TREASURY WINE ESTATES LIMITED — Major Shareholding Notification 2013

Oct 29, 2013

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme Treasury Wine Estates Limited

ACN/ARSN

1. Details of substantial holder(1)

Name	BlackRock Group (BlackRock Inc. and subsidiaries named in Anenxures to	BlackRock Group (BlackRock Inc. and subsidiaries named in Anenxures to
ACN/ARSN (if applicable)	this form)
The holder ceased to be a
substantial holder on		/ / 25 10 13
The previous notice was given to the company on		/ / 22 10 13
The previous notice was dated		/ / 17 10 13

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change(5)	Class (6) and number of securities affected	Person's votes affected
	Annexure A & C

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Annexure B

Signature

print name sign here	capacity Belinda Plotkin Company Secretary
	date / / 29 10 2013

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

(4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder

Belinda Plotkin, Company Secretary

29-Oct-13 Date

2. Changes in relevant interests

Treasury Wine Estates Ltd. (TWE)

Date of Change	Person whose relevant interest changed	Nature of change (4) / Consideration given in relation to change (5)	Nature of change (4) / Consideration given in relation to change (5)	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
18-Oct-13	BlackRock Investment	on mkt purchase	4.70	ord	14,318	14,318
	Management (UK) Ltd
18-Oct-13	BlackRock Investment	on mkt purchase	4.70	ord	50,774	50,774
	Management (UK) Ltd
18-Oct-13	BlackRock Fund Advisors	in specie	n/a	ord	23,360	23,360
21-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.77	ord	411	411
21-Oct-13	BlackRock Japan Co Ltd	on mkt sale	4.70	ord	-1,131	-1,131
21-Oct-13	BlackRock Advisors (UK) Limited	on mkt sale	4.77	ord	-71,335	-71,335
21-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.77	ord	2,507	2,507
21-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.77	ord	16,055	16,055
21-Oct-13	BLK Asset Management North Asia	collateral transfer	n/a	ord	19,779	19,779
	Limited
22-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.73	ord	3,672	3,672
22-Oct-13	BlackRock Fund Advisors	on mkt purchase	4.76	ord	506	506
22-Oct-13	BLK Asset Management North Asia	collateral transfer	n/a	ord	-70,295	-70,295
	Limited
23-Oct-13	BlackRock Advisors, LLC	on mkt sale	4.78	ord	-5,000	-5,000
23-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.62	ord	1,807	1,807
24-Oct-13	BlackRock Advisors, LLC	on mkt sale	4.53	ord	-351,006	-351,006
24-Oct-13	BlackRock Advisors, LLC	on mkt sale	4.53	ord	-298,994	-298,994
24-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.54	ord	548	548
24-Oct-13	BlackRock Investment	on mkt purchase	4.54	ord	2,321	2,321
	Management (Australia) Limited
24-Oct-13	BlackRock Investment	on mkt purchase	4.54	ord	5,649	5,649
	Management (Australia) Limited
24-Oct-13	BlackRock Japan Co Ltd	on mkt sale	4.50	ord	-10,314	-10,314
24-Oct-13	BlackRock Investment	on mkt purchase	4.54	ord	2,575	2,575
	Management (Australia) Limited
24-Oct-13	BlackRock Investment	on mkt purchase	4.54	ord	6,266	6,266
	Management (Australia) Limited
24-Oct-13	BlackRock Investment	on mkt sale	4.54	ord	-4,896	-4,896
	Management (Australia) Limited
25-Oct-13	BlackRock Advisors, LLC	on mkt sale	4.51	ord	-414,294	-414,294
25-Oct-13	BlackRock Advisors, LLC	on mkt sale	4.51	ord	-352,906	-352,906
25-Oct-13	BlackRock Advisors (UK) Limited	on mkt sale	4.53	ord	-679	-679
25-Oct-13	BlackRock Advisors (UK) Limited	on mkt purchase	4.53	ord	137	137
25-Oct-13	BlackRock Fund Advisors	in specie	n/a	ord	33,031	33,031
25-Oct-13	BlackRock Advisors (UK) Limited	on mkt sale	4.53	ord	-10,637	-10,637
25-Oct-13	BlackRock Fund Advisors	in specie	n/a	ord	4,218	4,218
25-Oct-13	BLK Asset Management North Asia	collateral transfer	n/a	ord	75,903	75,903
	Limited

page 1 of 1

TWE

Annexure B

This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

29-Oct-13 Belinda Plotkin, Date Company Secretary

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
BlackRock Group
BlackRock Inc.	55 East 52nd Street
	New York NY 10055 USA
BlackRock (Netherlands) B.V.	Rembrandt Tower, 17th floor
	Amstelplein
	Amsterdam Netherlands
BlackRock Advisors, LLC	100 Bellevue Parkway
	Wilmington, DE 19809
BlackRock Asset Management Canada Limited	161 Bay Street, Suite 2500
	Toronto, Ontario M5J 2S1
BlackRock Financial Management, Inc.	40 E. 52nd Street
	New York, NY 10022
BlackRock Fund Advisors	400 Howard Street
	San Francisco, CA, 94105
BlackRock Institutional Trust Company, N.A.	400 Howard Street
	San Francisco, CA, 94105
BlackRock Investment Management (UK) Ltd	12 Throgmorton Avenue
	London EC2N 2DL UK
BlackRock Investment Management, LLC	1 University Square Drive, Princeton, NJ 08540
BlackRock Advisors (UK) Ltd.	Murray House
	1Royal Mint Court
	London, EC3N 4HH, UK
BlackRock Investment Management (Aust) Ltd (ACN	Level 26, 101 Collins St
006 165 975)	Melbourne Australia
BlackRock Asset Management Australia Limited (ACN	Level 43, Grosvenor Place
001 804 566)	225 George Street
	Sydney NSW 2000 Australia
BlackRock Japan Co. Ltd.	Sapia Tower
	1-7-12 Marunouchi, Chiyoda-ku,
	Tokyo, 100-0005 Japan
BlackRock Capital Management, Inc.	100 Bellevue Parkway
	Wilmington, DE 19809
BlackRock International Ltd.	40 Torphichen Street
	Edinburgh EH3 8JB
BlackRock Asset Management North Asia Limited	16/F, 2 Queen’s Road
	Cheung Kong Center
	Hong Kong

page 1 of 1

TWE

Annexure C

This is Annexure C of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder.

	29-Oct-2013
Belinda Plotkin, Company Secretary	Date
Type of agreement:	Global Master Securities Lending Agreement
Parties to agreement:	Party A - Citigroup Global Markets Limited
	Party B - HSBC Institutional Trust Services (Asia) Limited
Transfer date:	Refer to Annexure A (transactions identified as collateral
	transfers)
Holder of voting rights:	BlackRock Asset Management North Asia Limited (as
	investment manager for the funds)
Are there any restrictions on voting rights?	Yes. Unless otherwise agreed between the parties, the
	Registered Owner will not exercise any voting rights.
If yes, detail
Scheduled return date (if any):	Not applicable.
Does the borrower have the right to return early?	Yes.
If yes, detail	Upon an Event of Default under the GMSLA, the GMSLA provides, broadly, that both parties payment and delivery
	obligations will be accelerated and replaced with an obligation of
	one party to pay a single cash sum to the other determined in
	accordance with the provisions of the GMSLA (as modified by
	the Annex). The GMSLA provides that the parties’ right to
	terminate the Agreement upon notice will not affect the parties’
	existing obligations in respect of any outstanding loans of
	securities. The Annex amended and restricted the Borrower's
	termination rights – i.e. Borrower may not have the right to
	terminate and return the borrowed securities - as the Borrower
	was to borrow the securities issued by it (or its sister company)
	to provide protection against the insolvency of the issuer and so
	usual rights of termination in a GMSLA were restricted.
	Subject to the terms of the relevant Loan, the Borrower, may
	early terminate a Loan and return Equivalent Securities at any
	time provided that it “shall cease to have such entitlement if an
	Act of Insolvency with respect to any Security Issuer or any of
	the Borrower’s or any Security Issuer’s affiliates has occurred, or
	any such person takes any steps preparatory to any of the
	matters which would constitute an Act of Insolvency
Does the lender have the right to recall early?	Yes, at notice.
If yes, detail
Will the securities be returned on settlement?	Yes.
If yes, detail any exceptions

A copy of this agreement will be provided to Treasury Wine Estates Ltd. or the Australian Securities and Investments Commission upon request.

K:\legal\substantial shareholder notices\post BGI\TWE _ 2013 10 25 _ 605.docx