TREASURY WINE ESTATES LIMITED — Director's Dealing 2018

Nov 13, 2018

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14 November 2018

Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

Via: Online Lodgment

Change of Director’s Interest Notice – Michael Clarke

The attached Appendix 3Y relates to changes in the relevant interest in the Company’s securities held by the Chief Executive Officer of Treasury Wine Estates Limited (TWE), Michael Clarke.

Mr Clarke has been granted 285,963 performance rights under the F19 Long Term Incentive Plan as approved at the Company’s Annual General Meeting held on 18 October 2018.

Following these transactions Mr Clarke has increased his relevant interest in performance rights to 1,252,451 and continues to hold a relevant interest in 942,875 ordinary shares of the Company. Further details are provided in the Appendix 3Y.

Yours sincerely

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Fiona Last Company Secretary

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T R E A S U R Y W I N E E S T A T E S L I M I T E D A B N 2 4 0 0 4 3 7 3 8 6 2 L E V E L 8 , 1 6 1 C O L L I N S S T R E E T M E L B O U R N E V I C 3 0 0 0 A U S T R A L I A W W W . T W E G L O B A L . C O M

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	TREASURY WINE ESTATES LIMITED
ABN	24 004 373 862

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	MICHAEL ANTHONY CLARKE
Date of last notice	7 November 2018

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	12 November 2018
No. of securities held prior to change	Direct: 626,262 ordinary shares fully paid in the share capital of Treasury Wine Estates Limited. Indirect: 210,000 ordinary shares fully paid in the share capital of Treasury Wine Estates Limited held by Fiona Clarke (spouse). Direct: FY17 Short Term Incentive Plan 38,119 ordinary shares restricted pursuant to the terms of the FY2017 Short Term Incentive Plan. Direct: FY18 Short Term Incentive Plan 68,494 ordinary shares restricted pursuant to the terms of the FY2018 Short Term Incentive Plan. Direct: FY17 Long Term Incentive Plan 452,205 performance rights (to acquire shares) held under the terms of the FY2017 Long Term Incentive Plan. Direct: FY18 Long Term Incentive Plan 514,283 performance rights (to acquire shares) held under the terms of the FY2018 Long Term Incentive Plan.
Class	Performance rights (to acquire ordinary shares)

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	285,963 performance rights
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	-
No. of securities held after change	Direct: 626,262 ordinary shares fully paid in the share capital of Treasury Wine Estates Limited. Indirect: 210,000 ordinary shares fully paid in the share capital of Treasury Wine Estates Limited held by Fiona Clarke (spouse). Direct: FY17 Short Term Incentive Plan 38,119 ordinary shares restricted pursuant to the terms of the FY2017 Short Term Incentive Plan. Direct: FY18 Short Term Incentive Plan 68,494 ordinary shares restricted pursuant to the terms of the FY2018 Short Term Incentive Plan. Direct: FY17 Long Term Incentive Plan 452,205 performance rights (to acquire shares) held under the terms of the FY2017 Long Term Incentive Plan. Direct: FY18 Long Term Incentive Plan 514,283 performance rights (to acquire shares) held under the terms of the FY2018 Long Term Incentive Plan. Direct: FY19 Long Term Incentive Plan 285,963 performance rights (to acquire shares) held under the terms of the FY2019 Long Term Incentive Plan.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Performance rights granted under the FY2019 Long Term Incentive Plan as approved at the Company’s 2018 Annual General Meeting held on 18 October 2018.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was N/A this provided?

Dated 14 November 2018

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3