AUSTRALIAN VINTAGE LTD — Proxy Solicitation & Information Statement 2021

May 25, 2021

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Company Announcements Australian Securities Exchange

26 May 2021

NOTICE OF EXTRAORDINARY GENERAL MEETING

The following documents are authorised for release by the 2021 Capital Management Initiative Committee of Australian Vintage Limited (ASX:AVG):

1. Chairman’s Letter;

2. Notice of Extraordinary General Meeting;

3. Proxy Form; and

4. Virtual Meeting Online Guide.

Alicia Morris Company Secretary

Australian Vintage Ltd ABN 78 052 179 932

275 Sir Donald Bradman Drive, Cowandilla SA 5033 Australia

www.australianvintage.com.au

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CHAIRMAN’S LETTER

26 May 2021

CAPITAL RESTRUCTURE PROPOSED CAPITAL RETURN AND SHARE CONSOLIDATION

Dear Shareholder,

On behalf of the Board, I invite you to attend an Extraordinary General Meeting ( EGM ) of Australian Vintage Limited’s shareholders, to be held on 30 June 2021 commencing at 10.00 am (Sydney time).

Virtual Meeting

In response to Government restrictions and the potential health risks arising from the Covid-19 pandemic, the Board has decided to hold the EGM entirely online. While there will not be a physical venue that shareholders can attend, shareholders will be able to participate in the EGM in real time including voting and asking questions.

We encourage shareholders and proxy holders to join the EGM virtually via the online portal as detailed in the attached Notice of Meeting. More details on how to participate in the EGM is available in the attached Notice of Meeting.

Items of Business

In our February 2021 half year results press release we advised the market that we would be undertaking a review of the existing capital structure.

This review, which has now been completed, had a key focus on achieving the best return for our shareholders while also ensuring that the Company has an efficient capital structure as well as flexibility to pursue growth opportunities whilst maintaining its current credit metrics.

The Board concluded that it would return some capital to shareholders through an 8.5 cent cash payment per share and a 10% share consolidation. Whilst these two capital structure initiatives require shareholder approval as separate resolutions, the resolutions are interdependent, meaning that approval of each resolution is conditional on the approval of the other.

The combined impact of the two resolutions has a similar effect of a share buyback of 1 share for every 10 for 85 cents. The 85 cents is based on the Company’s Net Tangible Assets per share as at 31 December 2020.

The capital return of 8.5 cents per share represents a total return of funds to shareholders of approximately $23.9 million and, importantly, results in all shareholders being treated equally.

Reasons for the Return of Capital and Share Consolidation

The proposed Capital Return is being undertaken to return a portion of the Company's excess capital equitably and efficiently to shareholders.

The Board considered various options for returning excess capital to shareholders and determined that the Capital Return, combined with the Share Consolidation, is the optimal method for both the Company and shareholders.

Australian Vintage Ltd ABN 78 052 179 932

275 Sir Donald Bradman Drive, Cowandilla SA 5033 Australia

www.australianvintage.com.au

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In summary, having regard to the analysis outlined in the attached Explanatory Memorandum to the Notice of Meeting, the Board is satisfied and considers that implementing the proposed Capital Return:

• will leave the Company well placed to pursue its strategic goals;

• demonstrates the Company’s commitment to maintaining a strong and efficient balance sheet; and

• will not materially prejudice the Company's ability to pay its creditors,

and therefore, is in the best interests of the Company.

Further, the cumulative effect of the proposed Share Consolidation and Capital Return is expected to result in an accretion in earnings per Share.

The aim of the proposed Share Consolidation is to ensure that each Shareholder's proportionate interest in the Company remains unchanged following the payment of the Capital Return (subject to the rounding up of fractional entitlements to the next whole number of Shares) and neutralise any potential share price reduction as a result of the Capital Return.

The Board also considers that the Share Consolidation will result in a more appropriate and effective capital structure for the Company.

Conclusion

The Directors of Australian Vintage Limited unanimously recommend that shareholders vote in favour of the two resolutions contained in the Notice of Meeting. Each Director intends to vote all Australian Vintage Limited shares held or controlled by him or her in favour of each resolution. The Explanatory Notes which form part of the Notice of Meeting provide extensive details on these resolutions and their implications and I urge you to read the contents carefully.

And finally, the proposed Capital Return should not impact the Board’s decision to pay a final dividend for the 2020/21 financial year. As in prior years, the decision to pay a dividend will be made in August 2021 and will take in to account our full year 2020/21 result and our future cash requirements.

The Board and management team look forward to welcoming you to the EGM virtually.

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Richard Davis Chairman

Australian Vintage Ltd ABN 78 052 179 932

275 Sir Donald Bradman Drive, Cowandilla SA 5033 Australia

www.australianvintage.com.au

ACN 052 179 932

Notice of Extraordinary General Meeting

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Notice is given that an Extraordinary General Meeting of Australian Vintage Limited ( Company ) will be held virtually on 30 June 2021 at 10.00am Sydney time.

In response to Government restrictions and the potential health risks arising from the COVID-19 pandemic, the Extraordinary General Meeting ( EGM ) will be held virtually in accordance with the Company’s Constitution.

This is designed to protect our people, shareholders and the community. Your participation in the EGM is important to us and while there will not be a physical location, shareholders can participate online in real-time, including asking questions and voting during the EGM.

How to attend and participate in the EGM

You can attend, vote and ask questions in real time at the EGM from your computer or mobile device, by entering the following URL address in your web browser: https://web.lumiagm.com/395233794.

The online EGM platform will allow shareholders to view the meeting, vote and submit questions in real time. To participate and vote online you will need your shareholder number and postcode. Shareholders should register at least 15 minutes before the EGM.

In addition to this Notice of Extraordinary General Meeting, shareholders of the Company should visit https://www.australianvintage.com.au/egm for all important information about the Company's virtual meeting including the ‘Virtual EGM User Guide’.

ITEMS OF BUSINESS

A. Capital Return

Resolution 1

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'That, conditional on the passing of Resolution 2 (Share Consolidation), for the purposes of section 256C of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the share capital of the Company to be reduced by approximately $23,860,186, such reduction of capital to be effected by the Company paying to each shareholder as at 7:00pm Sydney time on 6 July 2021 the amount of 8.5 cents per ordinary share held at that time.'

B. Share Consolidation

Resolution 2

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'That, conditional on the passing of Resolution 1 (Capital Return) and with effect from 1 July 2021, for the purposes of section 254H of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the share capital of the Company to be consolidated through the conversion of each ordinary share in the Company on issue as at 7:00pm Sydney time on 6 July 2021 into 0.90 ordinary shares, and that any resulting fraction of an ordinary share held by a shareholder be rounded up to the next whole number of shares.'

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Australian Vintage Limited Notice of Extraordinary General Meeting

NOTES

1. Entitlement to Attend and Vote

For the purposes of the meeting, those shareholders who are registered members as at 7:00pm Sydney time on 28 June 2021 will be voting members for the meeting. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.

2. No Voting Exclusions

No voting exclusions apply to the Resolutions and holders of ordinary shares in the Company may vote on the Resolutions.

3. Appointment of Proxies

A member entitled to attend and vote at the above meeting is entitled to appoint a person as its proxy to attend and vote for the member at the meeting. An appointed proxy need not be a member of the Company and may be an individual or a body corporate. A body corporate must appoint a corporate representative in accordance with Note 6.

A proxy appointed to attend and vote for a member has the same rights as the member to speak at the meeting and to join in a demand for a poll. An appointment may specify the number or proportion of the member’s votes that the proxy is to exercise.

If you are entitled to cast two or more votes on a resolution at the meeting, you may appoint two separate proxies to vote on your behalf. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half of your votes. Fractions of votes will be disregarded.

A proxy form has been included with this Notice of Meeting. Further instructions on proxy voting are located on the back of the proxy form. If you wish to appoint a second proxy, please contact the Company’s Share Registry, Computershare Investor Services Pty Limited, to acquire a second form. Contact details are located on the proxy form accompanying this notice.

The Proxy Form must be sent and received in accordance with Note 5.

4. Power of Attorney

If a shareholder has appointed an attorney to attend and vote at the meeting (or if a proxy form is signed by an attorney), the power of attorney, or a certified copy of the power of attorney, must be sent and received in accordance with Note 5.

5. Proxy Form and Power of Attorney Delivery

To be effective either the original or a facsimile transmission of the proxy and any power of attorney, or a certified copy of the power of attorney, (if any) under which the proxy is signed must be received at the Company’s Share Registry, Computershare Investor Services Pty Limited in the envelope provided (if mailing within Australia) or at GPO Box 242, Melbourne VIC 3001 (facsimile 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)), no later than 10:00am Sydney time on 28 June 2021.

Online voting – You can submit your proxy appointment online by visiting www.investorvote.com.au. To use the online facility you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

– Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

6. Corporate Representatives

If a corporate representative is to attend the meeting on behalf of a corporate member, a notice of appointment can be obtained from the Company’s Share Registry or at www.computershare.com.au. The corporate representative will be required to accept Terms

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Australian Vintage Limited Notice of Extraordinary General Meeting

and Conditions before entering the virtual meeting confirming that they are authorised to represent the corporate member.

7. Questions by Members

The chairperson of the meeting will allow a reasonable opportunity for members – as a whole – at the meeting to ask questions in relation to the Resolutions. Members can submit questions and comments in real time via the online EGM platform.

Dated: 26 May 2021

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Alicia Morris Company Secretary By Order of the Board

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Australian Vintage Limited Notice of Extraordinary General Meeting

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice of Extraordinary General Meeting dated 26 May 2021 and should be read in conjunction with that Notice as this Explanatory Memorandum contains important information on the Resolutions.

The purpose of this Explanatory Memorandum is to provide Shareholders with an explanation of the Resolutions and to assist Shareholders in determining how they wish to vote on the Resolutions.

1. RESOLUTION 1 - CAPITAL RETURN

1.1 Proposed Return of Capital

(a) Return of Capital

The Company proposes to make a cash payment to Shareholders of 8.5 cents per Share (representing approximately $23,860,186 in total) as a return of capital ( Capital Return ).

If the Capital Return payment proceeds, payment will be calculated on a pre-consolidated basis.

The record date for determining entitlements to receive the Capital Return is 7:00pm Sydney time on 6 July 2021.

(b) Interdependency with Resolution 2 (Share Consolidation)

Although Shareholders will be asked to approve Resolution 1 (Capital Return) and Resolution 2 (Share Consolidation) as separate Resolutions, the Resolutions are interdependent.

This means that the approval of each Resolution is conditional on the approval of the other.

Shareholders should therefore consider both Resolutions and the relevant disclosures together.

(c) Payment Details

If Shareholders approve both Resolutions, the payments under the Capital Return will be made to eligible Shareholders on the payment date (see the timetable set out below) by direct credit to the bank, building society or credit union account nominated by each Shareholder for receipt of dividends.

1.2 Reasons for the Return of Capital

The Board considers that the Company has capital that is surplus to requirements and should be returned to Shareholders.

The proposed Capital Return is being undertaken to return a portion of the Company's excess capital equitably and efficiently to Shareholders.

The Board is of the view that the proposed capital management initiative will ensure that the Company retains an efficient capital structure whilst maintaining sufficient flexibility to continue to pursue growth opportunities and maximize sustainable returns to Shareholders.

The Board considered various options for returning excess capital to Shareholders and determined that the Capital Return, combined with the Share Consolidation, is the optimal method for both the Company and Shareholders.

In summary, having regard to the analysis outlined in this Explanatory Memorandum, the Board is satisfied and considers that implementing the proposed Capital Return:

• will not materially prejudice the Company's ability to pay its creditors;

• demonstrates the Company’s commitment to maintaining a strong and efficient balance sheet; and

• will leave the Company well placed to pursue its strategic goals,

Australian Vintage Limited Notice of Extraordinary General Meeting

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and therefore, is in the best interests of the Company.

1.3 Requirements for the Return of Capital

(a)

Equal Reduction

The proposed Capital Reduction constitutes an equal reduction of the Company's share capital for the purposes of the Corporations Act.

This is because it:

• relates only to ordinary shares;

• it applies to each holder of ordinary shares in proportion to the number of shares they hold; and

• the terms of the reduction are the same for each holder of ordinary shares.

(b)

Corporations Act

Under section 256B of the Corporations Act, a company can reduce its share capital if the reduction satisfies three key requirements. Each requirement is set out below, together with a description of how that requirement is met in relation to the proposed Capital Return.

Requirement	How the Requirement is Satisfied
The reduction must be fair and reasonable to the Company's shareholders as a whole.	The Board considers that the proposed Capital Return is fair and reasonable to Shareholders as a whole. All Shareholders will be treated in the same manner and will receive a proportion of the share capital being returned which is equal to their shareholding in the Company.
The reduction must not materially prejudice the Company's ability to pay its creditors.	The Board has carefully reviewed the Company's business plan including assets, liabilities and expected cashflows, and is of the view that the Capital Return will not materially prejudice the Company's ability to pay its creditors. The Board is also satisfied as to the solvency of the Company following the proposed Capital Return.
The reduction must be approved by Shareholders under section 256C of the Corporations Act.	Shareholder approval is being sought at this EGM for the purpose of complying with the Corporations Act requirements. The proposed Capital Return must be passed by an ordinary resolution of the Company's shareholders. In accordance with section 256C(5) of the Corporations Act, a copy of this Notice of Extraordinary Meeting (including the Explanatory Memorandum) has been lodged with ASIC.

Australian Vintage Limited Notice of Extraordinary General Meeting

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1.4 Effect of the Return of Capital on the Company

(a)

Effect on Capital Structure

After the Capital Return, the Company's share capital will be reduced by approximately $23,860,186.

No Shares will be cancelled in connection with the proposed Capital Return.

The Company is, however, separately proposing a consolidation of share capital which will impact the number of Shares held by each Shareholder (but will not impact on the control of the Company). Please see section 2 of this Explanatory Memorandum below for further information. For the avoidance of doubt, entitlements under the proposed Capital Return will be calculated based on the Company's pre-consolidation share capital.

(b) Impact on Financial Position of the Company

The proposed Capital Return will be funded from the Company's existing funding (i.e. borrowings and cash).

As a guide to assist Shareholders, a pro forma balance sheet is included below. The pro forma balance sheet uses 31 December 2020 as the relevant reference date, assuming that the proposed Capital Return was paid on that date.

The pro forma balance sheet has been derived from the Financial Report of the Company for the half year ended 31 December 2020, which report has been reviewed by the Company’s external auditor. The pro forma balance sheet is presented in abbreviated form and does not contain all the disclosures that are usually provided in a financial report prepared in accordance with Australian Accounting Standards and the Corporations Act.

In summary, on a pro forma basis, the Company will have a strong balance sheet following the proposed Capital Return with sufficient capacity to meet the future requirements of the business and pursue potential growth opportunities and/or consider potential returns to Shareholders.

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Australian Vintage Limited Notice of Extraordinary General Meeting

Pro Forma Balance Sheet

Pro Forma Balance Sheet
	Audited	Return on	Pro-forma
	31/12/20	Capital	unaudited
		Adjustment
		$’000
Current Assets
Cash and cash equivalents	7,921	(7,921)	-
Trade and other receivables	59,836		59,836
Inventories	138,384		138,384
Other financial assets	2,775		2,775
Total Current Assets	208,916	(7,921)	200,995
Non-Current Assets
Inventories	23,133		23,133
Other financial assets	4,548		4,548
Property, plant and equipment	114,550		114,550
Goodwill and other intangible assets	50,338		50,338
Deferred tax assets	19,310		19,310
Right-of-use-assets	48,744		48,744
Total Non-Current Assets	260,623		260,623
Total Assets	469,539	(7,921)	461,618
Current Liabilities
Trade and other payables	38,813		38,813
Lease liabilities	6,360		6,360
Other financial liabilities	624		624
Provisions	5,689		5,689
Income received in advance	270		270
Total Current Liabilities	51,756		51,756
Non-Current Liabilities
Borrowings	59,000	15,939	74,939
Lease liabilities	48,478		48,478
Other financial liabilities	240		240
Provisions	852		852
Total Non-Current Liabilities	108,570	15,939	124,509
Total Liabilities	160,326	15,939	176,262
Net Assets	309,213	(23,860)	285,353
Equity
Issued Capital	465,490	(23,860)	441,630
Reserves	5,818		5,818
Accumulated Losses	(162,095)		(162,095)
Total Equity	309,213	(23,860)	285,353

Australian Vintage Limited Notice of Extraordinary General Meeting

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(c) Impact on Growth Strategies

Having regard to the Company's current financial position, the profits of the Company's existing businesses, and the capacity to raise additional finance (if required), the Board is of the opinion that the proposed Capital Return will not materially impact the Company's ability to pursue its growth strategy (e.g. to fund new investment in its businesses as well as other development and expansion initiatives and opportunities).

(d) Share Price Impact

If the proposed Capital Return is implemented, Shares may trade at a lower share price following the 'ex' date for the Capital Return than they would have done had the Capital Return not been made. This is due to the outflow of funds to Shareholders.

However, the Share Consolidation will reduce the number of the Shares in a ratio that is consistent with the amount of the Capital Return. All else being equal, the Share Consolidation is expected to neutralise any reduction in the Company's share price specifically related to the Capital Return.

(e) Dividends

The Company does not have a dividend policy. Based on the last 10 years, the Company has paid approximately 50% of total net profit after tax as a dividend.

As the Capital Return is not a dividend payment, the Company's Dividend Reinvestment Plan does not apply to it.

(f) Credit Rating

In determining whether to implement the Capital Return, the Board has considered any potential impacts on the Company’s credit rating and has determined that it will not impact on the Company’s credit rating.

(g) Tax Implications for the Company

No adverse tax consequences are expected to arise for the Company as a result of the proposed Capital Return.

1.5 Tax Implications for Shareholders

The Company has received a draft Class Ruling from the Australian Taxation Office (ATO) dated 5 May 2021 seeking confirmation of the tax implications of the proposed return of capital. The ATO will not issue the Class Ruling in a form that is binding until after the completion of the capital return and share consolidation which is standard practice.

The draft Class Ruling confirms:

• the return of capital to shareholders is not a dividend;

• the Commissioner of Taxation will not make a determination under either subsection 45A(2) or paragraph 45B(3)(b) that section 45C of the Income Tax Assessment Act 1936 applies to any part of the return of capital to shareholders;

• Capital Gains Tax Event G1 will apply to the return of capital payment to reduce the tax cost base of each Shareholder’s share in the Company. Where a Shareholder’s tax cost base is less than the return of capital amount then a capital gain will arise;

• A foreign resident Shareholder who, together with associates, owns less than 10% of the Company, may disregard any capital gain that arises from the return of capital; and

• A foreign resident Shareholder who, together with associates, owns 10% or more of the Company, may disregard any capital gain arising from the return of capital if the shares do not pass the principal asset test in section 855-20 of the Income Tax Assessment Act 1997.

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Australian Vintage Limited Notice of Extraordinary General Meeting

2. RESOLUTION 2 - SHARE CONSOLIDATION

2.1 Proposed Consolidation of Shares

(a) Consolidation of Shares

The Company proposes to consolidate its share capital by converting every Share into 0.90 Shares ( Share Consolidation ).

The consolidation ratio is effectively a 10% reduction in the total number of shares and together with Resolution 1, which is a Capital Return of 8.5 cents per share, reflects a share buy back of 1 share in every 10 for 85 cents. The 85 cents is based on the Company’s Net Tangible Assets per share as at December 2020.

The record date for determining which Shareholders' holdings of Shares will be affected by the proposed Share Consolidation is 7:00pm Sydney time on 6 July 2021.

For the avoidance of doubt, entitlements under the proposed Capital Return will be calculated based on the Company's pre-consolidation share capital.

(b) Interdependency with Resolution 1 (Capital Return)

Although Shareholders will be asked to approve Resolution 1 (Capital Return) and Resolution 2 (Share Consolidation) as separate Resolutions, the Resolutions are interdependent.

This means that the approval of each Resolution is conditional on the approval of the other.

Shareholders should therefore consider both Resolutions and the relevant disclosures together.

(c) Treatment of Fractions

Where the Share Consolidation of a Shareholder's holding results in an entitlement to a fraction of a Share, the fraction will be rounded up to the next whole number of Shares.

The Company will take appropriate action (which may include disregarding the splitting or division) if it forms the view that Shareholder has been party to a shareholding splitting or division in an attempt to obtain an advantage from the rounding of fractional entitlements.

2.2 Reasons for the Consolidation of Shares

The Board considers that undertaking the Share Consolidation should, in isolation from all other factors which may influence the trading price of a Share:

• counteract the impact of implementing the Capital Return, on the trading price of Shares; and

• as result, should theoretically increase the trading price of Shares by an amount that offsets the reduction in the trading price of Shares that could be expected to result from Shares trading 'ex' an entitlement to participate in the proposed Capital Return.

Further, the cumulative effect of the proposed Share Consolidation and Capital Return is expected to result in an accretion in earnings per Share.

The aim of the proposed Share Consolidation is to ensure that each Shareholder's proportionate interest in the Company remains unchanged following the payment of the Capital Return (subject to the rounding up of fractional entitlements to the next whole number of Shares) and neutralise any potential share price reduction as a result of the Capital Return.

The Board also considers that the Share Consolidation will result in a more appropriate and effective capital structure for the Company.

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Australian Vintage Limited Notice of Extraordinary General Meeting

2.3 Requirements for the Consolidation of Shares

Under section 254H of the Corporations Act, a company may consolidate its shares (i.e. convert its shares into a smaller number of shares) if the consolidation is approved by an ordinary resolution of shareholders at a general meeting.

If the Resolutions are passed, the Company will lodge a copy of the Resolution with ASIC in relation to the Share Consolidation in accordance with section 254H(4) of the Corporations Act.

2.4 Effect of the Consolidation of Shares on the Company

The proposed Share Consolidation will reduce the total number of Shares in the Company from approximately 280.7 million to 252.6 million.

As the proposed Share Consolidation applies equally to all Shareholders, individual shareholdings will be reduced in the same ratio as the total number of Shares in the Company (subject only to the rounding of fractions). It follows that the proposed Share Consolidation will have no material effect on the percentage interest of each Shareholder in the Company.

Following the proposed Share Consolidation taking effect, the Company's share registry will issue each Shareholder with an updated holding statement/notice confirming the post consolidation shares held.

No adverse tax consequences are expected to arise for the Company as a result of the proposed Share Consolidation.

2.5 Tax Implications for Shareholders

The Company has received a draft Class Ruling from the Australian Taxation Office (ATO) dated 5 May 2021 seeking confirmation of the tax implications of the proposed return of capital. The ATO will not issue the Class Ruling in a form that is binding until after the completion of the capital return and share consolidation which is standard practice.

The draft Class Ruling confirms as follows:

• No capital gains tax event arises from the Share Consolidation however the tax cost base for each 10 shares held immediately prior to the share consolidation will become the tax cost base for the 9 shares immediately after the share consolidation.

3. OTHER MATTERS

3.1 Timetable

The following timetable has been approved by the ASX prior to the date of this Notice of Extraordinary General Meeting and assumes that the Resolutions are passed.

Date	Event/s
30 June 2021	Extraordinary General Meeting
2 July 2021	Last date for trading of Shares to be entitled to Capital Return
2 July 2021	Last day for trading in pre-consolidated Shares
5 July 2021	Ex-date [Shares traded from this date will not be entitled to the Capital Return]
5 July 2021	Commencement of trading in post-consolidated Shares on a deferred settlement basis Shares will trade during this period with a unique ticker code AVGDA instead of 'AVG'

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Australian Vintage Limited Notice of Extraordinary General Meeting

Date	Event/s
6 July 2021	Record date [Entitlements to Capital Return will be determined on a pre-consolidation basis]
6 July 2021	Record date [Share Consolidation]
By 13 July 2021	Share Consolidation date - post consolidation Shares entered into register
13 July 2021	Payment date for Capital Return Last day of deferred settlement trading Dispatch of holding statements reflecting changes to number of Shares held as a consequence of the Share Consolidation
14 July 2021	Shares resume normal trading

3.2 Options and Performance Rights

As at the date of this Notice of Extraordinary General Meeting, the Company has the following unlisted Options and Performance Rights on issue under its Performance Rights and Options Plan ( Plan ):

Options (Current)

Number	Exercise Price	Expiry Date
985,200	$0.528	1 November 2021
1,075,000	$0.439	1 November 2022

Performance Rights (Current)

Number	Expiry Date
1,357,415	31 October 2021
1,357,415	31 October 2023

If the Resolutions are approved:

• the Options will also be reorganised in accordance with the terms of the Options and ASX Listing Rules 7.22.1 and 7.22.3 noting that:

• clause 15 of the Plan provides that if the capital of the Company is reconstructed the Options will be treated in accordance with the ASX Listing Rules;

• ASX Listing Rule 7.22.3 provides that in a return of capital (note the relevant payment in this case will be calculated on a pre-consolidated basis), the number of options must remain the same, and the exercise price of each option must be reduced by the same amount returned in relation to each ordinary share; and

• ASX Listing Rule 7.22.1 provides that in a consolidation of capital, the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio; and

• the Performance Rights will also be reorganised in accordance with the terms of the Performance Rights and ASX Listing Rule 7.21 noting that:

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Australian Vintage Limited Notice of Extraordinary General Meeting

• clause 15 of the Plan provides that if the capital of the Company is reconstructed the Performance Rights will be treated in accordance with the ASX Listing Rules; and

• ASX Listing Rule 7.21 provides that an entity which has convertible securities (except options) on issue (note this includes performance rights) may only reorganise its capital if, in respect of the convertible securities, the number of securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary shares do not receive.

If the Resolutions are approved, after the Capital Return and Share Consolidation the Options and Performance Rights will be reorganised as follows:

Options (After Capital Return and Share Consolidation)

Number	Exercise Price	Expiry Date
886,680	$0.487	1 November 2021
967,500	$0.389	1 November 2022

Performance Rights (After Capital Return and Share Consolidation)

Number	Expiry Date
1,221,674	31 October 2021
1,221,674	31 October 2023

3.3 Directors' Interests

The number of securities in the Company in which each Director has an interest in as at the date of this Notice of Extraordinary General Meeting is set out in the table below.

Name	Securities
Richard Davis	110,000 ordinary shares
Craig Garvin	753,935 ordinary shares (held in trust and escrowed until July 2023)
John Davies	650,000 ordinary shares
Naseema Sparks	67,420 ordinary shares
Peter Perrin	221,174 ordinary shares
Jiang Yuan	39,055,527 ordinary shares

3.4 Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of the Resolutions.

3.5 No Other Material Information

Other than as set out in this Notice of Extraordinary General Meeting (including the Explanatory Memorandum), and any other information previously disclosed to ASX or Shareholders, there is no other information that is known to the Board which may reasonably be expected to be material to the making of a decision by Shareholders whether or not to vote in favour of the Resolutions.

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Australian Vintage Limited Notice of Extraordinary General Meeting

4. DEFINITIONS

In this Explanatory Memorandum, unless the context otherwise requires:

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

Board means the board of Directors of the Company.

Company means Australian Vintage Limited ACN 052 179 932.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Resolutions means the resolutions proposed pursuant to the Notice of Extraordinary General Meeting.

Shareholder means the holder of a Share.

Shares means fully paid ordinary shares issued in the capital of the Company.

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Australian Vintage Limited Notice of Extraordinary General Meeting

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Australian Vintage Ltd

ABN 78 052 179 932

Need assistance?

Phone:

1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AVG

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Sydney time) Monday 28 June 2021

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I 9999999999 I ND

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

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Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Australian Vintage Ltd hereby appoint the Chairman OR of the Meeting

Please mark

to indicate your directions

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Australian Vintage Ltd to be held as a virtually at https://web.lumiagm.com/395233794 on Wednesday, 30 June 2021 at 10:00am (Sydney time) and at any adjournment or postponement of that meeting.

Note:

Although Shareholders will be asked to approve Resolution 1 (Capital Return) and Resolution 2 (Share Consolidation) as separate Resolutions, the Resolutions are interdependent. This means that the approval of each Resolution is conditional on the approval of the other. Shareholders should therefore consider both Resolutions and the relevant disclosures together.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Capital Return Resolution 2 Share Consolidation

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

A V G

2 7 6 2 6 4 A

Online meeting guide

Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com/395233794 on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID Australian residents > Username 395-233-794 (SRN or HIN) and

• Australian residents Overseas Residents Appointed Proxies > Username > Username To receive your (SRN or HIN) and (SRN or HIN) and unique username and

• Password > Password (three-character password, please contact Computershare Investor

• (postcode of your country code) e.g. New Services on +61 3 9415

• registered address). Zealand - NZL; United 4024 during the online

• Kingdom - GBR; United States of America - USA; registration period which Canada - CAN. will open 1 hour before the start of the meeting.

A full list of country codes is provided at the end of this guide.

Participating at the meeting

• 1 To participate in the meetingyou will be 2 required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

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• To proceed into the meeting, you will need to read and accept the Terms & Conditions

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

• 4 To register as a proxyholder , select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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5 and enter your name and email address. To register as a guest , select 'Guest'

• 6 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.

• 8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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• 9 When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, tap one of the voting options. Your response will be highlighted

• To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

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