Notice pursuant to Listing Rule 7.12.1

ASX Code: A2M
NZX Code: ATM



Notice pursuant to NZX Main Board Listing Rule 7.12.1
In accordance with NZX Main Board Listing Rule 7.12.1, The a2 Milk Company Limited (ATM) advises of the
relevant details of the unlisted performance rights it has issued today:
Class of Security: Performance rights representing an entitlement to acquire
ordinary shares in the Company
ISIN: Not applicable – The performance rights will not be listed on
the NZX Main Board or the ASX
Number issued: 304,200 performance rights
Issue price: Not applicable
Payment in cash: Not applicable
Amount paid up (if not in full): Not applicable
Percentage of the total class of
securities issued: 11.47% (of all performance rights)
Reason for issue: The grant of the performance rights is part of the ongoing long
term incentive arrangements that ATM has adopted to assist in
the reward, retention and motivation of its employees
Specific authority for issue: Board resolution
Terms or details of issue: Each performance right is issued pursuant to the terms and
conditions of ATM’s Long Term Incentive Plan (LTIP). Each
performance right includes a vesting condition that the
participant must remain an Employee (as defined in the LTIP
Rules) up to and including the vesting date (being the third
anniversary of the grant date), subject to ATM achieving a
compound annual growth rate in diluted earnings per share
(CAGR) from the financial year ended 30 June 2018 to the
financial year ended 30 June 2020 of at least 15%. The
proportion of performance rights that will vest will be
determined on a straight-line basis between the following
parameters (rounded down to the nearest whole number):
• 50% of the performance rights will vest if a CAGR of
15% is achieved; or
• 100% of the performance rights will vest if a CAGR of
25% or more is achieved.
Upon vesting, each performance right will entitle the holder to
one ordinary share in ATM.
Total number of securities of the class
in existence after the issue: 960,000 performance rights issued on 17 August 2015, 895,000
performance rights issued on 8 February 2017, 87,000
performance rights issued on 10 March 2017, 406,000

ASX Code: A2M
NZX Code: ATM
performance rights issued on 28 September 2017 and 304,200
performance rights issued on 6 March 2018.
Treasury stock (acquisition only): Not applicable
Date of issue: 6 March 2018

Geoffrey Babidge
Managing Director
The a2 Milk Company Limited
+61 2 9697 7000

---

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13

Name of entity
The a2 Milk Company Limited

ABN
97 769 415 292

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued
Performance rights representing an
entitlement to acquire ordinary shares in the
Company (“Performance Rights”) (unquoted)


2
Number of
+
securities issued or to
be issued (if known) or maximum
number which may be issued
304,200

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
Each Performance Right is issued pursuant to
the terms and conditions of the Company’s
LTIP.

Each Performance Right includes a vesting
condition that the participant must remain an
Employee (as defined in the LTIP Rules) up to
and including the vesting date (being the
third anniversary of the grant date), subject to
the Company achieving a compound annual
growth rate in diluted earnings per share
(CAGR) from the financial year ended 30 June
2018 to the financial year ended 30 June 2020
of at least 15%. The proportion of
Performance Rights that will vest will be
determined on a straight-line basis between
the following parameters (rounded down to
the nearest whole number):

• 50% of the Performance Rights will
vest if a CAGR of 15% is achieved; or
• 100% of the Performance Rights will
vest if a CAGR of 25% or more is achieved.

Upon vesting, each Performance Right will
entitle the holder to one Share.



4
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest
payment
No.

The Shares that are issued upon vesting of the
Performance Rights will rank equally in all
respects with the existing class of quoted
Shares from the date of allotment and issue of
those Shares.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
5 Issue price or consideration
There is no issue price for the Performance
Rights.


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
The grant of the Performance Rights is being
made to certain employees as part of the on-
going long term incentive arrangements that
the Company has adopted to assist in the
reward, retention and motivation of its
employees.



6a
Is the entity an
+
eligible entity
that has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A


6b The date the security holder
resolution under rule 7.1A was
passed
N/A


6c
Number of
+
securities issued
without security holder approval
under rule 7.1
N/A


6d
Number of
+
securities issued with
security holder approval under
rule 7.1A
N/A


6e
Number of
+
securities issued with
security holder approval under
rule 7.3, or another specific
security holder approval (specify
date of meeting)
N/A


6f
Number of
+
securities issued
under an exception in rule 7.2
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
6g
If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.
N/A


6h
If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on which
valuation of consideration was
released to ASX Market
Announcements
N/A


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
6 March 2018



Number
+
Class
8
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)
726,289,067 fully paid ordinary
shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5

Number
+
Class
9
Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)
9,100,998



3,300,000



5,250,000

960,000


895,000


87,000


406,000


304,200


options issued on
17 August 2015 with an
exercise price of
NZ$0.63
options issued on
30 March 2015 with an
exercise price of
NZ$0.63
partly paid ordinary
shares
performance rights
issued on 17 August
2015
performance rights
issued on 8 February
2017
performance rights
issued on 10 March
2017
performance rights
issued on
28 September 2017
performance rights
issued on
6 March 2018


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A

Part 2 - Pro rata issue

11 Is security holder approval
required?
N/A


12 Is the issue renounceable or non-
renounceable?
N/A


13
Ratio in which the
+
securities will
be offered
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
14
+
Class of
+
securities to which the
offer relates
N/A


15
+
Record date to determine
entitlements
N/A


16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
N/A


17 Policy for deciding entitlements in
relation to fractions
N/A


18 Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
N/A


19 Closing date for receipt of
acceptances or renunciations
N/A


20 Names of any underwriters
N/A


21 Amount of any underwriting fee or
commission
N/A


22 Names of any brokers to the issue
N/A


23 Fee or commission payable to the
broker to the issue
N/A


24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/A


25 If the issue is contingent on
security holders’ approval, the date
of the meeting
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/A


27 If the entity has issued options,
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders
N/A


28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)
N/A


30 How do security holders sell their
entitlements in full through a
broker?
N/A


31 How do security holders sell part
of their entitlements through a
broker and accept for the balance?
N/A


32 How do security holders dispose of
their entitlements (except by sale
through a broker)?
N/A


33
+
Issue date
N/A



Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34
Type of
+
securities
(tick one)
(a)

+
Securities described in Part 1

(b)

All other
+
securities

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought
N/A



39
+
Class of
+
securities for which
quotation is sought
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
40
Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
N/A


41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)
N/A



Number
+
Class
42
Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in clause 38)
N/A N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013
Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able
to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on
the information and documents. We warrant that they are (will be) true and
complete.


Sign here: ............................................................ Date:
(Director/Company secretary)

Print name:

== == == == ==

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A
for eligible entities
Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue
n/a
Add the following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
n/a
Subtract the number of fully paid
+
ordinary
securities cancelled during that 12 month
period
n/a
“A” n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 n/a
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
n/a
“C” n/a
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
n/a
Subtract “C”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.15] – “C” n/a
[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
n/a
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 n/a
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
n/a
“E” n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 14 04/03/2013
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
n/a
Subtract “E”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.10] – “E” n/a
Note: this is the remaining placement
capacity under rule 7.1A