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Treasury Wine Estates Limited – Information Memorandum In relation to the application for admission of Treasury Wine Estates Limited to the official list of ASX For personal use only Ref:BJ/SM FOST2205-9069112 © Corrs Chambers Westgarth 1 Purpose of Information Memorandum This Information Memorandum has been prepared by Treasury Wine Estates Limited ABN 24 004 373 862 (Treasury Wine Estates) in connection with its application for: (a) admission to the official list of ASX; and (b) Treasury Wine Estates Shares to be granted official quotation on the stock market conducted by ASX. The Information Memorandum will only apply if the Demerger is approved and implemented. This Information Memorandum: • is not a prospectus or disclosure document lodged with ASIC under the Corporations Act; and • does not constitute or contain any offer of Treasury Wine Estates Shares for subscription or purchase or any invitation to subscribe for or buy Treasury Wine Estates Shares. 2 Incorporation of Demerger Scheme Booklet (a) Capitalised terms defined in the Booklet prepared by Foster’s Group Limited ABN 49 007 620 886 (Foster’s) dated 17 March 2011 (a copy of which is included as Appendix 1 to this Information Memorandum) have the same meaning where used in this Information Memorandum (unless the context requires otherwise). (b) The following parts of the Booklet, and any supplementary booklets issued in connection with the Demerger Scheme, are taken to be included in this Information Memorandum: • Important notices and disclaimers, to the extent that it relates to Treasury Wine Estates; • Key dates, to the extent that it relates to Treasury Wine Estates; • What Foster’s Shareholders need to do, to the extent that it relates to Treasury Wine Estates; • Chairman’s letter, to the extent that it relates to Treasury Wine Estates; • Demerger overview, to the extent that it relates to Treasury For personal use only Wine Estates; • Frequently asked questions, to the extent that it relates to Treasury Wine Estates; • Section 1.1 (Key attributes of Treasury Wine Estates); • Section 2 (Advantages, disadvantages and risks of the Demerger) to the extent that it relates to Treasury Wine Estates; • Section 3 (Details of the Demerger), to the extent that it relates to Treasury Wine Estates; • Section 4 (Description of Treasury Wine Estates); • Section 5 (Financial information on Treasury Wine Estates); • Section 8 (Business risks in relation to Treasury Wine Estates and Foster’s), to the extent that it relates to Treasury Wine Estates; • Section 9 (Australian taxation implications of the Demerger), to the extent that it relates to Treasury Wine Estates; • Section 10 (Investigating Accountant’s Report), to the extent that it relates to Treasury Wine Estates; • Section 11 (Concise Independent Expert’s Report), to the extent that it relates to Treasury Wine Estates; • Section 12 (Additional information), to the extent that it relates to Treasury Wine Estates; • Section 14 (Deed Poll); • Section 16 (Glossary of terms); and • Corporate directory, to the extent that it relates to Treasury Wine Estates. 3 ASX Listing 3.1 Information Memorandum contents The Treasury Wine Estates Directors believe that this Information Memorandum contains all the information which would have been required under section 710 of the Corporations Act if the Information Memorandum were a prospectus in respect of an offering by Treasury Wine Estates of the same number of Treasury Wine Estates Shares as will be transferred to Scheme Participants (other than Small Shareholders electing to sell their Treasury Wine Estates Shares under the Sale Facility and Ineligible Overseas Shareholders) under the Scheme. 3.2 ASX takes no responsibility for the Information Memorandum Neither ASX nor any of its officers take any responsibility for the contents of this Information Memorandum. The fact that ASX may admit Treasury Wine Estates to the official list of ASX should not be taken in any way as an For personal use only indication of the merits of an investment in Treasury Wine Estates. 3.3 Capital raisings On 21 December 2010, Treasury Wine Estates issued 3.5 billion Treasury Wine Estates Shares to Foster’s Australia Limited (which was and as at the date of this document remains Treasury Wine Estates’ sole shareholder) for an amount of $1 for each share. The issue price was applied towards a partial repayment of an intercompany receivable owed by Treasury Wine Estates to Foster’s Australia Limited. No further issues of securities are proposed by Treasury Wine Estates prior to the Demerger. Treasury Wine Estates will not need to raise any capital for three months after the date of this Information Memorandum. However, Treasury Wine Estates may, if the Demerger proceeds, issue Treasury Wine Estates Shares to officers and employees in the three months after the date of this Information Memorandum under its proposed employee incentive schemes as described in Sections 4.7(b) and 4.8(c) of the Booklet. 4 Disclosure of interests 4.1 Directors Other than as set out in this Information Memorandum, no director or proposed director of Treasury Wine Estates, or any entity in which the director or proposed director is member or partner, has at the date of this Information Memorandum, or has had within two years before the date of this Information Memorandum, any interest in the promotion of Treasury Wine Estates or in any property acquired or proposed to be acquired by Treasury Wine Estates and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any director or proposed director, or to any entity in which a director or proposed director is a member or partner, either to induce them to become, or to qualify them as, a director, or otherwise for services rendered by them or by the entity in connection with the promotion or formation of Treasury Wine Estates. 4.2 Experts Except as set out in this Information Memorandum, no expert named in this Information Memorandum or entity in which any such expert is a partner or member has any interest in the promotion of Treasury Wine Estates or in any property acquired or proposed to be acquired by Treasury Wine Estates and no amounts, whether in cash or securities or otherwise, have been paid or agreed to be paid by any person to any such expert or to any entity in which any such expert is a partner or member for services rendered by him or her or the entity in connection with the promotion or formation of Treasury Wine Estates. 5 Consents For personal use only Each of the parties named in this section as consenting parties: • has given and has not, before the date of this Information Memorandum, withdrawn its written consent to be named in this Information Memorandum in the form and context in which it is named; • has given and has not, before the date of this Information Memorandum, withdrawn its written consent to the inclusion of their respective statements and reports (where applicable) noted next to their names in this Section, and the references to those statements and reports in the form and context in which they are included in this Information Memorandum; • does not make, or purport to make, any statement in this Information Memorandum other than those statements referred to in this section in respect of that person’s name (and as consented to by that person); and • to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Information Memorandum. Mr Paul Rayner, Mr Peter Hearl and Mr Warwick Every-Burns have consented to be named in this Information Memorandum as future Treasury Wine Estates Directors, but have not been involved or engaged in the preparation of this Information Memorandum and its contents. The term “consent”, as used in this Information Memorandum, is used solely in the context of this Information Memorandum and as that term is used in Australia. It is different from, and therefore not to be used as that term is or would be used in the United States, including as defined under securities law in the United States, in particular the Securities Act. Role Consenting Party Share Registry Computershare Investor Services Pty Limited Australian legal and Corrs Chambers Westgarth taxation adviser Independent Expert Grant Samuel, in relation to the Independent Expert’s Report and any statements based on that report Investigating PwC Securities Accountant Auditor PricewaterhouseCoopers Treasury Wine Mr Paul Rayner, Mr Peter Hearl and Mr Warwick Estates’ new Non- Every-Burns Executive Directors For personal use only 6 Supplementary information Treasury Wine Estates and/or Foster’s will issue a supplementary Information Memorandum if either of them becomes aware of any of the following between the date of this Information Memorandum and the date the Treasury Wine Estates Shares are quoted on ASX: • a material statement in this Information Memorandum being misleading or deceptive; • a material omission from this Information Memorandum; • a significant change affecting a matter included in this Information memorandum; or • a significant new matter arising that would have been required to be included in this Information Memorandum if it had arisen before the date of this Information Memorandum. For personal use only 7 Max G Outd, Director ,/ Öot{¿-*,.0(< Lyndsey Cattermole AM, Director Paul Rayner, Dated: 11 - 5- \ I For personal use only Appendix 1 Booklet For personal use only Foster’s Demerger Booklet FOSTER’S GROUP LIMITED DEMERGER BOOKLET DEMERGER of Treasury Wine Estates Limited by Foster’s Group Limited (ABN 49 007 620 886) VOTE IN FAVOUR Each Foster’s Director recommends that Foster’s Shareholders vote in favour of the resolutions to approve the Demerger. The Independent Expert has concluded that the Demerger is, on balance, in the best interests of Foster’s Shareholders.

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