Treasury Wine Estates : TWE Share Trading Policy

21 April 2022

ASX ANNOUNCEMENT

TWE Share Trading Policy

Enclosed is Treasury Wine Estates Ltd's (ASX:TWE) new Share Trading Policy which has come into effect today.

For the purposes of ASX Listing Rule 15.5, TWE confirms that this document has been authorised for release to the market by the Board.

Contacts:

Media	Investors
Melissa O'Neill	Bijan Taghian
Tel: [phone]	Tel: [phone]
Mob: [phone]	Mob: [phone]

TREASURY WINE ESTATES LIMITED

ABN 24 004 373 862

LEVEL 8, 161 COLLINS STREET MELBOURNE VIC 3000 AUSTRALIA

WWW.TWEGLOBAL.COM

Share Trading Policy

1 Introduction

At Treasury Wine Estates, we have a reputation for honesty, integrity, quality and fairness. We recognise that our reputation is one of our most valuable assets and is founded largely on the ethical and responsible behaviours of our people. We believe building and retaining the trust of others takes conscious effort and a strong commitment by each of us.

We are committed to maintaining the highest standards of conduct and ethical behaviour in all of our business activities globally by ensuring we are proud of every decision we make and every action we take.

The purpose of this Policy is to:

• • ensure that public confidence is maintained in the reputation of Treasury Wine Estates Limited (Company) and its controlled entities (together, TWE), as well as the Directors and employees of TWE, and in the trading of the Company's securities;

• • outline the policy and procedures that apply to Directors and employees when dealing in the Company's securities; and

• • recognise that some types of dealing in securities are prohibited by law.

The Company will take a substance over form approach and will have regard to the intent and spirit of this Policy when applying and enforcing it.

2 Who must comply with this Policy?

This Policy applies to all Directors of the Company and TWE employees (collectively, TWE People or individually a TWE Person).

Certain parts of this Policy apply only to Restricted Persons, who are:

• • Directors of the Company;

• • members of the Executive Leadership Team (ELT);

• • members of the Global Leadership Group;

• • members of the Group Finance Team;

• • members of the Corporate Strategy and M&A Team;

• • members of the Investor Relations Team;

• • Executive Assistants; and

• • other persons who may possess inside information and who have been advised by the Chief Sustainability and External Affairs Officer (or their delegate) that they are subject to special restrictions under this Policy (Nominated Persons).

Restricted Persons require approval before any dealing in the Company's securities and must also take steps in relation to dealings by their Connected Persons. See section 5 for further information.

3 What are the rules about insider trading?

Broadly speaking, the Corporations Act provides that a person who has Inside Information about a company must not:

• • buy or sell securities in a company, or enter in an agreement to buy or sell securities, or exercise options over securities, or otherwise apply for, acquire or dispose of securities (deal);

• • encourage someone else to deal in securities in that company; or

• • directly or indirectly provide that information to another person where they know, or ought to know, that that person is likely to deal in securities or encourage someone else to deal in securities of that company (tipping).

These restrictions apply to all securities, not just the Company's securities.

Inside Information is information that:

• • is not generally available to the market; and

• • if it were generally available to the market, a reasonable person would expect it to have a material effect (upwards or downwards) on the price or value of a security.

Inside Information may include matters of supposition, matters that are not yet certain and matters relating to a person's intentions.

4 4.1

Restrictions applying to all TWE People

No dealing while in possession of Inside Information

TWE People must not deal in the Company's securities if:

• • they are aware of Inside Information in relation to the Company; or

• • the Company has notified TWE People that they must not deal in securities (either for a specified period, or until the Company gives further notice).

4.2 The Front Page Test

It is important that public confidence in TWE is maintained. It would be damaging to TWE's reputation if the market or the general public perceived that TWE People might be taking advantage of their position in TWE to make financial gains (by dealing in securities on the basis of Inside Information).

As a guiding principle, TWE People should ask themselves:

If the market was aware of all the current circumstances, could I be perceived to be taking advantage of my position in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? (The Front Page Test)

If the TWE Person is unsure, they should consult the Chief Sustainability and External Affairs Officer.

Where any approval is required for a dealing under this Policy, approval will not be granted where the dealing would not satisfy the Front Page Test.

No short-term or speculative dealing

TWE People must not deal in the Company's securities on a short-term trading basis. Short-term trading includes buying and selling securities on market within a 3 month period and entering into other short term dealings (for example, forward contracts).

Selling shares received on vesting of entitlements under an employee, executive or Director equity plan within 3 months of the vesting date is not a short-term dealing.

TWE People must not deal in the Company's securities on a speculative basis, including short-selling. Short selling involves borrowing and selling securities in the hope that they can be bought back at a lower price in the future to close out the short position at a profit.

4.4 Hedging of Company securities

Hedging includes entering into any arrangements that operate to limit the economic risk associated with holding the Company's securities.

Company securities acquired under an employee, executive or Director equity plan operated by the Company must never be hedged prior to vesting.

Company securities must never be hedged while they are subject to a holding lock or restriction on dealing under the terms of an employee, executive or Director equity plan operated by the Company.

In addition, members of the ELT must notify the Chief Sustainability and External Affairs Officer if they enter into a derivative or hedging arrangement over any other Company securities.

4.5 Dealing in other companies' securities

TWE People may come into possession of Inside Information regarding another company where, for example, they are directly involved in client relationship management or negotiating contracts. For instance, a TWE Person may become aware that TWE is about to sign a major agreement with another company.

TWE People must not deal in the securities in another company if, by virtue of their position at the TWE, they become aware of Inside Information in relation to that company.

5 Additional restrictions applying to Restricted Persons

5.1 No dealing in blackout periods

Restricted Persons must not deal in Company securities during any of the following blackout periods:

• • the period from the close of trading on the ASX on 30 June each year until the day following the announcement to ASX of the full-year results;

• • the period from the close of trading on the ASX on 31 December each year until the day following the announcement to ASX of the half-year results;

• • the period commencing two weeks prior to the Company's Annual General Meeting and ending at the close of trading on the ASX on the day of the Annual General Meeting; and

• • any other period that the Board specifies from time to time.

Approval required for dealing outside blackout periods

During any period that is not a trading blackout period under section 5.1, Restricted Persons must, prior to any proposed dealing, seek approval for the proposed dealing in the Company's securities from the relevant person as set out in section 5.4.

Trading at any time (even if approval has been obtained under this Policy) remains subject to the insider trading prohibition in the Corporations Act.

5.3 Exceptional circumstances

If a Restricted Person needs to deal in securities during a blackout period due to exceptional circumstances and is not in possession of any Inside Information, then, they may apply for approval to deal. Exceptional circumstances are likely to include severe financial hardship or compulsion by court order.

Approval to deal will only be granted if the Restricted Person's application is accompanied by sufficient evidence (in the opinion of the person providing clearance) that the dealing is the most reasonable course of action available in the circumstances.

Unless otherwise specified in the notice, any dealing permitted under this section 5.3 must comply with the other sections of this Policy (to the extent applicable).

5.4 Written request process

Requests for approval under sections 5.2 or 5.3 should be submitted to the Chief Sustainability and External Affairs Officer, who will forward it to the relevant person designated in the table below.

Person seeking clearance to deal	Person to provide clearance ("approver")
Director	• Chairman; and • Chief Executive Officer
Chairman of the Board	• Chairman of the Audit & Risk Committee or Chairman of the Human Resources Committee; and • Chief Executive Officer
Chief Executive Officer	• Chairman; and • Chairman of the Audit & Risk Committee or Chairman of the Human Resources Committee
Member of the ELT	• Chief Executive Officer; and • Chief Sustainability and External Affairs Officer
All other Restricted Persons	• Chief Sustainability and External Affairs Officer

A request for approval to deal will be answered as soon as practicable. The approver, having consulted with other members of management as appropriate, may:

• • grant or refuse the request;

• • impose conditions on the dealing in their discretion.

The approver is not obliged to provide reasons for any aspect of their decision, and may revoke their approval at any time. If a request is not approved or an approval is revoked, that fact must be kept confidential.