2025 Notice of Annual General Meeting

Australian Vintage Limited

ACN 052 179 932

Notice of Annual General Meeting

Notice is given that the Annual General Meeting (AGM) of Australian Vintage Limited (Company) will be held on Wednesday,

12 November 2025 beginning at 2.00pm (Sydney time) at Pricewaterhouse Coopers, Level 17, One International Towers, Watermans Quay, Barangaroo NSW 2000.

The AGM will be held as a physical meeting. Shareholders can register in person at the meeting from 1.30pm.

How to ask questions

We welcome questions from shareholders before and during the AGM. The Chair of the AGM will endeavour to answer all questions put to the meeting.

Asking questions prior to the AGM

You can ask the Company or the auditor a question in one of the following ways:

• if you lodge your proxy online, select 'ask a question of AVL or the Auditor' and follow the prompts;

• email corporate.investor.relations@australianvintage.com.au; or

• post your question to the Company Secretary at 275 Sir Donald Bradman Drive, Cowandilla South Australia 5033.

Your questions (other than questions you wish to ask at the AGM) must be received by 5:00pm (Sydney time) on 10 November 2025.

Asking questions during the AGM

The Chair will outline the process during the meeting.

ORDINARY BUSINESS

1. Accounts

   To consider and receive the Financial Report, the Directors Report and the Auditor's Report of the Company for the year ended 30 June 2025.

   Australian Vintage Limited 30 June 2025 Annual Report is now available at: https://www.avlwines.com.au/investor-centre/

2. Re-election of a Director Resolution 1

   To consider and if thought fit, pass the following resolution as an ordinary resolution:

   "That Michael Byrne is re-elected as a non-executive director of the Company."

3. Appointment of Auditor Resolution 2

   To consider and if thought fit, pass the following resolution as an ordinary resolution:

   
   
   
   
   
   
   
   
   
   
   
   

   "That, subject to the consent of Australian Securities & Investments Commission to the current auditor resigning as auditor of the Company as at the date of this Annual General Meeting, Pricewaterhouse Coopers (PwC), having consented in writing to act as auditor of the Company and been duly nominated in accordance with section 328B(1) of the Corporations Act 2001, be appointed as auditor of the Company pursuant to section 327B of the Corporations Act 2001 from the conclusion of this Annual General Meeting".

   AUSTRALIAN VINTAGE LIMITED

4. Adoption of Remuneration Report Resolution 3

   To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   "That the Remuneration Report of the Company for the year ended 30 June 2025 be adopted."

   Notes:

   1. In accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Corporations Act), the vote on this item is advisory only and does not bind the directors or the Company. Shareholders should note that the result of the vote on this item may affect how next year's AGM is run.

   2. A voting exclusion statement applies to this resolution (see Notes for details).

NOTES

1. Entitlement to Attend and Vote

   For the purposes of the meeting, those shareholders who are registered members as at 7:00pm Sydney time on 10 November 2025 will be voting members for the meeting. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.

2. Voting Exclusion Statements Resolution 3

   A vote on Resolution 3 must not be cast as a proxy by or on behalf of any of the following persons:

   1. a member of the key management personnel details of whose remuneration are included in the Remuneration Report; or

   2. a closely related party of such a member.

      However, a person described above may cast a vote on Resolution 3 as a proxy if the vote is not cast on behalf of a person described above and either:

      1. the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

      2. the person is the chair of the meeting and the appointment of the chair as proxy:

         • does not specify the way the proxy is to vote on the resolution; and

         • expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

      If you have appointed the Chair of the meeting as your proxy and you do not mark either "For", "Against" or "Abstain" on the proxy form, you expressly authorise the Chair to exercise any proxies held by him. The Chair intends to vote any undirected proxies in favour of Resolution 3.

3. Appointment of Proxies

   A member entitled to attend and vote at the above meeting is entitled to appoint a person as its proxy to attend and vote for the member at the meeting. An appointed proxy need not be a member of the Company and may be an individual or a body corporate. A body corporate may appoint a corporate representative in accordance with Note 6.

   A proxy appointed to attend and vote for a member has the same rights as the member to speak at the meeting and to join in a demand for a poll. An appointment may specify the number or proportion of the member's votes that the proxy is to exercise.

   If you are entitled to cast two or more votes on a resolution at the meeting, you may appoint two separate proxies to vote on your behalf. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half of your votes. Fractions of votes will be disregarded.

   A proxy form has been included with this Notice of Annual General Meeting. Further instructions on proxy voting are located on the back of the proxy form. If you wish to appoint a second proxy, please contact the Company's Share Registry, Computershare Investor Services Pty Limited, to acquire a second form. Contact details are located on the proxy form accompanying this notice.

   The proxy form must be sent and received in accordance with Note 5.

4. Power of Attorney

   If a shareholder has appointed an attorney to attend and vote at the meeting (or if a proxy form is signed by an attorney), the power of attorney, or a certified copy of the power of attorney, must be sent and received in accordance with Note 5.

   NOTICE OF ANNUAL GENERAL MEETING

5. Proxy Form and Power of Attorney Delivery

   To be effective either the original or a facsimile transmission of the proxy and any power of attorney, or a certified copy of the power of attorney, (if any) under which the proxy is signed must be received at the Company's Share Registry, Computershare Investor Services Pty Limited in the envelope provided (if mailing within Australia) or at GPO Box 242, Melbourne VIC 3001 (facsimile 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)), no later than 2:00pm Sydney time on 10 November 2025.

   Online voting - You can submit your proxy appointment online by visiting https://www.investorvote.com.au. To use the online facility you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode as shown on your proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

   Custodian voting - For Intermediary Online subscribers only (custodians) please visit https://www.intermediaryonline.com to submit your voting intentions.

6. Corporate Representatives

   If a corporate representative is to attend the meeting on behalf of a corporate member, a notice of appointment can be obtained from the Company's Share Registry or at https://www.computershare.com.au. The corporate representative will be required to accept Terms and Conditions before entering the virtual meeting confirming that they are authorised to represent the corporate member.

7. Questions and Comments by Members

Questions regarding Company management and the Remuneration Report

In accordance with the Corporations Act, the Chair of the meeting will allow a reasonable opportunity for members - as a whole -at the meeting to ask questions about, or make comments on, the management of the Company and the Remuneration Report. Questions can be submitted before or during the AGM as set out above.

Questions regarding the Company's audit and accounting policies

The Chair will allow a reasonable opportunity for members at the meeting to ask questions verbally and in writing of a representative of the Company's Auditor, EY, relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the Financial Statements and the independence of the Auditor in relation to the conduct of the audit.

Questions can be submitted before or during the AGM as set out above.

Dated: 10th October 2025

Alicia Morris Company Secretary By Order of the Board

EXPLANATORY NOTES ON ITEMS OF BUSINESS

ORDINARY BUSINESS

Resolution 1

Re-election of a Director

Michael Byrne retires in accordance with the rotation procedure in Rule 89 of the Company's Constitution and, being eligible for re-election under Rule 91 of the Company's Constitution, offers himself for re-election.

Mr Byrne currently holds the position of Chair of the Audit, Risk and Sustainability Committee and member of the People, Remuneration and Nomination Committee. Having had regard to the ASX Corporate Governance Principles and Recommendations (4th edition), the Board considers Mr Byrne to be an independent director.

With a distinguished career spanning over four decades, Michael Byrne has established himself as a seasoned Global C-suite executive and Non-Executive Director. His expertise in strategic planning, operational management, and financial stewardship has left an indelible mark across diverse industries and geographies, including Australia, New Zealand, North America, Oceania, Europe, sub-continent, Asia, the Middle East, and Africa. Michael's executive journey encompasses leadership roles in global logistics, supply chain management, multinational corporations, financial institutions, government agencies, retail, infrastructure, utilities, and property sectors.

He has consistently demonstrated a commitment to driving deep transformation within organisations and executive teams to optimise outcomes for all stakeholders.

Mr Byrne currently serves on the Boards of Ausgrid Asset, Management, Finance and Operator Partnership, NSW Ports, Peel Ports UK, Sydney Airport, CBH group, and the National Intermodal Corporation. He has previously held positions such as Managing Director of Toll Group Holdings and Chief Executive Officer Coates Hire, Linfox and Westgate Holdings, as well as Board/Committee positions with Australia Post, OzHarvest, Victoria University and the University of Denver.

Mr Byrne holds a Master of Science in Transportation and Infrastructure from the University of Denver. In 2017, Mr Byrne became the inaugural Adjunct Professor at the Centre for Supply Chain and Logistics at Deakin University and is a Fellow of the Australian Institute of Company Directors.

The Board (in the absence of Mr Byrne) unanimously recommends the re-election of Mr Byrne. The Chair of the AGM intends to vote all undirected proxies in favour of the re-election of Mr Byrne.

Resolution 2

Appointment of Auditor

EY has been the Company's auditor since the 2020 financial year. Whilst the Board has been satisfied with the services of EY as the Company's auditor, the Board considered it appropriate, in accordance with best practice corporate governance, to undertake a competitive tender process for future audit services. As a consequence, the Company has requested EY to apply to the Australian Securities and Investments Commission (ASIC) under section 329(5) of the Corporations Act for consent to resign as auditor of the Company with effect from the close of the Annual General Meeting.

If ASIC consents to EY's resignation, EY will give its notice of resignation to the Company with effect from the close of the Annual General Meeting. If ASIC does not consent to EY's resignation, EY will continue as the Company's auditor and Resolution 2 will not be put to shareholders.

Following the competitive tender of external audit services, the Board selected Pricewaterhouse Coopers (PwC) as the proposed new auditor of the Company. Section 327B of the Corporations Act requires the Company to obtain the approval of Shareholders for the appointment of PwC as auditor of the Company.

In accordance with section 328B(1) of the Corporations Act, Wentworth Williamson Management Pty Ltd, a shareholder of the Company, has provided written notice to the Company nominating PwC for appointment as auditor of the Company. A copy of the notice of nomination is included.

PwC has provided to the Company, and as at the date of this Notice of Meeting has not withdrawn, its written consent to act as auditor of the Company, in accordance with section 328A(1) of the Corporations Act. The Company is not aware of any matter or circumstances that would give rise to a 'conflict of interest situation', as defined in section 324CD of the Corporations Act, in relation to the Company.

The Company notes that PwC is registered as an auditor under section 1280 of the Corporations Act and is a well-established firm with the necessary expertise and resources to meet the Company's requirements.

Subject to ASIC consenting to EY's resignation as the Company's auditor and the approval of Shareholders being obtained under Resolution 2, the appointment of PwC as auditor of the Company will become effective from the close of the Annual General Meeting.

The Board unanimously recommends that shareholders vote in favour of the appointment of PwC as auditor of the Company.

The chairperson of the Annual General Meeting intends to vote all available proxies in favour of the appointment of PwC as auditor of the Company.

Resolution 3

Adoption of Remuneration Report

The Remuneration Report for the year ended 30 June 2025 is contained within the Directors Report of the Company for the financial year ended 30 June 2025.

Pursuant to section 250R(2) of the Corporations Act, a resolution that the Remuneration Report be adopted will be put to the vote at the Company's Annual General Meeting. The vote on the proposed resolution is advisory only and does not bind the directors or the Company. Shareholders should note that, as a result of amendments to the Corporations Act, the result of the vote on Resolution 3 may affect how next year's Annual General Meeting is run.

The Chair of the Annual General Meeting will allow a reasonable opportunity for members to ask questions about, or make comments on, the Remuneration Report.

The Board unanimously recommends that shareholders vote in favour of the Remuneration Report.

19 September 2025 The Board of Directors

Australian Vintage Limited 275 Sir Donald Bradman Drive Cowandilla SA 5033

NOTICE OF INTENTION TO NOMINATE PwC AS AUDITOR

Pursuant to section 328B(1) of the Corporations Act 2001 (Cth), Wentworth Williamson Management Pty Ltd, being a shareholder of Australian Vintage Limited (ACN 052 179 932) (Company) hereby give notice of the nomination of Pricewaterhouse Coopers (PwC), Level 11/70 Franklin Street, Adelaide SA 5000 as the new auditor of the Company.

James Wiliamson

Wentworth Williamson Management Pty Ltd

Address: Level 13, 3 Spring Street, Sydney NSW Wentworth Williamson Management Pty Limited Phone: (+61) 402 665 578 ACN 164 774 814

Email: invest@wentworthwilliamson.com.au

Corporate Authorised Representative of Monash Private Capital AFSL 416570 Website: https://www.wentworthwilliamson.com.au

‌Australian Vintage Ltd‌

ABN 78 052 179 932

AVG

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Phone:

1300 556 161 (within Australia)

+61 3 9415 4000 (outside Australia)

Online:

https://www.investorcentre.com/contact

The Australian Vintage Ltd Annual General Meeting will be held on Wednesday, 12 November 2025 at 2:00pm (Sydney time). You are encouraged to participate in the meeting using the following options:

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit https://www.investorvote.com.au and use the below information:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to https://www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 2:00pm (Sydney time) Monday, 10 November 2025.

The meeting will be held at: Pricewaterhouse Coopers, Level 17, One International Towers, Watermans Quay, Barangaroo NSW 2000

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

Australian Vintage Ltd

ABN 78 052 179 932

Phone:

1300 556 161 (within Australia)

+61 3 9415 4000 (outside Australia)

Online:

https://www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 2:00pm (Sydney time) on Monday, 10 November 2025.

All your securities will be voted in accordance with your directions.

Control Number: 188112 SRN/HIN:

Online:

Lodge your vote online at https://www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

For Intermediary Online

subscribers (custodians) go to https://www.intermediaryonline.com

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242

Melbourne VIC 3001 Australia

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at https://www.investorcentre.com/au and select "Printable Forms".

By Fax:

1800 783 447 within Australia or

+61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

320768_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

to indicate your directions

Please mark

Proxy Form

STEP 1

I/We being a member/s of Australian Vintage Ltd hereby appoint

the Chairman OR

of the Meeting

you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Australian Vintage Ltd to be held at Pricewaterhouse Coopers, Level 17, One International Towers, Watermans Quay, Barangaroo NSW 2000 on Wednesday, 12 November 2025 at 2:00pm (Sydney time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention below) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

STEP 2

For

Against

Abstain

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2 below.

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your

behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary Contact

Contact Name

Daytime / /

Telephone Date

AVG