LARK DISTILLING CO. LTD — Proxy Solicitation & Information Statement 2018

May 17, 2018

Australian Whisky Holdings Limited ACN 104 600 544

NOTICE OF GENERAL MEETING

to be held at 1:00pm AEST on Thursday, 28 June 2018

at The York Conference and Function Centre

95-99 York Street SYDNEY NSW 2000

Registered Office:

Australian Whisky Holdings Limited

Level 4

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

1 | P a g e

Notice is hereby given that the General Meeting of Shareholders of Australian Whisky Holdings Limited will be held at 1:00pm AEST on Thursday, 28 June 2018 at The York Conference and Function Centre 95-99 York Street Sydney NSW 2000.

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

Terms and abbreviations used in this Notice of Meeting and Explanatory Notes are defined in Schedule 1 – Glossary .

AGENDA

1. Resolution 1 - Approval on issue of shares to vendors of Lark Distillery Pty Ltd

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue of up to 334,650,000 fully paid ordinary Shares to the vendors of shares in Lark Distillery Pty Ltd in consideration of the acquisition of the shares in Lark Distillery Pty Ltd on the terms and conditions set out in the Explanatory Notes to Resolution 1 accompanying the Notice of Meeting.”

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 1 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 1(except a benefit solely by reason of being a holder of ordinary securities in the Company);

• an Associate that person.

However, the Company need not disregard a vote if:

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

2. Resolution 2 - Approval on Placement to raise up to $10,708,800 to fund the Cash Consideration of the Lark Offer

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given in respect of the issue of Shares at an issue price of no less than 3.0 cents ($0.03) to raise up to $10,708,800 and otherwise on the terms and conditions set out in the Explanatory Notes to Resolution 2 accompanying the Notice of Meeting.”

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• a person who is expected to participate in the issue of Shares considered under Resolution 2 as described in the Explanatory Notes, or any other person who will obtain a material benefit as a result of the passing of Resolution 2 (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• an Associate that person.

2 | P a g e

However, the Company need not disregard a vote if:

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

By Order of the Board of Australian Whisky Holdings Limited

==> picture [133 x 40] intentionally omitted <==

Gary Stewart Company Secretary Date: 18th May, 2018

3 | P a g e

NOTES ON VOTING INFORMATION

1. A Shareholder entitled to attend and vote at the Meeting 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 Meeting, 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 Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery, fax or online to:

Australian Whisky Holdings Limited

Street address: Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 Australia

Mailing address: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

Fax: + 61 2 9290 9655

Online: https://www.votingonline.com.au/gmjuneawy

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

1. A corporate Shareholder entitled to attend and vote at the Meeting 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 Meeting or present the document at the registration desk at the Meeting.

1. For the purposes of the Meeting, persons on the register of Shareholders as at 7:00pm AEST on 26 June 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 Meeting 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.

4 | P a g e

EXPLANATORY NOTES

1. Background

The Offer

The Company has made offers to all Lark shareholders to acquire all of the ordinary shares in Lark that it does not currently own (“ the Offer ”). The Company currently holds approximately 48.12% of the shares in Lark. On 7 May 2018, the Company confirmed that the Offer had closed, following receipt of acceptances which upon completion will take its percentage holding to 99.96%.

(i) Offer consideration

It is proposed that as consideration for the Offer, Lark shareholders may choose to receive:

• 12,500 AWY Shares for every Lark share (“ Scrip Consideration ”);

• $400 for every Lark share (“ Cash Consideration ”); or

• any combination of Scrip Consideration and Cash Consideration as each Lark shareholder may elect to receive. For the avoidance of doubt, Lark shareholders may nominate the number of Lark shares in relation to which they wish to receive Scrip consideration, and the number of shares in respect of which they wish to receive Cash Consideration.

The Scrip Consideration has been calculated based on the 30 trading days VWAP of AWY Shares as at 23 February 2018, being 3.2 cents ($0.032) per AWY Share.

Since the Company has an approximately 48.12% interest in Lark, it will only need to acquire an additional 972 Lark shares (representing approximately 1.88% of the issued shares in Lark) from Lark shareholders to exceed 50% interest in the capital of Lark, and 26,772 Lark shares (representing approximately 51.88% of the issued shares in Lark) from Lark shareholders to acquire a 100% interest in the capital of Lark.

The table below shows the pro forma capital structure of the Company assuming that the Company receives acceptances that will allow it to acquire 100% of the issued capital of Lark. The proforma capital structure below does not take into account any capital raisings that the Company may undertake to fund the consideration of the Offer.

Shares	Number
Shares on issue as at the date of this Notice of Meeting	532,868,224
Maximum number of AWY Shares issued as Scrip Consideration if the Company receives acceptances that allow it to acquire 100% interest in Lark and all Lark shareholders elect to receive Scrip Consideration	334,650,000
Maximum total AWY Shares on issue if the Company receive acceptances that allow it to acquire 100% interest in Lark and all Lark shareholders elect to receive Scrip Consideration	867,518,224
Maximum percentage increase in total AWY Shares on issue if the Company receive acceptances that allow it to acquire 100% interest in Lark and all	62.80%

5 | P a g e

Lark shareholders elect to receive Scrip Consideration

(ii) AWY shares to be issued under the Offer

If all Lark shareholders accept the Offer and subject to shareholders approval under ASX Listing Rule 7.1, AWY will have to pay consideration as follows:

• Cash Consideration of $10,708,800; or

• Scrip Consideration of 334,650,000 AWY Shares; or

• a combination of the two.

AWY does not propose a minimum acceptance condition on Lark shareholders given AWY’s existing 48.12% holding.

(iii) Offer Conditions

The Offer is subject to a number of conditions, including:

• AWY obtaining all requisite regulatory and shareholder approvals, including the shareholder approvals required for the issue of the Scrip Consideration as proposed by Resolution 1; and

• Completion of a capital raising by the Company to raise funds necessary for the payment of the Cash Consideration, being the subject of Resolution 2.

(iv) Rationale of the Offer

Lark

Established in 1992, Lark Distillery is one of Australia’s leading distilleries, producing high quality, premium spirits using traditional time honoured methods. The Distillery is located in Tasmania and runs an 1800 litre copper pot still along with a 500 litre spirit still. The range of distilled products includes the flagship Lark Single Malt Whisky and Forty Spotted Rare Tasmanian Gin. Lark also owns outright the Overeem Distillery, a producer of premium single malt Tasmanian whisky.

Lark is a private company with approximately 30 shareholders and 51,601 fully paid ordinary shares on issue. AWY currently holds 24,829 fully paid ordinary shares in Lark which represents 48.1173%. A list of shareholders of Lark as obtained from an ASIC extract dated 24 April 2018 is set out in Annexure B.

Rationale for the Acquisition of Lark

As previously announced, AWY’s business strategy is to pursue partnerships with selected distilleries in the Australian craft whisky industry. In addition to its existing shareholding in Lark (and indirectly, Overeem) in 2017 AWY completed its purchase of the business of Nant Distillery, including the premises at the historic Nant Estate in Bothwell, Tasmania. AWY also has a 12% shareholding in Tasmanian Whisky producer Redlands Estate Pty Ltd.

The vision of AWY is to have equity holdings, if not ownership, in a number of premium single malt whisky producers in Australia focussing in particular on Tasmania. AWY proposes to accelerate growth in the craft whisky industry ahead of competitors and take a leadership position in the industry. In doing so, AWY intends to lead the structuring and development of, and be instrumental in, defining the final shape of the craft whisky industry in Australia and maintaining Tasmania’s leadership position in this industry.

AWY believes that by doing this, it will provide current craft producers a platform to increase volume and it will give each brand an ability to increase profits and distribution into the higher margin markets in Asia.

6 | P a g e

AWY does not intend to interfere with the production of whisky and consolidate distilleries as it believes each distillery and distiller is unique in its production methods.

AWY is well positioned for its shareholders to benefit in the growth of this emerging industry through its unique combination of being an ASX listed company and an early stage investor in Australian craft whisky.

Currently there is no proposal or intention to change AWY’s board composition as the result of the completion of the Offer.

(v) Financial Effects on the Company

The pro forma balance statement included in Annexure A sets out the financial effect of the Offer on the Company.

(vi) Offer Timeline

Notices outlining the terms of the Offer and acceptance forms were dispatched. The Offer was closed on 7 May 2018. Completion of the Offer will, however, be conditional upon the passing of Resolution 1 and 2.

(vii) Timetable

Below is an indicative timetable in relation to the key events to occur in relation to the Offer:

Event	Indicative Date
Despatch of this Notice of Meeting	28 May,2018
Shareholder Meeting	28 June,2018
Completion of the Capital Raising	no later than 3 months after the date of the Meeting
Completion of the Offer	no later than 3 months after the date of the Meeting

2. Resolution 1 – Approval for issue of shares to vendors of Lark Distillery Pty Ltd

2.1 Background

The background of the Offer is set out in Section 1 of the Explanatory Notes. As stated in Section 1(ii) of the Explanatory Notes, if all Lark shareholders accept the Offer, AWY will have to pay consideration as follows:

• Cash Consideration of $10,708,800; or

• Scrip Consideration of 334,650,000 AWY Shares; or

• a combination of the two.

The ASX Listing Rules impose a limit on the number of securities which the Company can issue without shareholder approval. Under ASX Listing Rule 7.1, this limit in any 12-month period is up to 15% of the number of fully paid ordinary shares on issue at the beginning of the 12-month period subject to shareholder approval.

Accordingly, for the purposes of ASX Listing Rule 7.1, and for all other purposes, this Resolution 1 seeks Shareholder approval in respect of the issue of Scrip Consideration to the vendors of Lark, as the maximum number of Scrip Consideration exceeds the Company’s available 15% placement capacity under ASX Listing Rule 7.1.

7 | P a g e

For the purposes of this approval, the following information is provided in accordance with ASX Listing Rule 7.3:

(a) Maximum number of shares to be issued:

A maximum Scrip Consideration of 334,650,000 fully paid ordinary Shares will be issued to Lark shareholders in the event that all Lark shareholders accept the Offer.

(b) The date by which the shares will be issued:

The shares will be issued within three (3) months of the date of the Meeting (and the Shareholders approve the Offer). The securities will be issued on the issue date or the issue will occur progressively, depending on the timing of receipt of acceptances from Lark shareholders with respect to the Scrip Consideration.

(c) The issue price of the shares:

The shares will be issued at a deemed issue price of $0.032 (3.2 cents per share).

(d) The names of the persons who will be issued with the shares:

A list of shareholders of Lark as obtained from an ASIC extract dated 24 April 2018 is set out in Annexure B.

The shares will be issued to those Lark shareholders who choose to sell their shares in Lark to the Company and elected to receive Scrip Consideration under the Offer. If a Lark shareholder chooses not to accept the Offer or receive Cash Consideration only, no AWY Shares will be issued to that shareholder.

(e) The terms of the shares:

The issued AWY Shares will be fully paid ordinary shares and will rank equally with the Company’s existing fully paid ordinary shares.

(f) The intended use of funds raised:

No funds will be raised by the issue of shares as they are being issued as consideration for the acquisition of Lark shares.

2.2 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1 to approve the issue of shares to the relevant Lark shareholders.

3. Resolution 2 - Approval on placement to raise up to $10,708,800 to fund the Cash Consideration of the Offer

3.1 Background

Resolution 2 seeks Shareholder approval for the issue of Shares at an issue price of no less than 3.0 cents ($0.03) to raise up to $10,708,800 to fund the Cash Consideration of the Offer ( Capital Raising ).

ASX Listing Rule 7.1 provides that a company must not, without prior approval of shareholders, issue or agree to issue equity securities if the equity securities will in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

The effect of Resolution 2 will be to allow the Company to issue the Shares pursuant to the Capital Raising, without using the Company’s 15% placement capacity.

8 | P a g e

3.2 Technical information required under ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

(a) Number of securities issued

No more than $10,708,800 will be raised at an issue price of no less than $0.03 (3.0 cents per AWY Share).

(b) Date of issue

The AWY Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and depending on the timing of the receipt of acceptances from Lark shareholders for the Cash Consideration, the issue of Shares may occur progressively.

(c) Issue price

The issue price of the Capital Raising will be not less than $0.03 (3.0 cents per share).

(d) Terms of the securities issued

The Shares issued pursuant to the Capital Raising will be fully paid ordinary shares in the capital of the Company and will rank equally with other Shares on issue.

(e) Name of the person to whom securities were issued

The persons to whom, the Shares will be issued are not, as yet, identifiable, but will be sophisticated and professional investors. The persons will not be related parties of the Company.

(f) The use of the funds

The Company will use the funds raised from the Capital Raising to fund the Cash Consideration it requires to pay the Lark vendors pursuant to the Offer.

(g) Voting exclusion statement

A voting exclusion statement for Resolution 2 is included in the Notice preceding the Explanatory Notes.

9 | P a g e

SCHEDULE 1 – GLOSSARY

In this Notice and Explanatory Notes, the following terms have the following meaning unless the context otherwise requires.

A$ or $ means an Australian dollar.

Annexure means an annexure to the Explanatory Notes.

Associate has the meaning ascribed in the Corporations Act

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of ASX.

AWY Share or Share means a fully paid ordinary share in the capital of the Company.

Board or Board of Directors means the Board of Directors of the Company.

Business Day means a day on which the ASX is open for trading.

Capital Raising has the meaning given to it in section 3.1 of the Explanatory Notes.

Cash Consideration has the meaning given to it in section 1(i) of the Explanatory Notes.

Chairman means chairman of the Board, at the time of the Meeting being Mr Terry Cuthbertson or alternative.

Company or AWY means Australian Whisky Holdings Limited (ACN 104 600 544).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Notes means the explanatory notes accompanying the Notice of Meeting.

Lark means Lark Distillery Pty Ltd (ACN 100 738 074).

Notice of Meeting means the notice of meeting and Explanatory Notes convening this Meeting.

Offer has the meaning given to it in section 1(i) of the Explanatory Notes.

Proxy Form means the proxy form attached to the Notice.

Resolutions means the resolutions put to the shareholders of the Company at the Meeting.

Scrip Consideration has the meaning given to it in section 1(i) of the Explanatory Notes.

Shareholder means the Company’s existing shareholders at the date of the Notice of Meeting.

VWAP means volume weighted average price.

10 | P a g e

ANNEXURE A

PRO FORMA BALANCE SHEET

AUSTRALIAN WHISKY HOLDINGS LIMITED PRO-FORMA STATEMENT OF FINANCIAL POSITION

			AWY December 31 2017		Placement- capital raising		Conversion of Debt to Equity		Pro-forma December		Lark as at 30 June				adjustments		Pro-forma Consolidated
													Consolidation
	CURRENT ASSETS
	Cash and Cash equivalents		465,700		10,209,951				10,675,651		250,159						10,925,810
	Trade and other receivables		444,873						444,873		294,089						738,962
	Inventories		2,125,466						2,125,466		142,811						2,268,277
	Other current investments		90,697						90,697		5,936,428						6,027,125
	TOTAL CURRENT ASSETS		3,126,736						13,336,687		6,623,487						19,960,174
	NON-CURRENT ASSETS
	Property plant and equipment		9,518,442						9,518,442		2,597,838						12,116,280
	Other receivables		52,129						52,129								52,129
	Financial assets		8,110,863						8,110,863				10,708,800		-16,747,446		2,072,217
	Intangible assets		26,348						26,348		414,459						440,807
	Deferred tax asset										43,445						43,445
	Goodwill												8,380,416				8,380,416
	TOTAL NON-CURRENT ASSETS		17,707,782						17,707,782		3,055,742						20,763,524
	TOTAL ASSETS								31,044,469		9,679,229						40,723,698
	CURRENT LIABILITIES
	Trade and other payables		2,380,321						2,380,321		786,491						3,166,812

Short term provisions	132,846			132,846	111,732		244,578
Financial liabilities	5,698,849		-2,380,000	3,318,849	197,302		3,516,151
TOTAL CURRENT LIABILITIES	8,212,016			5,832,016	1,095,525		6,927,541
NON-CURRENT LIABILITIES
Financial liabilities	7,458,764			7,458,764	189,094		7,647,858
Provisions					17,436		17,436
Other payables					10,144		10,144
TOTAL NON-CURRENT
LIABILITIES	7,458,764			7,458,764	216,674		7,675,438
TOTAL LIABILITIES	15,670,780			13,290,780	1,312,199		14,602,979
NET ASSETS	5,163,738			17,753,689	8,367,030		26,120,719
EQUITY
Issued capital	31,871,232	10,856,331	2,380,000	45,107,563	8,094,206	-8,094,206	45,107,563
Reserves	140,555			140,555			140,555
Accumulated Losses	-26,848,049	-646,380		-27,494,429	272,824	-272,824	-27,494,429
TOTAL EQUITY	5,163,738			17,753,689	8,367,030		26,120,719

1 | P a g e

ANNEXURE B

LIST OF LARK SHAREHOLDERS BASED UPON ASIC RECORD AS OF 24 APRIL 2018

No.		Shareholder
1.	AUSTRALIAN WHISKY HOLDINGS LIMITED(ACN104 600 544)
2.	KRISTY SARAH BOOTH
3.	LYNETTE THERESE LARK WILLIAM DAVID BLAKE LARK
4.	GROSVENOR INVESTMENTS PTY. LTD. (ACN009 514 167)
5.	WYSCAN PTY. LIMITED(ACN009 649 101)
6.	DOUBLE PTY. LIMITED(ACN054 009 175)
7.	RAMAI PTY. LTD.(ACN061 750 614)
8.	P.K.J. PTY LTD(ACN070 144 286)
9.	HOOKED SCARF PTY LIMITED(ACN106 266 291)
10.	CLARONGA PTY LTD(ACN108 344 289)
11.	A.C.N. 122 201 110 PTY LTD(ACN122 201 110)
12.	PARAMUL PTY LTD(ACN140 000 602)
13.	P J & K E O'DWYER SUPERANNUATION
14.	KENNETH BRUCE FLEMING DIANNE FLEMING
15.	ANDREW IAN FARQUHAR
16.	BRUCE RAYMOND HOOPER
17.	MARGOT LOUISE HUXLEY
18.	MARIA MATIJA BRESIC
19.	MARK MURTON PTY. LTD.(ACN003 506 867)
20.	SHADSUPER PTY. LTD.(ACN009 591 164)
21.	BENSAM INVESTMENTS PTY LTD(ACN078 885 122)
22.	KRISAMI INVESTMENTS PTY LTD(ACN092 599 150)
23.	ELMSIDE HOLDINGS PTY. LTD(ACN095 346 268)
24.	FAIRISLE HOLDINGS PTY LIMITED(ACN124 317 237)
25.	BENMOL PTY LTD(ACN128 465 949)
26.	CAMM FAMILY SUPER PTY LTD(ACN148 975 731)
27.	SUETONE PTY LTD(ACN600 092 573)
28.	REX FAMILY PENSION PLAN PTY LTD(ACN617 810 330)
29.	LLOYD ELLIOTT CLARK JAN ELIZABETH CLARK
30.	TIMOTHY TULLOCH BROCK LEWIS MRS CATHERINE ANNE LEWIS

==> picture [177 x 150] intentionally omitted <==

2 | P a g e

==> picture [142 x 121] intentionally omitted <==

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 1:00pm AEST on Tuesday, 26 June 2018.

 TO VOTE ONLINE

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

.

==> picture [15 x 15] intentionally omitted <==

BY SMARTPHONE

==> picture [85 x 64] intentionally omitted <==

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 1:00pm AEST on Tuesday, 26 June 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/gmjuneawy  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 ACN 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 General Meeting of the Company to be held at The York Conference and Function Centre, 95-99 York Street, Sydney NSW 2000 on Thursday, 28 June 2018 at 1:00pm AEST 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.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

	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 calculatingthe required majorityif apoll is called.
	Resolution 1 Approval on issue of shares to vendors of Lark Distillery Pty Ltd For Against Abstain* Resolution 2 Approval on Placement to raise up to $10,708,800 to fund the Cash Consideration of the Lark offer

For Against Abstain*

STEP 3 SIGNATURE OF SECURITYHOLDERS

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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