 13 May 2024 and interest is then charged
at 3% pa. There were no repayment due during the first 24 months to 13 May 2024. Monthly repayments of $634 commenced
from 13 June 2024. The interest is not compounding and does not bear interest. The final repayment date is 13 May 2027.
13. LEASES
13.1 LEASE RIGHT OF USE ASSETS
LandMotor
LandBuildings
ImprovementsVehiclesTotal
Group$’000$’000$’000$’000$’000
Year ended 30 June 2026
Net carrying amount
At 1 July 2025
8,35811 01,9629810,528
Additions
–––––
Lease remeasurements
––(610 )–(610 )
Amortisation charge for the period
(595)(73)(497)(59)(1,224)
At 30 June 2026
7, 76 337855398,694

45
FOLEY WINES LIMITED | ANNUAL REPORT 2026
44
FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
13. LEASES (CONTINUED)
13.1 LEASE RIGHT OF USE ASSETS (CONTINUED)
LandMotor
LandBuildings
ImprovementsVehiclesTotal
Group$’000$’000$’000$’000$’000
Year ended 30 June 2025
Net carrying amount
At 1 July 2024
8,8061843,02815612 ,174
Additions
–––––
Lease remeasurements
140–( 4 74 )–(334)
Amortisation charge for the period
(588)(74)(592)(58)(1, 312)
At 30 June 2025
8,35811 01,9629810,528
The Group leases vineyard land, office space (buildings), producing vineyards (land improvements) and a motor vehicle
(harvester). The average lease term (including right of renewals) is 7.73 years at 30 June 2026 (2025: 8.62 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
20262025
$’000$’000
Amounts recognised in profit and loss:
Amortisation expense on right-of-use assets
1,2241, 312
Interest expense on lease liabilities
59
Interest expense on lease liabilities through cost of sales
3914 61
Expense relating to short-term leases
––
Expense relating to leases of low value assets
1515
At 30 June 2026, the Group is committed to $Nil for short-term leases (2025: $Nil).
The total cash outflow for leases during the period was $1,606,000 (2025: $1,794,000).
13.2 LEASE LIABILITIES
Classified as:
Current
1,2621,301
Non-Current
9, 56311 , 3 8 5
Total
10,82512,686

13. LEASES (CONTINUED)
13.2 LEASE LIABILITIES (CONTINUED)
GroupGroup
20262025
$’000$’000
Maturity analysis (undiscounted cash flows):
Year 1
1,6201, 719
Year 2
1,2321,645
Year 3
8941,286
Year 4
8491,048
Year 5
76 41,0 02
Over 5 Years
9, 62110,662
Total
14 ,98017, 3 6 2
The lease liabilities were reduced by $610,000 due to lease remeasurements during the year (2025: Reduced due to Lease
remeasurements $346,000 and increased due to new leases by $277,000).
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.
14. CONVERTIBLE NOTES
Foley Holdings New Zealand Limited
10,90 010,90 0
Disclosed as: Current convertible notes
10,90 010,90 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;

4647
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
14. CONVERTIBLE NOTES (CONTINUED)
• 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.
The component parts of convertible loan notes issued by the Group are classified separately as financial liabilities and equity
in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity
instrument.
GroupGroup
20262025
$’000$’000
15. OTHER FINANCIAL ASSETS/(LIABILITIES)
At fair value:
Foreign currency forward contracts
–1
Other financial liabilities – FVTPL - Current
–1
Other financial assets – FVTPL – Total
–1
Foreign currency forward contracts
(855)(310 )
Other financial liabilities – FVTPL - Current
(855)(310 )
Foreign currency forward contracts
(339)–
Other financial liabilities – FVTPL – Non-Current
(339)–
Other financial liabilities – FVTPL – Total
(1,19 4)(310)
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 23 for details of financial instruments used by the Group.
16. TRADE AND OTHER RECEIVABLES
Trade receivables
10 ,18 88,788
Other receivables
1 ,1171,333
11 , 3 0 510 ,121
Current
10 , 76 39, 4 43
Non-Current
542678
16. TRADE AND OTHER RECEIVABLES (CONTINUED)
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.
GroupGroup
20262025
$’000$’000
Not Past Due
10,0648 , 74 8
Past Due 1-30 days
10–
Past Due 31-60 days
211
Past Due 61-90 days
––
Past Due > 91 days
9339
10 ,18 88,788
Trade receivables that are less than 90 days past due are generally not considered impaired. As of 30 June 2026 trade
receivables of $124,000 (2025: $40,000) 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 $647,000 (2025: $828,000). 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% for the advance in 2022 and 2.26% for the advance in 2021. The expense relating to the
present value of new grower advances recorded during the year was $55,000 (2025: $Nil). Interest income/receivable for
the year was $24,000 (2025: $30,000). 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 (2025: $Nil). No bad debts were written off
during the year (2025: $Nil) and nothing was recovered from prior years (2025: $Nil). The gross debt relating to the trade
receivables which were considered to be impaired at balance date was $Nil (2025: $Nil).
4849
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
GroupGroup
20262025
$’000$’000
17. INVENTORIES
Raw materials
510573
Consumable stores
204172
Work in progress
28,39831, 741
Finished goods
18,35016 , 730
Impairment of inventory
(84)(73)
Total inventories at lower of cost and net realisable value
4 7, 3 7 849,142
Impairment of Inventory:
Opening balance
7311 0
Impairment charge reversal during the year
(73)(86)
Impairment charge during the year
8449
Closing balance
8473
Cost of inventories recognised as expense during the year
39, 41542,643
18. BIOLOGICAL WORK IN PROGRESS
Growing costs related to next harvest
1,6821,803
The growth on the vines in the period from harvest to 30 June 2026 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
$1,682,000 (2025: $1,803,000).
19. PROPERTY, PLANT AND EQUIPMENT
Land
FreeholdImprove-BearerPlantCapital
FreeholdBuildingsmentsPlantsEquip. &Work in
Land atat Fairat Fairat FairVehiclesProgress
Fair ValueValueValueValueat Costat CostTotal
Group$’000$’000$’000$’000$’000$’000$’000
Year ended 30 June 2026
At 1 July 2025, net of
accumulated depreciation
and impairment
43,75930,6248,40718,8902 0 , 613486122,779
Reclassifications
–––––––
Additions
–495573881,4791,4363,909
Disposals
––––(9)–(9)
Revaluations
–––––––
Depreciation charge for the
year
–(634)(542)(573)(3,824)–(5,573)
At 30 June 2026, net of
accumulated depreciation
and impairment
43,75930,0398,42218, 70518,2591,922121,10 6
At 30 June 2026
Fair value
43,75930,6248,40718,890––101,68 0
Cost
–4955738854,5891,92257,505
Accumulated depreciation
(accum impairment nil)
–(634)(542)(573)(36,330)–(38,079)
Net carrying amount
43,75930,0398,42218, 70518,2591,922121,10 6
51
FOLEY WINES LIMITED | ANNUAL REPORT 2026
50
FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
19. 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 2025
At 1 July 2024, net of
accumulated depreciation
and impairment
42,58634,8597, 8 7 222,34321,95548613 0 ,101
Reclassifications
–(13)(20)–33––
Additions
–766123502,503–3 , 5 41
Disposals
–(1)(70)(346)(8)–(425)
Revaluations
1,173(3, 576)578( 2 , 74 5 )––(4,570)
Depreciation charge for the
year
–(721)(565)(712)(3,870)–(5,868)
At 30 June 2025, net of
accumulated depreciation
and impairment
43,75930,6248,40718,8902 0 , 613486122,779
At 30 June 2025
Fair value
43,75930,6248,40718,890––101,68 0
Cost
––––53,8954865 4 , 381
Accumulated depreciation
(accum impairment nil)
––––(33,282)–(33,282)
Net carrying amount
43,75930,6248,40718,8902 0 , 613486122,779
COMMITMENTS:
At balance date the Group had capital commitments of $199,000 for bearer plants (grape vines) (2025: $274,000). The
Group has also committed in 2026 and 2025 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
Year ended 30 June 2026:
A market overview was performed as at 30 June 2026 by registered independent valuer Colliers Limited. Management and
the directors have concluded the carrying amount does not differ materially from the fair value therefore no revaluation was
required for the current year for land, buildings, land improvements and bearer plants.

19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS
(CONTINUED)
Year ended 30 June 2025:
Land, buildings, land improvements and bearer plants (grape vines) were valued at fair value under the principle of highest
and best use by Colliers International, registered independent valuers, on 30 June 2025. Full valuations are undertaken when
there has been a material movement in the value of these assets as determined by the Independent Valuer. 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 $73,000 to $346,000 (2022: $113,000 to $388,000). 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 23(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 were 7.25%. 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 23(j)). 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, $28,252,000, $7,390,000 and $14,692,000 respectively (2025: $23,713,000,
$28,203,000, $6,833,000 and $14,304,000). 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 Mt Difficulty Cellar door/Restaurant redevelopment and the Vavasour
wastewater treatment plant, is included at cost until completed (2025: Mt Difficulty Cellar door/Restaurant).
Insurance cover has been taken out over buildings, land improvements and plant, equipment and vehicles.
20. 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 19. 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 2026 the Group held approximately 227 hectares of land owned or leased by the Company in
Marlborough (2025: 227), 192 hectares of land owned or leased by the Group in Martinborough (2025: 192) and 194
hectares of land owned or leased by the Group in Central Otago (2025: 194). 187 hectares are currently in commercial
production in Marlborough (2025: 174), 133 hectares in Martinborough (2025: 135) and 142 hectares in Central Otago
(2025: 149).
5253
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
20. BIOLOGICAL ASSET PRODUCE (CONTINUED)
During the year ended 30 June 2026 the Company harvested 4,052 tonnes of grapes (2025: 4,514). 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 2026 harvest was an unrealised loss of $3,187,000 (2025: $1,317,000). The 2026 year loss was high due the market
price of grapes per tonne being lower that vintage. Refer to note 18 for recognition of the biological transformation between
the time of harvest and balance date.
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
20262025
$’000$’000
21. INTANGIBLE ASSETS
TRADEMARKS
At start of period, net of impairment
154154
Additions during the year
––
At 30 June, net of impairment
154154
Cost (gross carrying value)
154154
Accumulated impairment losses
––
Net carrying amount
154154
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 impairment
16 , 30316 , 303
Additions during the year
––
At 30 June, net of impairment
16 , 30316 , 303
Cost (gross carrying value)
16 , 30316 , 303
Accumulated impairment losses
––
Net carrying amount
16 , 30316 , 303
21. 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 (2025: $5,150,000).
GroupGroup
20262025
$’000$’000
BRANDS AND INTELLECTUAL PROPERTY
At start of period, net of impairment
18,66818,668
Additions - current year additions
––
At 30 June, net of impairment
18,66818,668
Cost (gross carrying value)
18,66818,668
Accumulated impairment losses
––
Net carrying amount
18,66818,668
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 ASSETS
35,12535,125
(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, Tax, Depreciation and Amortisation (EBITDA) estimated growth rate: 2.5% pa (2025:
2.6%); Terminal value of 2.5% (2025: 2.6%); a period of projection of five years, a pre-tax discount rate 9.5% pa (2025: 9.1%
pa) and EBITDA. The recoverable amount determined did not indicate any impairment and no adjustment was deemed to be
required.
Reasonable possible changes in the key assumptions on which recoverable amount is based that would cause the aggregate
carrying amount to exceed the aggregate recoverable amount of the cash-generating unit, assuming everything else is held
constant, are an increase in the discount rate to 9.6%, a reduction in the terminal growth rate to 2.4% or a 0.8% reduction in
pre-tax cash flow projections.
5455
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
22. CASH FLOW INFORMATION
(A) RECONCILIATION OF PROFIT/(LOSS) FOR THE YEAR TO NET CASH FLOW FROM
OPERATING ACTIVITIES
GroupGroup
20262025
$’000$’000
PROFIT/(LOSS) AFTER INCOME TAX FOR THE YEAR
2,937(1,857 )
NON-CASH ITEMS:
Depreciation
5,5735,868
Amortisation – lease right-of-use assets
1,2241, 312
(Decrease) in deferred tax
(802)(1, 4 66)
Bad debts written off
––
Impairment loss recognised on inventories
11(37)
Adjustments resulting from revaluation of grapes
8 61(814)
(Gain)/Loss on disposal of property, plant and equipment
(11)330
Loss on asset revaluations
–4,607
Grower advance adjustments
31(30)
Unrealised loss/(gain) in fair value of financial assets/liabilities
885(18)
7, 7 7 29, 752
MOVEMENTS IN WORKING CAPITAL BALANCES:
Trade and other receivables
(1,342)5,16 0
Inventories
8922,132
Biological work in progress
12197
Prepaid expenses and other current assets
40(12)
Trade and other payables
(346)1,067
Current tax assets/liabilities
1,672(175)
1,0378,269
NET CASH FLOW FROM OPERATING ACTIVITIES
11 , 74 616 ,16 4

(B) NET LOANS AND BORROWINGS RECONCILIATION
Total Loans and borrowings (refer note 12)
35,49240,620
Loans advanced during the year – cash inflow
19, 3304 7, 5 0 0
Loans repaid during the year – cash outflow
(24,458)(58,825)
Net movement in net debt
(5,128)(11 , 3 2 5 )
22. CASH FLOW INFORMATION (CONTINUED)
(C) NET LEASE LIABILITY RECONCILIATION
GroupGroup
20262025
$’000$’000
Total Lease liabilities repayable (refer note 13.2)
10,82512,686
Leases recognised due to lease remeasurement and additions – non-cash
(610 )57
Lease liabilities repaid during the year - cash outflows
(1, 251)(1, 0 61)
Lease liabilities – net movement
(1, 8 61)(1,0 0 4)
23. 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 12, convertible notes disclosed in note 14,
cash and cash equivalents and equity, comprising issued capital, reserves and retained earnings as disclosed in notes 8, 9
and 10 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) MATERIAL ACCOUNTING POLICY INFORMATION
Details of the material accounting policy information 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 $22 million (2025: $17.5 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.
5657
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
23. 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 23(e))
and interest rates (refer note 23(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.
There were no interest rate swaps entered into in the current or prior year.
(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, converted at the foreign exchange rates in note 31 are:
GroupGroup
20262025
$’000$’000
Cash and cash equivalents
767149
Trade and other receivables
4,6726 , 613
Trade and other payables
(1,296)(1,174 )
Net exposure at balance date
4 ,14 35,588
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/(increase) by $231,000, $(71,000), $155,000 and $61,000 respectively for the Group (2025: $273,000,
$51,000, $146,000 and $38,000). If there was a 10% downward movement in the New Zealand dollar against the relevant
currencies the profit before tax and equity would increase/(decrease) by $282,000, $(86,000), $189,000 and $75,000
respectively for the Group (2025: $333,000, $63,000, $178,000 and $47,000). 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.
23. 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 are determined with reference to the quoted market prices.
The aggregate notional principal of forward foreign exchange contracts outstanding for the Group as at balance date was
$29,484,000 (2025: $23,052,000). The aggregate notional principal of foreign exchange option contracts outstanding at
balance date was a net of $Nil (2025: $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 12 and note 14.
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 $390,000 (2025: $453,000) 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 decreased during the current year mainly due to the decrease in
floating interest rate exposure.
5859
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
23. 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 $22 million (2025:
$17.5 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 12 for the weighted average effective interest rate.
23. FINANCIAL INSTRUMENTS (CONTINUED)
(H) LIQUIDITY RISK MANAGEMENT (CONTINUED)
Less thanGroupOver
1 year1-2 years2-5 years5 years
$’000$’000$’000$’000
Group 2026
Trade and other payables
7, 8 7 5–––
Loans and borrowings
6,4921,32430,598–
Convertible notes
11 , 6 0 9–––
Lease liabilities
1,6201,2322,5079, 621
2 7, 5 9 62,55633,10 59, 621
Group 2025
Trade and other payables
8 , 221–––
Loans and borrowings
2,6696,97936 ,914–
Convertible notes
11 , 6 0 9–––
Lease liabilities
1, 7191,6453,33610,662
24 , 2188,62440,25010,662
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 2026
Forward exchange contracts – cash inflows
10,3557, 31911 , 81 0–
Forward exchange contracts – cash outflows
(10,9 02)( 7, 6 2 0 )(12,14 4)–
(547)(3 01)(334)–
Group 2025
Forward exchange contracts – cash inflows
6 , 2 746,68710,091–
Forward exchange contracts – cash outflows
(6,443)(6,826)(10,0 9 0)–
(169)(139)1–
6061
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
23. 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
20262025
$’000$’000
Financial assets FVTPL
Other financial assets (derivative financial assets) – Current
––
Other financial assets (derivative financial assets) – Non-Current
–1
Total financial assets
–1
Financial liabilities FVTPL
Other financial liabilities (derivative financial liabilities) – Current
(855)(310 )
Other financial liabilities (derivative financial liabilities) – Non-Current
(339)–
Total financial liabilities
(1,194)(310 )
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
(885)18
(885)18
24. 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:
GroupGroup
20262025
$’000$’000
Short-term employee benefits
1,6733, 715
The prior year included termination benefits of $1,800,000 – refer note 3.
25. 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% (2025: 52.80%) of the shares in Foley Wines Limited. The ultimate parent is FFW
Opco LLC., who own 80.47% of Foley Holdings New Zealand Limited and as such owns 42.49% (2025: 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 Companyoration20262025
Vavasour Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Goldwater Wines Ltd
Non-operatingFoley Wines LtdNZ
10 0%10 0%
Clifford Bay Wines Ltd
Non-operatingFoley Wines LtdNZ
10 0%10 0%
Te Kairanga Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Grove Mill Wine Company Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Sanctuary Wine Company Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
The New Zealand Wine Company Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Martinborough Vineyard Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Mt Difficulty Wines Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Burnt Spur Ltd
Non-operatingFoley Wines LtdNZ10 0%10 0%
Toast Martinborough LtdEvents managementFoley Wines LtdNZ10 0%10 0%
FWines UK Ltd
Non-operatingFoley Wines LtdUK10 0%10 0%
.
6263
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
25. RELATED PARTY DISCLOSURES (CONTINUED)
(B) TRANSACTIONS WITH RELATED PARTIES – DIRECTORS AND KEY MANAGEMENT
PERSONNEL
Details of the compensation paid to Directors and key management personnel are set out in note 24.
GroupGroup
20262025
$’000$’000
Certain Directors and key management personnel have interests in contracts with the
Group as follows.
PR Brock (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
8731
PR Brock (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
(30)111
PR Brock (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
15870
AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
–60
AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
–229
AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
–99
(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 $8,938,000 (2025: $11,040,000). Commissions/
Management fees paid in relation to sales during the year totalled $125,000 (2025: $159,000), Discounts in
relation to the new US tariffs were $(139,000) (2025: $139,000) and Advertising and Promotion cost contributions/
market support (A&P), which are included in Selling, marketing and promotion expenses in the Income Statement,
totalled $763,000 (2025: $1,267,000). A&P provided to importers/distributors by wine companies are common
for the wine industry business to co-fund the promotion of the products of the Company.
(ii) Interest was paid/payable to Foley Holdings New Zealand Limited the parent of the Foley Wines Limited under the
convertible note (note 14). Interest paid/payable for the year was $709,000 (2025: $709,000).
(iii) 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 $35,000 (2025: $29,000). Accommodation, meals,
events, contract labour and services, and vouchers for Foley Rewards provided by Wharekauhau to the Company
during the year totalled $45,000 (2025: $15,000).
(iv) Lighthouse Gin product was purchased for global distribution from Lighthouse Distillery Limited, a company
owned by Paul Brock, Director and Board Chair. Purchases during the period totalled $87,000 (2025: $91,000).
Administration services, rental, electricity and contract distilling services were provided to Lighthouse Distillery
Limited during the period of $158,000 (2025: $169,000). Lighthouse Distillery Limited paid the Company a sales
commission on spirits sold direct to customer during the year of $(30,000) (2025: $340,000).
(v) Sales were made to Foley Hospitality Limited group restaurants, a group owned 100% by Foley Holdings New
Zealand Limited. Sales for the year were $437,000 (2025: $463,000). Meals, events, contract labour, training
and vouchers for Foley Rewards were provided by Foley Hospitality to the Company during the year of $43,000
(2025: $25,000). Contract services from the CEO/Interim CEO provided by Foley Hospitality of $210,000 were
charged during the year (2025: $77,000).
25. RELATED PARTY DISCLOSURES (CONTINUED)
(C) TRANSACTIONS WITH OTHER RELATED PARTIES (CONTINUED)
(vi) Sales were made to Foley Hotels LP (trading as Eichardt’s Private Hotel), an entity ultimately owned by Bill Foley.
Sales for the year totalled $20,000 (2025: Nil). Contract services for marketing services provided by Foley Hotels
LP of $5,000 were charged during the year (2025: Nil).
GroupGroup
20262025
$’000$’000
Amounts owing to related parties as at balance date:
Foley Holdings New Zealand Limited – convertible note
10,90 010,90 0
Wharekauhau Country Estate Limited
–2
Foley Hospitality Limited
712
Foley Hotel LP (trading as Eichardt’s Private Hotel)
5–
Lighthouse Distillery Limited
66
Amounts owing from related parties as at balance date:
Foley Family Wines, Inc.
2,2692,880
Lighthouse Distillery Limited
109146
Foley Hospitality Limited
3633
Foley Hotel LP (trading as Eichardt’s Private Hotel)
10–
26. 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 $18,359,000 (2025: $18,469,000), $8,938,000 (2025: $11,040,000), $8,937,000 (2025:
$7,963,000), $5,300,000 (2025: $7,040,000), $2,261,000 (2025: $1,411,000) and $1,648,000 (2025: $4,185,000)
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 2026 or 2025. The second largest customer is a related party (2025: second) – refer note 25.
The Group derived sales revenue from New Zealand customers of $28,544,000 and overseas customers of $39,251,000
(2025: NZ $29,210,000; Overseas $41,321,000).
27. 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 $199,000 for bearer plants (grape vines) (2025: $274,000). The
Group has also committed to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/
Restaurant redevelopment.
28. CONTINGENT LIABILITIES
There were no contingent liabilities at balance date (2025: Nil).
6465
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Notes to the
Financial Statements
(continued)
For the year ended 30 June 2026
29. SUBSEQUENT EVENTS
On 2 July 2026 the Company entered into a Deed of Lease in relation to approximately 1.35Ha of land in Central Otago.
The new lease effective from 1 August 2025, however, as the lease was not executed and enforceable as at 30 June 2026, no
lease liability or right-of-use asset has been recognised in these financial statements. On 2 July 2026, the Group recognised
an increase in lease right-of-use assets and lease liabilities following the lease recognition of $81,000.
On 31 July 2026 the Company entered into a Deed of Lease in relation to a fully producing vineyard in Central Otago. The
new lease effective from 1 July 2026 resulted in an increase in lease right-of-use assets and lease liabilities following the lease
recognition of $208,000 on 1 July 2026.
On 28 August 2026 the Board approved for the balance of the $6.5 million BNZ Term Loan Facility (loan #08) to be repaid
in full on 31 August 2026 using the existing $25 million BNZ Term Loan Facility (loan #12).
On 28 August 2026 the Board approved a final dividend of 2 cents per share, fully imputed, for payment on 23 October
2026.
No other material events have occurred since balance date.
30. NET TANGIBLE ASSETS PER SHARE
GroupGroup
20262025
$’000$’000
Net tangible assets per share
1.651.63
The calculation of net tangible per share in respect of 2026 is based on net tangible assets of $108,496,000, being Net assets
$143,621,000 less intangible assets $35,125,000 (2025: $106,874,000, being Net assets $141,999,000 less intangible
assets $35,125,000) and the 65,736,148 ordinary shares on issue at balance date (2025: 65,736,148).
31. FOREIGN CURRENCY EXCHANGE RATES
The following spot foreign exchange rates have been applied
at balance date:30 June 202630 June 2025
NZ $1.00 =FWL BuyFWL SellFWL BuyFWL Sell
Australian dollar
0 . 81700.82360.91890.9263
United States dollar
0.56300. 56760.60060.6054
Great British pound
0.42470 . 42810. 43910.4426
Euro
0.49270.49670. 51340 . 5175
Independent
Auditor’s
Report
66
FOLEY WINES LIMITED | ANNUAL REPORT 2026

xxx

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited and its
subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30 June
202
6, 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 material accounting policy information.

In our opinion, the accompanying consolidated financial statements, on pages 21 to 66,
present fairly, in all material respects, the consolidated financial position of the Group as at 30
June 2026, and its consolidated financial performance and cash flows for the year then ended
in accordance with New Zealand Equivalents to IFRS Accounting Standards (‘NZ IFRS’) as
issued by the External Reporting Board and IFRS Accounting Standards (‘IFRS’) as issued by the
International Accounting Standards Board.
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
Consolidated 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)
(‘PES 1’) 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)
(‘IESBA Code’) as applicable to audits of financial statements of public interest entities. We
have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA
Code.
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.
Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the
Group that in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced (the
‘quantitative’ materiality). In addition, we also assess whether other matters that come to our
attention dur
ing the audit would in our judgement change or influence the decisions of such a
person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit
work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $600,000.
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.






xxx

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 21, the Group has $35.1m of intangible
assets with indefinite useful lives at 30 June 2026, of which
$16.3m 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, tax,
depreciation and amortisation (‘EBITDA’) over a five-year period
(based on the budget for the next financial year and with an
estimated growth rate applied thereafter), a terminal value
growth rate and the pre-tax discount rate (‘discount rate’). The
model is sensitive to changes in discount rate, EBITDA, and
terminal growth.
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 cash-
generating unit 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 growth rate used;
•
Performing sensitivity analysis on the earnings growth rate,
terminal growth rate, discount rate and EBITDA to
determine the extent to which any changes in these inputs
would result in impairment in the goodwill and indefinite
life intangible assets;
• Reperforming 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
consolidated financial statements and the audit report.
Our opinion on the consolidated 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 consolidated 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 consolidated financial
statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of
the consolidated 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
consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated 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.

73

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited and its subsidiaries
(the ‘Group’), which comprise the statement of financial position as at 30 June 2025, 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 material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 25 to 71, present
fairly, in all material respects, the financial position of the Group as at 30 June 2025, and its financial
performance and cash flows for the year then ended in accordance with New Zealand Equivalents to
IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting Board and IFRS
Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board.
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 Consolidated
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.
Audit materiality


We consider materiality primarily in terms of the magnitude of misstatement in the consolidated
financial statements of the Group that in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during the
audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
We determined materiality for the Group financial statements as a whole to be $480,000.
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.






73

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited and its subsidiaries
(the ‘Group’), which comprise the statement of financial position as at 30 June 2025, 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 material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 25 to 71, present
fairly, in all material respects, the financial position of the Group as at 30 June 2025, and its financial
performance and cash flows for the year then ended in accordance with New Zealand Equivalents to
IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting Board and IFRS
Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board.
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 Consolidated
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.
Audit materiality


We consider materiality primarily in terms of the magnitude of misstatement in the consolidated
financial statements of the Group that in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during the
audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
We determined materiality for the Group financial statements as a whole to be $480,000.
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.





6869

Corporate
Governance
Statement

xxx

Auditor’s responsibilities for the
audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial
statements is located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-
report-1-1/
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.





Bryce Henderson, Partner
for Deloitte Limited
Auckland, New Zealand
28 August 2026

This audit report relates to the consolidated financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30 June 2026 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 consolidated financial statements since they were initially presented
on the website. The audit report refers only to the consolidated financial statements named above. It does not provide an opinion on any other information which may
have been hyperlinked to/from these consolidated 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 consolidated financial statements and related audit report dated 28 August 2026 to
confirm the information included in the audited consolidated financial statements presented on this website.


73

Independent Auditor’s Report
To the Shareholders of Foley Wines Limited
Opinion
We have audited the consolidated financial statements of Foley Wines Limited and its subsidiaries
(the ‘Group’), which comprise the statement of financial position as at 30 June 2025, 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 material
accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 25 to 71, present
fairly, in all material respects, the financial position of the Group as at 30 June 2025, and its financial
performance and cash flows for the year then ended in accordance with New Zealand Equivalents to
IFRS Accounting Standards (‘NZ IFRS’) as issued by the External Reporting Board and IFRS
Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board.
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 Consolidated
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.
Audit materiality


We consider materiality primarily in terms of the magnitude of misstatement in the consolidated
financial statements of the Group that in our judgement would make it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during the
audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
We determined materiality for the Group financial statements as a whole to be $480,000.
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.





70

Corporate Governance
Statement
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
Foley Wines Limited (“the Group”) 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.
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 2026 and has been approved by the Board. For further
information refer to the Company’s website (www.foleywines.co.nz).
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
2026 (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 – ETHICAL STANDARDS
“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 Code was last reviewed by the Board in
August 2025.
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.
In addition, the Group has a Modern Slavery Policy, which provides for a zero-tolerance approach to all forms of forced
labour, including modern forms of slavery and any form of human trafficking within our supply chain.
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 2026.

Corporate Governance
Statement
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. The 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 2025.
NOMINATION AND APPOINTMENT OF DIRECTORS
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)
Corporate Governance
Statement
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
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
two Directors must be independent, as defined in the NZX Listing Rules. The NZX Code recommends that the Board
consists of a majority of Independent Directors, that Board Chairman is independent and 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, including
the Board Chair. 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. A director’s interests, position and relationships as well as the factors set out in Table 2.4 of the NZX
Code have been considered holistically in determining the director’s independence status. The Board Chair 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 2026 was:
Board and Key Management Personnel:
Gender Diversity: At 30 June 2026 the Directors were all Male (4) (2025: Male 100%) and the Key Management Personnel
were 60% Male (3) and 40% Female (2) (2025: Male 60%; Female 40%).
For all employees at 30 June 2026 based on information provided by employees:
Gender Diversity: 49% were Male and 51% were Female (2025: Male 45%; Female 55%).
Ethnic Diversity: Ethnicity they identify with: European 71%; Māori 9%; Pacific 4%; Asian 5%; Americas 7% and Africa
4% (2025: European 74%; Māori 9%; Pacific 3%; Asian 7%; and Other 7%).
Age Breakdown: < 20 1%; 20-29 13%; 30-39 31%; 40-49 25%; 50-59 22%; 60-69 7%; 70-79 1% (2025: < 20 3%; 20-29
13%; 30-39 29%; 40-49 27%; 50-59 19%; 60-69 8%; 70-79 1%).
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)
NOMINATION AND APPOINTMENT OF DIRECTORS (CONTINUED)
The Board skills matrix (prepared under the aggregate methodology) below outlines the key skills and elements describing
these skills determined as relevant by the Board, and the number of directors who have self-assessed their competency
against these skills as high, direct or aware. “High” representing high level of competency and experience, “Direct”
representing direct and practical experience, and “Aware” representing awareness.
SKILLS KEY ELEMENTS LEVEL OF SKILL
HIGHDIRECTAWARE
Corporate
governance
experience
Experience as a director, experience in governance structures.31–
Strategic oversightAbility to identify strategic opportunities and threats with
demonstrated success in developing and implementing
strategic priorities and achievement of business objectives.
31–
Risk management
oversight
Experience in implementing, managing or overseeing risk
management and compliance frameworks including legal and
regulatory compliance.
3–1
Financial literacyAbility to read and comprehend corporate accounts, financial
materials and financial reporting requirements. Senior
executive or equivalent experience in financial accounting
and reporting, corporate finance, risk and internal controls.
3–1
Leadership/executive
experience
Experience in CEO and/or other senior corporate leadership
roles.
211
Wine IndustryExperience in the wine industry such as in viticulture or
winemaking.
121
Food and BeverageExperience in the food, beverage and hospitality industry121
Marketing and brand
expertise
Experience in marketing, omnichannel, brand development,
customer relationships.
211
Manufacturing and
Supply chain
Experience in a manufacturing company in terms of transport
and export logistics and supply chain.
31–
Global marketsExperience operating in overseas markets.211
Capital Markets
experience with a
Public Listed Entity
Capital markets, capital raisings, experience in a listed entity
as a Board member, CEO or senior executive.
3–1
Government and
regulatory
engagement oversight
Engagement with government stakeholders, legal, policy and
regulatory environments.
211
Sustainability and
environmental
Sustainability frameworks, understanding potential risk and
opportunities from an environmental perspective.
121
People, culture and
human rights (social)
experience
Experience overseeing CEO and senior management
including capability assessment/talent management,
governing remuneration, and experience in relation social
responsibility.
31–
Health, safety and
wellbeing oversight
Implementing health, safety and wellbeing strategies,
proactive identification and prevention of health and
safety risks.
31–
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Corporate Governance
Statement
(continued)
Corporate Governance
Statement
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
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 2025.
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.
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 2026. 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 CEO and Directors’ 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 into 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’ ordinary 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. Approval was last sought in 2018, when the
maximum aggregate amount of fees payable to Directors was set at $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.
The Board reviews annually and recommends to Shareholders any increase in Directors’ fees. The criteria for reviewing
Non-Executive Director remuneration includes obtaining advice from independent 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.
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Corporate Governance
Statement
(continued)
Corporate Governance
Statement
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
PRINCIPLE 5 – REMUNERATION (Continued)
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 criteria for reviewing the remuneration for senior executives includes, as appropriate, advice obtained from external
consultants, participation in independent surveys, specific market comparison of individual roles, and level of achievement
against business and personal objectives.
The total remuneration paid to the CEO for the year ended 30 June 2026 is disclosed in Section 3 of the Statutory
Information section of this Annual Report where the CEO is an Executive Director. 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 (formerly Interim CEO) Mike Higgins is employed as a contractor
from Foley Hospitality Limited on an annual fee of $210,000 (2025: 210,000), being 50% of his base salary ($400,000)
(2025: $400,000) and car allowance ($20,000) (2025: $20,000). Mike Higgins as CEO/Interim CEO was eligible for the
short-term incentive scheme for the current year. A formal short-term incentive (STI) scheme was implemented from the
year ended 30 June 2021 with a target value of 50% of base salary based on the achievement of predetermined operational
profitability targets (EBIT) and other performance objectives aligned with assessing progress on executing the long-term
strategy of the company. The target value for the current year was $100,000 (2025: $312,500). A maximum amount of
$150,000 (2025: $468,750) is payable for outstanding performance. The Board determines the operating EBIT gateway,
objectives, weighting, value, threshold and outperformance criteria each year. Board discretion on the impact of outside
influences applies. During the year the Board approved a STI payment of $120,000 (2025: $Nil). There was no long-term
incentive scheme in place during the current or prior year. Former CEO and Executive Director Mark Turnbull’s annual
base salary for the year ended 30 June 2025 was $625,000. Mark Turnbull was paid termination benefits of $1,800,000
during the 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 reviews the risk management framework annually. 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.
PRINCIPLE 6 – RISK MANAGEMENT (Continued)
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.
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 2026.
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 Deloitte Limited Lead Audit Partner Bryce Henderson was appointed from the 2025 Audit.
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.

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Corporate Governance
Statement
(continued)
For the year ended 30 June 2026
PRINCIPLE 7 – AUDITORS (CONTINUED)
EXTERNAL AUDITOR (CONTINUED)
The External Auditor is responsible for assessing underlying control systems to provide recommendations to the Board so
they can produce accurate and consistent reports on which Shareholders may rely and, to assist meeting this 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
receive 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.
Statutory
Information
80
FOLEY WINES LIMITED | ANNUAL REPORT 2026

Statutory
Information
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
1. DIRECTOR PROFILES
PAUL BROCK – INDEPENDENT CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR
Paul Brock was appointed to the Board with effect from 1 November 2018 and was appointed Deputy Chairman from
that date. Paul was appointed Chairman of the Board on 1 April 2023 following the resignation of William P Foley II as
Chairman of the Board on 31 March 2023.
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.
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 the Massey University Business School Advisory Board. He has also been 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 Kiwi Wealth Management Ltd and Cigna Life Insurance New Zealand Ltd.
Paul is currently Chair of Tourism New Zealand, Chair of Chubb Life Insurance New Zealand, a Director of Southern Sky
Dairies Ltd and a Council Member of Massey University.
Paul holds a Bachelors degree in Business Studies from Massey University.
Paul has advised that he is also a Director of the following entities: StratX Limited, Tussock Creek Dairies Limited,
Riversdale Dairies Limited, North South Farms Limited, Owaka Dairies Limited, Five Rivers Dairies Limited, Mount Bee
Dairies Limited, Ten K Dairies Limited, and Two Rivers Dairies Limited, Southern Sky Kiwi Limited.
The Board have determined that Paul Brock 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.
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 13 years and determined that he is
sufficiently independent from management particularly considering the change in CEO in early 2025. Tony continues to
demonstrate a high level of independence in both thought and action.
Statutory
Information
1. DIRECTOR PROFILES (CONTINUED)
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 and has been a partner of financial advisory firm Calibre Partners for 35 years, 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 is a life member of Restructuring Insolvency & Turnaround
Association of New Zealand (RITANZ). Grant is a chartered member of the Institute of Directors in New Zealand.
Grant’s 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), Halberg Trust Foundation (Trustee).
The Board have determined that Grant Graham is an Independent Director in accordance with the NZX Listing Rules.
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.
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.
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Statutory
Information
(continued)
Statutory
Information
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
1. DIRECTOR PROFILES (CONTINUED)
WILLIAM P FOLEY II – NON-EXECUTIVE DIRECTOR (CONTINUED)
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.
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
On 10 December 2025 WP Foley II & CJ Foley purchased 60,347 FWL shares from AM Turnbull in an off-market
transaction. The consideration paid was $36,818 (approximately $0.61 per share).
There were no share transactions during the prior year.
SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED SUBSIDIARY COMPANIES
There were no share transactions during the year (2025: Nil).
20262025
$’000$’000
TRANSACTIONS
Certain Directors have interests in contracts with Foley Wines Limited.
PR Brock (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
8731
PR Brock (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
(30)111
PR Brock (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
15870
AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)
–60
AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)
–229
AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, equipment
hire, electricity and administration)
–99
2. INTEREST REGISTERS (CONTINUED)
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:
20262025
$’000$’000
DIRECTORS’ FEES
PR Brock
8080
A J Anselmi
5050
GR Graham
6060
WP Foley II
5022
RP Foley II
–28
REMUNERATION AND OTHER BENEFITS
AM Turnbull was a Director and the Chief Executive Officer during the prior year, until he stepped down on 30 April
2025, and as such did not receive Director’s Fees. Remuneration and other benefits paid to Executive Directors during the
year was $Nil (2025: $2,385,000). The remuneration for the current year included a base salary of $Nil (2025: $625,000)
and termination benefits of $Nil (2025: $1,800,000). There was no bonus approved by the Board under the short-term
incentive scheme in the current or prior year. There was no long-term incentive scheme in place during the year.
MEETING ATTENDANCE REGISTER
The attendance of Directors of the Company at Board meetings and Board Audit and Risk Committee meetings were as
follows:
20262025
2026Audit & Risk2025Audit & Risk
BoardCommitteeBoardCommittee
PR Brock
7 / 73 / 38 / 83 / 4
A J Anselmi
7 / 73 / 38 / 84 / 4
GR Graham
7 / 73 / 38 / 84 / 4
WP Foley II
6 / 7N/A3 / 3N/A
AM Turnbull
N/AN/A6 / 63 / 3
RP Foley II
N/AN/A4 / 5N/A
8485
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Statutory
Information
(continued)
Statutory
Information
(continued)
For the year ended 30 June 2026For the year ended 30 June 2026
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–$109,9998
$11 0 , 0 0 0 – $119, 9 9 91
$130,0 0 0 –$139,9 9 94
$140,000–$149,9991
$150,0 0 0 –$159,9 9 92
$16 0,0 0 0 –$169,9 9 91
$190,000–$199,9991
$230,000–$239,9991
$240,000–$249,9991
$260,000–$269,9991
$310 ,0 0 0 – $319,9 9 92
$320,000–$329,9991
5. DONATIONS
Foley Wines Limited made no cash donations during the year (2025: $Nil).
6. SHAREHOLDER BREAKDOWN
Number of Total shares % of share
Shareholding as at 30 June 2026shareholdersheldCommittee
1-1,000548185,2480.28%
1,001-5,000289821,0241.25%
5,001-10,0001138 61, 4 581. 31%
10,001-50,0001142,408,5333.67%
50,001-100,000221, 6 9 8 , 4 742.58%
100,000+255 9, 761 , 4119 0.91%
1 ,1116 5, 736 ,14 8100.00%
7. DIRECTORS’ SHAREHOLDING
As at 30 June 2026 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 64.46% through
his, and his Trust’s, shareholding in a number of US entities including the owners of FFW Opco, LLC, the majority
shareholder 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 9,041,834 ordinary
FWL shares (2025: 8,981,487) (2025: 63.2%). This interest was 67.84% including the shares to be issued under the
Convertible Note (note 14) (2025: 66.5%).
AJ Anselmi – held a direct interest in FWL of 1.7% through his shareholding in FHNZL (2025: 1.7%). This interest was
1.8% including the shares to be issued under the Convertible Note (note 14) (2025: 1.8%).
8687
FOLEY WINES LIMITED | ANNUAL REPORT 2026FOLEY WINES LIMITED | ANNUAL REPORT 2026

Statutory
Information
(continued)
For the year ended 30 June 2026
8. 20 LARGEST REGISTERED HOLDERS
Ordinary% of share
Ordinary shares held at 30 June 2026:shares heldcapital
Foley Holdings New Zealand Limited *
34,708,79652.80%
WP Foley II & CJ Foley *
9,0 41, 83 413. 75%
National Nominees New Zealand Limited on behalf of Milford Asset
Management Limited *
3,793,5535.77%
Accident Compensation Corporation
2, 4 6 6 ,1233.75%
Lion NZ Limited
2,027,0273.08%
FNZ Custodians Limited
1,18 8 ,0 421. 81%
Alfa Lea Horticulture Limited
903,3301.37%
Sky Hill Limited
9 01,8121.37%
NZ Depository Nominee Limited
819,1721.25%
Custodial Services Limited
406,5320.62%
Public Trust RIF Nominees Limited - NZCSD
389,6820.59%
JD Croft
322,3880.49%
New Zealand Permanent Trustees Limited - NZCSD
3 0 7, 8 2 90.47%
Hannah Laurenson
272,5070.42%
Kynance Holdings Limited
215,9 240.33%
BW Doig
198, 7940.30%
Bnp Paribas Nominees NZ Limited
191, 7690.29%
ASB Nominees Limited
180,9250.28%
MG Fairhall
178 , 29 20.27%
Orchard Investments P/S Account
160,0000.24%
Sub-total
58,674,33189. 25%
Others (1,140 Shareholders)
7, 0 61 , 81710.75%
TOTAL
6 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 2026 Annual Report Published
November 2026 Annual Shareholders Meeting
For the year ended 30 June 2026
DIRECTORS:
PR Brock (Chairman)
AJ Anselmi
GR Graham
WP Foley, II
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, Auckland
SOLICITORS:
Bell Gully, Auckland
BANKERS:
Bank of New Zealand, Auckland
REGISTRATION NO.
307139
REGISTERED OFFICE:
13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand
SHARE REGISTRAR:
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010
PO Box 91976, Auckland 1142
Telephone +64 9 375 5998
Email: enquiries.nz@cm.mpms.mufg.com
(please quote CSN or shareholder number)
Website for shareholders to change address or payment instructions or view
investment portfolio: https://nz.investorcentre.mpms.mufg.com
SHARE TRADING:
NZX – NZSX Market
Security Code “FWL”
Company
Directory
88
FOLEY WINES LIMITED | ANNUAL REPORT 2026
89
FOLEY WINES LIMITED | ANNUAL REPORT 2026

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

---

PREMIUMISATION STRATEGY CONTINUES TO DELIVER RESULTS
28 AUGUST 2026 – Foley Wines reports a year of progress and an improved financial result on last year in the
Company’s annual report to June 2026, published to the New Zealand Stock Exchange today.

Performance Overview:
Bottled sales revenue $62,800,000 (down 5.4%)
Bottled case sales 552,000 (down 9.5%)
Operating earnings $5,878,000 (up 323.5%)
Profit after tax $2,937,000 (up 258.2%)
Operating EBITDA $15,502,000 (up 22.9%)

CEO Mike Higgins said, “It’s been a year of progress in a very challenging economy. Operating EBITDA is up 22.8%,
while bottled case sales were down 9.5% on the previous year’s record sales. A bumper 2025 harvest and a well-
documented oversupply of New Zealand wine resulted in a very competitive marketplace and deep discounting, but our
premiumisation strategy and strong distribution partnerships continue to create opportunities for the Company”.

Remaining focused on selling premium packaged wine through established channels had paid off, said the Company.
“We worked closely with our distribution partners to protect margin and sell higher quality, more valuable wines.
Investing in targeted promotional funding to keep the brands in the forefront of consumers’ minds has meant the
Company is already shipping the 2026 vintage to many markets and our inventory is generally in balance,” said Higgins.

The Company reported solid case sales in a very challenging global market. “China delivered growth again this year and
we will continue to invest in this market where wine consumption continues to evolve, and our distribution partnerships
are strong. It was also pleasing to see strong sales in the UK and Europe where we outpaced the market. The US market
continues to be challenging with tariffs in place, however our brands continue to gain traction as we work closely with
Foley Family Wines USA, and have a plan to deliver growth in the coming year,” said Higgins. The Company said its
performance in the tough Australian market reflected a swing to support locally produced products, while its brands
held up relatively well in New Zealand against a backdrop of weak retail and hospitality sectors.

The Company’s brand homes in Martinborough and Central Otago continued to deliver world class wine and dining
experiences. Meanwhile, the Toast Martinborough wine and food festival, this year to be hosted exclusively at The
Runholder in Martinborough and headlined by Sir Dave Dobbyn, sold out within two weeks.

Quality was a high point for the Company with its wines picking up several trophies and accolades, from respected
industry commentators. The 2026 harvest is also expected to deliver high quality. “While yields were slightly down on
last year, they are right in the sweet spot for delivering exceptional quality,” said Higgins.

The Company reports that a final dividend of 2cps fully imputed will be paid for the year ended 30 June 2026.

“The Company has made considerable progress over the past few years in a period of great uncertainty. With our
premiumisation strategy continuing to deliver sales results, careful management of costs, and continued development
of new markets, we are poised for growth as the market improves. The Company is in good shape and well positioned
to sell through the 2026 vintage in a timely manner. With a normal vintage next year and improved market conditions,
we are cautiously optimistic for the future,” said Higgins.


-ENDS-

Authorised for public release.

For further information please contact:
Mike Higgins
CEO, Foley Wines Limited
PO Box 67, Renwick, 7243, Marlborough
Tel: +64 21 911 910
Email: mike.higgins@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. With a portfolio of exceptional quality wines and
our deep belief in building enduring partnerships, we are able to satisfy the most discerning retailers and restaurants
at home and around the world.

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.

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