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11 February 2019 ASX Announcement

SUBSTANTIAL SHAREHOLDER UPDATE

Duxton Water Limited (“Duxton Water” or “The Company”) wishes to provide some guidance to our investors as to the recent in-species distribution of Shares from our largest shareholder, the Duxton Vineyards Group (“DV Group”). As previously disclosed in the Company’s prospectus (dated 11 August 2016), the DV Group intends to distribute its shareholding in the Company to their own investors. This was again reiterated in the covering letter attached to their Form 604 lodged with the Company on 18 January 2018.

The DV Group began the in-species distribution on 5 February 2018 (as indicated on the Form 604 lodged by DV Group on 7 February 2019), through the distribution of 8,259,852 Ordinary shares to an indirect holding of Mr Ed Peter. A Form 603 for Mr Peter and his associated holding is attached to this announcement. The DV Group anticipates further distributions over the coming weeks.

Contacts: Mr Ed Peter +61 8 8130 9500

Duxton Water Limited 7 Pomona Road, Stirling SA 5152 www.duxtonwater.com.au

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Duxton Water Limited

ACN/ARSN

611 976 517

1. Details of substantial holder (1)

Name Edouard Peter

ACN/ARSN (if applicable)

The holder became a substantial holder on

5 / /2 19

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of Person entitled to be Class and number interest securities registered as holder (8) of securities Please see Appendix A

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

603 page 2/2 15 July 2001

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The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
Please see Appendix A
Name Address
Please see Appendix A
print name Edouard Peter capacity
sign here date 7 / 2 / 19
DIRECTIONS
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an
equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to
throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the
See the definition of "associate" in section 9 of the Corporations Act 2001.
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided into separate classes.
The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out
the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany
this form, together with a written statement certifying this contract, scheme or arrangement; and
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to
which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become
entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be
included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom
the relevant interest was acquired.
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6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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Name and ACN/ARSN (if applicable) Nature of association
Please see Appendix A
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Please see Appendix A
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Signature

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Appendix A

1. Details of relevant interests

1. Details of present registered holders

2. Consideration

6. Associates

1. Addresses