Managing Director & CEO Succession

NZX Code: ATM
ASX Code: A2M


5 July 2018
NZX/ASX Market Release

Managing Director & CEO Succession

Further to the announcement advising of the appointment of Ms Jayne Hrdlicka as Managing Director and CEO of
The a2 Milk Company Limited, the Board of Directors is now very pleased to confirm that Jayne will take up these
roles on Monday, 16 July 2018.

As previously noted, Jayne is an outstanding senior executive with particular strengths highly relevant to a2MC’s
next growth phase. These include her extensive experience in strategy formulation and execution, insight into
customer-centricity and innovation and importantly an understanding of operating in a disruptive environment.

Jayne was most recently employed for 5 years in the role of CEO of the Jetstar Group, a wholly owned subsidiary of
Qantas Limited and also served as a Non-Executive Director of Woolworths Limited during this time. In her earlier
career, Jayne was a partner at Bain & Company in the US, where she was focused on customer orientated
businesses. Jayne is also the current non-executive President of Tennis Australia.

The material terms of Jayne’s employment agreement are summarised in the Appendix, and have been structured
using the same underlying principles which apply to all of the Company’s senior staff.

For further information contact:

The a2 Milk Company Limited
David Hearn
Chairman
+61 2 9697 7000

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APPENDIX
Material Terms of Jayne Hrdlicka’s Employment Agreement

Key Terms Details
Commencement Date 16 July 2018
Term No fixed term. Ongoing until terminated by either Jayne or a2MC in accordance
with the contract.
Total Fixed Remuneration AUD 1,500,000 per annum, including superannuation (to be reviewed annually).
Short Term Incentive (STI)
Calculation of an annual STI payment amount of up 100% of Total Fixed
Remuneration is based on the achievement of performance objectives set by key
performance indicators determined by the Board on an annual basis.
The Board has the discretion to increase or decrease the calculated STI payment
amount by up to 20% based on its assessment of Jayne’s personal performance.
Long Term Incentive (LTI) On an annual basis, Jayne will be invited to take up performance rights under the
Company’s current LTI Plan Rules, which apply to all senior management. A
performance right is the right to acquire a2MC ordinary shares subject to the
satisfaction of performance hurdles and vesting conditions.
In her first year of employment, Jayne will be offered performance rights
equivalent to 175% of her Total Fixed Remuneration.
In each following year of her employment, Jayne will be offered performance
rights equivalent to 150% of Total Fixed Remuneration (subject to adjustment
from time to time at the discretion of the Board in order to have reasonable
regard to equivalent entitlements provided by peer companies).
The vesting of the first grant of performance rights will be subject to a2MC
achieving a compound annual growth in its diluted earnings per share, measured
over three consecutive financial years, on a straight line basis between two rates
to be determined by the Board prior to the grant, being a minimum hurdle rate
at which 50% of performance rights will vest and a maximum hurdle rate at which
100% of performance rights will vest.
At the discretion of the Board, performance rights may be subject to accelerated
vesting if a2MC is subject to a change of control.
Subject to the discretion of the Board or unless employment is terminated by
a2MC other than for fault, cessation of employment will result in the forfeiture
of all unvested performance rights. The Board may also forfeit performance
rights for fraud of dishonesty or wilful breach of duties.
Adjustments to the number of performance rights, or the number of a2MC
ordinary shares to which they relate, may be made following any bonus issue of
a2MC ordinary shares or reorganisation of its capital.
Performance rights do not carry any right to dividends.
Transition Benefits
On a one-off basis, Jayne will receive the following transition benefits as
compensation for forfeitures of her former employer's STI and LTI entitlements
as a result of her resigning to take up employment with a2MC.
• An AUD 586,666 cash payment (calculated at approximately 67% of her
forfeited STI cash benefit).
• 599,254 time based rights to acquire a2MC ordinary shares (calculated
at approximately 80% of Jayne’s forfeited STI and LTI scrip benefit, based
on the 90 day VWAP of shares in the Company and her previous

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Key Terms Details
employer as at the date that her appointment was announced to the
market, being 13 December 2017) to vest in four tranches during the
period from 28 August 2018 to 24 August 2019.
Time-based rights are not subject to performance hurdles but are otherwise to
be issued on terms similar to Jayne's performance rights.
Notice Period Generally, resignation requires six months’ notice.
Annual Leave Statutory entitlements together with one week per annum of additional paid
leave.
Other Terms The employment agreement also includes standard terms covering expenses,
conflicts of interest, confidentiality, intellectual property and moral rights, and
restraints upon termination.