Treasury Wine Estates : ASX Appendix 3G

15 December 2020

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Via: Online Lodgement

Notification of issue of equity securities

Attached is an Appendix 3G Notification of issue of equity securities, with respect to deferred share rights granted under the Company's Mid Term Incentive Plan.

For the purposes of ASX Listing Rule 15.5, Treasury Wine Estates Limited confirms that this document has been authorised for release to the market by the Chairman of the Board.

Yours sincerely

Kirsten Gray

Chief Corporate Services Officer and Company Secretary

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

This appendix is not available as an online form
Please fill in and submit as a PDF announcement	+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	Treasury Wine Estates Limited
	We (the entity here named) give notice of the issue,
	conversion or payment up of the following unquoted
	+securities.
1.2	*Registration type and number	ABN 24 004 373 862
	Please supply your ABN, ARSN, ARBN, ACN or
	another registration type and number (if you supply
	another registration type, please specify both the type
	of registration and the registration number).
1.3	*ASX issuer code	TWE
1.4	*This announcement is	☒ A new announcement
	Tick whichever is applicable.	☐ An update/amendment to a previous
		announcement
		☐ A cancellation of a previous
		announcement
1.4a	*Reason for update	N/A
	Mandatory only if "Update" ticked in Q1.4 above. A
	reason must be provided for an update.
1.4b	*Date of previous announcement to this	N/A
	update
	Mandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellation	N/A
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to this	N/A
	cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.5	*Date of this announcement	15 December 2020

+ See chapter 19 for defined terms
31 January 2020	Page 1

This appendix is not available as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
Part 2 - Type of issue
	Question	Question	Answer
	No.
	2.1	*The +securities the subject of this	☐ +Securities issued as a result of options
		notification are:	being exercised or other +convertible
		Select whichever item is applicable.	+securities being converted and that are
		If you wish to notify ASX of different types of issues of	not to be quoted on ASX
		securities, please complete a separate Appendix 3G	☐ Partly paid +securities that have been
		for each type of issue.
		fully paid up and that are not to be
			quoted on ASX
			☒ +Securities issued under an +employee
			incentive scheme that are not being
			immediately quoted on ASX
			☐ Other [please specify]
			If you have selected 'other' please provide the
			circumstances of the issue here:
	2.2a.1	Please state the number and type of	N/A
		options that were exercised or other
		+convertible securities that were converted
		(including their ASX security code if
		available)?
		Answer this question if your response to Q2.1 is
		"securities issued as a result of options being
		exercised or other convertible securities being
		converted and that are not to be quoted on ASX".
	2.2a.2	And the date the options were exercised or	N/A
		other +convertible securities were
		converted:
		Answer this question if your response to Q2.1 is
		"securities issued as a result of options being
		exercised or other convertible securities being
		converted and that are not to be quoted on ASX".
		Note: If this occurred over a range of dates, enter the
		date the last of the options was exercised or
		convertible securities was converted.
	2.2b.1	Please state the number and type of partly	N/A
		paid +securities that were fully paid up
		(including their ASX security code if
		available)?
		Answer this question if your response to Q2.1 is
		"partly paid securities that have been paid up and that
		are not to be quoted on ASX".
	2.2b.2	And the date the +securities were fully paid	N/A
		up:
		Answer this question if your response to Q2.1 is
		"partly paid securities that have been paid up and that
		are not to be quoted on ASX".
		Note: If this occurred over a range of dates, enter the
		date the last of the securities was fully paid up.

+ See chapter 19 for defined terms
31 January 2020	Page 2

This appendix is not available as an online form		Appendix 3G
Please fill in and submit as a PDF announcement		Notification of issue, conversion or
							payment up of equity +securities
	2.2c.1		Please state the number and type of		2,837 deferred share rights (TWE) granted
			+securities (including their ASX security		under the TWE Mid Term Incentive Plan
			code) issued under an +employee		(MTIP)
			incentive scheme that are not being
			immediately quoted on ASX
			Answer this question if your response to Q2.1 is
			"securities issued under an employee incentive
			scheme that are not being immediately quoted on
			ASX".
	2.2c.2		*Please attach a document or provide		Each deferred share right granted under the
			details of a URL link for a document lodged		MTIP is a right to receive one fully paid
			with ASX detailing the terms of the		ordinary share in Treasury Wine Estates
			+employee incentive scheme or a		Limited on vesting of the deferred share
			summary of the terms.		right, subject to meeting certain
			Answer this question if your response to Q2.1 is		performance conditions and ongoing
			"securities issued under an employee incentive		employment with TWE.
			scheme that are not being immediately quoted on
			ASX".
						Deferred share rights are granted to
						employees for the purposes of attracting,
						retaining and motivating key employees
						within the Group.
						For further details regarding the MTIP, refer
						to the 2020 Remuneration Report available
						at https://www.tweglobal.com/investors
	2.2c.3		*Are any of these +securities being issued		No
			to +key management personnel (KMP) or
			an +associate
			Answer this question if your response to Q2.1 is
			"securities issued under an employee incentive
			scheme that are not being immediately quoted on
			ASX".
	2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them.
			Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are
			not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table
			below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
			KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,
			insert the name of the associate in "Name of registered holder".
			Name of KMP	Name of registered holder		Number of +securities
			N/A	N/A		N/A
	2.2d.1		*The purpose(s) for which the entity is		☐ To raise additional working capital
			issuing the +securities is:		☐ To fund the retirement of debt
			Answer this question if your response to Q2.1 is
				☐ To pay for the acquisition of an asset
			"Other".
			You may select one or more of the items in the list.			[provide details below]
						☐ To pay for services rendered
							[provide details below]
						☐ Other [provide details below]
						Additional details:

+ See chapter 19 for defined terms
31 January 2020	Page 3