LARK DISTILLING CO. LTD — AGM Information 2018

Oct 25, 2018

Australian Whisky Holdings Limited ABN 62 104 600 544

NOTICE OF ANNUAL GENERAL MEETING

To be held on

Tuesday, 27[th] November, 2018

At 2.00pm EDST

At the Royal Automobile Club Macquarie Street SYDNEY NSW 2000

Registered Office:

Australian Whisky Holdings Limited

Level 1

283 George Street SYDNEY NSW 2000 Telephone: +61 2 8188 1491 Facsimile: +61 2 9252 5638

Australian Whisky Holdings Limited ABN 62 104 600 544

Notice is hereby given that the Annual General Meeting of Shareholders of Australian Whisky Holdings Limited will be held at 2.00 pm AEDT on Tuesday, 27 November 2018 at Royal Automobile Club,

Macquarie Street Sydney NSW 2000.

The Explanatory Notes to this Notice of Meeting provide additional information on matters to be considered at the AGM. The Explanatory Notes and Proxy Form are part of this Notice of Meeting.

AGENDA

1. Consideration of Financial Report, Directors’ Report and Auditor’s Report

To consider the Financial Report and the reports of the Directors and the Auditor for the year ended 30 June 2018.

Neither the Corporations Act nor the Constitution requires a vote of Shareholders on the reports or statements. However, Shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the AGM.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass with or without amendment, the following non-binding resolution:

“ That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company for the year ended 30 June 2018, be adopted, details of which are set out in the Explanatory Notes to Resolution 1 accompanying the Notice of Meeting .”

Voting Exclusion

The Company will disregard any votes cast on this Resolution 1 by:

• a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• b) A closely Related Party of such a member.

However, a person described above may cast a vote on the resolution if:

• the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution;

• the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above; and

• the vote is cast by the Chairman, as the nominated proxy for a person who is permitted to vote, with express authorisation given to the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

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Australian Whisky Holdings Limited ABN 62 104 600 544

3. Resolution 2 – Re-election of Mr Terry Cuthbertson and Mr Rohan Boman as Directors of the Board

Resolution 2A – Re-election of Mr Terry Cuthbertson as a Director/Chairman of the Board

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That Mr Terry Cuthbertson, a Director of the Company retiring by rotation in accordance with the Company’s Constitution and being eligible and having signified his candidature for office, be reelected as a Director of the Company.”

Resolution 2B – Re-election of Mr Rohan Boman as a Non-Executive Director

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That Mr Rohan Boman a Director of the Company retiring by rotation in accordance with the Company’s Constitution and being eligible and having signified his candidature for office, be reelected as a Director of the Company.”

4. Resolution 3 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities of up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Notes to Resolution 3 accompanying the Notice of Meeting.”

Voting Exclusion

The Company will disregard votes cast on Resolution 3 by:

• a) a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• b) any Associate of those persons.

However, the Company need not disregard a vote if:

• it is cast by that person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board of Australian Whisky Holdings Limited

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Gary Stewart Company Secretary Date: 19 October, 2018

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Australian Whisky Holdings Limited ABN 62 104 600 544

NOTES ON VOTING INFORMATION

1. A Shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on the Shareholder’s behalf. If the Shareholder is entitled to cast two or more votes at the AGM, the Shareholder may appoint not more than two proxies to attend and vote on the Shareholder’s behalf.

2. If a Shareholder appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the Shareholder’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a Shareholder of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing. If the Shareholder is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the AGM that is, by no later than 2.00pm on 25 November 2018 . Proxy forms and authorities may be sent to the Company by post, personal delivery, fax or email to:

Boardroom Pty Limited

Street address Level 12, 225 George Street, Sydney NSW 2000

Mailing address: GPO BOX 3993, Sydney NSW 2001

Fax: +61 2 9290 9655

provided that Shareholders who forward their proxy forms by fax or email are required to make available the original executed form of the proxy for production, if called upon so to do at the AGM.

1. A corporate Shareholder entitled to attend and vote at the AGM may appoint a body corporate representative to attend and vote for the Shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

The Company will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the AGM.

1. For the purposes of the AGM, persons on the register of Shareholders as at 2.00pm AEDT on 25 November 2018 will be treated as Shareholders. This means that if you are not the registered holder of a relevant Share at that time you will not be entitled to vote in respect of that Share.

2. How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

The Chairman intends to vote in favour of all Resolutions. If a Shareholder appoints the Chairman of the AGM as proxy and does not direct the Chairman how to vote on a Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman will vote in favour of that Resolution.

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Australian Whisky Holdings Limited ABN 62 104 600 544

EXPLANATORY NOTES

1. Resolution 1 - Adoption of the Remuneration Report

1.1 Background

Consistent with section 250R of the Corporations Act, the Company submits to Shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 30 June 2018.

The Remuneration Report is a distinct section of the annual Directors’ Report which deals with the remuneration of Directors and other Key Management Personnel of the Company. The Remuneration Report can be located in the Company’s Directors’ Report.

The Resolution is advisory only and does not bind the Company or its Directors. However, the Board will consider the outcome of the vote and comments made by Shareholders at the meeting on the remuneration report when reviewing the Company’s remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the managing director / CEO) must stand for re-election.

1.2 Board Recommendation

The Board encourages all shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the meeting is appointed as your proxy and you have not directed the Chairman how to vote on Resolution 1 by signing and returning the Proxy Form, the Shareholder is considered to have provided an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

2. Resolution 2 – Re-election of Mr.Terry Cuthbertson and Mr. Rohan Boman

2.1 Background

Pursuant to Rule 5.1 of the Constitution and ASX Listing Rules, Mr Cuthbertson and Mr. Boman will retire by rotation and seek re-election.

(a) Resolution 2A – Re-election of Mr Terry Cuthbertson

Mr Cuthbertson was appointed to the Board as a Director from 2015

Qualifications: Bachelor of Business, ACA

Experience — Mr Cuthbertson Non-Executive Chairman of Austpac Resources, MNF Group Limited, Malachite Resources Limited, South American Iron & Steel Corporation Limited and NonExecutive Director of Mint Payments Limited and ISentric Limited. Previously a Partner of KPMG and Director of KPMG Corporate Finance and NSW Partner in Charge of Mergers and Acquisitions, Group Finance Director of Tech Pacific Holdings Pty Ltd which generated over $2 billion in revenues from operations throughout the Asia-Pacific Region.

Directorships held in other listed entities — Non-Executive Chairman of Austpac Resources, MNF Group Limited, Malachite Resources Limited, South American Iron & Steel Corporation Limited and Non-Executive Director of Mint Payments Limited and ISentric Limited

(b) Resolution 2B – Re-election of Mr Rohan Boman

Mr Boman was appointed to the Board July, 2016

Qualifications: None

Experience — Mr Boman has served as Director of ING Securities(Hong Kong), a divisional director for Macquarie Bank and has operated his own investment company since 2004.

Special Responsibilities — Mr Boman is a member of the Audit Committee and Nomination and Remuneration Committee.

Directorships held in other listed entities —None.

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Australian Whisky Holdings Limited ABN 62 104 600 544

2.2 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolutions 2A and 2B (Re-election of Mr Terry Cuthbertson and Mr Rohan Boman).

3. Resolution 3 – Approval of 10% Placement Capacity

3.1 General

Under ASX Listing Rule 7.1, subject to certain exceptions, a listed entity must not, without the approval of holders of ordinary securities, issue or agree to issue more equity securities than the number calculated according to the formula set out in that rule. The formula generally has the effect that, in addition to the exceptions provided, every listed entity has the ability (“ 15% Placement Capacity ”) over any 12 month period to issue equity securities equal to 15% of its issued capital at the commencement of the 12 month period.

Under ASX Listing Rule 7.1A, an “Eligible Entity” may also seek the approval of the holders of its ordinary securities by special resolution passed at an AGM to have the additional capacity (“ 10% Placement Capacity ”) to issue equity securities under ASX Listing Rule 7.1A. The exact formula for the 10% Placement Capacity is set out in ASX Listing Rule 7.1A.2 and the approval period to which it relates (generally 12 months) is set out in ASX Listing Rule 7.1A.1. The ability to issue securities under ASX Listing Rule 7.1A is in addition and separate to each listed entity’s ability to issue securities under ASX Listing Rule 7.1.

Resolution 3 is seeking approval of Shareholders by special resolution for the issue of such number of equity securities as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3 to such persons as the Board may determine and on the terms described in this Explanatory Notes.

Eligibility Criteria

A company is an “Eligible Entity” for the purposes of ASX Listing Rule 7.1A if it satisfies both the following criteria at the date of the relevant special resolution passed for the purposes of ASX Listing Rule 7.1A:

• It has a market capitalisation of AUD$300 million or less; and

• It is not included in the S&P/ASX 300 Index.

The Company currently satisfies both the above criteria, and it is anticipated that it will satisfy both these criteria at the date of the AGM.

3.2 Formula for calculating the 10% Placement Capacity

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 10% Placement Period, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of fully paid ordinary shares on issue 12 months before the date or agreement to issue:

• (i) plus the number of fully paid ordinary shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid ordinary shares that become fully paid in the 12 months;

• (iii) plus the number of fully paid ordinary shares issued in the 12 months with

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Australian Whisky Holdings Limited ABN 62 104 600 544

approval of holders of ordinary shares under ASX Listing Rule 7.1 and 7.4 (which does not include the 10% Placement Capacity);

(iv) less the number of fully paid ordinary shares cancelled in the 12 months.

D

E

is 10%;

is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 and 7.4.

3.3 Placement capacity under ASX Listing Rule 7.1 and 7.1A

The ability of an entity to issue securities under ASX Listing Rule 7.1A is in addition and separate to an entity’s ability to issue securities under ASX Listing Rule 7.1.

As at the date of this Notice of Meeting, the Company has on issue 1,339,212,384 fully paid ordinary Shares. Assuming the Company’s Shares on issue do not change, the Company will have the capacity over the course of the next 12 months to issue:

• 200,881,852 equity securities under ASX Listing Rule 7.1; and

• subject to shareholder approval being obtained under Resolution 3, 133,921,238 equity securities under ASX Listing Rule 7.1A.

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity ecurities in accordance with formula prescribed in ASX Listing Rule 7.1A.2 (Formula for calculating 10% Placement Capacity).

The Company is now seeking Shareholder approval to have the 10% Placement Capacity.

3.4 Special Resolution

Resolution 3 will only be effective if it is passed as a special resolution which requires (amongst other matters) that it be passed by at least 75% of votes cast by members entitled to vote on the resolution.

3.5 Specific Information required by ASX Listing Rule 7.3A

Minimum issue price

If the 10% Placement Capacity is used, equity securities may only be issued in reliance on the 10% Placement Capacity at an issue price of not less than 75% of the VWAP of the Company’s equity securities over the 15 trading days on which trades are recorded immediately before:

• the date on which the price at which the equity securities are to be issued is agreed; or

• if the equity securities are not issued within 5 trading days of the date referred to in paragraph (i) above, the date on which the equity securities are issued.

Dilution to existing shareholdings

If Resolution 3 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing Shareholders’ voting power and economic interests in the Company could potentially be diluted. There is a risk that:

• the market price for the Company’s equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the AGM; and

• the equity securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date, or the equity securities may be issued as part of the consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the equity securities.

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Australian Whisky Holdings Limited ABN 62 104 600 544

The table below shows:

• (i) the potential dilution of existing Shareholders on the basis of the current market price of the Shares and the current number of Shares for Variable A, calculated in accordance with the formula in ASX Listing Rule 7.1A as at the date of this Notice of Meeting;

• (ii) two further examples where Variable A has increased by 50% and 100%. Variable A is based on the number of ordinary shares the Company has on issue. The number of ordinary shares included in Variable A may increase as a result of issues of ordinary shares that do not require Shareholder approval (for example, a pro-rata entitlement issue or shares issued under a takeover offer) or future specific requirements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable A in ASX Listing Rule 7.1A.2			Dilution	Dilution
		$0.0215 50% decrease current market price	$0.043 current market price	$0.086 100% increase in current market price
Current Variable A 1,339,212,384 Shares	10% voting dilution		133,921,238 Shares
	Funds raised	$ 2,879,306	$5,758,613	$ 11,517,226
50% increase in current Variable A 2,008,808,576 Shares	10% voting dilution		200,881,857 Shares
	Funds raised	$ 4,318,959	$ 8,637,919	$ 17,275,839
100% increase in current Variable A 2,678,424,768 Shares	10% voting dilution		267,842,476 Shares
	Funds raised	$ 5,758,613	$11,517,226	$ 23,034,452

Note: The table has been prepared on the following assumptions:

• the Company issues the maximum number of equity securities available under the 10% Placement Facility.

• no options or convertible notes are exercised or converted into Shares before the date of the issue of the equity securities.

• the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the date of the AGM.

• The table shows only the effect of issue of equity securities under ASX Listing Rule 7.1A, not under the 15% Placement Capacity.

• The issue of equity securities under the 10% Placement Facility consists only of Shares.

• The issue price is $0.043, being the closing price of the Shares on ASX on 19 October, 2018.

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Australian Whisky Holdings Limited ABN 62 104 600 544

Placement Period

The Shareholder approval under Resolution 3 for the issue of equity securities is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• the date that is 12 months after the date of that annual general meeting; and

• the date of the approval by shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

(“ 10% Placement Period ”)

Purpose of 10% Placement Facility

The Company may use the funds raised from the issue of equity securities pursuant to the 10% Placement Capacity for the following purposes:

• cash consideration. In such circumstances, the Company intends to use the funds raised for general working capital and/or to fund the acquisitions new assets and investments; or

• non-cash consideration for the acquisition of new assets and investments. In such circumstances, the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A (4) and 3.10.5A upon the issue of any equity securities under the 10% Placement Facility.

Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• the methods of raising funds that are available to the Company;

• the effect of the issue of the equity securities on the control of the Company;

• the financial situation and solvency of the Company’ and

• advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Previous approval and shares issued under ASX Listing Rule 7.1

The Company previously obtained Shareholder approval under Listing Rule 7.1A at the Annual General Meeting on the 28[th] November, 2017.

Since the last Annual General Meeting a total of 809,719,969 Ordinary Shares have been issued.

20.12.17 6,666,666 fully paid ordinary shares, shareholder approval obtained 28 November, 2017

20.12.17 15,054,543 fully paid ordinary shares, shareholder approval obtained 28 November, 2017 Resolution 4

20.12.2017 89,296,969 fully paid ordinary shares, shareholder approval obtained 28 November, 2017 Resolution 5

20.12.2017 14,952,967 fully paid ordinary shares, shareholder approval obtained 28 November, 2017 Resolution 6A

20.12.2017 4,568,182 fully paid ordinary shares, shareholder approval obtained 28 November, 2017 Resolution 6B

22.05.2018 106,573,568 fully paid ordinary shares, shareholder approval obtained 22 May, 2018 Resolution 1

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Australian Whisky Holdings Limited ABN 62 104 600 544

22.05.2018 155,304,133 fully paid ordinary shares, shareholder approval obtained 22 May, 2018

Resolution 2

22.05.2018 1,692,532 fully paid ordinary shares, shareholder approval obtained 22 May, 2018 Resolution 4

22.05.2018 3,926,136 fully paid ordinary shares, shareholder approval obtained 22 May 2018

Resolution 5

22.05.2018 97,119,607 fully paid ordinary shares, shareholder approval obtained 22 May, 2018 Resolution 6

22.05.2018 3,333,333 fully paid ordinary shares, shareholder approval obtained 22 May, 2018 Resolution 7

22.05.2018 3,333,333 fully paid ordinary shares, shareholder approval obtained 22 May, 2018

Resolution 8

28.06.2018 307,925,000 fully paid ordinary shares, shareholder approval obtained 28 June, 2018 Resolution 2

All shares issued were Ordinary shares in the company. The names and details are contained in the Notice of Meetings dated the 28[th] November, 2017, 22[nd] May, 2018 and the 28th June, 2018 respectively,

The price of the issue price of the shares is disclosed in the Notices of Meeting.

In relation to Resolution 2 of the Meeting on the 28[th] June, 2018 Lark Shareholders who elected to receive shares in Australian Whisky Holdings received 12,500 shares in Australian Whisky Holdings for every one Lark Share that they owned. The deemed issue price was $0.032cents.

No issues were for cash consideration. The issues were in relation to the conversion of debt to equity for loans advanced to the company by way of either work done, services supplied or the conversion of convertible notes. For further details see the Notice of Meetings dated the 28[th] November, 2017, 22[nd] May, 2018 and the 28[th] June, 2018 respectively.

Voting exclusion statement

A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice of Meeting, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities utilising the 10% Placement Facility. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice of Meeting.

3.6 Board Recommendation

The Board believes that Resolution 3 is in the best interests of the Company and recommends that Shareholders vote in favour of this Resolution.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2:00pm (EDST) on Sunday 25 November 2018.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/awhagm2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:00pm (EDST) on Sunday, 25 November 2018. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/awhagm2018  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Australian Whisky Holdings Limited ABN 62 104 600 544

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Australian Whisky Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Royal Automobile Club, Macquarie Street Sydney NSW 2000 on Tuesday 27 November, 2018 at 2:00pm (EDST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 & 3, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1 & 3 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 & 3). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report

Resolution 2 Re-election of Mr Terry Cuthbertson and Mr Rohan Boman as Directors of the Board

Resolution 3 Approval of 10% Placement Capacity

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STEP 3 SIGNATURE OF SECURITYHOLDER

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary

Securityholder 2 Director

Securityholder 3 Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2018