Amphora Intermediate II Limited 30 June 2024 S172 statement

Directors’ Duties – Companies Act requirements

The Board of Directors consider that they have adhered to the requirements of the Companies Act 2006 (the 'Act'), and have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its stakeholders as a whole, and in doing so have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision-making.

General

The Board of Directors (Board) fulfil their duties partly through a governance framework that enables the Board to make strategic decisions with material and long term implications, as well as allowing the Directors to delegate day-to-day decision making to senior management of the Group.

Long term decisions

The Directors design their strategic plans for the Group with the aim of having a long-term beneficial impact on the Group and its stakeholders and contributing towards its success in growing awareness of our brands and enjoyment of our products.

Regular Board meetings are held in which material decisions are made by the Directors based on well prepared briefing papers, assessment of impact by all relevant stakeholders, the Group's high standards of business conduct, the environment and the wider community, supported by comprehensive financial information including budgets, forecast, actual results and analyses.

Operational decisions are delegated to senior management who design action plans to execute the decisions. The Board recognises that such delegation needs to be part of a robust governance structure. This involves frequent reviews by the Board of progress of action plans and implementation of Board decisions.

Group employees

The Directors ensure that the Group continues to be a responsible employer, communicates and engages with the employees regularly in a variety of ways, and that the voice of the workforce is heard and considered when making decisions. The Directors recognise that employees are fundamental to the long-term success of the business. Their health, safety and wellbeing are one of the Group's primary considerations.

The Board leads a culture that promotes trust, collaboration and integrity. It builds diverse and inclusive teams, develops and empowers people to create the leaders for the future.

Business relationships

Under the strategic plans developed by the Board, the business partners with its customers to ensure an appropriate portfolio of wine products is supplied to the right markets and customers. It also works closely with its suppliers to improve quality of the wine and efficiency of the supply chain. The Group's focus is to become partner of choice for its key business partners with engagement, insight and innovation.

Business Conduct

The Group strives for high standards in all its business conduct. It is committed to encouraging the responsible consumption of alcohol.

In Australia, we are active supporters of DrinkWise Australia. In the UK, we support Drinkaware and are also a patron of the Wine & Spirit Education Trust. Vinarchy also funds Alcohol in Moderation’s (AIM) educational programme.

We partner through campaigns to extend and amplify key messages of moderation and appreciation in our core markets, in line with the Chief Medical Officer’s drinking guidelines or similar in the appropriate jurisdiction.

Vinarchy also supports campaigns such as 'Stay tasteful while tasting' to encourage moderation at our cellar doors and at key events.

The total amount spent on these campaigns in financial year 2024 was AUD $459,000 (2023 – AUD $565,000).

Principal decisions made during the year and impact

Principal decisions made during the year included entering the Lock-up Agreement and Change of Control transactions and the divestment of the Australian wineries and vineyards. Refer to the "Review of financial performance and position" section for further details on these transactions.

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Vinarchy UK Limited 30 June 2024 S172 statement

Directors’ Duties – Companies Act requirements

The Directors consider that they have adhered to the requirements of the Companies Act 2006 (the ‘Act’), and have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its stakeholders as a whole, and in doing so have had regard to and recognised the importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision-making.

General

The Directors fulfil their duties partly through a governance framework that enables the Directors to make strategic decisions with material and long-term implications, as well as allowing the Directors to delegate day-to-day decision making to senior management of the Company.

Long term decisions

The Directors design their strategic plans for the Company with the aim of having a long-term beneficial impact on the Company and its stakeholders, and contributing towards its success in growing awareness of our brands and enjoyment of our products.

Regular Directors’ meetings are held in which material decisions are made by the Directors based on well-prepared briefing papers, assessment of impact by all relevant stakeholders, the Company’s high standards of business conduct, the environment and the wider community, supported by comprehensive financial information including budgets, forecast, actual results and analyses.

Operational decisions are delegated to senior management who design action plans to execute the decisions. The Directors recognise that such delegation needs to be part of a robust governance structure. This involves frequent reviews by the Directors of progress of action plans and implementation of Directors’ decisions.

Company employees

The Directors ensure that the Company continues to be a responsible employer, communicates and engages with the employees regularly in a variety of ways, and that the voice of the workforce is heard and taken into account when making decisions. The Directors recognise that employees are fundamental to the long-term success of the business. Their health, safety and well-being is one of the Company’s primary considerations.

The Directors lead a culture that promotes trust, collaboration and integrity. They build diverse and inclusive teams, develop and empower people to create our leaders for the future.

Business relationships

Under the strategic plans developed by the Directors, the business partners with its customers to ensure an appropriate portfolio of wine products is supplied to the right markets and customers. It also works closely with its suppliers to improve quality of the wine and efficiency of the supply chain. The Company’s focus is to become partner of choice for our key business partners with engagement, insight and innovation.

Community and environment

The Company has a long-term obligation to managing our business in an environmentally responsible manner at all levels, from our production facilities through to our distribution networks. The Directors are also highly aware of the environmental risks to our industry generated by climate change, resourcing challenges and security of supply.

The Directors are committed to create positive change to the community and environment around the business. The Company has been pushing for sustainability and the reduction of greenhouse gas emissions. The Company has developed a comprehensive long-term Environmental Social Governance (ESG) strategy that will outline key CSR initiatives for the business, taking into consideration the priorities of our people, our partners, the industry and the communities in which we live and work.

Business conduct

The Company strives for high standards in all its business conduct. It is committed to encouraging the responsible consumption of alcohol.

We support Drinkaware and are also a patron of the Wine & Spirit Education Trust. We also fund the Alcohol In Moderation’s (AIM) educational programme.

Principal decisions made during the year and impact

Principal decisions made during the year included the Group, in which Vinarchy is part of, entering the Lock-up Agreement and Change of Control transactions. Refer to the "Review of financial performance and position" section for further details on these transactions.