ACQUISITION OF SHARES IN SYNLAIT MILK LIMITED

PRIVATE AND CONFIDENTIAL
FrieslandCampina Investments Holding B.V.
Stationsplein 4,
3818 LE, Amersfoort
The Netherlands


By email: Hans.Laarakker@frieslandcampina.com


ACQUISITION OF SHARES IN SYNLAIT MILK LIMITED


1. This letter agreement (Agreement) relates to a proposal that we have been
discussing with you, which would involve The a2 Milk Company Limited (a2MC)
acquiring, through its wholly-owned subsidiary, The a2 Milk Company (New
Zealand) Limited (a2MC NZ), 14,634,119 fully paid ordinary shares in Synlait Milk
Limited (SML Shares) held by FrieslandCampina (FC).

2. The date on which this Agreement has been signed by each of the parties is referred
to as the Agreement Date.

Agreement for Sale and Purchase

3. By signing where indicated below, FC agrees to sell, and a2MC agrees to procure
the purchase by a2MC NZ of, the SML Shares at a price of NZ $3.275 per share,
for an aggregate purchase price of NZ $47,926,739.73 (Sale), with effect from the
Agreement Date.

Settlement

4. Settlement of the Sale (Settlement) will occur on the date that is five working days
after the Agreement Date. Settlement shall be effected by an off-market share
transfer executed by the parties through the issuance of irrevocable transaction
t.

5. On Settlement, FC shall pay to a2MC NZ any dividends or other entitlements
received by FC after the Agreement Date in respect of the SML Shares.

6. FC warrants that the SML Shares will be transferred free of all encumbrances and
security interests (as that term is defined in section 17 of the Personal Property
Securities Act 1999), and FC agrees to take all steps necessary to enable transfer
of the SML Shares to a2MC NZ by the share registry.

Disclosure

7. The parties acknowledge that, upon signature of all parties to this letter and delivery
of a copy to the others, immediate disclosure of this Agreement is required by New

Page 2
28963009_1.docx
Zealand substantial product holder disclosure law through NZX and to Synlait Milk
Limited.

Voting Rights Unaffected

8. Until Settlement, FC shall be free to exercise all voting rights as it sees fit.

General

9. The parties acknowledge and agree that the aggregate purchase price for the SML
Shares is the only amount payable to FC under this Agreement. The aggregate
purchase price for the SML Shares shall be paid in full. It is further acknowledged
and agreed that a2MC and a2MC NZ shall not have any responsibility for any
brokerage, commission or other fees incurred by FC and that FC shall not have any
responsibility for any brokerage, commission or other fees incurred by a2MC or
a2MC NZ.

10. This Agreement creates legally binding and enforceable obligations on the parties
in accordance with its terms. This Agreement is the entire agreement between the
parties in relation to the sale and purchase of the SML Shares and replaces all
earlier negotiations and representations, whether oral or written, between the
parties relating to the sale and purchase of the SML Shares.

11. Each party must do any thing, including execute and deliver any documents as may
reasonably be required by any other parties, to obtain the full benefit of this
Agreement according to its true intent.

12. This Agreement may be signed in one or more counterparts and may be exchanged
as PDF copies.

13. This Agreement is governed by the laws of New Zealand. The parties submit to the
non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute
arising.


Yours faithfully
The a2 Milk Company Limited



Geoffrey Babidge
Managing Director




The terms of this Agreement are agreed and accepted by FrieslandCampina:




Authorised signatory

Date: 2017

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100080615/3821103.1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the end of the
form.
To NZX Limited
and
To Synlait Milk Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 2 March 2017
Date this disclosure made: 2 March 2017
Date last disclosure made: 19 March 2014
Substantial product holder(s) giving disclosure
Full name(s): FrieslandCampina Investments Holding B.V.
Summary of substantial holding
Class of quoted voting products: ordinary shares
Summary for: FrieslandCampina Investments Holding B.V.
For this disclosure,—
(a) total number held in class: 14,634,119
(b) total in class: 179,149,619
(c) total percentage held in class: 8.17%
For last disclosure,—
(a) total number held in class: 14,634,119
(b) total in class: 179,149,619
(c) total percentage held in class: 8.17%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: entering into an
unconditional agreement on 2 March 2017 to sell and transfer 14,634,119 ordinary shares
to a2 Milk Company (New Zealand) Limited for NZ$ 3.275 per share (attached).

100080615/3821103.1
Details after relevant event
Details for: FrieslandCampina Investments Holding B.V.
Nature of relevant interest(s): Under an unconditional agreement to sell and transfer
shares to a2 Milk Company (New Zealand) Limited (attached) FrieslandCampina
Investments Holding B.V. has the power to control the purchase of shares by a2 Milk
Company (New Zealand) Limited.
For that relevant interest,—
(a) number held in class: 14,634,119
(b) percentage held in class: 8.17%
(c) current registered holder(s): FrieslandCampina Investments Holding B.V.
(d) registered holder(s) once transfers are registered: a2 Milk Company (New Zealand)
Limited
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative:
Additional information
Address(es) of substantial product holder(s): Stationsplein 4, 3818 LE, Amersfoort, The
Netherlands
Contact details: Damianos Vainas. T: +31 33 7132197. E:
damianos.vainas@frieslandcampina.com
Nature of connection between substantial product holders: not applicable
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: a2 Milk Company (New Zealand) Limited
Certification
I, Damianos Vainas, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.