EXHIBIT 99.1

CONSTELLATION BRANDS, INC.

and

CONSTELLATION CANADA HOLDINGS LIMITED

and

VINCOR INTERNATIONAL INC.

ARRANGEMENT AGREEMENT

DATED

April 2, 2006

OSLER, HOSKIN & HARCOURT LLP

GOODMANS LLP

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

ARRANGEMENT AGREEMENT

THIS AGREEMENT made the 2nd day of April, 2006

B E T W E E N:

RECITALS:

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Acquisition Sub and the Company hereby agree as follows:

ARTICLE 1

DEFINITIONS AND PRINCIPLES OF

INTERPRETATION

Section 1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings respectively:

“Acquisition Proposal” means: (i) any merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation or recapitalization that, if consummated, would result in any person beneficially owning more than 20% of the Common Shares, or any liquidation or winding-up in respect of the Company or any material subsidiary of the Company; (ii) any sale or acquisition of 20% or more of the fair market value of the assets of the Company on a consolidated basis; (iii) any sale or acquisition of 20% or more of the Company’s shares of any class or rights or interests therein or thereto; (vii) any similar business combination or transaction, of or involving the Company, any subsidiary of the Company, other than with Parent, that if consummated, would result in any Person beneficially owning more than 20% of the Common Shares; or (viii) any proposal or offer to, or public announcement of an intention to do, any of the foregoing from any Person other than Parent or Acquisition Sub;

“Act” means the Canada Business Corporations Act, the governing corporate statute of the Company.

“Affiliate” has the meaning ascribed to it under the Securities Act (Ontario);

“Agreement” means this agreement, including all schedules, and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this agreement.

“Arrangement” means the proposed arrangement under the provisions of section 192 of the Act as set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 6.1 hereof or Article 5 of the Plan of Arrangement or made at the direction of the Court in the Final Order;

“Arrangement Resolution” means the special resolution approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement that are required by the Act to be filed with the Director after the Final Order is made in order for the Arrangement to become effective;

“Associate” has the meaning ascribed to it under the Securities Act (Ontario);

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“business day” means any day on which commercial deposit taking banks are generally open for business in Toronto, Ontario other than a Saturday, a Sunday or a day observed as a holiday in such locations under applicable Laws;

“Canadian GAAP” means Canadian generally accepted accounting principles or interpretations thereof;

“Certificate of Arrangement” means the Certificate of Arrangement to be issued by the Director pursuant to section 192(7) of the Act in respect of the Articles of Arrangement;

“Circular” means the notice of the Meeting and accompanying management information circular, including all appendices thereto, to be sent to Shareholders in connection with the Meeting;

“Commissioner” means the Commissioner of Competition appointed under the Competition Act;

“Common Shares” means the common shares of the Company;

“Company Termination Payment” means $33.6 million;

“Competition Act” means the Competition Act, R.S.C. 1985, c. C-34;

“Competition Act Approval” means:

“Contracts” means contracts, licences, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements to which the Company or any of the Subsidiaries is a party or by which any

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of them are bound or under which the Company or any of the Subsidiaries has, or will have, any liability or contingent liability, (in each case, whether written or oral, express or implied), and includes any quotations, orders or tenders which remain open for acceptance and warranties and guarantees;

“Computershare” means Computershare Trust Company of Canada;

“Court” means the Ontario Superior Court of Justice (Commercial List);

“Data Room Information” means the documents made available to Parent or Parent’s representatives posted as of 2:00 p.m. on April 2, 2006, to the Project Cartier due diligence website hosted by Intralinks and any written materials provided or made available to Parent or its representatives at the data room set up in the offices of Goodmans LLP in Toronto from March 20, 2006 to and including April 2, 2006;

“Deferred Share Unit Plan” means the Deferred Share Unit Plan of the Company dated as of August 7, 2003, as the same may be amended from time to time in accordance with Section 4.1;

“Director” means the Director appointed pursuant to the Act;

“Director DSU” means a deferred share unit allocated to a director of the Company pursuant to the terms of the Director DSU Plan;

“Director DSU Plan” means the directors’ deferred share unit plan of the Company effective as of August 12, 1998 and amended on August 5, 2004, as the same may be amended from time to time in accordance with Section 4.1;

“Disclosed Publicly” means publicly disclosed in a filing by the Company with the Ontario Securities Commission since March 31, 2005 and on or prior to the date of this Agreement which is currently available for retrieval through the SEDAR system;

“Dissent Rights” means the rights of dissent in respect of the Arrangement as described in the Plan of Arrangement;

“Dissenting Shareholder” means any Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

“DSU” means a deferred share unit allocated pursuant to the Deferred Share Unit Plan;

“Effective Date” means the date shown on the Certificate of Arrangement to be issued under the Act giving effect to the Arrangement, which date shall be determined in accordance with Section 2.4;

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date;

“Employee Share Purchase Plan” means the Employee Share Purchase Savings Plan dated September 6, 1999, as amended on March 1, 2001 and as further amended on August 7, 2003, and the Employee Contribution Plan dated September 6, 1999, as amended on March 1, 2001 and as further amended on November 1, 2004, each as may be amended from time to time in accordance with Section 4.1;

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“Encumbrance” includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“Final Order” means the order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

“Governmental Entity” means:

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 of the United States of America;

“Information” has the meaning given to it in Section 4.5;

“Interim Order” means the interim order of the Court as contemplated by Section 2.3, providing for, among other things, the calling and holding of the Meeting, as the same may be amended;

“Laws” means any and all applicable laws including supranational, national, provincial, state, municipal and local civil, commercial, banking, securities, tax, personal and real property, security, environmental, water, energy, investment, property ownership, land use and zoning, sanitary, occupational health and safety laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any Governmental Entity;

“Material Adverse Effect” means any effect that is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations or financial condition of the Company and its subsidiaries taken as a whole, other than any effect:

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“Meeting” means the special meeting of Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution;

“Optionholders” means holders of Options;

“Options” means the options to acquire Common Shares granted under the Stock Option Plan;

“OSC” means the Ontario Securities Commission;

“Orders” means orders, injunctions, judgments, administrative complaints, decrees, rulings, awards, assessments, directions, instructions, penalties or sanctions issued, filed or imposed by any Governmental Entity;

“Outside Date” means June 29, 2006 or such later date as may be mutually agreed by the Parties;

“Party” or “Parties” means a signatory or the signatories to this Agreement, respectively;

“Person” includes any individual, sole proprietorship, partnership, firm, entity, limited partnership, limited liability company, unlimited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body, corporation, or Governmental Entity, and persons acting jointly or in concert and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

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“Plan of Arrangement” means the plan of arrangement in the form of Schedule C and any amendments or variations made thereto in accordance with this Agreement, the Plan of Arrangement or made at the direction of the Court in the Final Order;

“Pre-Acquisition Reorganization” has the meaning given to it in Section 4.4;

“Pre-Effective Date Period” means the period from the time of the execution and delivery of this Agreement among the Parties until the closing of the Transactions on the Effective Date, subject to the earlier termination of this Agreement in accordance with its terms;

“Purchase Plan Shares” means Common Shares held by the trustee of the Employee Share Purchase Plan;

“Purchase Price” has the meaning given to it in the first recital hereto;

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits, waivers, authorizations, agreements, certificates and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that provides that a transaction may only be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any Governmental Entity that are necessary in connection with the Transactions, as set out in Schedule A hereto;

“Restricted Share Unit Plan” means the Restricted Share Unit Plan of the Company dated August 7, 2003 as the same may be amended from time to time in accordance with Section 4.1;

“RSU” means a restricted share unit allocated to an eligible officer or employee of the Company or one of its subsidiaries pursuant to the terms of the Restricted Share Unit Plan;

“RSU Shares” means the Common Shares purchased by the RSU Trustee and held in the fund established pursuant to the Restricted Share Unit Plan Trust Agreement dated June 15, 2004 between the Company and Computershare;

“RSU Trustee” means Computershare, in its capacity as trustee pursuant to the Restricted Share Unit Plan Trust Agreement dated June 15, 2004 between the Company and Computershare;

“Securities Laws” means, collectively, the securities Laws of each province and territory of Canada and the federal securities laws of the United States;

“Shareholders” means holders of Common Shares;

“Stock Option Plan” means the Stock Option Plan of the Company adopted on June 6, 1996, as amended by Amendment No. 1 dated June 2, 2000, Amendment No. 2 dated

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June 7, 2001, Amendment No. 3 dated August 8, 2001, Amendment No. 4 dated May 30, 2002 and Amendment No. 5 dated August 8, 2002, as the same may be amended from time to time in accordance with Section 4.1;

“subsidiary” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate, and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

“Superior Proposal” means a bona fide written Acquisition Proposal that is unsolicited after the date hereof and (i) that is reasonably capable of being completed without undue delay that would result in a Person (other than Parent or a subsidiary thereof) having record or beneficial ownership of 100% of the voting or economic interest in the Company or all or substantially all of the assets of the Company in consideration for cash or marketable securities listed on the TSX or an exchange of at least equivalent stature in another country; (ii) in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to the satisfaction of the Company’s board of directors, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel), will be obtained, (iii) which is not subject to a due diligence and/or access condition which would allow access to the books, records, personnel or properties of the Company or any subsidiary or their respective representatives beyond 5:00 p.m. (Eastern Standard Time) on the tenth day after which access is afforded to the third party making the Acquisition Proposal (provided, however, that the foregoing shall not restrict the ability of such third party to continue to review information provided to it by the Company during such ten day period); (iv) is made available to all Shareholders in Canada and the United States; (v) in respect of which the Company’s board of directors determines in good faith (after receipt of advice from its financial advisors with respect to (y) below and outside legal counsel with respect to (x) below) that (x) failure to recommend such Acquisition Proposal to Shareholders would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Shareholders from a financial point of view than the Transactions taking into account any change in the Transactions proposed by Parent pursuant to Section 4.3(g);

“Tax” and “Taxes” means, with respect to any Person, all supranational, federal, state, local, provincial, branch or other taxes, including income, gross receipts, windfall profits, value added, severance, ad valorem, property, capital, net worth, production, sales, use, licence, excise, franchise, employment, environmental taxes, sales taxes, use taxes, value added taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, Canada or Quebec Pension Plan premiums, severance taxes, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alcohol taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Entity, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties;

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“Tax Returns” includes all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes;

“Transactions” means, collectively the transactions contemplated herein and in the Plan of Arrangement; and

“TSX” means The Toronto Stock Exchange Inc.

Section 1.2 Certain Rules of Interpretation

In this Agreement:

Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario in respect of all matters arising under or in relation to this Agreement.

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Section 1.3 Entire Agreement

This Agreement, together with the agreements and other documents required to be delivered pursuant to this Agreement, constitutes the entire agreement between the Parties and sets out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written No reliance has been made upon, and there are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

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Section 1.4 Schedules

The schedules to this Agreement, as listed below, are an integral part of this Agreement:

ARTICLE 2

THE TRANSACTIONS

Section 2.1 The Arrangement

The Arrangement shall be comprised of substantially the events or transactions, taken in the sequence indicated in Schedule C to this Agreement.

Section 2.2 Implementation Steps by the Company

The Company covenants in favour of Parent that the Company shall:

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Section 2.3 Interim Order

The application referred to in Section 2.2(a) shall request that the Interim Order provide:

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Section 2.4 Articles of Arrangement, Effective Date and Closing

The Articles of Arrangement shall implement the Plan of Arrangement. On the later of (a) June 5, 2006 and (b) the business day after the satisfaction or waiver (subject to applicable Laws) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Effective Date) set forth in Article 5, and unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed with the Director. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Laws, including the Act. The closing will take place at the offices of Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, 63^rd Floor, Toronto, Ontario M5X 1B8 at 9:00 a.m. (Toronto time) on the Effective Date.

Section 2.5 The Circular and Related Materials

As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare and complete, in consultation with Parent, the Circular together with any other documents required by the Securities Act (Ontario), the Act and other applicable Laws in connection with the Meeting and the Arrangement, and all reasonable comments made by Parent and its counsel shall be accepted and incorporated into the Circular and such other documentation. As promptly as reasonably practicable thereafter, and after receipt of the Interim Order, the Company shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and to any other person required by the Interim Order and to be filed as required by the Interim Order and applicable Laws. In any event the Company will have prepared all materials necessary for filing the application for the Interim Order with the Court and the Director within 30 days after the date of this Agreement, except to the extent any delay beyond such period is due to Parent’s failure to comply on a timely basis with its obligations under Section 2.6 in respect of the Circular.

Section 2.6 Securities and Corporate Compliance

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Section 2.7 Dissent

The Company shall give Parent prompt notice of any written notice of dissent, withdrawal of such notice, and any other instruments received by the Company pursuant to the Dissent Rights.

Section 2.8 Compensation Plans

Parent and Acquisition Sub acknowledge and agree that the Company will take all such steps as may be necessary or desirable to allow all Optionholders to participate in the Arrangement in respect of all vested and unvested unexercised Options which will be acquired by the Company for a cash amount equal to the difference between $36.50 and the applicable exercise price, less applicable withholdings. Parent and Acquisition Sub further acknowledge and agree that, pursuant to the Arrangement, all RSUs (vested and unvested), DSUs (vested or unvested), Director DSUs and Purchase Plan Shares will be acquired or cancelled by Acquisition Sub or the Company on the Effective Date, for cash equal to $36.50 per RSU, DSU, Director DSU or Purchase Plan Share, as the case may be, less applicable withholdings.

In the event that Parent concludes that it is necessary or desirable to deal with the Options, DSUs, Director DSUs, RSUs or Purchase Plan Shares in a different manner than described above, having consequences to the holders thereof and the Company, which are equivalent to or better than those contemplated in this Agreement (an “Alternative Plan”), and so advises the Company in writing by April 17, 2006, the Company agrees to cooperate with Parent in implementing such Alternative Plan.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

The Company hereby represents and warrants to Parent and Acquisition Sub as follows (which representations and warranties are subject to Section 3.4), and acknowledges that Parent and Acquisition Sub are relying upon these representations and warranties in connection with the entering into of this Agreement:

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contingent or otherwise) regarding the right to acquire any shares, other ownership interests or other securities in any of the Company’s subsidiaries and no Person has made any claim or asserted any right in respect thereof. All ownership interests of the Company and its subsidiaries in the Company’s joint ventures are owned free and clear of all Encumbrances of any kind or nature whatsoever held by third parties and there are no options, warrants, conversion privileges or other rights, agreements, arrangements, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any ownership interests therein.

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non-compliance or violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company, or which would not materially impair the ability of the Company to perform its obligations hereunder or reasonably be expected to prevent or materially delay the consummation of the Arrangement.

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Company and its predecessors have filed with the Ontario Securities Commission and the applicable securities regulatory authorities of the other provinces and territories of Canada, by posting upon the SEDAR system, true and complete copies of all forms, reports, schedules, statements and other documents required in accordance with applicable Securities Laws to be filed by it in the last three years. (Such forms, reports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company SEDAR Documents”). The Company SEDAR Documents at the time filed: (i) did not contain any misrepresentation of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Ontario Securities Commission or any other securities authority or regulator or any stock exchange or other self-regulatory authority which at the date hereof remains confidential.

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intends to cancel, terminate or otherwise modify or not renew its relationship with the Company, its subsidiaries or its or its subsidiaries’ material joint ventures, and to the knowledge of the Company, no such action has been threatened, which in either case individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to the Company.

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labour relations and there are no current, pending or threatened proceedings before any board or tribunal with respect to any of the areas listed herein other than where the failure to so operate, or for such proceedings which individually or in the aggregate, would not have a Material Adverse Effect with respect to the Company.

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(collectively referred to as “Applicable Plans”), and all Applicable Plans are fully funded and in good standing in all material respects with such regulatory authorities as may be applicable.

(bb)

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which, in each case, individually or in the aggregate would have a Material Adverse Effect with respect to the Company.

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Section 3.2 Representations and Warranties of Parent and Acquisition Sub

Parent and Acquisition Sub jointly and severally represent and warrant as follows, and acknowledge that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement:

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Section 3.3 Survival

The representations and warranties of the Company and Parent contained herein shall survive the execution and delivery of this Agreement but shall terminate on the earlier of the termination of this Agreement in accordance with its terms and immediately following the Effective Time. Any investigation by a Party hereto and its advisors shall not mitigate, diminish or affect the representations and warranties of another Party to this Agreement. The termination of this Agreement shall not relieve any Party from liability for breach of this Agreement prior to such termination or such representations and warranties.

Section 3.4 Effect of Disclosure

Each of the representations and warranties of the Company set forth in Sections 3.1(c), (f), (g), (h), (j), (k), (l), (n), (o), (r), (s), (t), (u), (v), (w), (x), (y), (z), (aa), (bb), (cc), (dd), (ee), (ff) and (gg) is qualified by and is made subject to the disclosure made in the Data Room Information, the Company SEDAR Documents or the six management diligence meetings held on March 22 and 23, 2006.

ARTICLE 4

COVENANTS

Section 4.1 Conduct of Business During Pre-Effective Date Period

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goodwill, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships with suppliers, distributors, customers, employees and others having business relationships with them;

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Section 4.2 Other Covenants of the Company

During the Pre-Effective Date Period, the Company shall and shall cause its subsidiaries to perform all obligations required or desirable to be performed by the Company or any of its subsidiaries under this Agreement, co-operate with Parent in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Transactions and, without limiting the generality of the foregoing, the Company shall and where appropriate shall cause its subsidiaries to:

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communication with any Governmental Entity without prior consultation with the Parent. The Company shall keep Parent apprised of the content and status of any communications with, and communications from, any Governmental Entity with respect to the Arrangement, and shall provide to Parent copies of all material correspondence with any Governmental Entity. To the extent practicable and permitted by a Governmental Entity, the Company shall permit representatives of Parent to participate in meetings and calls with such Governmental Entities. The Company shall provide to Parent or, if competitively sensitive, Parent’s external antitrust counsel, with all information it reasonably requests for purposes of obtaining the Competition Act Approval, the expiration or termination of the waiting period under the HSR Act, and all other required competition or antitrust consents and approvals;

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Section 4.3 Company Covenants Regarding Non-Solicitation

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qualify (or propose to withdraw, modify or qualify) in any manner adverse to Parent the approval, recommendation or declaration of advisability of the Arrangement; and (ii) engage in discussions or negotiations with, or provide information pursuant to Section 4.3(d) below to, any Person, or take any other action, in response to an Acquisition Proposal by any such Person, if and only to the extent that: (A) it has received a bona fide written Acquisition Proposal that is unsolicited after the date hereof from such Person and such Acquisition Proposal constitutes a Superior Proposal; (B) in the case of clause (i) above, the Company shall have complied with all other requirements of Section 4.3(f) below, (C) the Company’s board of directors, after consultation with outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under all applicable Laws; (D) in the case of clause (ii) above, prior to providing any information or data to such Person in connection with such Acquisition Proposal, the Company’s board of directors receives from such Person an executed confidentiality agreement on terms at least as favourable to the Company as that executed by Parent, including by including a standstill provision that restricts such Person from announcing an intention to acquire, or acquiring, any securities or assets of the Company without the approval of the Company for a period of not less than two years from the date of such confidentiality agreement subject to the same exceptions in the confidentiality agreement entered into with the Parent; and provided further that the Company sends a copy of any such confidentiality agreement to Parent promptly upon its execution and that Parent is immediately provided with a list of, or in the case of information that was not previously made available to Parent, copies of, any information provided to such Person; and (E) in the case of clause (ii) above, prior to providing any information or data to any such Person or entering into discussions or negotiations with any such Person who has made an Acquisition Proposal, the Company has complied with Section 4.3(d).

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Acquisition Proposal, any request for discussions or negotiations, any request for representation on the board of directors of the Company and any request for non-public information relating to the Company or any subsidiary of which the Company’s directors, officers, representatives or agents are or became aware, or any amendments to the foregoing. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer (including any amendment thereto) or request, and shall include copies of any such proposal, inquiry, offer or request or any amendment to any of the foregoing. The Company shall also provide such other details of the proposal, inquiry, offer or request, or any amendment to any of the foregoing, as Parent may reasonably request. The Company shall keep Parent promptly and fully informed of the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to any of the foregoing, and will respond promptly to all inquiries by Parent with respect thereto.

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Section 4.4 Pre-Closing Reorganization

The Company will agree to effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Parent may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect a Pre-Acquisition Reorganization which in the opinion of the Company, acting reasonably, (i) would require the Company to obtain the approval of the Shareholders in respect of such Pre-Acquisition Reorganization other than at the Meeting, (ii) would prejudice the Company’s Shareholders in any material respect, (iii) would impede or materially delay the consummation of the Transactions, or (iv) cannot either be completed immediately prior to or contemporaneously with the Effective Time, or cannot be reversed or unwound without adversely affecting the Company and the Subsidiaries taking into account the Parent’s reimbursement obligations. If the Arrangement is not completed, Parent shall forthwith reimburse the Company for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Company and the Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of the Company and the Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to termination of this Agreement at Parent’s request. Parent shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 10 business days prior to the date of the Meeting.

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Section 4.5 Access to Information; Confidentiality

Section 4.6 Indemnification

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insurance policy, if any. Parent acknowledges and agrees that, prior to the Effective Date, the Company shall secure additional directors’ and officers’ liability insurance at a cost not to exceed US$150,000 in respect of defense costs and/or liability imposed.

Section 4.7 Further Action; Commercially Reasonable Efforts

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termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Encumbrance) on any property or asset of the parties pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) the carrying out of the terms of the Interim Order and Final Order applicable to it and (v) the execution and delivery of any additional instrument necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the Plan of Arrangement; provided, however that nothing in this Section 4.7 shall require Parent or its subsidiaries to take, or Parent to agree to have Parent or its subsidiaries take any actions if such actions are reasonably likely, individually or in the aggregate, to have a material and adverse effect on the benefits to be received by Parent from the Transactions.

Section 4.8 Notice of Developments

The Company shall give prompt notice to Parent, and Parent or Acquisition Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any respect such that the condition set forth in Section 5.2(b) or Section 5.3(b), as applicable, would not be satisfied or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement.

Section 4.9 Resignations

The Company shall use its commercially reasonable efforts to obtain and deliver to Parent evidence reasonably satisfactory to Parent of the resignation, effective as of the Effective Time, of each director of the Company and its subsidiaries other than those whom Parent shall have specified in writing at least ten (10) business days prior to the Effective Date.

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Section 4.10 Covenants of Parent Regarding the Performance of Obligations

Parent shall, and shall cause its subsidiaries including Acquisition Sub to, perform all obligations required or desirable to be performed by Parent or any of its subsidiaries under this Agreement, and co-operate with the Company in connection therewith, in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Parent shall and where appropriate shall cause its subsidiaries including Acquisition Sub to:

ARTICLE 5

CONDITIONS

Section 5.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete the Transactions shall be subject to the satisfaction, on or before the Effective Time, of the following conditions precedent, each of which may only be waived by the mutual consent of Parent and The Company:

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Section 5.2 Additional Conditions Precedent to the Obligations of Parent

The obligations of Parent to complete the Arrangement shall also be subject to the fulfilment of each of the following conditions precedent (each of which is for Parent’s exclusive benefit and may be waived by Parent):

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subsidiaries to dispose of or hold separate any portion of the business or assets of the Company or any of its subsidiaries, (iii) seeking to impose limitations on the ability of Parent or any of its subsidiaries to acquire or hold, or exercise full rights of ownership of, any Shares, including the right to vote the Shares to be acquired by them on all matters properly presented to the Shareholders, (iv) seeking to prohibit Parent or any of its subsidiaries from effectively controlling in any material respect the business or operations of the Company or any of its subsidiaries or (v) which, if successful, in the judgement of the Parent is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company;

Section 5.3 Additional Conditions Precedent to the Obligations of the Company

The obligations of the Company to complete the Transactions shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of the Company and may be waived by the Company):

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effect payment in full for all of the Common Shares to be acquired pursuant to the Arrangement and Computershare shall have confirmed to the Company receipt of these funds. The funds shall be held by Computershare in an escrow or restricted account agreement among Parent, Parents’ lead lenders, the Company and Computershare, reasonably satisfactory to all parties thereto, pursuant to which, among other things, Computershare shall be irrevocably instructed to release the funds (less any interest earned thereon) to Computershare, in its capacity as depositary, upon presentment by the Company to Computershare of a copy of the Certificate of Arrangement.

Section 5.4 Notice and Cure Provisions Generally for the Company’s Benefit

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Section 5.5 Satisfaction of Conditions

The conditions precedent set out in Section 5.1, Section 5.2 and Section 5.3 shall be conclusively deemed to have been satisfied, waived or released when, with the agreement of Parent and the Company, a Certificate of Arrangement in respect of the Arrangement is issued by the Director.

ARTICLE 6

AMENDMENT AND TERMINATION

Section 6.1 Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Date, be amended by mutual written agreement of the Parties, and any such amendment may without further shareholder approvals, subject to applicable Laws and the Interim Order, without limitation:

Section 6.2 Termination

This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and authorization of this Agreement by Shareholders:

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If this Agreement is terminated in accordance with the foregoing provisions of this Section 6.2, no Party shall have any further liability to perform its obligations under this Agreement except as provided in Section 6.3 and as otherwise expressly contemplated by this Agreement, and provided that neither the termination of this Agreement nor anything contained in this Section 6.2 shall relieve any Party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.

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Section 6.3 Break Fees

Such payment shall be due: (A) in the case of a termination specified in clause (i) or (ii) above, forthwith (and in any event within five business days) following the termination of this Agreement but prior to or concurrently with termination in the case of a termination pursuant to Section 6.2(h); and (B) in the case of the circumstances specified in clause (iii) above, prior to or concurrently with the consummation of the Acquisition Proposal.

Section 6.4 Remedies

Subject to Section 6.3, the Parties hereto acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any Party or its representatives and any such breach would cause the non-breaching Party irreparable harm. Accordingly, the Parties hereto agree that, in the event of any breach or threatened breach of this Agreement by one of the Parties, the non-breaching Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and

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specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

ARTICLE 7

GENERAL

Section 7.1 Advisors

Parent and the Company represent and warrant to each other that, with the exception of Citigroup Global Markets Inc. and TD Securities Inc., for whose fees and expenses Parent shall be solely liable, and Merrill, Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Harris Nesbitt Corp. (“BMO”), for whose fees and expenses the Company shall be solely liable, no securityholder, director, officer, employee, consultant, broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission (other than professional fees), or to the reimbursement of any of its expenses, in connection with the Transactions or any similar transaction based upon arrangements made by or on behalf of Parent or the Company, as the case may be. The Company has provided to Parent true and complete copies of each agreement or understanding between either of Merrill Lynch or BMO, on the one hand, and the Company or any of its subsidiaries, on the other hand.

Section 7.2 Public Statements

Except as required by applicable Law or applicable stock exchange requirements, neither Parent nor the Company shall make any public announcement or statement with respect to the Transactions or this Agreement without the approval of the Company or Parent, respectively, such approval not to be unreasonably withheld or delayed, except to the extent necessary to comply with Law or applicable stock exchange requirements. Moreover, in any event, each party agrees to give prior notice to the other of any public announcement relating to the Transactions or this Agreement and agrees to consult with each other prior to issuing each such public announcement. Each of Parent and the Company agrees that, promptly after the entering into of this Agreement, it shall issue a press release announcing the entering into of this Agreement, which press release shall, in each case, be satisfactory in form and substance to the other party acting reasonably.

Section 7.3 Notices

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or email:

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370 Woodcliff Drive

Suite 300

Fairport, NY 14450

with a copy to:

Osler, Hoskin & Harcourt LLP

P.O. Box 50

1 First Canadian Place

100 King St. West

Suite 6100

Toronto, Ontario M5X 1B8

441 Courtney Park Drive East

Mississauga, Ontario

L5T 2V3

with a copy to:

Goodmans LLP

250 Yonge Street

Suite 2400

Box 24

Toronto, Ontario M5B 2M6

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a business day prior to 4:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 4:00 p.m. local time or if such day is not a business day then the Notice shall be deemed to have been given and received on the next business day.

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Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section.

Section 7.4 Assignment

Neither this Agreement nor any rights or obligations under this Agreement shall be assignable by any Party without the prior written consent of each of the other Parties, except that Parent may assign all or part of its rights or obligations, including the rights to acquire the Common Shares, without reducing its own obligations hereunder, to a wholly-owned subsidiary. Subject thereto, this Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns. No third party shall have any rights hereunder unless expressly stated to the contrary.

Section 7.5 Further Assurances

The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the Transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

Section 7.6 Execution and Delivery

This Agreement may be executed by the Parties in counterparts and may be executed and delivered by facsimile and all such counterparts and facsimiles shall together constitute one and the same agreement.

Section 7.7 No Liability

Section 7.8 Entire Agreement

This Agreement and the confidentiality agreement dated March 17, 2006 between the Company and Parent set out the entire agreement between the parties hereto in relation to the subject matter hereof and thereof. Without prejudice to the generality of the foregoing, Parent and Acquisition Sub acknowledge and agree that, except as expressly set forth in this Agreement, no representation, warranty or other assurance has been given by the Company.

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Section 7.9 Appointment of Process Agent

The parties hereto irrevocably appoint the Persons named below as their respective agents to accept service of process in Toronto in any legal action or proceedings arising out of or in connection with this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by the relevant party:

for Parent and Acquisition Sub:

Osler, Hoskin & Harcourt LLP

P.O. Box 50

1 First Canadian Place

Toronto, Ontario M5X 1B8

for the Company:

Goodmans LLP

250 Yonge Street, Suite 2400

Toronto, Ontario M5B 2M6

Each party hereto shall inform each other party in writing of any change in the address of its process agent within 28 calendar days of such change. If such process agent ceases to be able to act as such or to have an address in Toronto, the relevant party irrevocably agrees to appoint a new process agent in Toronto acceptable to the other parties and to deliver to the other parties within 14 calendar days of receipt by the appointing party of written acceptance of such appointment a copy of a written acceptance of appointment by the new process agent. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by Law.

[remainder of page intentionally left blank]

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Section 7.10 Binding Effect

This Agreement shall be binding upon and enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF the parties hereto have executed this Merger Agreement as of the date first written above.

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SCHEDULE A

REGULATORY APPROVALS

Part A – Canada

Part B - United States

SCHEDULE B

TRANSACTION RESOLUTION

SPECIAL RESOLUTION OF THE SHAREHOLDERS

BE IT RESOLVED THAT:

1. The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act involving Vincor International Inc. (the “Corporation”), as more particularly described and set forth in the Management Information Circular (the “Circular”) of the Corporation accompanying the notice of this meeting (as the Arrangement may be or may have been modified or amended) is hereby authorized, approved and adopted.

2. The plan of arrangement (the “Plan of Arrangement”) involving the Corporation, the full text of which is set out as Schedule C to the Agreement (the “Agreement”) made between Constellation Brands, Inc., Constellation Canada Holdings Limited and the Corporation (as the Plan of Arrangement may be or may have been modified or amended) is hereby authorized, approved and adopted.

3. The Agreement, the actions of the directors of the Corporation in approving the Agreement and the actions of the directors and officers of the Corporation in executing and delivering the Agreement and any amendments thereto are hereby ratified and confirmed.

4. Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Superior Court of Justice (Ontario), the directors of the Corporation are hereby authorized and empowered without further notice to or approval of the shareholders of the Corporation (i) to amend the Agreement or the Plan of Arrangement to the extent permitted by the Agreement, and (ii) subject to the terms of the Agreement, not to proceed with the Arrangement.

5. Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute, under the seal of the Corporation or otherwise, and to deliver articles of arrangement and such other documents as are necessary or desirable to the Director under the Act in accordance with the Agreement for filing.

6. Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized hereby.

SCHEDULE C

PLAN OF ARRANGEMENT

UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

INTERPRETATION

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

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The division of this Plan of Arrangement into articles, sections and other portions and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to “Article” or “section” followed by a number refers to the specified Article or section of this Plan of Arrangement. The terms “this Plan of Arrangement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Plan of Arrangement, including

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any appendices hereto, and any amendments, variations or supplements hereto made in accordance with the terms hereof or the Arrangement Agreement or made at the direction of the Court in the Final Order and do not refer to any particular Article, section or other portion of this Plan of Arrangement.

In this Plan of Arrangement, unless the context otherwise requires, (a) words importing the singular number include the plural and vice versa, (b) words importing any gender include all genders, and (c) “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”.

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in the Letter of Transmittal are local time (Toronto, Ontario) unless otherwise stipulated herein or therein.

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

Any reference to a statute includes all rules and regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulations or rule which amends, supplements or supersedes any such statute, regulation or rule.

ARTICLE 2

ARRANGEMENT

This Plan of Arrangement is made pursuant to, is subject to the provisions of and forms part of the Arrangement Agreement.

This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) the Company, (ii) Parent and Acquisition Sub, (iii) all Shareholders and beneficial owners of Common Shares, and (iv) all registered and beneficial owners of Options, RSUs, DSUs and participants in the Employee Share Purchase Plan.

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Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality, in each case effective at the Effective Time:

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ARTICLE 3

RIGHTS OF DISSENT

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ARTICLE 4

CERTIFICATES AND PAYMENTS

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In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were exchanged pursuant to section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, cash deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to Acquisition Sub and the Depositary in such sum as Acquisition Sub may direct, or otherwise indemnify Acquisition Sub and the Company in a manner satisfactory to Acquisition Sub and the Company, against any claim that may be made against Acquisition Sub and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

The Company, Acquisition Sub, Parent and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any Shareholder (including Employee Share Purchase Plan participants on whose behalf the Purchase Plan Shares are being held, if required), Optionholder, holder of RSUs, holder of DSUs and holder of Director DSUs such

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amounts as the Company, Acquisition Sub, Parent or the Depositary is required or permitted to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Common Shares, Optionholder, holder of RSUs, holder of DSUs or holder of Director DSUs, as the case may be, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

ARTICLE 5

AMENDMENTS

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ARTICLE 6

FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out herein.

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