<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
AND
SHARES OF CLASS B COMMON STOCK
OF
BERINGER WINE ESTATES HOLDINGS, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Offer (as defined below) if certificates
representing (i) shares of Class A common stock, par value $0.01 per share (the
"Class A Shares"), of Beringer Wine Estates Holdings, Inc. ("Beringer") or
(ii) shares of Class B common stock, par value $0.01 per share (the "Class B
Shares" and, together with the Class A Shares, the "Shares") of Beringer, are
not immediately available or time will not permit all required documents to
reach Equiserve, L.P. (the "Depositary") on or prior to the Expiration Date (as
defined in the Offer to Purchase), or the procedures for delivery by book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or sent by facsimile transmission or mailed to
the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
EQUISERVE, L.P.
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BY MAIL: BY HAND: BY OVERNIGHT CARRIER:
Equiserve, L.P. Securities Transfer & Equiserve, L.P.
Attn: Corporate Actions Reporting Mail Stop 45-01-40
P.O. Box 8029 Services, Inc. 150 Royall Street
Boston, MA 02266-8029 c/o Equiserve, L.P. Canton, MA 02021
100 William Street, Galleria
New York, NY 10038
BY FACSIMILE TRANSMISSION:
(781) 575-2233
FOR INFORMATION
TELEPHONE:
(781) 575-3400
(Call Collect)
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Bordeaux Acquisition Corp., a Delaware
corporation and an indirect, wholly owned subsidiary of Foster's Brewing Group
Limited, a company organized under the laws of the State of South Australia,
Commonwealth of Australia, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 1, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of each of which is hereby acknowledged, the number of Shares indicated below
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
Number of Class A Shares: ______________________________________________________
Number of Class B Shares: ______________________________________________________
Class A Certificate No(s). (if available): _____________________________________
Class B Certificate No(s). (if available): _____________________________________
If Share(s) will be tendered by book-entry transfer, check the box. / /
Account Number: ____
Date: ___________________ Area Code and Telephone Number(s): ___________________
Name(s) of Record Holder(s): ___________________________________________________
(PLEASE PRINT)
Signature(s): __________________________________________________________________
Address(es): ___________________________________________________________________
(ZIP CODE)
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<PAGE>
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, a firm that is a participant in the Security Transfer
Agent's Medallion Program, the New York Stock Exchange Guaranty Program or the
Stock Exchange Medallion program, hereby guarantees to deliver to the
Depositary, either the certificates evidencing the Shares (the "Certificates")
tendered hereby, in proper form for transfer, or confirmation of book-entry
transfer of such Shares into the Depositary's account at The Depository Trust
Company, with delivery of a Letter of Transmittal (or manually signed facsimile
thereof), properly completed and duly executed, and any other required
documents, all within three Nasdaq trading days of the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Certificates to the Depositary within the time period shown herein. Failure to
do so could result in a financial loss to such Eligible Institution.
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Name of Firm: Authorized Signature
Name:
Address: Type or Print
Zip Code Title:
Area Code and Tel. No: Dated , 2000
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NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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