The a2 Milk Company Limited logo

FY18 Results and Annual Report

Annual Report21 August 2018ATMConsumer Staples

The a2 Milk Company Limited


Results for announcement to the market


Reporting period Twelve months to 30 June 2018

Previous reporting

period

Twelve months to 30 June 2017


Amount (000s) Percentage change

Revenue from ordinary

activities

$NZ 922,677 + 67.9%

Profit (loss) from

ordinary activities after

tax attributable to

security holders

$NZ 195,684 +115.9%

Net profit (loss)

attributable to security

holders

$NZ 195,684 +115.9%


Final dividend Amount per security Imputed amount per

security

The Company does not

propose to pay a

dividend for the year

ended 30 June 2018

Not applicable Not applicable


Record date Not applicable

Dividend payment date Not applicable


Comments: For further information refer to the attached:

Audited Annual Report for the year ended 30 June

2018

Full Year Results Commentary

Full Year Results Presentation




Net Tangible Assets per

security


30 June 2018

73 cents

30 June 2017

31 cents

---

NZX Code: ATM
ASX Code: A2M



22 August 2018

NZX/ASX Market Release


Outstanding financial performance and strong progress on delivery of strategy


Overview for the year ended 30 June 2018 (NZ$)

• Total revenue of $922.7 million – an increase of 68% over the prior corresponding period (pcp)

• EBITDA

1

of $283.0 million – up 101% on pcp

• Net profit after tax of $195.7 million – 116% ahead of the pcp

• Strong cash conversion with operating cash flow of $231.1 million – up 131% on pcp

• EBITDA to sales margin of 31% – up from 26% in the pcp

• Basic earnings per share (EPS) of 27.0 cents – up from 12.7 cents in the pcp

• Infant formula share strengthening to 5.1% in China

2

and 32% in Australia

3


• Substantial physical distribution growth to ~10,000 stores in China and ~6,000 stores in the US

• Enhanced strategic partnerships with Synlait and Fonterra


Summary of financial performance

The Company delivered another very strong financial performance, with substantial improvements in revenue,

earnings and cash generation. Increased investment in brand and market development resulted in rapid growth

of infant formula and the expansion of the liquid milk business in each of the Company’s established markets.

Continued impressive sales growth and trajectory

Sales of a2 Platinum® infant formula again grew substantially in Australia and China, with continued growth in

market share. a2 Platinum® sales revenue was $724.2 million, an increase of 84% on the previous year.

Investment continued in building brand awareness and consumer engagement, expanding distribution in priority

channels and adapting to new regulatory requirements in China.


1

Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non GAAP measure. However, the Company believes that it

assists in providing investors with a comprehensive understanding of the underlying performance of the business. A reconciliation of EBITDA

to net profit after tax is shown at the end of this document

2

Kantar Infant Formula market tracking of Tier 1 and Key A cities for 12 months ending June 2018 by value (Kantar track a substantial

proportion of the total market)

3

Aztec Australian Grocery and Pharmacy Scan value share 12 months ending 30/06/18



2

In Australia, a2 Milk™ branded fresh milk value share grew strongly from 9.3% to 9.8% by year end

4

. The United

States business continued to grow sales velocities in key accounts, alongside a distribution footprint which

increased to 6,000 stores, following expansion into the Northeast and in the natural channel. In the United

Kingdom, improvement in rates of sale and expanding distribution brought gains in revenue.

The Company advanced its growth strategy through multiple initiatives – launching three new products (a2

Platinum® Stage 4 milk powder, a2 Platinum® pregnancy formula and a2 Milk™ powder blended with Mānuka

honey); entering new markets in South East Asia; and establishing a strategic relationship with Fonterra Co-

operative Group Limited and an exclusive distribution agreement with Yuhan Corporation for the South Korea

market.

Margin improvement and investment to deliver growth

Gross margin percentage benefited from the increased proportion of infant formula sales, currency movements

and favourable net selling prices.

Investment in brand building and marketing grew by $31.6 million to $73.6 million, with increases across all

markets. Due to the timing of key marketing programs in China and USA, this investment was more heavily

weighted to the second half.

SG&A spend increased broadly in line with underlying revenue, reflecting a commitment to support continued

growth. Corporate costs rose by $8.3 million, reflecting investment in people and associated costs to support

global growth opportunities.

Strong balance sheet position

The cash position continued to improve along with revenue, earnings and working capital efficiencies. Net

operating cash flow was $231.1 million, compared with $99.9 million in the previous year. Cash on hand at the

end of the year was $340.5 million, compared with $121.0 million for the pcp.

Working capital benefited from improved terms with a number of customers. This was partially offset by a

planned increase in infant formula inventory of $35.7 million as the Company built progressively to more

sustainable levels during the year.

Enhanced strategic supply partnerships

The Company’s supply base was enhanced by the extension of the comprehensive manufacturing and supply

agreement for infant formula with Synlait Milk Limited (Synlait) and the establishment of a new comprehensive

strategic relationship with Fonterra.


Results commentary

Reviewing the results for the 2018 year, the Managing Director and CEO Jayne Hrdlicka said: “FY18 has been a

transformative year. Our brand and unique approach are working across multiple products and markets and we

are seeing real momentum building in China and the US.”

“The Company’s financial results maintained a very strong trajectory, with a revenue increase of 68% and with

operating earnings up by 101%. Significant progress has been achieved in Australia, China and the USA and

important emerging market opportunities are starting to materialise.


4

Aztec Australian Grocery Weighted Scan, 12 months ending 30/06/18 versus pcp



3

“The ongoing momentum reflects the growing strength of our brand proposition, continued execution success in

our end markets and in management of the supply chain.

“The Company has continued to invest in brand building and advertising and in the strength of the organisation,

as we build capability and capacity to deliver on growth against our core opportunities.

“The extended arrangement with Synlait Milk and the new relationships with Fonterra and Yuhan Corporation are

important steps in the development of both our supply chain and our capacity to develop new markets. The

extended relationship with China State Farm is another important relationship, underpinning our platform for

growth in China.”


Strategic progress

With the Australian and China businesses delivering strong earnings, an expanded US distribution footprint and

the growing strength of our brand, the Company continues to be well positioned to execute its strategy for

further growth.

The growth strategy has three priorities:

 Building a branded portfolio of dairy-based nutritional products based on the A1 protein free proposition

 Investing in attractive markets where we believe we can build competitive brand strength

 Deepening our proprietary know-how and A2 protein expertise.


The first signs of competition from a major international company in the A1 protein free category appeared in

March 2018. There has been no apparent impact on our sales momentum as a consequence of this launch. The

Company remains confident that competition will ultimately expand the category over time. The combination of

our strong and contemporary brand, deep know-how and intellectual property, agile and entrepreneurial

approach; and absolute focus as a Company on A1 protein free products, means our business is uniquely

positioned to benefit from category expansion. The Company will actively leverage and defend the integrity of its

market position.

Brand, intellectual property and research & development

The Company has continued its investment in improving brand equity via enhanced marketing campaigns in its

key markets of Australia, China and the US, R&D and further development of intellectual property. The Company’s

investment in marketing and R&D increased by $32.3 million and a further $2.2 million was capitalised for patents

and trade marks.

Increasing investment in trade marks included a rollout of a new unifying brand trade mark that has been applied

across all products and markets. Our brand assets will continue to evolve as the trade mark portfolio broadens

over time.

During FY18 a clincial trial conducted in China involving 600 adults with self reported lactose intolerance found

consumption of milk containing the A2 protein type reduced acute gastorintestinal symptoms. These findings

were consistent with the previous pilot study published in FY16.

A pilot study carried out under the New Zealand Government High Value Nutrition programme is now complete

and being submitted for publication. Furthermore, a clinical study in China amongst pre-school children

examining digestive benefits of A1 protein free milk has been submitted for publication.

The Company continues to support additional science and research & development programmes to enhance its

overall brand proposition.



4

Strategic partnerships

With a view to enhancing our supply chain and broader international market development the Company

announced the formation of a comprehensive strategic relationship with Fonterra. The initial scope of the

relationship incorporates:

 an exclusive nutritional powder agreement under which Fonterra will manufacture A1 protein free

products in Australia for certain priority markets in South East Asia and the Middle East

 an exclusive licence to Fonterra for the production, distribution, sale and marketing of a2 Milk™ branded

liquid milk in New Zealand (commenced from July 2018)

 the opportunity to leverage Fonterra’s sales and distribution capabilities in the priority markets

 joint evaluation of opportunities to sell certain Company branded dairy products, such as butter and

cheese, in Australia, New Zealand and China

 Additional A1 protein free milk pools to be developed by Fonterra and the Company.


a2 Milk™ powder blended with Mānuka honey is packed by Fonterra and is the first product launched with

Fonterra’s assistance following the announcement of our strategic relationship.

Further steps were taken to build on the Company’s global supply strategy with the comprehensive supply

agreement for infant formula with Synlait Milk extended in early July 2018. This provides a two-year extension to

the minimum term, an increase in the volume over which Synlait already had exclusive supply rights, increased

committed production capacity and pricing terms that reflect both companies’ commitment to an ongoing

market-competitive pricing regime.

Consistent with the Company’s desire to deepen relationships with its key partners, the Company announced on

3 August 2018 an additional investment of $162.3 million in Synlait Milk shares, bringing the total shareholding in

Synlait to approximately 17.4%. This investment is intended to provide further stability over Synlait’s capital

position and ownership and reflects the Company’s commitment to supporting key strategic partners. The

Company has no plans to further increase its shareholding in Synlait.

The Company continues to take steps to minimise the risk of product substitution and counterfeit, particularly for

infant formula in China. This includes improved security technology and advances in quality and authenticity

proof points. During the financial year, the Company introduced a unique QR-verification system allowing

verification of the authenticity of our products. The system has now been implemented across the total a2

Platinum® product range. Product quality and security will remain an ongoing area of focus and investment by the

Company.

As recently reported, arrangements with China State Farm, the Company’s exclusive import agent for China label

infant nutrition products into Mainland China, were extended for a further three years, to December 2021.

The Company remains committed to its approach of deploying capital efficiently and strategically to support

mutually beneficial relationships with processing and distribution partners, in line with its multi-site, multi-

product and geographic diversification strategy. As part of this, the Company continues to assess its medium-term

manufacturing strategy for nutritional products, including the possible ownership of blending and canning assets,

potentially in conjunction with its nutritional powder supply partners.

New products and markets

Three new products were launched during the year:

 a2 Platinum® Stage 4 junior milk drink, to support the nutritional needs of children three years and over –

launched in August 2017 in Australia and China. The product has performed above plan



5

 a2 Platinum® Premium pregnancy formula, to support mothers’ nutritional needs pre-pregnancy, during

pregnancy and while breastfeeding – launched in May 2018 in Australia

 Premium a2 Milk™ powder blended with Mānuka honey brings together two naturally beneficial products

to create a great tasting nutritious milk drink that can be enjoyed cold or warm – launched in June 2018 in

Australia, New Zealand and through cross border e-commerce channels in China


Following the year end, a2 Milk™ branded fresh milk was launched in New Zealand under Fonterra’s Anchor™

brand – the first meaningful in-market joint activity between Fonterra and the Company.

The Company increased its resource capability in key innovation, operations and quality roles, which will underpin

future expansion of nutritional products across new and existing regions.

Arrangements were also put in place for four new markets:

 Hong Kong – Launch of a2 Platinum® Stages 1, 2 and 3 in September 2017

 Singapore – a2 Milk™ branded fresh milk was launched in August 2017

 Vietnam – A small test market for a2 Milk™ branded whole milk powder

 South Korea – An exclusive sales and distribution agreement was completed with Yuhan Corporation in

April 2018


The focus on growth initiatives in targeted emerging markets will continue, building on the Company’s

established strategic partnerships.


Regional performance

Australia and New Zealand

The ANZ business continued to grow strongly, with total revenue up 49% on pcp to $656.6 million and EBITDA up

69% on pcp to $262.2 million.

Sales of a2 Platinum® infant formula increased as market share grew from 26% to 32% by value

5

. a2 Platinum®

remains the fastest growing infant formula brand by value in Australia. The Company commenced a transition to

updated packaging, incorporating a new global brand logo, for its a2 Platinum® infant formula in May 2018. This

transition is progressing in line with expectations and is expected to be completed by September 2018.

The flexibility and strength in the Company’s supply chain was evident in its ability to deliver on the continuing

strong growth in demand. The Company also introduced an online platform to improve access to a2 Platinum®

products for Australian parents.

Fresh milk revenue rose by 4% and market share by value increased to 9.8%

6

. a2 Milk™ remains the only milk

brand distributed through all six key grocery retailers in the Australian market.

The milk supply arrangements between the Company, Moxey Farms and Leppington Pastoral Company were

further extended for an additional term of one year through to 30 June 2021.

Sales of a2 Milk™ branded milk powder products were significantly higher than in the previous year. Whole milk

powder and skim milk powder sales growth was complemented by the launch of Premium a2 Milk™ powder with

Mānuka honey and a2 Platinum® Premium pregnancy formula during the year.


5

Aztec Australian Grocery and Pharmacy Scan, 12 months ending 30/06/18 versus pcp

6

Aztec Australian Grocery Weighted Scan, 12 months ending 30/06/18



6

The Company continued to invest strongly in its brands, with the highest national advertising spend in the infant

formula and fresh milk categories in the Australian market and strong editorial media coverage. Both

spontaneous and prompted consumer brand awareness grew sharply in both categories and a2 Milk™ was named

the top brand of choice for Australian ‘millennials’

7

.

China and Other Asia

The China and Other Asia business continued to record exceptional growth, with revenue up 163% on pcp to

$233.6 million and EBITDA up 148% on pcp to $81.3 million.

Total market share for a2 Platinum® infant formula in the targeted regions continued to grow rapidly.

Consumption market share by value grew from 2.8% MAT (Moving Annual Total basis) at June 2017 to 5.1% MAT,

as measured by Kantar Worldpanel

8

. Given the nature of panel data the Company believes the MAT measure

provides a more appropriate view of market share trends in China.

Increased marketing and sales investment, including the first television advertising for a2 Platinum® Stage 3 infant

formula and an active social media programme, remained the key drivers of rising brand awareness. Further

impetus was provided by a series of live-streaming events and by publication of the findings from a major clinical

trial conducted in China.

The business has a flexible multi-channel strategy for infant formula in both China label and cross border e-

commerce English label, to best position the brand for growth.

a2 Platinum® again participated successfully in key online sales events. In the major ‘11/11 Singles Day’ event it

was the top-selling infant formula on Kaola.com, second on JD.com and third on T-mall.

In the offline (bricks and mortar) segment, distribution grew to approximately 10,000 Mother & Baby Stores,

compared with approximately 3,800 at June 2017. The stores are supported by an in-store communication

programme providing consumers with product and category advice.

To support the very strong growth of the China business, the team in China continued to grow across each of the

selling, marketing, supply chain and administration functions. Expanding our China team capability will be an

ongoing focus into FY19.

Infant Formula Regulation

Synlait achieved registration of our China label infant formula products (Stages 1, 2 and 3) with the China Food

and Drug Administration (CFDA) in September 2017. Registration was required for the manufacture and import of

such products into China through traditional channels beyond 1 January 2018. The registration process included

formulation R&D and ingredient and finished product assessment. This necessitated packaging changes to comply

with strict labelling and branding requirements.

The newly-registered China label packaging was launched to the market during June 2018 and the transition to

the new pack and China brand is proceeding well.

The Company continues to monitor changes in China’s regulatory regime and will continue to work proactively

with our partners to respond as appropriate.



7

The Urban List, Food & Drink Survey, 1 May 2017 published in June 2017

8

Kantar Infant Formula market tracking of Tier 1 and Key A cities for the 12 months ending 30/06/18 vs the 12 months ending

30/06/17 by value (Kantar track a substantial proportion of the total market)



7

United States

The US business achieved further momentum, with increased brand awareness and sales velocities, along with

continued expansion in its distribution footprint.

Distribution increased to approximately 6,000 stores in California, the Southeast, the Northeast, the Mid-Atlantic

and through natural retail chains, including Sprouts Farmers Market and Whole Foods Market. The expansion into

the Northeast, announced in January 2018, achieved distribution in major retailers in the region.

Sales velocities are increasing across the business in key accounts, with particular strength in the natural channel

and the Northeast.

a2 Milk™ is available in four variants (including chocolate) within the specialty milk segment, the fastest growing

segment of the total milk category.

Marketing investment continued with the Love Milk Again™ advertising campaign, which was broadened on a

national basis to support the expansion into the Northeast. These campaigns augment the ongoing active

editorial media programme and strong digital media and shopper marketing programmes.

The Company retains a positive view of the potential for growth in the US market and the unique advantage of

being the pioneer of the A1 protein free category in this market. With the current opportunity to more quickly

build distribution and brand awareness on a national basis comes the need to increase marketing investment

above previous guidance.

Accordingly, the planned EBITDA investment for FY19 is approximately US$22 million and the Company now

expects to achieve positive monthly EBITDA within three years. This investment is predominantly marketing

expenditure associated with brand building and sales activation but also includes investment in capability in

market.

United Kingdom

Volume sales of a2 Milk™ branded fresh milk increased by more than 50% against the previous year through gains

in distribution and in-store sales velocity. However, the UK continues to be a challenging market to achieve scale.

As in the previous year, results include a contribution from the sale of a2 Platinum® infant formula in the

wholesale market.

The Company will transition between suppliers of its fresh milk product early in FY19. This is not anticipated to

create any disruption to sales or stock availability.


Outlook for FY19

The Company anticipates further growth in revenue particularly in respect of nutritional products in ANZ and

China, and liquid milk in the United States. The focus on growth initiatives in targeted emerging markets and new

product development will continue.

Marketing expenditure as a percentage of sales is expected to be higher than FY18 given continued investment in

the Australian market, re-phasing of 2H18 activities in China, and appropriate investment to support US market

expansion.

Overhead costs are also expected to be higher than FY18, primarily due to increasing headcount for China and the

Corporate office to support continued growth and organisational development.



8

Notwithstanding the higher expenditure as indicated, the Company expects the EBITDA to sales ratio for FY19 to

be broadly consistent with that achieved for FY18.

The Board continues to consider the appropriate use of the Company’s available capital to support further value

creation from the Company’s growth strategy and supply chain development. This includes a review of

opportunities to invest in blending and canning capability where appropriate as part of our longer-term

nutritional products sourcing arrangements.


For further information contact:

The a2 Milk Company Limited

Jayne Hrdlicka

Managing Director and CEO

+61 2 9697 7000




Reconciliation of EBITDA to net profit after tax




Full Year Ended Full Year Ended



30-Jun-18 30-Jun-17 Movement


NZ$ 000's NZ$ 000's %



Segment EBITDA 283,037 141,153 100.5%

Depreciation & amortisation (2,172) (2,689) (19.2%)

EBIT 280,863 138,464 102.8%

Interest income 2,369 887 167.1%

Income tax expense (87,548) (48,705) 79.8%

Net profit after tax 195,684 90,646 115.9%

---

A transformative year
The a2 Milk Company Limited

2018 Annual Report

The a2 Milk Company,
helping people enjoy

a better life.

Contents

FY18 highlights 2

About us 4

Our Chair 15

Our CEO 16

Year in review 18

Social and environmental responsibility 28

Corporate governance 38

Remuneration 58

Financial statements 64

Other information 106

The a2 Milk Company | 1

FY18
highlights

$

923m

Revenue 68%

$

283m

EBITDA 101%

27c

Basic earnings per share 113%

infant nutrition brand in

Australia at 32% share

and 5.1% share in ChinaN o.1

brand for Australian

millennialsN o.1

store distribution

coast to coast in USA6k

of revenue invested in

marketing, R&D and IP

8.5%

unique visitors to

our websites2.5m

value share of Australian

fresh milk across all

key supermarkets

9.8%

store distribution

in China10k

2 | The a2 Milk CompanyThe a2 Milk Company | 3

2018 Annual Report

Introduction

About us
We are passionate about helping

people enjoy a better life by

providing premium branded

dairy-based nutritional products

that only contain the all natural

A2 protein type.

The a2 Milk Company | 5

2018 Annual Report

About us

The A2 protein difference
1

• Conventional cows’ milk contains two

main types of beta casein protein,

A2 protein and A1 protein – our

branded milk is different from

conventional cows’ milk because

it is A1 protein free. It is comparable

to conventional cows’ milk in

other respects

• Our branded milk is naturally occurring

and not a product of genetic

engineering or technological processes

• We work closely with farmers to select

and certify cows that naturally produce

A1 protein free milk. These identified

cows are segregated into their own

herds and milked separately. The milk

from these herds is kept separate and

isolated throughout the supply chain.

Subsequent quality assurance checks

are carried out to ensure the supply

remains A1 protein free

• Many consumers and healthcare

professionals report that certain people

who experience challenges drinking

conventional cows’ milk may

experience benefits when they switch

to our branded milk

• Scientific research has demonstrated

a structural difference between the

A1 and A2 protein types and the way

in which the digestive system breaks

them down

• We continue to support further

research in a number of markets into

understanding the potential benefits

of consuming A1 protein free

dairy-based products

Our purpose

Helping people enjoy

a better life

Our vision

To be the innovative

and smart choice for

dairy nutrition

Our ambition

To be the most admired

and commercially attractive

dairy-based nutritional

company globally

Deepening our proprietary

know-how and A2 protein

expertise

• Integrated intellectual property portfolio

• Leading operational and

compliance capability

• Investing in relevant scientific research

• Differentiated brand development

Investing in attractive

markets

• Asia Pacific focus

(ANZ, China, Other Asia)

• USA

• UK

• New market opportunities

Branded dairy nutritional

product portfolio

• Across a continuum from the purity

of fresh a2 Milk™ to customised

A1 protein free products

• Targeting the whole family from

infants to adults to satisfy their

growing digestive health needs

Our strategic priorities

1 Throughout this document A1 and A2 protein

refers to A1 and A2 beta casein protein type

Originally all

cows produced

milk containing

only A2 protein

Genetic variation has resulted

in mixed herds over time

Typical cow herds

produce conventional

milk containing a mix of

A1 and A2 protein

Our branded milk is sourced

from herds producing milk

containing only the

A2 protein and no A1

6 | The a2 Milk CompanyThe a2 Milk Company | 7

2018 Annual Report

About us

Macro-consumer
trends

Our Company is well positioned

to take advantage of these

significant consumer trends

1. CSIRO, The Future of Food, August 2017

2. Euromonitor International, A Bloated Market: Trends and Developments

in Digestive Remedies, February 2014

3. Euromonitor International, Passport Database, 2018

4. Mintel, A world of opportunities for Australia and New Zealand among

Chinese consumers, March 2017

5. Australian Government Foreign Policy White Paper, 2017

6. Nielsen, Breaking Borders, October 2017

Growing consumer

demand for health

and wellness

products

• “Demand for food that is fresh, tasty and

healthy is now the single biggest consumer

trend in food.” CSIRO

1

• Growing awareness of the link between

food and overall health

• Growing understanding of the benefits

of digestive health

2

• Increased demand for protein

3

• Continued growth in powdered nutrition

product segments

3

Food safety,

naturalness and

provenance

• Growing interest in understanding

country of origin, source of products,

high quality ingredients, and seeking

greater transparency and more traceable

supply chain

• Consumers demanding all-natural

ingredients and products where possible

• Strong quality, safety and trust of products

from Australia and New Zealand

• More than one in three Chinese consumers

buying imported products online have

bought Australian or New Zealand brands

4


Growing middle

class in Asia


• Greater market access and an emerging

middle class with rising consumer wealth

• A billion more Asians will join the middle

class over the next 10 years

5


• By 2030 the region will consume more

than half of the world’s food

5

• 600 million additional people will live

in the region’s cities

5

• Asia stands to deliver nearly two thirds

of global growth to 2030

5


• Shift from a product commodity focus

to a desire for higher quality, value-

added, safe and nutritious foods

• Almost half of Chinese consumers say

they are willing to trade up to purchase

premium products

6


8 | The a2 Milk CompanyThe a2 Milk Company | 9

2018 Annual Report

About us

How we
are unique

As the only company

globally that has

exclusively and

successfully created

an A1 protein free

business, we will

actively leverage

and defend our first

mover advantage

and our unique

business model

A2

protein

Focussed

investment in brand,

IP and growth

Single-minded focus

Capital-smart

approach

Unique, modern

and premium brand

Innovative and

agile approach

Australia and

New Zealand sourcing

for Asia Pacific

10 | The a2 Milk CompanyThe a2 Milk Company | 11

2018 Annual Report

About us

Our markets
China & other Asia

United States & United Kingdom

Segment revenue

Segment revenue

Segment revenue

Australia & New Zealand

$

32.4m


+54%

-$27.6m EBITDA 23.0%

$

233.6m


+16 3%

$81.3m EBITDA 148%

$

656.6m


+49%

$262.2m EBITDA 69%

All figures are in NZ$ (New Zealand dollars)

1 New UK carton in market from September FY19

2 UK export sales only

USUK

AustraliaNew Zealand

2

1

12 | The a2 Milk CompanyThe a2 Milk Company | 13

2018 Annual Report

About us

Emerging beta casein
science, IP development

and licensing model

approach

Global branded

dairy nutrition

leaders making

a difference to

people’s lives

through further

market expansion,

innovation and

smart partnerships

IP Creators

Establishing broader

leadership

Revenue

NZ$

FY07

$7. 6 m

FY18

$923m

‘00-

‘07

‘18

Shift from dairy

focus to broader

nutritional product

portfolio with the

emergence of

significant infant

formula business

and broader global

market footprint

Multi-product

geographic diversity

FY17

$550m

‘12-

‘17

Shift from licensing

to branded

operating business

model with regional

business structure

and Australia focus

Branded domestic

fresh milk focus

FY12

$62.5m

‘07-

‘12

Our Chair

Dear Shareholder,

I am delighted

to present to you

another year

of outstanding

achievement by your

Company, in what

was undoubtedly a

transformative period.

In delivering its FY18 result, the Company

has achieved compound annual growth

across a three-year period of 81% in

revenue and 349% in EBITDA – an

impressive result that reflects the strength

of our brand, a highly focussed and

disciplined growth strategy, and the

talent and commitment of our people.

The Company’s strong financial

performance has enabled us to progress

our objective of building a global dairy

nutrition company, centred on a unique

and compelling brand proposition. We

intend to continue strengthening our

position as the pioneers and leaders of

the A1 protein free category.

Not only are we larger and more financially

robust, we are now also in a significantly

enhanced strategic position. I would like

to highlight three transformative changes

to your Company:

• We have proved that our proposition

has real international potential across

multiple geographies and products. We

are building a genuine international

brand and its growing strength is

impressive.

• Physical distribution has reached scale

in both China and the US, supporting

the planned increased investment in

brand building in these critical markets.

• The depth of our partnership model

has been underscored with the

combination of our enhanced

agreement with and shareholding in

Synlait, the announcement of our

multi-faceted agreement with Fonterra

and, importantly, the renewal of

our import services agreement with

China State Farm.

These three dynamics not only create a

stronger base for our business but, also

more and bigger opportunities for growth

in the future which will sustain and

deliver the Company’s long-term

strategic objectives.

The year also marks the retirement of

Geoffrey Babidge as Managing Director

and CEO. Geoff presided over the

Company’s achievement of another stellar

financial result for the year ended 30 June

2018. Geoff’s leadership was a critical part

of the Company’s success over his 11-year

association with the business. Geoff is

extremely proud of the culture he leaves

behind – entrepreneurial, highly

commercial, prepared to think outside the

square, consumer focussed, and driven by

a strong set of values. It is a strong legacy

and one that positions the Company well

for the future.

I wish to acknowledge his contribution

and thank him on behalf of all

shareholders for his leadership, vision

and commitment.

I also wish to welcome Geoff’s successor,

Jayne Hrdlicka, who is now fully

established in her role. Jayne is an

outstanding senior executive with

strengths highly relevant to this dynamic

and transformative period for the

Company. These include her extensive

experience in strategy formulation and

execution, consumer-centricity and

innovation and, importantly, an

understanding of operating in a disruptive

environment. Jayne is no stranger to high

growth businesses. She has hit the ground

running and is well positioned to continue

the momentum of our business into

fiscal 2019.

The Company’s robust financial position

and unique proposition mean it is well

placed for continued growth. The Board

is acutely aware of its responsibility as

stewards of the Company’s capital and

continues to consider its appropriate use,

including a review of opportunities to

invest in blending and canning capability

as part of our longer-term planning.

Our Year in Review provides a

comprehensive overview of the

operational and financial performance

for the year. A further update on our

performance will be provided at the

Annual Meeting, in November 2018.

On behalf of the Board, I would like to

thank our management and staff across

all regions for their continued hard work

and dedication to the Company during

the year and the outstanding results they

have achieved.

David Hearn

Chair

21 August 2018

The a2 Milk Company | 15

2018 Annual Report

About us

14 | The a2 Milk Company

Our CEO
From our early days in scientific discovery

to the commitment of all employees today,

there is a real pioneering ethos at the heart

of the Company, genuinely looking to make

the world a better place by making people

feel better. A spirit of integrity is part of the

Company’s history and guides the decisions

we make today.

The foundations are strong. From the

scientific underpinnings of our Company,

the sophistication of our trade

relationships, our market driven approach

in China and the commercial strength of

the business – we are in good shape and

getting stronger every day.

The potential is significant.

The a2 Milk Company team has achieved

a lot in recent years. This success is a

culmination of strong early foundations

in science and IP, exceptional business

development in Australia, and the growing

strength of The a2 Milk Company™

branded products in China. The potential

to continue to build on the momentum is

significant. Both China and the US are big

consumer markets where the underlying

focus on health and wellness and the

increasing consciousness about food

security and provenance play to our hand.

No doubt we have a lot of hard work

ahead, but the Company and our people

are very capable of continuing to remain

agile, react quickly and punch above

our weight.

The fit is excellent. I have spent my

career working with consumer driven

businesses, helping them define and

deliver on their potential. Having worked

across most industries and companies

at every conceivable age, stage and

circumstance, I am comfortable picking up

leadership of The a2 Milk Company at this

moment in time. We are a high growth,

high potential, fundamentally

entrepreneurial Company that needs to

reinforce our foundations as we maintain

the drive for continued growth. The team

and I are off to a good start in doing

exactly that.

I look forward to sharing more with you as

I get my feet more firmly planted. We have

only begun to scratch the surface of our

potential as a Company and as a team.

Thank you for your ongoing support of

the Company, I look forward to meeting

many of you in the coming months.

Warm regards,

Jayne

It is an honour to be

The a2 Milk Company CEO.

While I have only recently become your

CEO, I feel very privileged to have had

several months before officially starting to

get my head around the business and

prepare for all that is ahead. To help you

get to know me I thought I would share

with you a bit about myself and my early

observations of the business.

Like many of you, I have a family that

significantly influences who I am. We

have been an ‘a2 Milk™ only’ household

for years. We became passionate about

the brand because we felt that a2 Milk™

was healthier and higher quality and

therefore better milk for our kids. I am

proud to now have the opportunity to

help the company continue to deliver on

its significant potential.

As I have learned more about our

Company, its people and the opportunities

ahead, I am reminded of the reasons

I chose to join the Company.

This is a company built on great values.

From our early days in scientific discovery

to the commitment of all employees today,

there is a real pioneering ethos at the heart

of the Company, genuinely looking to make

the world a better place by making people

feel better. A spirit of integrity is part of the

Company’s history and guides the decisions

we make today.

16 | The a2 Milk CompanyThe a2 Milk Company | 17

2018 Annual Report

About us

Year in review
2018 Annual Report

Year in review

The a2 Milk Company | 19

Outstanding financial
performance and

strong progress on

delivery of strategy

FY18 has been a transformative year for the Company.

The a2 Milk Company™ brand and our approach is working

across multiple products in multiple markets. We continued

to learn how to communicate our brand proposition effectively

and increased our investment to apply it to new regions and

product innovation. Our scale in market in both China and the US

is now substantial and creating real momentum of its own. We

have also significantly strengthened our strategic partnerships

with an enhanced supply agreement with Synlait, and a new

comprehensive partnership with Fonterra, which is expected to

support further access to new markets and product capabilities.

Basic earnings per share (EPS) of

27.0 cents

up from 12.7 cents on pcp

Operating cash flow of

$231.1m

up 131% on pcp

Net profit after tax of

$195.7m

up 116% on pcp

Total revenue of

$922.7m

an increase of 68% over the

prior corresponding period (pcp)

EBITDA

*

of

$283.0m

up 101% on pcp

EBITDA to sales margin of

30.7%

up from 25.7% on pcp

Substantial distribution

growth with circa

16,000

stores across China and USA

8.5%

of revenue invested in

marketing, IP and R&D

5 .1%

**


share of infant nutrition in

China and 32% in Australia

Summary of financial

performance

The Company delivered another very

strong financial performance, with

substantial improvements in revenue,

earnings and cash generation.

Increased investment in brand and

market development resulted in rapid

growth of infant formula and the

expansion of the liquid milk business

in each of the Company’s

established markets.

Continued impressive sales

growth and trajectory

Sales of a2 Platinum

®

infant formula again

grew substantially in Australia and China,

with continued growth in market share.

a2 Platinum

®

sales revenue was

$724.2 million, an increase of 84% on

the previous year. Investment continued in

building brand awareness and consumer

engagement, expanding distribution in

priority channels and adapting to new

regulatory requirements in China.

In Australia, a2 Milk™ branded fresh milk

value share grew strongly from 9.3% to

9.8% by year end

1

. The United States

business continued to grow sales velocities

in key accounts, alongside a distribution

footprint which increased to 6,000 stores,

following expansion into the Northeast

and in the natural channel. In the United

Kingdom, improvement in rates of sale

and expanding distribution brought gains

in revenue.

1 Aztec Australian Grocery Weighted Scan,

12 months ending 30/06/18 versus pcp

The Company advanced its growth

strategy through multiple initiatives –

launching three new products

(a2 Platinum

®

Stage 4 milk powder,

a2 Platinum

®

pregnancy formula and

a2 Milk™ powder blended with Mānuka

honey); entering new markets in South

East Asia; and establishing a strategic

relationship with Fonterra Co-operative

Group Limited and an exclusive

distribution agreement with Yuhan

Corporation for the South Korea market.

Margin improvement and

investment to deliver growth

Gross margin percentage benefited from

the increased proportion of infant formula

sales, currency movements and favourable

net selling prices.

Investment in brand building and

marketing grew by $31.6 million to

$73.6 million, with increases across all

markets. Due to the timing of key

marketing programs in China and USA,

this investment was more heavily weighted

to the second half.

SG&A spend increased broadly in line

with underlying revenue, reflecting a

commitment to support continued

growth. Corporate costs rose by

$8.3 million, reflecting investment in

people and associated costs to support

global growth opportunities.

Strong balance sheet position

The cash position continued to improve

along with revenue, earnings and working

capital efficiencies. Net operating cash

flow was $231.1 million, compared with

$99.9 million in the previous year. Cash

on hand at the end of the year was

$340.5 million, compared with

$121.0 million for the pcp.

Working capital benefited from improved

terms with a number of customers. This

was partially offset by a planned increase

in infant formula inventory of $35.7 million

as the Company built progressively to

more sustainable levels during the year.

Enhanced strategic supply

partnerships

The Company’s supply base was enhanced

by the extension of the comprehensive

manufacturing and supply agreement for

infant formula with Synlait Milk Limited

(Synlait) and the establishment of a new

comprehensive strategic relationship

with Fonterra.

* Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non GAAP measure. However, the Company believes that it assists in providing investors

with a comprehensive understanding of the underlying performance of the business. A reconciliation of EBITDA to net profit after tax is shown on page 115.

** Kantar Infant Formula market tracking of Tier 1 and Key A cities for 12 months ending 30/06/18 by value (Kantar track a substantial proportion of the total market)

20 | The a2 Milk CompanyThe a2 Milk Company | 21

2018 Annual Report

Year in review

Strategic progress
With the Australian and China

businesses delivering strong earnings,

an expanded US distribution footprint

and the growing strength of our

brand, the Company continues to be

well positioned to execute its strategy

for further growth.

The growth strategy has three priorities:

• Building a branded portfolio of

dairy-based nutritional products based

on the A1 protein free proposition

• Investing in attractive markets where

we believe we can build competitive

brand strength

• Deepening our proprietary know-how

and A2 protein expertise

The first signs of competition from a

major international company in the A1

protein free category appeared in March

2018. There has been no apparent impact

on our sales momentum as a consequence

of this launch. The Company remains

confident that competition will ultimately

expand the category over time. The

combination of our strong and

contemporary brand, deep know-how

and intellectual property, agile and

entrepreneurial approach; and absolute

focus as a Company on A1 protein free

products, means our business is uniquely

positioned to benefit from category

expansion. The Company will actively

leverage and defend the integrity of its

market position.

Brand, intellectual property and

research & development

The Company has continued its investment

in improving brand equity via enhanced

marketing campaigns in its key markets of

Australia, China and the US, R&D and

further development of intellectual

property. The Company’s investment in

marketing and R&D increased by

$32.3 million and a further $2.2 million

was capitalised for patents and

trade marks.

Increasing investment in trade marks

included a rollout of a new unifying brand

trade mark that has been applied across all

products and markets. Our brand assets

will continue to evolve as the trade mark

portfolio broadens over time.

During FY18 a clinical trial conducted in

China involving 600 adults with self

reported lactose intolerance found

consumption of milk containing the

A2 protein reduced acute gastrointestinal

symptoms. The study was consistent with

a previous pilot study published in 2016.

A pilot study carried out under the New

Zealand Government High Value Nutrition

programme is now complete and being

submitted for publication. Further, a

clinical study in China amongst pre-school

children examining digestive benefits of

A1 protein free milk has been completed

and submitted for publication.

The Company continues to support

additional science and research &

development programmes to enhance

its overall brand proposition.

Strategic partnerships

With a view to enhancing our supply chain

and broader international market

development the Company announced the

formation of a comprehensive strategic

relationship with Fonterra. The initial scope

of the relationship incorporates:

• an exclusive nutritional powder

agreement under which Fonterra will

manufacture A1 protein free products

in Australia for certain priority markets

in South East Asia and the Middle East

• an exclusive licence to Fonterra for the

production, distribution, sale and

marketing of a2 Milk™ branded liquid

milk in New Zealand (commenced from

July 2018)

• the opportunity to leverage Fonterra’s

sales and distribution capabilities in the

priority markets

• joint evaluation of opportunities to sell

certain Company branded dairy

products, such as butter and cheese,

in Australia, New Zealand and China

• Additional A1 protein free milk pools

to be developed by Fonterra and

the Company.

a2 Milk™ powder blended with Mānuka

honey is packed by Fonterra and is the

first product launched with Fonterra’s

assistance following the announcement

of our strategic relationship.

Further steps were taken to build on the

Company’s global supply strategy with the

comprehensive supply agreement for

infant formula with Synlait Milk extended

in early July 2018. This provides a two-year

extension to the minimum term, an

increase in the volume over which Synlait

already had exclusive supply rights,

increased committed production capacity

and pricing terms that reflect both

companies’ commitment to an ongoing

market-competitive pricing regime.

Consistent with the Company’s desire to

deepen relationships with its key partners,

the Company announced on 3 August

2018 an additional investment of

$162.3 million in Synlait Milk shares,

bringing the total shareholding in Synlait

to approximately 17.4%. This investment

is intended to provide further stability over

Synlait’s capital position and ownership

and reflects the Company’s commitment

to supporting key strategic partners. The

Company has no plans to further increase

its shareholding in Synlait.

The Company continues to take steps to

minimise the risk of product substitution

and counterfeit, particularly for infant

formula in China. This includes improved

security technology and advances in

quality and authenticity proof points.

During the financial year, the Company

introduced a unique QR-verification

system allowing verification of the

authenticity of our products. The system

has now been implemented across the

total a2 Platinum

®

product range. Product

quality and security will remain an ongoing

area of focus and investment by

the Company.

As recently reported, arrangements with

China State Farm, the Company’s exclusive

import agent for China label infant

nutrition products into Mainland China,

were extended for a further three years,

to December 2021.

The Company remains committed to its

approach of deploying capital efficiently

and strategically to support mutually

beneficial relationships with processing

and distribution partners, in line with its

multi-site, multi-product and geographic

diversification strategy. As part of this, the

Company continues to assess its medium-

term manufacturing strategy for nutritional

products, including the possible ownership

of blending and canning assets, potentially

in conjunction with its nutritional powder

supply partners.

New products and markets

Three new products were launched during

the year:

• a2 Platinum

®

Stage 4 junior milk drink,

to support the nutritional needs of

children three years and over –

launched in August 2017 in Australia

and China. The product has performed

above plan

• a2 Platinum

®

Premium pregnancy

formula, to support mothers’

nutritional needs pre-pregnancy, during

pregnancy and while breastfeeding –

launched in May 2018 in Australia

• Premium a2 Milk™ powder blended

with Mānuka honey brings together

two naturally beneficial products to

create a great tasting nutritious milk

drink that can be enjoyed cold or warm

– launched in June 2018 in Australia,

New Zealand and through cross border

e-commerce channels in China

Following the year end, a2 Milk™ branded

fresh milk was launched in New Zealand

under Fonterra’s Anchor™ brand – the

first meaningful in-market joint activity

between Fonterra and the Company.

The Company increased its resource

capability in key innovation, operations

and quality roles, which will underpin

future expansion of nutritional products

across new and existing regions.

Arrangements were also put in place for

four new markets:

• Hong Kong – Launch of a2 Platinum

®


Stages 1, 2 and 3 in September 2017

• Singapore – a2 Milk™ branded

fresh milk was launched in August 2017

• Vietnam – A small test market for

a2 Milk™ branded whole milk powder

• South Korea – An exclusive sales and

distribution agreement was completed

with Yuhan Corporation in April 2018

The focus on growth initiatives in targeted

emerging markets will continue, building

on the Company’s established strategic

partnerships.

A clinical trial in China

involving 600 adults

with self-reported

lactose intolerance

found consumption of

milk containing only the

A2 protein reduced acute

gastrointestinal symptoms

22 | The a2 Milk CompanyThe a2 Milk Company | 23

2018 Annual Report

Year in review

Regional performance
Australia and New Zealand

The ANZ business continued to grow

strongly, with total revenue up 49%

on pcp to $656.6 million and EBITDA

up 69% on pcp to $262.2 million.

Sales of a2 Platinum

®

infant formula

increased as market share grew from 26%

to 32% by value

2

. a2 Platinum

®

remains the

fastest growing infant formula brand by

value in Australia. The Company

commenced a transition to updated

packaging, incorporating a new global brand

logo, for its a2 Platinum

®

infant formula in

May 2018. This transition is progressing in

line with expectations and is expected to be

completed by September 2018.

The flexibility and strength in the

Company’s supply chain was evident in its

ability to deliver on the continuing strong

growth in demand. The Company also

introduced an online platform to improve

access to a2 Platinum

®

products for

Australian parents.

Fresh milk revenue rose by 4% and market

share by value increased to 9.8%

3

.

a2 Milk™ remains the only milk brand

distributed through all six key grocery

retailers in the Australian market.

The milk supply arrangements between

the Company, Moxey Farms and

Leppington Pastoral Company were further

extended for an additional term of one year

through to 30 June 2021.

Sales of a2 Milk™ branded milk powder

products were significantly higher than in

the previous year. Whole milk powder and

skim milk powder sales growth was

complemented by the launch of Premium

a2 Milk™ powder with Mānuka honey and

a2 Platinum

®

Premium pregnancy formula

during the year.

2 Aztec Australian Grocery and Pharmacy Scan

12 months ending 30/06/18 versus pcp

3 Aztec Australian Grocery Weighted Scan,

12 months ending 30/06/18

The Company continued to invest strongly

in its brands, with the highest national

advertising spend in the infant formula

and fresh milk categories in the Australian

market and strong editorial media

coverage. Both spontaneous and

prompted consumer brand awareness

grew sharply in both categories and

a2 Milk™ was named the top brand of

choice for Australian ‘millennials’

4

.

China and Other Asia

The China and Other Asia business

continued to record exceptional

growth, with revenue up 163% on

pcp to $233.6 million and EBITDA up

148% on pcp to $81.3 million.

Total market share for a2 Platinum

®

infant

formula in the targeted regions continued

to grow rapidly. Consumption market

share by value grew from 2.8% MAT

(Moving Annual Total basis) at June 2017

to 5.1% MAT, as measured by Kantar

Worldpanel

5

. Given the nature of panel

data the Company believes the MAT

measure provides a more appropriate view

of market share trends in China.

Increased marketing and sales investment,

including the first television advertising for

a2 Platinum

®

Stage 3 infant formula and

an active social media programme,

remained the key drivers of rising brand

awareness. Further impetus was provided

by a series of live-streaming events and by

publication of the findings from a major

clinical trial conducted in China.

The business has a flexible multi-channel

strategy for infant formula in both China

label and cross border e-commerce English

label, to best position the brand

for growth.

4 The Urban List, Food & Drink Survey, 1 May 2017

published in June 2017

5 Kantar Infant Formula market tracking of Tier 1

and Key A cities for 12 months ending 30/06/18

vs 12 months ending 30/06/17 by value (Kantar

track a substantial proportion of the total market)

a2 Platinum

®

again participated

successfully in key online sales events. In

the major ‘11/11 Singles Day’ event it was

the top-selling infant formula on

Kaola.com, second on JD.com and third

on T-mall.

In the offline (bricks and mortar) segment,

distribution grew to approximately 10,000

Mother & Baby Stores, compared with

approximately 3,800 at June 2017. The

stores are supported by an in-store

communication programme providing

consumers with product and

category advice.

To support the very strong growth of the

China business, the team in China

continued to grow across each of the

selling, marketing, supply chain and

administration functions. Expanding our

China team capability will be an ongoing

focus into FY19.

Infant Formula Regulation

Synlait achieved registration of our China

label infant formula products (Stages 1, 2

and 3) with the China Food and Drug

Administration (CFDA) in September 2017.

Registration was required for the

manufacture and import of such products

into China through traditional channels

beyond 1 January 2018. The registration

process included formulation R&D and

ingredient and finished product

assessment. This necessitated packaging

changes to comply with strict labelling and

branding requirements.

The newly-registered China label

packaging was launched to the market

during June 2018 and the transition to

the new pack and China brand is

proceeding well.

The Company continues to monitor

changes in China’s regulatory regime and

will continue to work proactively with our

partners to respond as appropriate.

United States

The US business achieved further

momentum, with increased brand

awareness and sales velocities,

along with continued expansion

in its distribution footprint.

Distribution increased to approximately

6,000 stores in California, the Southeast,

the Northeast, the Mid-Atlantic and

through natural retail chains, including

Sprouts Farmers Market and Whole Foods

Market. The expansion into the Northeast,

announced in January 2018, achieved

distribution in major retailers in the region.

Sales velocities are increasing across the

business in key accounts, with particular

strength in the natural channel and the

Northeast.

a2 Milk™ is available in four variants

(including chocolate) within the specialty

milk segment, the fastest growing

segment of the total milk category.

Marketing investment continued with the

Love Milk Again™ advertising campaign,

which was broadened on a national basis

to support the expansion into the

Northeast. These campaigns augment the

ongoing active editorial media programme

and strong digital media and shopper

marketing programmes.

The Company retains a positive view of

the potential for growth in the US market

and the unique advantage of being the

pioneer of the A1 protein free category in

this market. With the current opportunity

to more quickly build distribution and

brand awareness on a national basis

comes the need to increase marketing

investment above previous guidance.

Accordingly, the planned EBITDA

investment for FY19 is approximately

US$22 million and the Company now

expects to achieve positive monthly

EBITDA within three years. This investment

is predominantly marketing expenditure

associated with brand building and sales

activation but also includes investment in

capability in market.

United Kingdom

Volume sales of a2 Milk™ branded

fresh milk increased by more than

50% against the previous year

through gains in distribution and

in-store sales velocity.

However, the UK continues to be a

challenging market to achieve scale.

As in the previous year, results include a

contribution from the sale of a2 Platinum

®


infant formula in the wholesale market.

The Company will transition between

suppliers of its fresh milk product early in

FY19. This is not anticipated to create any

disruption to sales or stock availability.

24 | The a2 Milk CompanyThe a2 Milk Company | 25

2018 Annual Report

Year in review

Outlook for FY19
The Company anticipates further growth in

revenue particularly in respect of nutritional

products in ANZ and China, and liquid milk

in the United States. The focus on growth

initiatives in targeted emerging markets and

new product development will continue.

Marketing expenditure as a percentage of sales is

expected to be higher than FY18 given continued

investment in the Australian market, re-phasing of

2H18 activities in China, and appropriate investment

to support US market expansion.

Overhead costs are also expected to be higher than

FY18, primarily due to increasing headcount for

China and the Corporate office to support continued

growth and organisational development.

Notwithstanding the higher expenditure as indicated,

the Company expects the EBITDA to sales ratio for

FY19 to be broadly consistent with that achieved

for FY18.

The Board continues to consider the appropriate use

of the Company’s available capital to support further

value creation for the Company’s growth strategy

and supply chain development. This includes a review

of opportunities to invest in blending and canning

capability where appropriate as part of our longer-

term nutritional products sourcing arrangements.

26 | The a2 Milk CompanyThe a2 Milk Company | 27

2018 Annual Report

Year in review

Social and
environmental

responsibility

The a2 Milk Company | 29

2018 Annual Report

Social and environmental responsibility

A2
protein

Capital-smart

approach

Single-minded

focus

Focussed

investment in brand,

IP and growth

Unique, modern

and premium

brand

Innovative and

agile approach

Australia and

New Zealand sourcing

for Asia Pacific

At The a2 Milk Company we believe we

have a responsibility to do business in a way

that best represents the interests of all our

stakeholders and to protect the

environment and the communities in which

we operate. This is consistent with who we

are as an organisation, part of what has

made us so successful thus far and

underscores the integrity and value of our

brand. As a young company we are putting

more structure around what we do.

Several core themes run at the heart

of both our success and our ongoing

investment in social responsibility –

product quality and safety; ethical

and responsible supply chain and farm

management; responsible

communications; strategic partnerships;

and people and capability.

We are confident that a holistic business

strategy, taking into account commercial,

environmental, technological, regulatory

and social factors, plays an important

part in underpinning long-term,

sustainable business value. This is a

crucial factor in how we run our business

and engage with our key partners and

we will increasingly be more overt and

public in our approach.

Product quality

and food safety

With a broad consumer base and

a large proportion of our products

consumed by infants, young

children and pregnant women, our

commitment to safety and quality

of the highest standard is at the

heart of who we are as a company.

We take great care in leveraging our

significant proprietary know-how

and quality processes to deliver

A1 protein free products that are

of the highest quality and are safe

and compliant with market regulations

and requirements.

This commitment is supported by:

• A comprehensive and unique focus

on A1/A2 beta casein segregation

and testing from farm to finished

product

• A priority focus on food safety and

quality management programmes

audited by accredited third party

verification agencies for both

proprietary and third party

manufacturing sites

• Long-term partnerships with high

quality third-party manufacturers

who share our focus and ambition

on social responsibility

• Relevant industry certifications:

ISO 9001 (infant nutrition), SQF

1


(certification of Company’s Sydney

processing facility)

• Ongoing monitoring and

compliance with relevant regulatory

requirements in the markets in

which we operate

• Investment in people and training to

ensure capability to meet product

quality & food safety standards

Additionally, we continue

to enhance efforts to ensure

consumers are purchasing

True a2™ products:

We aim to progressively

build our approach to

social responsibility in

keeping with our unique

model – and we can and

will do more.

Rigorous internal testing

regimes and quality

compliance programmes

Significant and ongoing

investment in brand and other

consumer communication

QR code based tracking system

printed on all infant and pregnancy

nutritional products

Independent product verification

by food traceability experts

Oritain to ensure in-market

product authenticity

1 Safe Quality Food Programme (Global

Food Safety Initiative)

A2

protein

30 | The a2 Milk CompanyThe a2 Milk Company | 31

2018 Annual Report

Social and environmental responsibility

While the Company does not own
or operate any farming assets, where

possible we work closely with our

farmers, supporting them with the

economic, environmental and social

aspects of farming.

Recognising the importance of waste

minimisation, we have established

comprehensive recycling and waste

management procedures at our milk

processing facility in Australia.

Animal, farmer and

environmental welfare

Our A1 protein free milk is sourced

from diversified milk pools across New

Zealand, Australia, the USA and UK.

The following principles guide our milk

sourcing strategy:

• Proximity to processing facilities:

The majority of our milk is sourced

from farms in close proximity to our

processing facilities, allowing us

to deliver fresher product with a

reduced footprint

• Land management and

sustainability: Our farmers work

through a number of platforms

to protect and sustain the land for

future farming. In Australia, for

example, we have commenced a

programme to assist our farmers’

efforts. During FY18 we began

contributing to Landcare Australia

funding grants for projects that will

help them enhance the

sustainability of their operations.

Landcare is the largest

environmental management

movement in Australia, supporting

community owned and driven

initiatives that promote sustainable

approaches to land management.

The funding will help those farmers

undertake projects focussed on

a variety of initiatives, such as

increased use of solar power,

implementation of technology

to reduce energy consumption,

revegetation to reduce soil erosion

and improve water quality, and

recycling of waste water

Ethical and

responsible

supply chain and

milk sourcing

We work in partnership with our

farmers to collectively do the right

thing by the environment and

their animals.

• Animal management: We are

committed to providing optimal

living standards for animals involved

in and impacted by a2 Milk™

supply, underpinned by a respect for

animal welfare, and a belief in the

positive impact that animal welfare

standards can have on milk

production and milk quality. Our

Animal Welfare programme, already

implemented in Australia and the

United States, is endorsed and

validated by Validus, a third party

animal welfare specialist, and

safeguards the Five Freedoms

2

for

animal welfare adopted by the

World Organisation for

Animal Health

• Quality control practices:

Our partners exhibit the same core

beliefs as The a2 Milk Company

and are the custodians of its A1

protein free point of difference,

striving for industry best practice

and continuously improving and

challenging the status quo. Each

partner has in place processes to

ensure they meet our milk quality

specifications

• Paying a premium: The Company

pays a premium price to its farmers

for A1 protein free milk over the

market price for raw milk in the

markets in which we operate

3

. This

premium rewards farmers for the

additional efforts undertaken to

supply milk The a2 Milk Company

way, and makes the ethical

production of our A1 protein free

milk an attractive economic

proposition for our farmers

Gray family farm,

New South Wales,

Australia

2 The Five Freedoms outline five aspects

of animal welfare under human control

and have been adopted by the World

Organisation for Animal Health

3 Does not include milk sourced by

licensees

A2

protein

32 | The a2 Milk Company

2018 Annual Report

Social and environmental responsibility

The a2 Milk Company | 33

Responsible
consumer

marketing and

healthcare

education

The Company supports

breastfeeding as the primary

form of infant nutrition. We have

developed a premium high

quality range of infant nutrition

products to provide parents an

alternative when breastfeeding

is not an option. In line with

market regulations and the

World Health Organisation’s

International Code of Marketing

and Breast Milk Substitutes

(WHO Code

3

), we refrain from

promoting any products

targeting 0-12 months of age

across all our markets.

We also support the important

nutritional needs of women

during their pregnancy and

whilst breastfeeding by

providing a2 Milk™ fresh milk

and milk powders and more

recently a2 Platinum

®

pregnancy

and breastfeeding formula.

Marketing of Infant Formulas

(MAIF Agreement)

We are a signatory to the Marketing

in Australia of Infant Formula:

Manufacturer and Importers

Agreement (MAIF agreement). It gives

effect in Australia to the principles of

the WHO Code. The MAIF agreement

seeks to contribute to the provision of

safe and adequate nutrition for infants

by protecting and promoting the

benefits of breastfeeding, whilst

ensuring the appropriate marketing

and distribution of breast milk

substitutes such as infant formula.

Sustainable

Partnerships

We work in close partnership

with all key suppliers to

ensure we share the same

quality, environmental and

community values.

Working with strategic partners

throughout our supply chain is a core part

of our business model. We are working to

ensure our partners all feel like they are

part of The a2 Milk Company family. Both

Synlait and Fonterra are great examples of

this and with each we are on a journey

working to do more together in delivering

for our key stakeholders in a socially

responsible way.

Fonterra Co-operative Group

Limited

During the year, we announced the

formation of a comprehensive strategic

relationship with Fonterra, which includes

the manufacture and supply of nutritional

products, a licensing agreement for

a2 Milk™ branded fresh milk in New

Zealand, the development of

A1 protein free milk pools in New Zealand

and Australia, and a number of other

product and market opportunities.

Fonterra believes that ‘strong healthy

local environments and communities are

the foundation for sustainable, profitable

dairy farming’

4

. In its 2017 Sustainability

Report, Fonterra has committed to

medium-term targets and long-term

contributions aligned to the United

Nations Sustainable Development Goals.

This report is aligned to the Global

Reporting Initiative (GRI) Standards – an

internationally recognised framework for

sustainability reporting.

Access Fonterra’s 2017 Sustainability

Report: https://www.fonterra.com/

sustainabilityreport

Infant Nutrition Council

The Company is a member of the

Australia and New Zealand Infant

Nutrition Council, which represents the

major manufacturers and marketers of

infant formula in Australia and

New Zealand as well as local companies

producing product for export.

The Council seeks to improve infant

nutrition by supporting public health

goals for the protection and promotion

of breastfeeding and good nutrition for

infants. All members abide by a Code of

Conduct including the MAIF Agreement

and The Infant Nutrition Council Code

of Marketing of Infant Formula in

New Zealand (INC Code of Practice).

Healthcare professional

education

We provide health care professionals

with materials and tailored programmes

across all our key markets to enhance

their knowledge and understanding of

the differences in A1 and A2 beta casein

science and overall health and

nutrition education.

Synlait Milk Limited

As the Company’s infant and pregnancy

nutrition manufacturer for the New

Zealand, Australian and Chinese markets,

and with approximately 70 contracted

farms, Synlait supports a significant

proportion of the Company’s operations.

Synlait’s business model supports

the achievement of economic,

environmental and social outcomes.

It has committed to reducing its

environmental impact significantly over

the next 10 years by targeting key areas of

its value chain. Commitments include:

• Targeted reductions in greenhouse gas

emissions, and water consumption on

and off farm, as well as reduced

nitrogen loss on farms, by 2028

• Boosting support for Synlait’s best

practice dairy farming programme,

Lead With Pride™, via increased

premium payments for participating

farms; and

• Becoming a certified B Corporation and

adopting several of the United Nation’s

Sustainable Development Goals

• Never building another coal boiler and

addressing existing coal infrastructure

over time as well as commissioning

Australasia’s first large-scale electrode

boiler in early 2019

Access Synlait’s sustainability

commitments: www.synlait.com

3 World Health Organization (1981)

International Code of Marketing

of Breast-milk Substitutes, Geneva

(WHO Code)

4 Fonterra Sustainability Report 2017, Page

1 (https://view.publitas.com/fonterra/

sustainability-report-2017/page/2-3)

A2

protein

A2

protein

34 | The a2 Milk CompanyThe a2 Milk Company | 35

2018 Annual Report

Social and environmental responsibility

Age group
Heritage

Length

of service

Role

Gender

D

i

r

e

c

t

o

r

s


&


s

e

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a

l

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:


2

4

%

8/10

of executive team

have been in place

for over 4 years

25

%

of employees

have joined in the

past 12 months

1 in 2

new roles added in past year

focussed on operations & quality,

innovation and emerging markets

>40

%

of workforce are from

Asian background

55

%

of workforce

are women

Our people:

composition

and diversity

Creating a diverse, skilled and

innovative workplace

It is no coincidence that underpinning the

Company’s financial results is an extremely

vibrant, agile, skilled and engaged workforce. Our

team is diverse across gender, culture, knowledge

and experience, reflecting the markets in which

we operate. The Company’s workforce is

continuing to evolve and we are increasing our

capability and diversity along the way.

The Company believes diversity of thought is a

big part of our history and we will work to ensure

that we never lose sight of the importance of

challenging convention.

Diversity

The Company’s business policies, practices and

behaviours promote diversity and equal

opportunity and create an environment where

individual differences are valued and all employees

have the opportunity to realise their potential and

contribute to the Company’s success.

The Company has adopted a Diversity Policy,

which is available on the Company’s website at

www.thea2milkcompany.com/about-us/

corporate-governance.

The policy requires the Board to establish

measurable objectives to assist the Company

in achieving diversity, and provides for delegation

to the Nomination Committee to review the

Company’s progress in meeting these objectives.

Board and executive leadership team’s

responsibility

Our Company’s leadership is responsible for

designing and overseeing the implementation

of our Diversity Policy. The leadership of the

Company is responsible for promoting diversity

within the Company’s culture and monitoring

the effectiveness of our diversity policy.

Our people

Setting objectives:

The Company’s leadership objective is to continue

to broaden the diversity of the Board and senior

executive team.

The leadership is presently focussed on implementing the

following steps to increase the breadth of diversity across

the business:

• actively seeking a diverse and gender balanced

candidate pool for all Board and executive placements

• implementing sound recruitment and development

practices to minimise unconscious bias; and

• with an objective of a minimum of 40% women and

40% men holding roles in all leadership levels, including

directors, senior executives and managers, by 2023.

The Company’s leadership will continue to evaluate

the effectiveness and appropriateness of its actions

in achieving its aim of further developing a talented

workforce with diverse backgrounds, qualifications,

experience and perspectives.

As at 30 June 2018

FemaleFemale

(%)

MaleMale

(%)

Directors

1

117583

Senior Executives

2

110990

Managers1849 1951

Staff79624838

Total99558145

As at 30 June 2017

FemaleFemale

(%)

MaleMale

(%)

Directors

1

117583

Senior Executives

2

110990

Managers1550 1550

Staff68634037

Total85556945

1 Includes executive directors: David Hearn (Chair) and

Geoffrey Babidge (then CEO) and excludes Jayne Hrdlicka

(current CEO) as she commenced her role in July 2018

2 Senior Executives are defined as the CEO and those directly reporting

to the CEO

* All these figures include permanent full-time, permanent part-time

and fixed term employees, but exclude independent contractors.

36 | The a2 Milk CompanyThe a2 Milk Company | 37

2018 Annual Report

Social and environmental responsibility

Corporate
governance

Contents

Our directors 40

Our executive leadership team 42

Corporate governance statement 43

Our Board 45

Risk management 54

Remuneration 58

The a2 Milk Company | 39

2018 Annual Report

Corporate governance

Our directors
Warwick Every-Burns

Independent, non-executive

Director

Advanced Management

Program (Harvard)

Director since August 2016

Warwick has been a director of

the Company since 23 August

2016. He is also Chair of the

Remuneration Committee and

a member of the Audit and Risk

Management Committee.

Warwick has been a career

Consumer Packaged Goods

(CPG) executive of global scale.

His executive roles have

included a successful career

with The Clorox Company of

the USA as Senior Vice

President, International, based

in the USA and prior to that as

VP Asia Pacific. His earlier roles

included Managing Director of

NationalPak Limited (the Glad

Products Company ultimately

acquired by Clorox) and a long

career with Unilever PLC where

he was based in Australia. More

recently Warwick has been a

Non-Executive Director of one

of the leading international

wine companies, the ASX listed

Treasury Wine Estates.

Warwick brings a combination

of international CPG Executive

and non-executive director

experience in markets of

particular relevance to the

Company in China, North

America and Europe. His strong

skills and interest in business

development in new and

emerging markets, brand

management and human

resource management are of

significant value to the

Company.

Warwick resides in Australia.

Jesse Wu

Independent, non-executive

Director

Master of Business

Administration (Duke)

Director since May 2017

Jesse has been a director of the

Company since 16 May 2017.

He is also a member of the

Audit and Risk Management

Committee and the

Remuneration Committee.

Jesse began his career with

Procter & Gamble and

PepsiCo, before joining

Johnson & Johnson’s consumer

business. He was appointed

International Vice President,

Asia/Pacific in 2003 and

Company Group Chair, Global

Markets in 2008. Prior to his

last executive position, he was

Worldwide Chair of the

Johnson & Johnson Consumer

Group (which had annual

revenues of US$14bn).

Jesse serves on the Board of

Visitors at Duke University’s

Fuqua School of Business.

He is a two-time recipient of

the Magnolia Award from

the Shanghai Municipal

Government, given in

recognition of his contributions

to Shanghai’s economic

development. In addition, Jesse

serves on the board of Aptar

Group Inc, a leader in global

dispensing systems.

Over his career Jesse has

managed significant scale and

complexity in the areas of

manufacturing, distribution,

sales and marketing, in both

developed and emerging

markets.

Jesse resides in China.

Geoffrey Babidge

Former Managing Director &

Chief Executive Officer (CEO)

Bachelor of Economics

Director from July 2010 to

July 2018

Geoffrey has been a Director

of the Company since 22 July

2010. He retired as Managing

Director and CEO effective

from 16 July 2018.

Geoffrey has over 30 years

senior management

experience working in the

Australian FMCG industry.

Prior to his appointment as

CEO of the company in 2010,

Geoffrey held senior executive

roles with a number of

companies in Australia

including Freedom Foods

Group Limited, Bunge

Defiance and National Foods.

Prior to these roles he was

a practising chartered

accountant and partner at

Price Waterhouse.

Geoffrey resides in Australia.

Peter Hinton

Independent, non-executive

Director

Bachelor of Commerce;

Bachelor of Laws (Hons);

Master of Laws (Harvard)

Director since February 2016

Peter has been a director

of the Company since

16 February 2016. He is also

Chair of the Nomination

Committee and a member of

the Remuneration Committee.

Peter was a partner at law firm

Simpson Grierson in New

Zealand until December 2016

and is a highly regarded

commercial lawyer, investor

and businessman with

substantial experience in

New Zealand and international

markets.

Peter provided legal advice to

the Company over many years

and this background together

with his very strong

commercial skills is highly

relevant and complementary

to the make-up of the Board.

This is particularly so given the

increasing complexity of the

business and the breadth of

activities in international

markets.

Peter resides in New Zealand.

Jayne Hrdlicka

Managing Director & Chief Executive

Officer (CEO)

Bachelor of Arts (Hons) Economics

and Mathematics; Master of

Business Administration (Dartmouth)

Director since July 2018

Jayne commenced as Managing

Director and CEO of the Company

on 16 July 2018.

Jayne is a senior executive with

extensive experience in strategy

formulation and execution, insight

into customer-centricity and

innovation and, importantly, an

understanding of operating in a

disruptive environment.

Prior to joining the Company, Jayne

was most recently employed for five

years in the role of CEO of the Jetstar

Group, a wholly owned subsidiary of

Qantas Limited, having previously led

the business transformation of Qantas

Airlines from 2010 to 2012. Jayne also

served as a Non-Executive Director of

Woolworths Limited from 2010 to

2016. In her earlier career, Jayne was

a partner at Bain & Company, where

she was focussed on consumer

orientated businesses. Jayne is also

the current non-executive President

of Tennis Australia.

Jayne resides in Australia.

David Hearn

Chair & Executive Director

Master of Arts

Director since February 2014

David has been a director of the

Company since 5 February 2014, and

Chair since 30 March 2015. He is also

a member of the Nomination

Committee.

David has experience and skills in

executive management, sales and

marketing and strategy development

in Fast Moving Consumer Goods

(FMCG) in international markets.

He has held senior executive roles

including Chief Executive Officer or

Managing Director roles for FMCG

companies including Goodman Fielder

Limited, UB Snack Foods Europe/Asia,

Del Monte UK and Smith’s Crisps and

for the marketing services group,

Cordiant Communications Group.

In addition to his Company

directorship, David is also a director

of Lovat Partners Limited, Robin

Partington & Partners Limited and

Committed Capital Limited.

David resides in the United Kingdom.

Julia Hoare

Deputy Chair &

Independent, non-executive Director

Bachelor of Commerce, FCA,

Chartered Member of the Institute

of Directors (New Zealand)

Director since November 2013

Julia has been a director of the

Company since 19 November 2013,

and Deputy Chair since 30 March

2015. She is also Chair of the Audit

and Risk Management Committee

and a member of the Nomination

Committee.

Prior to joining the Board, Julia had

extensive chartered accounting

experience in Australia, the UK and

New Zealand and was a partner with

PwC New Zealand for 20 years. She is

also a member of the New Zealand

External Reporting Advisory Panel

(XRAP), a body designed to support

the standard setting process of the

New Zealand External Reporting

Board (XRB), and the New Zealand

Institute of Directors National Council.

In addition to her Company

directorship, Julia is Deputy Chair of

Watercare Services Limited, and a

director of New Zealand Post Limited,

Port of Tauranga Limited, AWF

Madison Group Limited and Auckland

International Airport Limited.

Julia resides in New Zealand.

40 | The a2 Milk CompanyThe a2 Milk Company | 41

2018 Annual Report

Corporate governance

Jayne Hrdlicka
Bachelor of Arts (Hons) Economics and

Mathematics; Master of Business

Administration (Dartmouth)

Managing Director & Chief Executive

Officer (CEO)

Peter Nathan

Bachelor of Business (Marketing)

Chief Executive, Asia Pacific

Blake Waltrip

BA Economics, Master of Business

Administration (UCLA)

Chief Executive, USA

Michael Bracka

Bachelor of Arts (Psychology)

Head of Business Development –

Emerging Markets

Simon Hennessy

Bachelor of Science (Chemistry),

Graduate Diploma, Corporate Finance

General Manager, International

Development

Craig Louttit

Bachelor of Commerce, CA

Chief Financial Officer

Susan Massasso

Bachelor of Commerce

(Accounting/Marketing)

Chief Marketing Officer

Shareef Khan

Post Graduate Certificate in

Management, Bachelor of Science,

Certified Supply Chain Professional

(APICS)

Chief Operating Officer

Jaron McVicar

Bachelor of Laws

General Counsel & Company Secretary

Detailed profiles for the executive

leadership team are available on

the Company’s website at

www.thea2milkcompany.com/about-us/

corporate-governance.

Our executive

leadership team

*

Corporate governance

statement

We are committed to

maintaining the

highest standards of

corporate governance.

Our corporate governance framework has

been established to ensure that directors,

officers and employees fulfil their

functions responsibly whilst protecting

and enhancing the interests of

shareholders.

Our corporate governance framework has

been developed with regard to:

• the NZX Corporate Governance Code;

and

• the ASX Corporate Governance

Council’s Corporate Governance

Principles and Recommendations

(3rd Edition) (ASX Principles).

For the financial year ended 30 June 2018

our corporate governance framework

complied with the recommendations in

the NZX Corporate Governance Code and

the ASX Principles, except where

noted below.

ASX principles

ASX recommendation 2.5 states that

the chair of the Board should be an

independent director and, in particular,

should not be the same person as

the CEO.

The roles of Chair and Chief Executive

Officer are not exercised by the same

individual. During the financial year, the

role of Chief Executive Officer was held by

the Managing Director, Geoffrey Babidge.

However, the Board does not consider the

Company’s Chair, David Hearn, to be an

independent director in this financial year

for the purposes of the ASX Principles.

This is because the CEO had the capacity

to call on David from time to time to

support Europe and the UK in a limited

executive role.

David brings to the Board invaluable

perspective on the development of

consumer products markets globally.

The Board is confident that he exercises

an independent view and judgement in

his role as Chair and that the CEO has full

executive control and accountability in

the organisation.

The Board considers there to be an

appropriate level of independent view and

judgment exercised by directors, including

by Julia Hoare as Deputy Chair, who is the

lead non-executive director.

The Board is responsible

for guiding the Company’s

strategic direction,

monitoring risk, and

overseeing the activities

of management

This Corporate Governance statement

sets out our commitment to best practice

corporate governance in compliance with

the ASX Principles and the NZX Corporate

Governance Code.

The Corporate Governance statement

is current as at 30 June 2018 (except

where otherwise specified) and has

been approved by the Board.

* As at date of this report

42 | The a2 Milk CompanyThe a2 Milk Company | 43

2018 Annual Report

Corporate governance

Our Board
Role of Board and delegation

of authority

The Board is responsible for the overall

governance and operations of the

Company, guiding the Company’s strategic

direction, monitoring risk, and overseeing

the activities of management. All issues of

substance affecting the Company are

considered by the Board, with advice from

external advisers as required.

The role and responsibilities of the Board

are set out in the Board Charter, available

on the Company’s website at

www.thea2milkcompany.com/about-us/

corporate-governance.

The Board delegates certain functions to

its three Committees (Audit and Risk

Management Committee, Remuneration

Committee, and Nomination Committee).

The role of each of these Committees is

outlined in the Board Committees

section, below.

Board procedures ensure that all directors

have the information needed to contribute

to informed discussion on all agenda items

and effectively carry out their duties.

Senior managers make direct

presentations to the Board on a regular

basis to give the directors broader contact

with the leadership team.

Role of Chair

The Chair’s role is set out in the Board

Charter and includes leading and

managing the Board so that it operates

effectively, and facilitating interaction

between the Board and the

Chief Executive Officer.

Role of Chief Executive

Officer

To enable the effective day-to-day

management and leadership of the

Company, the Board delegates the

management responsibilities of the

Company to the Chief Executive Officer.

The Chief Executive Officer in turn

sub-delegates parts of that authority to

senior executives in the leadership team

to enable effective and timely decision

making. The Board meets regularly with

management to provide strategic

guidance for the Company and effective

oversight of management.

Role of Company Secretary

The Company Secretary is accountable

directly to the Board, through the Chair,

on all matters to do with the proper

functioning of the Board. Each director

can communicate directly with the

Company Secretary and vice versa. The

role of the Company Secretary is outlined

in the Board Charter.

Board size, skills and structure

During the reporting period, the Board

comprised six directors (four independent

non-executive directors and two executive

directors). The Company’s constitution

provides for a minimum of four directors

and a maximum of eight, of which at least

two must be New Zealand residents to

comply with the NZX Listing Rules.

We are

committed to

maintaining the

highest standards

of corporate

governance

44 | The a2 Milk CompanyThe a2 Milk Company | 45

2018 Annual Report

Corporate governance

Skills and experience
Board

representation

(out of 6

directors)

Executive leadership – experience as a senior executive in one or

more substantial commercial businesses

100% (6)

Non-executive board membership – experience as a non-

executive director of a number of listed or other widely held

companies

50% (3)

Consumer products and nutritional industries – experience as a

senior executive in, or as a professional advisor to, consumer

products or nutritional industry businesses

67% (4)

E-commerce – experience as a senior executive in, or as a

professional advisor to, businesses engaged in e-commerce activities

83% (5)

Food safety – technical or managerial experience relating to food,

food product development and development and/or implementation

and management of safe practices for the sourcing, production,

transport and distribution of perishable foods

33% (2)

International markets – experience as a senior executive in, or as a

professional advisor to, businesses that operate outside Australia and

New Zealand, particularly those international markets in which the

Company operates, and an understanding of how to succeed in

different cultural, regulatory and business environments

100% (6)

Accounting, legal, taxation and finance – experience in financial

accounting, legal, taxation, external and/or internal audit and reporting

33% (2)

Risk management – experience in identifying and mitigating risk

100% (6)

Remuneration – experience in developing and/or implementing

executive remuneration programmes, including incentive-based

remuneration

83% (5)

In addition to the matters noted above, when reviewing potential board candidates, the

Nomination Committee considers other matters including the degree of independence,

a candidate’s contribution to diversity, and their ability to devote sufficient time to

the directorship.

The Nomination Committee has considered and is satisfied that the current composition

of the Board reflects an appropriate range of skills, diversity of backgrounds and

experience for the Company to effectively discharge its responsibilities, but continues

to review and consider Board composition.

Our Board

Director independence

The Board Charter provides that the Board

will, where practicable, comprise a

majority of independent directors.

Director independence is initially assessed

upon each director’s appointment and

reviewed each year, or as required when a

new personal interest or conflict of interest

is disclosed. For this purpose, each director

is required to bring an independent view

and judgement to the Board and to

declare all actual or potential conflicts of

interest on an ongoing basis.

Any issue concerning a director’s ability to

properly act as a director must be

discussed at a Board meeting as soon as

practicable, and a director may not

participate in discussions or resolutions

pertaining to any matter in which the

director has a material personal interest.

In determining the independence of its

directors, the Board considers guidance

for independence, set out in the ASX

Principles, the NZX Listing Rules and the

NZX Corporate Governance Code. Based

on those rules and recommendations, a

director is considered to be independent

by the Board if he or she is a non-

executive director and free of any interest,

position, association or relationship that

might influence, or be reasonably

perceived to influence, in a material

respect, his or her capacity to bring an

independent judgement to bear on issues

before the Board and to act in the best

interests of the Company and security

holders generally.

Based on these measures, the Board

considers that the non-executive

directors: Julia Hoare; Peter Hinton;

Warwick Every-Burns; and Jesse Wu are

independent directors.

Peter Hinton was previously a partner at

Simpson Grierson, a New Zealand law firm

which provides legal services to the

Company. From 1 January 2017, on

retirement as a partner of the firm, he was

appointed as Special Counsel to the firm,

and ceased to be involved in any legal

advice provided by Simpson Grierson to

the Company. The Board considers him to

be independent and is satisfied that Peter’s

continuing role with Simpson Grierson

does not interfere with his independence.

The Board considers that, by virtue of their

executive roles in the Company, David

Hearn and Jayne Hrdlicka are not

independent directors. Similarly, prior to

his retirement on 16 July 2018, former

CEO Geoffrey Babidge was not an

independent director.

.

Board committees

The Board has three standing committees

(the Committees) to facilitate and assist

the Board in fulfilling its responsibilities.

Other committees may be established

from time to time with specific

responsibilities as delegated by the Board.

The composition of the Committees as at,

and throughout the financial year ended

30 June 2018, was as follows:

MembersIndependent

Non-

Executive

Audit and Risk Management

Committee

Julia Hoare

(Chair)

üü

Warwick

Every-Burns

üü

Jesse Wu

üü

Nomination Committee

Peter Hinton

(Chair)

üü

Julia Hoare

üü

David Hearn

ûû

Remuneration Committee

Warwick

Every-Burns

(Chair)

üü

Peter Hinton

üü

Jesse Wu

üü

The Board has developed a board skills matrix which sets out the diversity of skills and

experience that it has. The matrix, set out in its collective form reflecting current Board

composition, is as follows:

The Committees are governed by Charters,

which detail their specific functions and

responsibilities. The Charter for each

Committee is reviewed by the Board

annually. Copies of the Committee

Charters are available on the Company’s

website at www.thea2milkcompany.com/

about-us/corporate-governance.

The Committees make recommendations

to the Board. They have no decision-

making power except where expressly

authorised by the Board. The relevant

qualifications and experience of individual

Committee members are set out in the

‘Our directors’ section.

The Board Charter provides for the Board

to review and evaluate the performance

objectives, responsibilities, and processes

and procedures of each Committee on an

annual basis in accordance with such

performance measures as may be adopted

from time to time. The Charter of each

Committee also requires the Committee

to review and assess its performance,

objectives, responsibilities, and processes

and procedures each year to ensure that

they are not unduly complex, are designed

to assist the Board in effectively fulfilling

its role and are delivering to a high

standard.

100

%

of our directors have

executive experience with

businesses that operate

outside Australia and

New Zealand

46 | The a2 Milk CompanyThe a2 Milk Company | 47

2018 Annual Report

Corporate governance

Attendance at Board and Committee meetings
Director attendance at Board and Committee meetings during the year ended

30 June 2018 is set out below.

Meetings of the

Board

Audit and Risk

Management

Committee

Remuneration

Committee

Nomination

Committee

HeldAttendedHeldAttendedHeldAttendedHeldAttended

David Hearn

(Chair)

1312––––11

Julia Hoare

(Deputy

Chair)

131344––11

Geoffrey

Babidge

1

(MD & CEO)

1313––––––

Peter Hinton1311––4411

Warwick

Every-Burns

13134444––

Jesse Wu13114444––

Our Board

1 Retired as MD & CEO on 16 July 2018

Held: meetings held during the period for which the person was a director or Committee

member.

Audit and Risk Management

Committee

The Audit and Risk Management

Committee’s responsibilities are set out in

its Charter, including to:

• ensure the Company meets its financial

reporting requirements, including the

release of yearly and half-yearly

financial statements;

• review the scope and outcome of the

external audit;

• review the effectiveness of the

Company’s internal controls regarding

all matters affecting the Company’s

financial performance and financial

reporting, including information

technology security and control;

• advise the Board on accounting

policies, practices and disclosures;

• review, with management, the

adequacy of the Company’s systems for

identifying, managing, and monitoring

the Company’s key risks in accordance

with the Company’s Risk Management

Policy;

• keep the Board informed of all

significant business risks; and

• review any incident which indicates

a breakdown in the Company’s risk

management framework.

The Chief Executive Officer and the Chief

Financial Officer may attend meetings at

the invitation of the Committee; and the

external auditors may attend by invitation

of the Chair of the Committee. The

Committee meets a minimum of four

times each year.

The Audit and Risk Management

Committee regularly reports to the Board

about the Committee's activities, issues

and related recommendations.

Remuneration Committee

The Remuneration Committee meets as

required to advise the Board on the

matters outlined in its Charter,

including to:

• review the remuneration of the Chief

Executive Officer and other senior

executives as the Board may determine;

and

• make recommendations to the Board

in relation to the remuneration of the

non-executive directors.

Remuneration packages are reviewed

annually. Independent external surveys are

used as a basis for establishing competitive

packages. A member of the Committee

must not be present for discussions at a

Committee meeting on, or vote on a

matter regarding, his or her remuneration.

Management may attend meetings only at

the invitation of the Committee.

Following each meeting, the Chair of the

Remuneration Committee provides a

report to the Board. The Chair is also

required to provide an annual report

summarising the Remuneration

Committee's activities during the year and

any related significant results and findings.

The Company's remuneration policies for

directors and senior executives and

managers are set out in the Remuneration

section, below.

Nomination Committee

The Nomination Committee meets as

required to advise the Board on the

matters outlined in its Charter, including

the recommendation of new

appointments to the Board.

Every new director appointment that is

approved by the Nomination Committee is

considered and decided by the Board as a

whole, considering the range of skills and

experience (including matters such as

independence and diversity) that a

potential new director may offer the Board

and the ability to fully commit the time

needed to be effective as a director of the

Company.

Following each Committee meeting,

the Chair of the Nomination Committee

provides a report to the Board. The Chair

is also required to provide an annual

report summarising the Nomination

Committee's activities during the year and

any related significant results and findings.

Nominations, appointments

and ongoing education

The Company's process for selection,

appointment, and re-appointment of

directors is detailed in the Nomination

Committee Charter.

The objectives of the Nomination

Committee include to:

• assist the Board in planning the Board's

composition and that of the

Committees;

• advise and assist the Chair and the

Board (as applicable) to review the

performance of the Board, the

Committees, the Chair and individual

directors;

• evaluate the competencies required

of prospective directors, identify those

prospective directors and establish their

degree of independence; and

• develop succession plans for the Board.

The Nomination Committee recommends

to the Board suitable candidates for

appointment as directors. The Committee

considers, among other things, the

candidate’s:

• experience as a director;

• skills, expertise and competencies; and

the extent to which those skills

complement the skills of existing

directors;

• contribution to diversity of Board

membership;

• degree of independence; and

• ability to devote sufficient time to the

directorship.

The Audit and Risk

Management Committee

regularly reports to the Board

about the Committee’s

activities, issues and related

recommendations

48 | The a2 Milk CompanyThe a2 Milk Company | 49

2018 Annual Report

Corporate governance

Our Board
The Company undertakes appropriate

checks before the Board appoints a

director, or recommends a new candidate

to shareholders for election as a director.

Such checks have been undertaken in

relation to all current Board members, and

will be undertaken prior to appointment

or election of any new Board

recommended director.

The Company provides sufficient

information to shareholders about

candidates standing for election for the

first time and directors seeking re-election

at a general meeting to enable them to

make an informed decision on whether or

not to elect or re-elect the person,

including their relevant qualifications and

experience and the skills they bring to the

Board, details of any other material

directorships or positions currently held by

the person, the term of office already

served by the director (if applicable), the

Board’s view on whether the person is or

will be considered to be independent, and

a statement by the Board in respect of

whether it supports the election or

re-election of the person.

On joining the Board, each director

receives a formal letter of appointment

outlining his or her duties and obligations,

and participates in an induction program,

which provides such information and

advice as may be considered necessary

or desirable relating to his or her

appointment to the Board.

To ensure ongoing education, directors are

regularly informed of developments that

affect the Company's industry and

business environment, as well as company

and legal issues. Directors receive

comprehensive Board papers and briefing

information before Board meetings and

have unrestricted access to management

and any additional information they

consider necessary to perform their roles

as directors effectively. Directors are also

encouraged to undertake appropriate

training to remain current on how best to

perform their duties as directors.

A director may obtain independent

professional advice relating to the affairs

of the Company or his/her responsibilities

as a director or Committee member.

Where the director has the approval of the

Board Chair to obtain independent

professional advice, the Company will

meet the reasonable costs of such advice.

Performance review of the

Board, Board committees and

individual directors

The Board recognises that the

performance of the Board and its

Committees is pivotal to the Company's

success and to the protection of the

interests of shareholders. The Board

regularly reviews and evaluates the

performance objectives, responsibilities,

and processes and procedures of the

Board and each Committee.

Internal financial control

The Board, advised by the Audit and Risk

Management Committee, is responsible

for the Company’s overall system of

internal financial control.

The Chief Financial Officer is responsible to

the Chief Executive Officer for ensuring

that all operations within the Company

comply with the Board approved financial

control policies.

Under its Charter, the Audit and Risk

Management Committee is responsible for

regularly reporting to the Board, including

the results of the Committee's review of

the Company's risk management and

internal control systems. The Board is also

required, under the Risk Management

Policy, to undertake an annual review of

the effectiveness of the Company's risk

management and internal control system.

External auditor

The Board has established a framework

for the relationship between the

Company and the external auditor,

which ensures that:

• recommendations made by the external

auditor and other independent advisers

are critically evaluated and, where

appropriate, applied;

• the ability of the external auditors to

carry out their statutory audit is in no

way impaired;

• consideration is given to what, if any,

services other than their statutory audit

role may be provided by the auditors;

• any other services provided by the

auditors, other than their statutory

audit role, are approved and monitored;

and

• the Company has defined policies and

procedures in place as appropriate

internal controls to manage risk

effectively.

The external auditor is invited to attend

the annual meeting of the Company to

answer questions from shareholders in

relation to the audit.

Internal audit function

Deloitte Touche Tohmatsu (“Deloitte”)

act as the Company’s internal auditors,

reporting to the Audit and Risk

Management Committee. The internal

audit program is focussed on evaluating

the effectiveness of risk management,

control and governance processes.

CEO and CFO annual

declaration

In line with ASX Principle 4.2, the Audit

and Risk Management Committee and the

Board receive an annual declaration from

the Chief Executive Officer and Chief

Financial Officer in relation to the

Company’s financial statements, that in

their opinion:

• the Company’s financial records have

been properly maintained;

• the Company’s financial statements

and accompanying notes comply with

generally accepted accounting practice

in New Zealand and International

Financial Reporting Standards; and

• the Company’s financial statements

and accompanying notes give a true

and fair view of the financial position

and performance of the Group.

This declaration is provided with an

assurance that the opinion has been

formed on the basis of a sound system of

risk management and internal control, and

that the system is operating effectively

with regard to the identification of

material financial reporting risk.

Corporate governance policies

The Company has adopted the following

policies, each of which has been prepared

having regard to the ASX Principles and

the NZX Corporate Governance Code and

which are available on the Company’s

website at www.thea2milkcompany.com/

about-us/corporate-governance.

The Board regularly reviews the

performance and effectiveness of the

Company's corporate governance policies

and procedures and, if appropriate,

amends those policies and procedures or

adopts new policies or procedures, to

uphold the integrity of the Company’s

corporate governance framework.

Code of ethics

The Company expects its directors, officers

and employees to conduct themselves in

accordance with the highest ethical

standards of corporate and individual

behaviour. The Company’s Code of Ethics

is designed to set out the practices which

are necessary to maintain confidence in

the Company's integrity. Directors, officers

and employees are required to comply

with both the spirit and letter of all laws

which apply to the Company and the

principles of the code.

The Company requires all directors,

officers and employees who become

aware of an actual or suspected violation

of the code to report to a nominated

reporting person. This process allows for

confidential reporting of any potential

violation without disadvantage to

the employee.

Group-wide ethics training sessions for all

staff took place during the year.

The performance of the

Board and its Committees

is pivotal to the

Company’s success and

to the protection of the

interests of shareholders

50 | The a2 Milk CompanyThe a2 Milk Company | 51

2018 Annual Report

Corporate governance

The Company expects
its directors, officers and

employees to conduct

themselves in accordance

with the highest ethical

standards of corporate

and individual behaviour

Continuous disclosure policy

The Company prides itself on its

continuous disclosure practices and has

adopted a set of procedures and

guidelines to ensure that it complies with

its disclosure obligations in accordance

with all applicable legal and regulatory

requirements, including the NZX Listing

Rules and the ASX Listing Rules. Subject to

recognised exceptions, this ensures the

timely disclosure to the ASX and the NZX

of any information concerning the

Company which is not generally available

and which a reasonable person would

expect to have a material effect on the

price or value of the Company’s securities.

Shareholder communication

policy

The Company has adopted a Shareholder

Communications Policy which outlines the

Company’s approach and commitment to

effective communication with

shareholders. The Company uses

numerous modes of communication,

including electronic communication,

to ensure that its communications with

shareholders are timely, clear and

accessible. The Company provides

investors with comprehensive and timely

access to information about itself and its

governance on its website at www.

thea2milkcompany.com. The website

includes copies of past annual reports,

results announcements, other NZX and

ASX announcements, media releases and

general Company information.

Shareholders are invited to attend the

Company’s annual meeting, either in

person or by representative. The Board

regards the annual meeting as an excellent

forum in which to discuss issues relevant

to the Company and accordingly

encourages full participation by

shareholders. Shareholders have an

opportunity to submit questions to the

Board and to the Company’s external

auditor. Shareholders may also attend and

participate at the meeting virtually via an

online platform provided by the

Company’s share registrar.

Diversity policy

The Company’s diversity policy is discussed

on page 36 of this Annual Report.

Securities trading policy

The Company’s Securities Trading Policy

applies to directors, employees and

contractors wishing to participate as

shareholders in the Company.

Under New Zealand and Australian

legislation, the insider trading laws operate

to prohibit people in possession of non–

public price sensitive information from

dealing in securities or passing on that

information to other people who may deal

in securities. The Company’s policy is

designed to protect directors, employees

and their associates, as well as the

Company’s shareholders against acts of

insider trading that, either willingly or

unknowingly, would disadvantage holders

of the Company’s securities.

The policy employs the use of blackout

periods to restrict directors, officers, senior

executives, and their associates, together

with other persons identified by the

Company from time to time, from trading

during times where sensitive, non-public

information may be held. In addition,

those persons must notify the Company

in advance of any proposed dealing in the

Company’s securities.

Under the terms of the policy, directors,

officers, senior executives and their

associates are prohibited from entering

into hedging transactions which operate

to limit the economic risk of their securities

in the Company (including under any

equity-based remuneration scheme) and

must notify the Company before engaging

in any margin or securities lending

arrangements or granting a security

interest or other encumbrance over

Company securities.

Indemnities and insurance

The Company has provided Deeds of

Indemnity to all directors for potential

liabilities and costs they may incur for acts

or omissions in their capacity as directors

of the Company and its subsidiaries.

Directors’ and officers’ liability insurance is

in place for directors and officers acting on

behalf of the Company.

Protocols in the event of a

takeover offer

The Board has established protocols that

set out the procedures to be followed in

the event of a takeover offer to assist

directors and management with the

response to unexpected takeover activity,

including governance, conflict and

communications protocols for

takeover response.

The a2 Milk Company | 53

2018 Annual Report

Corporate governance

52 | The a2 Milk Company

2018 Annual Report

Corporate governance

The Company
recognises that risk

management is an

inherent part of

actively growing and

developing the

business.

Effective risk management anticipates risk,

develops strategies to manage risk and

enables the Company to capitalise on

opportunities that bring value to

shareholders. The Company’s risk

management program comprises a series

of processes, structures and guidelines

which assist the Company to identify,

assess, monitor and manage its business

risk, including any material changes to its

risk profile.

The Company’s Risk Management Policy

outlines the program implemented by the

Company to ensure appropriate risk

management within its systems and

culture. A copy of the Risk Management

Policy is available on the Company’s

website at www.thea2milkcompany.com/

about-us/corporate-governance

Risk management

Risk governance

The Company has clearly defined the

responsibility and authority of the Board to

oversee the risk management programme,

while conferring responsibility and

authority on the Audit and Risk

Management Committee to develop and

maintain the risk management programme

considering the day-to-day needs of

the Company.

The Audit and Risk Management

Committee is responsible for reviewing

whether the Group has any material

exposure to economic, environmental and

social sustainability risks, and if so, to

develop strategies to manage such risks,

and present such strategies to the Board.

The Group Risk Register is an important

tool used by the Audit & Risk

Management Committee that helps the

business identify, evaluate and

communicate material risk exposures. The

Board is of the view that the Company has

appropriate strategies in place to manage

material exposure to economic,

environmental or social sustainability risks.

Risk management

The Company considers ongoing risk

management to be a core component of

the executive leadership team’s

management of the Company. The

Company’s ability to identify and address

risk is central to achieving its corporate

objectives. The Company’s risk

management approach is supported by:

• a robust risk governance framework

overseen by the Board and supported

by the Audit & Risk Management

Committee

• a strong and experienced management

team with relevant expertise in local

markets

• clearly articulated levels of authority

and approval processes

• established risk identification tools

including the Group Risk Register

• adequate external insurance cover in

place, appropriate to the Company’s size

and risk profile

• an internal audit function providing

supplementary review of the internal

control framework

Under its Charter, the Audit and Risk

Management Committee is responsible for

providing assessments to the Board of the

adequacy, effectiveness and efficiency of

the Company’s risk management and

internal control process. The Board must

also annually, under the Risk Management

Policy, review the effectiveness of the

Company’s risk management and internal

control system. A review of the Company’s

risk management framework has been

conducted in the reporting period by the

Audit and Risk Management Committee.

No significant changes to the framework or

policy were identified.

Regular communication between

management and the Board supplements

the Company’s quality system, complaint

handling processes, employee policies and

standard operating procedures which are all

designed to address various forms of risks.

Effective risk management

anticipates risk, develops

strategies to manage risk and

enables the Company to

capitalise on opportunities that

bring value to shareholders

Key risks & mitigations

The Company has identified the following

key risks having the potential to impact on

the Company’s ability to achieve its future

objectives. The Company has included in

the table examples of mitigations in place

to assist in managing these various risks.

RisksMitigation

Product

quality

The Company’s products may become

contaminated, tampered with,

adulterated or otherwise unsafe or unfit

for sale or consumption. This could

result in injury or harm to consumers,

regulatory penalties, termination of

distribution agreements, liability

associated with adverse health effects

on consumers, product recall and

disposal costs, loss of stock, delay in

supply and overall damage to the

Company’s brand and reputation

• Food safety & quality management systems and

programmes, internally and with suppliers to

the Company

• Partnering with high quality third-party manufacturers

with a proven record for product safety and quality

• Comprehensive testing of the integrity of protein content

and product quality prior to the release of every batch of

finished product (positive release protocol)

• Testing of distributed products in selected markets

• Employment of product innovation and technology

improving product security

• Product recall and crisis management systems and

processes with supplier integration

• Consumer support systems

Supply

chain

The Company’s ability to maintain

supply to its customers, and maintain its

position in existing markets or enter

new markets may be impacted if:

• The operations of one or more

suppliers change in a material and

adverse way

• One or more suppliers reduce their

support for the Company

• Focus on developing strong, long-term commercial

relationships with multiple supply chain partners

• Due diligence on supply chain partners before entering

commercial agreements

• Long-term partnership with dairy nutritionals

manufacturer, Synlait Milk Limited, governed by a formal

manufacturing agreement, and complemented by the

Company’s equity interest in Synlait Milk

• Establishment of strategic relationship with Fonterra

Co-operative Group Limited, providing multi-site and

geographic diversification for the Company’s growing

nutritionals business

• Contracts provide access to milk pools that exceed the

Company’s current usage requirements

• Multiple milk processors contracted in Australia and USA,

mitigating reliance on single processor in these regions

54 | The a2 Milk CompanyThe a2 Milk Company | 55

2018 Annual Report

Corporate governance

Risk management
Health and safety

We are committed to the health, safety and wellbeing of our people. This commitment starts at the top of our Company. Our directors

visit the Company’s sites to gain a first-hand understanding of the systems in place. The Company’s health and safety report is reviewed

at each Board meeting. We have a focus on reporting not only injuries but also safety observations, which are an important part of an

improving health and safety management system. During the year, there were no medical treatment injuries or lost time injuries.

RisksMitigation

Regulations

Government actions which influence or

restrict international trade in products

including tariffs, quotas, price controls,

taxes and non-tariff barriers such as

product registrations, competition and

consumer laws. Failure to comply with

regulatory requirements may result in

legal action, financial penalties, trade

embargoes or loss of market access

• Close ongoing monitoring by the Company and third

party experts to ensure compliance with regulatory

requirements in all markets in which it operates

• Continuing to build a multi-product, multi-channel route

to market strategy for the sale of infant formula into

China

• Close partnership with Company’s infant formula

manufacturer, Synlait Milk, which has received both

CNCA

1

and CFDA

2

registrations for the importation of the

Company’s infant formula into China

1 CNCA registration is a market access requirement for facilities producing

food for import into China. Synlait Milk has achieved this registration

for its manufacturing facility in Dunsandel, New Zealand.

2 All manufacturers of infant formula are required to register brands and

recipes with the China Food and Drug Administration (CFDA) in order

to import products into China, through traditional import channels,

from 1 January 2018. Synlait Milk achieved this registration for the

Company’s China label infant formula in September 2017.

Intellectual

property

• Expiry or cancellation of some of the

Company’s intellectual property (IP)

rights, which may limit the

Company’s ability to claim and

enforce such IP

• Infringement of the Company’s IP

rights resulting from third-party

conduct or claim against such IP,

which may lead to protracted

litigation, and/or negative publicity

for the Company

• Continued investment by the Company in developing and

further broadening its trademark and patent portfolio

including building exclusivity in trademarks in existing and

future markets and expansion of the Company’s suite of

patent families

• Significant and ongoing investment in brand building

activities globally

• Documenting and embedding proprietary know-how

across quality systems and processes

• Monitoring of third party applications and activity

• Monitoring misuse of the Company’s IP and taking

necessary action to protect it

Agricultural

practices

• Environmental concerns linked with

the Company’s supply of dairy-based

products, including in relation to

agricultural practice (including water

access and usage) and animal welfare

• In turn, the impact of such concerns

could negatively affect the

Company’s brand reputation, result

in greater regulation, consent or

licensing requirements or restrictions

on the Company’s operations

• Sourcing of milk from diversified milk pools across and

within New Zealand, Australia, USA and UK

• The majority of our milk is sourced from farms in close

proximity to our processing facilities, reducing the need

to transport milk over long distances from other areas

• Independently audited Animal Welfare Program in the US

and Australia, contributing positively to animal living

standards, milk production and milk quality

• Building long-term supply arrangements with partners

promoting positive environmental and social sustainability

activities and initiatives

RisksMitigation

Key

personnel

• Loss of key management personnel,

which could have a material effect

on the Group’s operating and

financial performance

• Effective employee retention strategy combining both

short and long-term financial incentives with career

development opportunities to motivate and engage key

personnel

• Increasing the depth and capability of the senior

management pool to support future growth

• Succession planning to ensure continuity of knowledge,

skills and experience

Workplace

health &

safety

• Actual or potential harm to all

workers and other persons at the

workplace

• Non-compliance with applicable laws

and regulations which could result in

actual or potential harm to all

workers and other persons at the

workplace (as well as potential

financial penalties, drop in staff

morale and productivity, increased

insurance costs and damage to the

Company’s reputation, including as

an employer)

• Framework in place to assist the Board and senior

management with the identification, control, reporting,

investigation and monitoring of health and safety risks

to the Group

• Use of qualified external consultants to ensure

compliance with relevant laws in each jurisdiction and

to identify improvement opportunities

• Board prioritisation of health and safety performance,

facilitated through monthly formal review and Board

updates, to ensure a strong focus on health and safety

in the workplace is maintained

• Health and safety training and supervision for employees

IT cyber

security

Inadequate IT security leading to a

compromise of the Company’s IT system

and potential data theft, data loss or

corruption. Such a compromise could

result in economic or reputational loss

to the Company.

• Restricted and segregated access to sensitive Company

and stakeholder data

• Implementation of regional specific cyber security audits

• Cyber security insurance

56 | The a2 Milk CompanyThe a2 Milk Company | 57

2018 Annual Report

Corporate governance

Remuneration
Remuneration policy

The Remuneration Committee is

responsible for establishing the policies

and practices of the Company regarding

the remuneration of directors and other

senior executives of the Group and

reviewing all components of the Group’s

remuneration practices relevant to its

employees. The Remuneration Committee

Charter sets out the objectives,

responsibilities and authority of the

Remuneration Committee in relation to

remuneration matters. The Charter

stipulates that the Committee will make

recommendations to the Board, but all

decision-making authority in relation to

remuneration remains with the Board.

The Board’s policy for remunerating the

Chief Executive Officer and other senior

executives is to provide market based

remuneration packages comprising a

blend of fixed and variable incentive based

remuneration with clear links between

individual and Company performance, and

reward. The Remuneration Committee

reviews the remuneration packages of the

Chief Executive Officer and other senior

executives at least annually.

All employees have a fixed remuneration

package. Selected senior executives and

managers also have variable remuneration

in the form of a short-term incentive (STI)

as part of their remuneration package.

Certain selected senior executives and

managers may also have long-term

incentives (LTI) as part of their

remuneration package.

Employees, not participating in the STI or

LTI plans, may receive a bonus of 2% to

5% of fixed remuneration, subject to

individual performance and the Company

achieving its financial objectives for

the year.

Fixed remuneration

Employees’ fixed remuneration is based on

a matrix of an individual’s skills and

experience, their individual performance

and their current level of remuneration

relative to the market. Fixed remuneration

is reviewed on an annual basis with

reference to independent external surveys,

and where appropriate, is adjusted based

on consideration of individual performance

and market remuneration movement. The

Remuneration Committee reviews and

approves all changes to fixed

remuneration.

Variable remuneration

The STI and LTI programs provide the

potential for employees to receive

payment over and above fixed

remuneration. These programs are

discretionary, appropriate to the results

delivered by the Group, and based on the

principle of reward for performance.

Short-Term Incentive plan (STI)

The STI is focussed on performance goals

that align with Company direction; driving

outcomes, differentiating high

performance and rewarding delivery over

the financial year.

STI values are generally calculated as a

percentage of fixed remuneration.

STI values and performance targets are

approved by the Remuneration Committee

at the start of each financial year. For the

year ended 30 June 2018 participants may

achieve a maximum STI of between 10%

and 60% of fixed pay, with the STI

payable up to the maximum subject to

achievement of financial targets and

specific agreed personal objectives,

aligning with the strategic objectives

of the Company.

Performance against financial targets is

compared with agreed business unit or

Group budgets, and achievement of

personal objectives is tracked and

discussed throughout the performance

period as part of the Company’s

performance management process.

STI payments are determined and paid

annually following the finalisation of

audited Company results and are

contingent on achievement of business

unit and Group financial targets and

specific agreed personal objectives.

Long-Term Incentive plan (LTI)

The LTI has been established to:

• assist in the reward and retention of

selected senior executives and

managers;

• link the reward available to senior

executives and managers to

shareholder value creation; and

• align the interests of senior executives

and managers and shareholders by

providing executives with an equity

interest in the Company.

Participation in the LTI plan is by invitation

only, at the sole and absolute discretion of

the Board. The Company may grant

performance rights (Awards) to eligible

participants under the plan.

Each Award granted represents a right to

receive one fully paid share in the

Company once the Award vests and is

exercised. The number of Awards and the

vesting conditions for Awards issued under

the LTI Plan are determined by and at the

sole discretion of the Board. No dividends

are paid on performance rights.

The FY2018 grants of performance rights

vest subject to an Earnings Per Share (EPS)

performance hurdle calculated over two or

three year performance periods, and

continuing employment. The absolute EPS

hurdle is a minimum diluted EPS

compound annual growth rate (CAGR)

increase of 15% over the performance

period, with no retesting. 50% of the

award will vest if diluted EPS CAGR of

15% is achieved, up to a maximum of

100% of the award if diluted EPS CAGR

of 20% or more, or 25% or more,

is achieved.

The diluted EPS growth performance

hurdle was chosen as a performance

measure appropriate to the Company,

with progress easily tracked against agreed

performance targets, encouraging

employee engagement and aligning with

shareholder objectives.

Further details on the LTI can be found at

Note F2 to the financial statements.

Managing executive

performance

The Company has robust processes for

supporting and evaluating the

performance of its CEO and other senior

executives and managers.

The Board and CEO determine and agree

annual targets and objectives for the

Company based on the Company’s

strategic plan, supported by a

comprehensive and collaborative

forecasting and budgeting process. The

CEO is accountable to the Board for the

delivery of the agreed objectives.

The objectives agreed between the Board

and the CEO are discussed and cascaded

to each member of the executive team,

and captured in individual performance

delivery documents and STI agreements.

The CEO uses the performance delivery

documents to facilitate individual

conversations with each member of the

executive team periodically throughout the

performance period. The periodic

performance discussions are documented

and form the basis of the annual

performance review that each executive

undertakes with the CEO, and that the

CEO undertakes with the Board, at the

end of the performance period.

The outcome of the executive’s

performance over the course of the year

contributes to considerations surrounding

changes to fixed remuneration and the

awarding of variable remuneration and

incentives.

For the financial year ended 30 June 2018,

each member of the executive team who

was an employee for the duration of the

reporting period had at least one periodic

performance discussion documented.

Directors’ remuneration

Non-executive directors’ remuneration is

paid in the form of directors’ fees. The fees

paid to directors are structured to reflect

the respective responsibilities and workloads

of their Board and Committee positions.

The annual aggregate non-executive

directors’ remuneration pool, capped at

$950,000, was approved by shareholders

at the Company’s 2016 Annual Meeting of

Shareholders.

Directors’ fees

structure $ annual

Base board fees:

Chair of the Board

(refer below)

120,000

Deputy Chair165,000

Non-executive director120,000

Audit and Risk Management Committee:

Chair33,000

Committee member16,500

Remuneration Committee:

Chair33,000

Committee member16,500

Nomination Committee:

Chair22,000

Committee member11,000

The Chair, David Hearn, is regarded as an

Executive Director on account of his limited

executive role in relation to the Group’s

business in Europe and the UK. He receives

consultancy fees for services to the

Company in Europe and the UK through

Lovat Partners Limited, an entity controlled

by him. However, he is not an employee of

the Company.

Prior to the Company’s admission to the

Official List of the ASX on 31 March 2015,

5,000,000 options over unissued ordinary

shares were issued to Lovat Partners

Limited under the Company’s LTI Plan. Each

option has an exercise price of NZ$0.63. At

30 June 2018, 2,000,000 of these options

are yet to vest and 1,300,000 have vested

but are not yet exercised.

The consultancy fees received for the year

ended 30 June 2018, and the annual

accounting charge to profit or loss for the

options issued under the LTI Plan, are

included in the schedule of Directors’

remuneration as other benefits. The

current level of Chair’s fees recognises the

contribution to total remuneration of these

other benefits.

58 | The a2 Milk CompanyThe a2 Milk Company | 59

2018 Annual Report

Corporate governance

Remuneration
Remuneration paid to directors of the Group for the year ended 30 June 2018 was as follows:

Board feesCommittee fees

Total

fees

Other

benefits

received

Total

remuneration

$

Audit & Risk

Management

$

Remuneration

$

Nomination

$$$$

Company

David Hearn (Chair)

1

120,000–––120,000161,931281,931

Julia Hoare (Deputy Chair)165,00033,000–11,000209,000–209,000

Peter Hinton120,000–16,50022,000158,50 0–158,50 0

Warwick Every-Burns

2

195,00016,50033,000–244,500–244,500

Jesse Wu

2

157, 5 0 016,50016,500–190,500–190,500

Total757, 50 066,00066,00033,000922,500161,9311,084,431

Subsidiary companies

William Keane

3

45,619–––45,619–45,619

Total8 03,11966,00066,00033,0009 6 8 ,119161,9311,13 0,05 0

1 Other benefits received include the annual non-cash accounting charge for options issued under the LTI plan of $76,931; and consultancy fees of $85,000 payable to

Lovat Partners Limited, an entity controlled by David Hearn providing services solely to the Company, for consultancy services rendered during the year and charged

at commercial rates, separate from the director’s fees reported above. The value of options exercised by David Hearn during the year was $5,281,720.

2 Warwick Every-Burns and Jesse Wu received $75,000 and $37,500 respectively in the period for additional Board duties.

3 William Keane is included as a director of The a2 Milk Company Limited (UK). No other director of a subsidiary company was remunerated in their capacity as a

director.

Director shareholdings in the Company

In order to align the interests of directors more closely with those of all shareholders, the Company requires each director to purchase

(in his or her own name, family trust or company) shares in the Company equivalent in value (at the time of purchase) to at least one

year’s pre-tax remuneration, to be held for the duration of his or her tenure on the Board. Each director has three years from the date

of his or her appointment, to achieve this position. As at 30 June 2018, all directors had shareholdings in the Company meeting or

exceeding this requirement.

60 | The a2 Milk CompanyThe a2 Milk Company | 61

2018 Annual Report

Corporate governance

The a2 Milk Company | 61

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.

On commencement, Jayne was granted

245,787 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 245,787

performance rights will be subject to the

Company achieving a compound annual

growth (CAGR) in its diluted earnings per

share, measured over three consecutive

financial years to 30 June 2021, on a

straight-line basis. 50% of the

performance rights will vest if diluted EPS

CAGR of 15% is achieved, to a maximum

of 100% if diluted EPS CAGR of 25% or

more is achieved.

Subject to the discretion of the Board or

unless employment is terminated by the

Company 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, dishonesty or wilful breach

of duties.

At the discretion of the Board,

performance rights may be subject to

accelerated vesting if the Company is

subject to a change of control.

Adjustments to the number of

performance rights, or the number of the

Company ordinary shares to which they

relate, may be made following any bonus

issue of the Company ordinary shares or

reorganisation of its capital.

Transition benefits

On a one-off basis, Jayne received 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 the Company:

• An A$586,666 cash payment

(calculated at approximately 67% of

her forfeited STI cash benefit).

• 599,254 time-based rights to acquire

ordinary shares in the Company

(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 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, including

continuing employment.

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.

Remuneration

Remuneration of former CEO

– Geoffrey Babidge

Geoffrey’s employment as CEO under an

executive service agreement with the

Company commenced in 2010 and ceased

upon his retirement on 16 July 2018.

During the year ended 30 June 2018

Geoffrey Babidge received an annual base

salary of A$1,000,000 inclusive of

superannuation, and had the opportunity

to receive up to 60% of his annual fixed

remuneration in the form of an STI,

subject to the achievement of

performance objectives determined by the

Board. The STI is allocated 35 percentage

points to financial performance, and 25

percentage points to strategic and

operational targets.

The remuneration paid to

Geoffrey Babidge in the financial year was

as follows:

2018

A$

Fixed Remuneration1,000,000

STI paid315,000

Total remuneration

received1,315,000


The STI paid in the year of A$315,000

refers to the STI earned for the 2017

financial year.

Remuneration of CEO –

Jayne Hrdlicka

Jayne commenced her appointment as

Managing Director and CEO of the

Company on 16 July 2018. Details of the

remuneration arrangements under her

employment agreement are set out

below.

Term

There is no fixed term, employment is

ongoing until terminated by either Jayne

or the Company in accordance with the

agreement, which includes a six months’

notice period for resignation or

termination of employment by the

Company.

Total fixed remuneration

A$1,500,000 per annum, including

superannuation, subject to annual review.

STI

An annual STI payment of up to a

maximum of 120% of Total Fixed

Remuneration may be achieved, based on

the attainment of performance objectives

measured against key performance

indicators determined by the Board on an

annual basis.

The potential STI for the 2018 financial

year is up to 60% of his FY18 annual fixed

remuneration (or A$600,000).

At 30 June 2017 Geoffrey held 5 million

partly paid shares previously issued to him

in 2013 under the LTI scheme described in

Note F2 to the financial statements, with

an amount payable per share of $0.64.

He has not participated in any other LTI

plan since this award. During FY18,

Geoffrey paid the 5 million partly paid

shares up in full, and held 2.5 million of

those fully paid shares on retirement.

The employment of Geoffrey Babidge as

CEO ceased on his retirement on

16 July 2018.

Since the commencement of FY19 he was

paid his fixed remuneration for the period

1 July to 16 July 2018 of A$41,667. Upon

retirement he was paid an amount in

accordance with the terms of his

employment agreement (including

statutory leave entitlements and

6 months’ notice period termination

payment) of A$860,906 and the STI for

the financial year ended 30 June 2018

amounting to A$555,000.

Geoffrey will remain available until

December 2018 to assist in the

CEO transition.

62 | The a2 Milk CompanyThe a2 Milk Company | 63

2018 Annual Report

Corporate governance

Financial
statements

Contents

Directors’ approval of the financial statements 66

Independent auditor’s report 67

Consolidated statement of comprehensive income 70

Consolidated statement of changes in equity 71

Consolidated statement of financial position 72

Consolidated statement of cash flows 73

Notes to the financial statements 74

2018 Annual Report

Financial statements

The a2 Milk Company | 65

Directors’ approval of the financial statements
for the year ended 30 June 2018

Independent auditor’s report

for the year ended 30 June 2018

The directors of The a2 Milk Company Limited are pleased to present the consolidated financial statements for

The a2 Milk Company Limited (the Company) and its subsidiaries (together the Group) for the year ended 30 June 2018.

The directors are responsible for preparing and presenting financial statements in accordance with New Zealand law and

generally accepted accounting practice, which present fairly the financial position of the Group as at 30 June 2018 and the

results of its operations and cash flows for the period which ended on that date.

The directors consider the financial statements of the Group to have been prepared using accounting policies which have been

consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and

accounting standards have been followed.

The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination

of the financial position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct

Ac t 2013.

The directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent and detect

fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide a reasonable assurance

as to the integrity and reliability of the financial statements.

There are reasonable grounds to believe that the Company and the Group entities identified in Note E2 will be able to meet any

obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the

Company and those Group entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785.

Signed on behalf of the Board by:

David Hearn

Chair and Executive

Director

Julia Hoare

Deputy Chair and Chair

of the Audit & Risk

Management Committee

21 August 2018

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Ernst & Young

200 George Street

Sydney NSW 2000 Australia

GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555

Fax: +61 2 9248 5959

ey.com/au

Independent auditor’s report to the Shareholders of The a2 Milk Company Limited

Opinion

We have audited the financial statements of The a2 Milk Company Limited (“the company”) and its

subsidiaries (together “the Group”) on pages 70 to 105, which comprise the consolidated statement

of financial position of the group as at 30 June 2018, and the consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended of the group, and the notes to the consolidated financial

statements including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 70 to 105 present fairly, in all material

respects, the consolidated financial position of the group as at 30 June 2018 and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand

equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

This report is made solely to the company's shareholders, as a body. Our audit has been undertaken

so that we might state to the company's shareholders those matters we are required to state to them

in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the company and the company's shareholders,

as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in theAuditor’s Responsibilities for the

Audit of the Financial Statementssection of our report.

We are independent of the group in accordance with Professional and Ethical Standard 1 (revised)

Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance

Standards Board, and we have fulfilled our other ethical responsibilities in accordance with these

requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Ernst & Young has provided market research services in relation to brand health tracking and has also

provided sustainability reporting advisory services to the group. Partners and employees of our firm

may deal with the group on normal terms within the ordinary course of trading activities of the

business of the group. We have no other relationship with, or interest in, the group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, but we do not provide a separate opinion on these matters. For each matter below,

our description of how our audit addressed the matter is provided in that context.

66 | The a2 Milk CompanyThe a2 Milk Company | 67

2018 Annual Report

Financial statements

Independent auditor’s report
for the year ended 30 June 2018

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

We have fulfilled the responsibilities described in theAuditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly,

our audit included the performance of procedures designed to respond to our assessment of the risks

of material misstatement of the financial statements. The results of our audit procedures, including

the procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Effect of customer discounts and rebates on revenue

Why significantHow our audit addressed the key audit matter

►As disclosed in Note B1to the financial

statements, revenue relating to the sale of

products is recognised when the risks and

rewards of ownership of the goods have

been transferred to the customer and is

recognised net of trade discounts and

volume rebates provided to customers.

►Given the variety and complexity of

contractual arrangements the Group has

with its customers and due to significant

growth in revenue in the current year this

was considered to be a key audit matter.

Our audit procedures included the following:

►Considered the appropriateness of the Group’s

revenue recognition accounting policies as

they relate to customer discounts and

rebates.

►Evaluated the Group’s processes and controls

over the recording of customer discounts and

rebates.

►Reviewed a sample of customer contracts to

determine whether rebates were calculated in

accordance with terms and also inquired of

management as to the existence of any non-

standard agreements or side arrangements

with customers.

►Selected a sample of customer discounts, and

rebates recorded and assessed whether the

timing and value of amounts recognised were

in accordance with the accounting standards.

►Compared sample of customer claims and

payments made subsequent to year end to

year end accruals.

►Considered the year end ageing profile of

customer discounts and rebate accruals and

enquired as to the likelihood of aged balances

being settled.

Information other than the financial statements and auditor’s report

The directors of the company are responsible for the Annual Report, which includes information other

than the consolidated financial statements and auditor’s report which we obtained prior to the date of

this auditor’s report. Our opinion on the consolidated financial statements does not cover the other

information and we do not express any form of assurance conclusion thereon.

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained during the audit, or otherwise

appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on

behalf of the entity the group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is

located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-

Smith.

Ernst & Young

Sydney

21 August 2018

68 | The a2 Milk CompanyThe a2 Milk Company | 69

2018 Annual Report

Financial statements

Consolidated statement of comprehensive income
for the year ended 30 June 2018

Consolidated statement of changes in equity

for the year ended 30 June 2018

Notes

2018

$’000

2017

$’000

SalesB1922,354549,247

Cost of sales(458,005)(285,729)

Gross margin464,349263,518

Other revenueB1323279

Distribution expenses(26,825)(20,185)

Administrative expensesB2(47,262)(32,446)

Marketing expenses(73,647)(42,010)

Other expensesB2(35,937)(30,557)

Operating profit 281,0 01138,599

Interest income2,369887

Finance costsB2(138)(135)

Net finance income2,231752

Profit before tax283,232139,351

Income tax expenseB4(87,548)(48,705)

Profit after tax for the year195,68490,646

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign currency translation loss(74)(1,896)

Items not to be reclassified to profit or loss:

Listed investment fair value gain108,74113,372

Total comprehensive income304,351102 ,122

Earnings per share

Basic (cents per share)B327. 0 012.66

Diluted (cents per share)B326.3012.29

The accompanying notes form part of these financial statements.

Year ended 30 June 2018

Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2017(10,948)13,3729,73912,16395,017134,302241,4 82

Profit for the period (net of tax)––––195,684–195,684

Foreign currency translation

differences – foreign operations(101)––(101)––(101)

Listed investment – fair value

movement–108,741–108,741––108,741

Income tax27––27––27

Total comprehensive income

for the period(74)108,741–108,667195,684–304,351

Transactions with owners in

their capacity as owners:

Issue of ordinary shares–––––7, 3167, 316

Share issue costs–––––(52)(52)

Share–based payments––2,6122,612––2,612

Total transactions with owners––2,6122,612–7, 26 49,876

Balance 30 June 2018(11, 02 2)122,11312,351123,442290,701141,566555,709

Year ended 30 June 2017

Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2016(9,052)–7, 211(1,8 41)4,371130,54 8133,078

Profit for the period (net of tax)––––90,646–90,646

Foreign currency translation

differences – foreign operations(2,683)––(2,683)––(2,683)

Listed investment – fair value

movement–13,372–13,372––13,372

Income tax787––787––787

Total comprehensive income

for the period(1,896)13,372–11, 47690,646–102,122

Transactions with owners in

their capacity as owners:

Issue of ordinary shares–––––3,7883,788

Share issue costs–––––(34)(34)

Share–based payments––2,5282,528––2,528

Total transactions with owners––2,5282,528–3,7546,282

Balance 30 June 2017(10,948)13,3729,73912,16395,017134,302241,4 82

The accompanying notes form part of these financial statements.

70 | The a2 Milk CompanyThe a2 Milk Company | 71

2018 Annual Report

Financial statements

Consolidated statement of financial position
as at 30 June 2018

Consolidated statement of cash flows

for the year ended 30 June 2018

Notes

2018

$’000

2017

$’000

Assets

Current assets

Cash & short-term deposits D3340,455121,020

Trade & other receivables C165,49172,874

Prepayments36,01535,957

InventoriesC26 4,10128,437

Total current assets506,062258,288

Non-current assets

Property, plant & equipment C49,7018,358

Intangible assetsC515,09213,281

Other financial assetsC6186,86262,049

Deferred tax assetsB44,8611,954

Total non-current assets216,51685,642

Total assets722,578343,930

Liabilities

Current liabilities

Trade & other payablesC3116 ,19271,350

Income tax payable50,55730,998

Total current liabilities166,749102,348

Non-current liabilities

Trade & other payablesC3120100

Total non-current liabilities120100

Total liabilities166,869102,448

Net assets555,709241,4 82

Equity attributable to owners of the Company

Share capital D5141,566134,302

Retained earnings 290,70195,017

Reserves D6123,44212,163

Total equity555,709241,4 82

The accompanying notes form part of these financial statements.

Notes

2018

$’000

2017

$’000

Cash flows from operating activities

Receipts from customers927,70 3524,323

Payments to suppliers & employees(629,652)( 3 9 4 ,111)

Interest received2,369887

Taxes paid(69,312)(31,156)

Net cash inflow from operating activities D4231,10 899,943

Cash flows from investing activities

Payments for property, plant & equipmentC4(2,526)(1,650)

Payments for intangible assetsC5(2,320)(821)

Payment for listed investmentC6(16,073)(48,677)

Net cash outflow from investing activities(20,919)(51,14 8)

Cash flows from financing activities

Proceeds from issue of equity sharesD57, 26 43,754

Net cash inflow from financing activities7, 26 43,754

Net increase in cash & short-term deposits217, 4 5 352,549

Cash & short-term deposits at the beginning of the year121,02069,361

Effect of exchange rate changes on cash1,982(890)

Cash & short-term deposits at the end of the year340,455121,020

The accompanying notes form part of these financial statements.

72 | The a2 Milk CompanyThe a2 Milk Company | 73

2018 Annual Report

Financial statements

Notes to the financial statementsNotes to the financial statements – Basis of preparation
for the year ended 30 June 2018

A. Basis of preparation

The a2 Milk Company Limited (the Company) is a for-profit

entity incorporated and domiciled in New Zealand. The consolidated

financial statements of the Company for the year ended 30 June

2018 comprise the Company and its subsidiaries (together referred

to as the Group).

The Company is registered in New Zealand under the Companies

Act 1993, and is a FMC reporting entity under the Financial Markets

Conduct Act 2013. The Company is also registered as a foreign

company in Australia under the Corporations Act 2001 (Cth,

Australia). The shares of The a2 Milk Company Limited are publicly

traded on the New Zealand Stock Exchange (NZX), the Australian

Securities Exchange (ASX) and Chi-X Australia (Chi-X). The Group’s

reporting currency is the New Zealand dollar.

The principal activity of the Company is the commercialisation of

A1 protein free branded milk and related products in targeted

global markets.

The consolidated financial statements were authorised for issue by

the directors on [21] August 2018.

The consolidated financial report:

• has been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand;

• complies with the New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS);

• complies with International Financial Reporting Standards (IFRS’s)

adopted by the International Accounting Standards Board (IASB);

• is presented in New Zealand dollars, which is the Company’s

functional currency, with all values rounded off to the nearest

thousand dollars, unless otherwise stated; and

• has been prepared in accordance with the historical cost

convention and, except for listed investments, does not take into

account changing money values or fair values of assets.

Significant accounting policies have been:

• included in the relevant note to which each policy relates, other

than the accounting policy for foreign currency, set out below;

and

• except for the early adoption of NZ IFRS 9 (2014) Financial

Instruments, noted below, consistently applied to all periods

presented in these consolidated financial statements.

Accounting policy: Foreign currency

Transactions

Foreign currency transactions are initially translated to the respective

functional currencies of Group companies at the rate of exchange

at the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies are translated to the functional

currency at the exchange rate ruling at the reporting date. Foreign

exchange differences are generally recognised in profit or loss in

the statement of comprehensive income.

Foreign operations translation to reporting currency

The assets and liabilities including goodwill and fair value

adjustments arising on consolidation of foreign operations are

translated into New Zealand currency at rates of exchange current at

the reporting date, while revenues and expenses are translated at

approximately the exchange rates ruling at the date of the

transaction. Exchange differences arising on translation are

recognised in other comprehensive income and accumulated

within equity in the foreign currency translation reserve.

Judgements, estimates and assumptions

The preparation of financial statements in conformity with

NZ IFRS requires management to make judgements, estimates

and assumptions.

• This may affect the application of policies and reported amounts

of assets, liabilities, income and expenses. Actual results may

differ from these estimates.

• Estimates and underlying assumptions are reviewed on an

ongoing basis.

• Revisions to accounting estimates are recognised in the period in

which the estimate is revised and in any future periods affected.

• Information about significant areas of estimation uncertainty and

critical judgements in applying accounting policies that have the

most significant effect on the amount recognised in the financial

statements are described in the following notes:

– Note B4: Deferred tax assets and liabilities – Recovery of

deferred tax assets

– Note C2: Inventories – Estimation of net realisable value

– Note C5: Intangibles assets – Goodwill and intangibles

ContentsPage

ABasis of preparation

75

BGroup performance

B1Operating segments78

B2Expenses80

B3Earnings per share81

B4Income taxes82

COperating assets and liabilities

C1Trade & other receivables86

C2Inventories86

C3Trade & other payables87

C4Property, plant & equipment88

C5Intangible assets89

C6Other financial assets91

DCapital and financial risk management

D1Capital risk management92

D2Financial risk management92

D3Cash & short-term deposits96

D4Cash flow information96

D5Share capital97

D6Reserves97

D7Capital expenditure commitments98

D8Operating lease commitments98

D9Contingent liabilities98

EGroup structure

E1Consolidated entities99

E2Deed of cross guarantee100

FOther disclosures

F1Related party transactions102

F2Share-based payments103

F3Auditor’s remuneration105

F4Subsequent events105

74 | The a2 Milk CompanyThe a2 Milk Company | 75

2018 Annual Report

Financial statements

Notes to the financial statements – Basis of preparation
for the year ended 30 June 2018

New standards and interpretations not yet adopted

Certain new accounting standards have been published that are relevant to the Group’s operations but are not yet mandatory for the

30 June 2018 accounting period. The Group’s current assessment of the impact of these is set out below.

Accounting standardRequirementImpacts in future periods

NZ IFRS 15:

Revenue from

Contracts with

Customers

NZ IFRS 15 will become mandatory for the Group’s

annual reporting period ending 30 June 2019, with

transition as at 1 July 2018.

It replaces the existing revenue standard

and interpretations and is based on the identification

of performance obligations under a contract to

determine revenue treatment.

The impact assessment of this standard is

substantially completed. Based on the work

performed to date, no material retrospective or

prospective impact is expected on the financial

statements of the Group for the year ended 30 June

2018; when the Group reports for the first time

under this standard in FY2019.

In future periods additional disclosures will be

required, including: the disaggregation of total

revenue; information about performance obligations;

movements in contract receivables and payables; and

key judgments and estimates employed.

NZ IFRS 16:

Leases

NZ IFRS 16 will become mandatory for the Group’s

annual reporting period ending 30 June 2020,

replacing the existing leases standard.

The new standard removes the distinction between

operating and finance leases, recognising all

lease assets and liabilities on balance sheet, with

limited exceptions for short-term leases and low value

assets.

As a right-to-use asset and a lease liability will

be recognised for operating leases, the change will

result in a more front-loaded expense pattern

for operating leases as compared to current

straight-lining, with lease expense allocated to

interest and depreciation.

The right-to-use asset and lease liability will be

determined based on the present value of future

lease payments.

The impact assessment for this standard is to be

carried out during FY2019.

NZ IFRIC

Interpretation 23:

Uncertainty over

Income Tax

Treatment

The interpretation will apply to the Group’s annual

reporting period ending 30 June 2020, addressing the

accounting for income taxes when tax treatments

involve uncertainty that affects the application of NZ

IAS 12, and specifically:

• The assumptions made about the examination of

tax treatments by taxation authorities;

• How taxable profit (tax loss), tax bases, unused tax

losses, unused tax credits and tax rates are

determined; and

• How changes in facts and circumstances are

considered.

Decisions must be made on whether to consider each

uncertain tax treatment separately or together with

one or more other uncertain tax treatments. The

approach that better predicts the resolution of the

uncertainty is to be followed.

The Group will apply the interpretation from

1 July 2019.

The Group operates in a complex multinational

tax environment. In the event of an uncertainty

over income tax treatment arising, applying the

interpretation may affect its consolidated

financial statements and required disclosures.

Amendment to

references to

the Conceptual

Framework in

NZ IFRS Standards

This standard makes amendments to various NZ IFRS

standards to reflect the issue of the revised Conceptual

Framework for Financial Reporting in May 2018. The

standard updates references to, or quotations from,

previous versions of the Framework contained in many

Standards, and applies to annual reporting periods

beginning on or after 1 January 2020.

The potential effect of the standard, and the

Conceptual Framework for Financial Reporting

to which it refers, on the Group’s financial

statements has not yet been determined.

There are no other standards that are not yet effective and that are expected to have a material impact on the Group in the current or future

reporting periods.

Changes in significant accounting policies

The Group has applied all of the new and revised Standards and

Interpretations issued by the New Zealand External Reporting Board

that are relevant to the Group’s operations and effective for the

current accounting period. Their application has not had any

material impact on the Group’s assets, profits or earnings

per share for the year ended 30 June 2018.

Adoption of NZ IFRS 9 (2014) Financial Instruments

The Group has early adopted NZ IFRS 9 Financial Instruments

with a date of initial application of 1 July 2017. The requirements of

NZ IFRS 9 represent a significant change from NZ IAS 39 Financial

Instruments: Recognition and Measurement.

The key changes to the Group’s accounting policies resulting from

its adoption of NZ IFRS 9 are summarised below.

Classification of financial assets

NZ IFRS 9 contains three principal classification categories for

financial assets: measured at amortised cost, fair value through

other comprehensive income (FVOCI) and fair value through

profit or loss (FVTPL). The classification of financial assets under

NZ IFRS 9 is generally based on the business model in which a

financial asset is managed and its contractual cash flow

characteristics. Compared to NZ IAS 39, the standard imposes

stricter requirements for determining those financial assets that

can be recognised at amortised cost or fair value.

Under NZ IFRS 9, the Group’s financial assets consist of: cash and

short-term deposits and trade receivables, measured at amortised

cost; and a listed equity investment measured at FVOCI.

Classification of financial liabilities

Under NZ IFRS 9, the Group’s financial liabilities are trade and other

payables, measured at amortised cost.

Classification impact

The adoption of NZ IFRS 9 has not had a significant effect on

classification or the Group’s accounting policies for financial

assets and liabilities.

Impairment of financial assets

NZ IFRS 9 replaces the ‘incurred loss’ model in NZ IAS 39 with an

‘expected credit loss’ model. The new impairment model applies to

financial assets measured at amortised cost, but not to FVOCI equity

investments. Under NZ IFRS 9, credit losses are recognised earlier

than under NZ IAS 39.

Given the nature of the Group’s trade receivables, the expected

credit loss model did not materially change the impairment

allowance for doubtful debts.

Transition

Changes in accounting policies resulting from the adoption of NZ

IFRS 9 (2014) are applied retrospectively. There is no restatement of

prior periods as there is no significant change in the recognition and

measurement of cash and short-term deposits and trade and other

receivables and payables under the new standard.

The Group has made an irrevocable election to classify the listed

investment made in March 2017 at FVOCI, which does not result

in any restatement of prior periods.

Other than cash and short-term deposits and trade and other

receivables and payables, and the listed equity investment as

noted above, the Group had no other financial assets and liabilities

as at 1 July 2017, or in prior periods, requiring transition

treatment consideration.

76 | The a2 Milk CompanyThe a2 Milk Company | 77

2018 Annual Report

Financial statements

B1. Operating segments (continued)
2018

Australia and

New Zealand

$’000

China and

other Asia

$’000

UK and USA

$’000

Total

$’000

Consolidated sales656,309233,64632,399922,354

Other revenue3212–323

Reportable segment revenue656,630233,64832,399922,677

Reportable segment results (Segment EBITDA)262,18981,275( 27, 6 3 8 )315,826

Corporate EBITDA(32,789)

Group EBITDA283,037

Reconciliation to consolidated statement of comprehensive income:

Interest income2,369

Depreciation and amortisation(2,174)

Income tax expense(87,548)

Consolidated profit after tax195,684

2017

Australia and

New Zealand

$’000

China and

other Asia

$’000

UK and USA

$’000

Total

$’000

Consolidated sales439,34288,88521,020549,247

Other revenue279––279

Reportable segment revenue439,62188,88521,020549,526

Reportable segment results (Segment EBITDA)155,34 832,747(22,500)165,595

Corporate EBITDA(24,442)

Group EBITDA141,153

Reconciliation to consolidated statement of comprehensive income:

Interest income887

Depreciation and amortisation(2,689)

Income tax expense(48,705)

Consolidated profit after tax90,646

Revenue by product type

2018

$’000

2017

$’000

Infant formula724,248394,026

Liquid milk142,360125,872

Other56,06929,628

922,677549,526

Three customers within the Australia and New Zealand segment each contributed revenue in excess of 10% of Group revenue of

$131,374,000 (2017: $77,509,000), $110,651,000 (2017: $40,564,000) and $92,720,000 (2017: $72,248,000) respectively.

B. Group performance

This section explains the results and performance of the Group for the year, including segment information, earnings per share and taxation.

The Group’s key performance measures are segment revenue and segment results before interest, tax, depreciation and amortisation

(Segment EBITDA, a non-GAAP measure). Further information and analysis of performance can be found in the Year in Review report,

which forms part of this Annual Report.

B1. Operating segments

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief

operating decision maker in order to allocate resources to the segment and assess its performance.

For management purposes, the Group is organised into business units based on geographical location along with a corporate function, and

has three reportable operating segments as follows:

• The Australia and New Zealand segment receives external revenue from infant formula, milk and other dairy products, along with royalty

and licence fee income

• The China and other Asia segment receives external revenue from the export of infant formula, milk and other dairy products to China

and other Asia. This segment is responsible for the infant formula supply chain from New Zealand to all markets

• The United Kingdom and USA segment receives external revenue from milk and infant formula sales

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation

and performance assessment. Segment performance is assessed on segment EBITDA and is measured in conformity with the accounting

policies adopted for preparing and presenting the financial statements of the Group.

Notes to the financial statements – Group performance

for the year ended 30 June 2018

78 | The a2 Milk CompanyThe a2 Milk Company | 79

2018 Annual Report

Financial statements

B2. Expenses (continued)
2018

$’000

2017

$’000

Other expenses

Audit fees609434

Bad and doubtful debts29–

Consultancy, accounting and secretarial fees8,9577, 02 2

Directors’ fees and expenses968787

Legal expenses5,3014,300

Loss on disposal, plant and equipment–103

Patents, trademarks, and research and development4,3674,389

Occupancy expenses2,0711,489

Depreciation and amortisation2,1742,689

Promotion and merchandising9871,072

Impairment of intangible assets–2,435

Other operating expenses10,4745,837

35,93730,557

Finance costs

Other finance costs138135

138135

B3. Earnings per share (EPS)

20182017

Profit attributable to members of the Company used in calculating basic and diluted EPS ($’000)195,68490,646

Weighted average number of ordinary shares (‘000) for basic EPS724,685716,047

Effect of dilution due to partly paid ordinary shares, share options and performance rights (‘000)19,27821,468

Weighted average number of ordinary shares (‘000) for diluted EPS743,9637 37, 515

Basic EPS (cents)27. 0 012.66

Diluted EPS (cents)26.3012.29

Recognition and measurement

Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than

dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.

Diluted EPS adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of

interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed

to have been issued for no consideration in relation to dilutive potential ordinary shares.

B1. Operating segments (continued)

Recognition and measurement

Revenue is recognised and measured at the fair value of the consideration received or receivable.

Sale of goods

Revenue from the sale of goods results from the sale of A1 protein free branded infant formula, milk and related products, and is recognised

when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable and there

is no continuing management involvement with the goods. Revenue is recognised net of trade discounts, volume rebates and similar

allowances.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal and the effective interest rate applicable, which is the rate that

exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

Other segment information

2018

Australia and

New Zealand

$’000

China and

other Asia

$’000

UK and USA

$’000

Corporate

$’000

Total

$’000

Additions to non-current assets1,789268112,7784,846

Depreciation and amortisation1,2335481202732,174

Segment assets208,491129,99727, 2 3 8356,852722,578

Segment liabilities23,52976,8249,89356,623166,869

2017

Additions to non-current assets8451341931,2992,471

Depreciation and amortisation1,10 45768111982,689

Segment assets101,472108,81610,877122,765343,930

Segment liabilities24,75937, 4 614,90435,324102,448

The majority of the Group’s revenue is generated from customers, and the majority of its non-current assets (other than financial

instruments, and deferred tax assets) are located, outside of its country of domicile (New Zealand).

The China and other Asia segment includes assets and liabilities related to the infant formula supply chain from New Zealand to all

markets.

B2. Expenses

2018

$’000

2017

$’000

Administrative expenses

Equity settled share-based payments2,6122,528

Salary and wage costs32,14 020,477

Travel costs5,8933,969

Other administrative expenses6,6175,472

47, 26 232,446

Notes to the financial statements – Group performance

for the year ended 30 June 2018

80 | The a2 Milk CompanyThe a2 Milk Company | 81

2018 Annual Report

Financial statements

B4. Income taxes (continued)
Deferred tax balances

Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be

available, against which the tax asset can be utilised.

2018

Opening

balance

$’000

Charge

in period

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents114(15)99

Accrued expenses1,9132,0243,937

Tax losses32714 4471

Other21964985

2,3753 ,1175,492

Gross deferred tax liabilities

Property, plant & equipment(662)132(530)

Foreign exchange (gains)/losses 241(342)(101)

(421)(210)(631)

Net deferred tax 1,9542,9074,861

Charge to profit & loss2,880

Charge to OCI27

2,907

2017

Opening

balance

$’000

Charge

in period

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents4965114

Accrued expenses2,628(715)1,913

Tax losses694(367)327

Other418(397)21

3,789(1,414)2,375

Gross deferred tax liabilities

Property, plant & equipment(607)(55)(662)

Foreign exchange losses 98143241

(509)88(421)

Net deferred tax 3,280(1,326)1,954

Charge to profit & loss(1,042)

Charge to OCI(284)

(1,326)

B4. Income taxes

2018

$’000

2017

$’000

Income tax recognised in profit or loss

Current tax 92,16746,788

Prior period adjustment to tax expense – current tax (1,739)875

Prior period adjustment to tax expense – deferred tax99(424)

Deferred tax origination and reversal of temporary differences(2,979)1,466

Total tax expense87,54848,705

The prima facie income tax on pre-tax accounting profit from operations reconciles to:

Profit from operations283,232139,351

Income tax expense calculated at 28% (2017: 28%)79,30539,018

Difference in income tax rates: UK (19.75%), Australian (30%), USA (34.42%), and China (25%)3,1951,16 8

Non-deductible expenses2,16 83,473

Prior period adjustment to tax expense(1,640)451

Deferred tax impact to tax expense for permanent establishments(66)(91)

Unutilised foreign tax credits forfeited2,009259

Deferred tax asset not recognised2,5774,427

Total tax expense87,54848,705

Income tax recognised directly in equity

Current tax–(1,071)

Deferred tax(27)284

Tax benefit in Other Comprehensive Income (OCI)(27)(787)

Notes to the financial statements – Group performance

for the year ended 30 June 2018

82 | The a2 Milk CompanyThe a2 Milk Company | 83

2018 Annual Report

Financial statements

B4. Income taxes (continued)
Recognition and measurement

Income tax expense represents the sum of the tax currently payable

and deferred tax.

Current and deferred tax are recognised as an expense or income in

profit or loss, except when they relate to items credited or debited

in other comprehensive income, in which case that tax is recognised

in other comprehensive income; or where they arise from the initial

accounting for a business combination.

The tax currently payable is based on taxable profit for the year. The

Group’s liability for current tax is calculated using tax rates that have

been enacted or substantively enacted by the balance sheet date,

and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised on differences between the carrying

amount of assets and liabilities in the financial statements and the

corresponding tax bases used in the computation of taxable profit,

and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable

temporary differences, and deferred tax assets are generally

recognised for all deductible temporary differences to the extent that

it is probable that taxable profits will be available in the future against

which those deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that

are expected to apply in the period in which the liability is settled or

the asset realised, based on tax rates (and tax laws) that have been

enacted or substantively enacted by the balance sheet date. The

measurement of deferred tax liabilities and assets reflects the tax

consequences that would follow from the manner in which the

Group expects, at the reporting date, to recover or settle the

carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same

taxation authority and the Group intends to settle its current tax

assets and liabilities on a net basis.

The carrying amount of deferred tax assets is reviewed at each

reporting date for recoverability. Likewise, unrecognised tax assets

(not booked to balance sheet) are re-assessed at each reporting

date, and recognised, to the extent that future taxable profits are

deemed likely to allow the asset to be recovered.

Key estimates and judgements

Recovery of deferred tax assets

Deferred tax assets are recognised for unused tax losses,

unused tax credits and deductible temporary differences,

to the extent that it is probable that future taxable profits

will be available against which they can be used.

Judgement is required when deferred tax assets are reviewed

at each reporting date. Deferred tax assets may be reduced to

the extent that it is no longer probable that future taxable

profits will be available.

Assumptions about the generation of future taxable profits

depend on management’s estimates of future cash flows.

Changes in expectations for the future performance of the

business may impact the amount of deferred tax assets

recoverable and recognised on the statement of financial

position and the amount of other tax losses and temporary

differences not yet recognised.

B4. Income taxes (continued)

Deferred tax balances (continued)

2018

$’000

2017

$’000

Net deferred tax balances recognised in the financial statements

Net deferred tax assets4,8611,954

Net deferred tax liabilities––

Net deferred tax4,8611,954

Tax losses

The Group has the following estimated gross tax losses at balance date not recognised:

2018

$’000

2017

$’000

United Kingdom41,67621,360

United States of America24 , 41117, 5 0 4

Australia527955

Total66,61439,819

Imputation and franking credits

The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit and

franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies stated on

an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to declare

dividends. The franking credit account balance is stated in NZ$, with the balance available for distribution dependent on future exchange

rate movements.

Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company:

2018

$’000

2017

$’000

Imputation credits25,69212,323

Franking credits131,45858,927

Notes to the financial statements – Group performance

for the year ended 30 June 2018

84 | The a2 Milk CompanyThe a2 Milk Company | 85

2018 Annual Report

Financial statements

C3. Trade & other payables
Trade & other payables – current

2018

$’000

2017

$’000

Trade payables66,07634,084

Accruals43,86232,933

Employee entitlements6,2544,333

116 ,19271,350

Trade & other payables – non-current

2018

$’000

2017

$’000

Employee entitlements120100

Recognition and measurement

Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate

method. They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase

of goods and services. The amounts are unsecured.

Employee entitlements

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is

probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the

remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value

of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date.

C. Operating assets and liabilities

This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate the

Group’s performance.

C1. Trade & other receivables

2018

$’000

2017

$’000

Trade receivables59,83668,818

Allowance for impairment(37)(96)

Other receivables5,6924,152

65,49172,874

The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial risk

management.

Recognition and measurement

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using

the effective interest rate method, less any lifetime expected credit losses.

C2. Inventories

2018

$’000

2017

$’000

Raw materials 5,0511,142

Finished goods 50,6 4110,028

Goods in transit8,40917, 26 7

Total inventories at the lower of cost and net realisable value6 4,10128,437

During the year, $1,296,000 (2017: $50,000) was recognised as an expense in cost of sales for inventories written down to net realisable

value.

Recognition and measurement

Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average methods.

Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and the

estimated costs necessary to make the sale.

Key estimates and judgements

Recovery of inventory

Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected

future selling price of such inventory. Changes in trading and economic conditions, and changes in country specific regulations,

may impact these estimations in future periods.

Notes to the financial statements – Operating assets

and liabilities for the year ended 30 June 2018

86 | The a2 Milk CompanyThe a2 Milk Company | 87

2018 Annual Report

Financial statements

C5. Intangible assets
2018

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20178527805601,04810,04113,281

Additions1282,03120141–2,320

Amortisation(31)–(277)(388)–(696)

Net foreign currency

exchange differences––172168187

Carrying amount 30 June 20189492, 81132080310,20915,092

Cost1,1392, 8111,8194,45310,20920,431

Accumulated amortisation and

impairment(190)–(1,499)(3,650)–(5,339)

Carrying amount 30 June 20189492, 81132080310,20915,092

2017

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20168329027073,57110,38116,393

Additions39250301231-821

Disposals--(34)--(34)

Amortisation(19)-(410)(1,033)-(1,462)

Impairment-(372)-(1,715)(348)(2,435)

Net foreign currency

exchange differences--(4)(6)8(2)

Carrying amount 30 June 20178527805601,04810,04113,281

Cost1, 0117801,74 44,28210,04117, 8 5 8

Accumulated amortisation and

impairment(159)-(1,18 4)(3,234)-(4,577)

Carrying amount 30 June 20178527805601,04810,04113,281

Trademarks are allocated to the following cash generating units (CGUs) for the purpose of impairment testing: Australia and New Zealand

$185,000 (2017: $198,000); China and other Asia $2,446,000 (2017: $489,000); UK and USA $180,000 (2017: $93,000).

During the year the total value of research and development costs expensed was $3,629,000 (2017: $2,948,000).

Recognition and measurement

The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the

expenditure generating future economic benefits for the Group.

Patents

Patents are considered to have a finite life and are amortised on a straight line basis over the lifetime of the patent.

Trademarks

Trademarks are not subject to amortisation as they are considered to have an indefinite life, and are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

Software

Software is amortised on a straight line basis over 2 to 3 years.

C4. Property, plant & equipment

2018

Office &

computer

$’000

Furniture &

fittings

$’000

Leasehold

improvements

$’000

Plant &

equipment

$’000

Total property,

plant &

equipment

$’000

Carrying amount 1 July 20172492666727,1718,358

Additions230423741,8802,526

Depreciation(164)(64)(274)(976)(1,478)

Net foreign currency exchange differences71031247295

Carrying amount 30 June 20183222548038,3229,701

Cost9753941,31614,05816,743

Accumulated depreciation(653)(140)(513)(5,736)( 7, 0 42)

Carrying amount 30 June 20183222548038,3229,701

2017

Office &

computer

$’000

Furniture &

fittings

$’000

Leasehold

improvements

$’000

Plant &

equipment

$’000

Total property,

plant &

equipment

$’000

Carrying amount 1 July 2016113152277,7 268,018

Additions2412178143781,650

Disposals–(69)––(69)

Depreciation(104)(30)(159)(934)(1,227)

Net foreign currency exchange differences(1)(4)(10)1(14)

Carrying amount 30 June 20172492666727,1718,358

Cost72233890411,7 7113,735

Accumulated depreciation(473)(72)(232)(4,600)(5,377)

Carrying amount 30 June 20172492666727,1718,358

Recognition and measurement

All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that

is directly attributable to the acquisition of the item.

Depreciation is calculated on a straight line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis. The following estimated useful lives are used in the calculation of depreciation:

Plant and equipment 10-15 years

Furniture and fittings 5-10 years

Office and computer equipment 2-10 years

Leasehold improvements 2-10 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic benefits

are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net disposal proceeds

and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

Notes to the financial statements – Operating assets

and liabilities for the year ended 30 June 2018

88 | The a2 Milk CompanyThe a2 Milk Company | 89

2018 Annual Report

Financial statements

C5. Intangible assets (continued)
Annual impairment testing as at 30 June 2018

The recoverable amount of goodwill and trademarks has been

determined on a value in use basis using a discounted cash flow

approach, and projections based on financial budgets approved by

the Board, and 4-year forward plans approved by management.

Key assumptions

• Discount rates (pre-tax): 8% to 9% (2017: 10.0%)

• Terminal growth rate: 2.0%. (2017: 2.0%)

Sensitivity to change in assumptions

The calculation of value in use is most sensitive to the

following assumptions:

• Gross margins

• Discount rates

• Revenue growth during the forecast period

• Growth rates used to extrapolate cash flows beyond the forecast

period (terminal growth rate)

Gross margins – Gross margins are based on budgeted margins for

FY2019, and estimates for future years, adjusted where appropriate

to account for expected future trading conditions. Consideration

has been given to the growth profile of each CGU when forecasting

future margin returns.

Discount rates – Discount rates represent the risks specific to each

CGU, taking into consideration the time value of money and

individual risks of the underlying cash flows expected from the CGU

being assessed. CGU specific risk is incorporated by applying

individual beta factors. The discount rate calculation is based on the

specific circumstances of the Group and its CGUs and is derived

from its weighted average cost of capital (WACC). The WACC

considers both debt and equity. The cost of equity is derived from

the expected return on investment by the Group’s investors. Noting

that the Group had no debt at 30 June 2018, the cost of debt is

based on the capital structure that could be expected from a similar

market participant.

Revenue growth – Revenue projections have been constructed with

reference to the FY2019 budget and 4-year forward looking plans,

and adjusted for recent performance trends across the regions

(where necessary).

Terminal growth rate – A terminal growth rate of 2.0% has been

used for future cash flow growth beyond the 4-year forecast

period.

The terminal value (being the total value of expected cash flows

beyond the forecast period) is discounted to present values using

the discount rate specific to each CGU.

As at 30 June 2018, the recoverable amount of the Group’s CGUs

exceeds their carrying amounts. The directors believe that no

reasonably possible change in any of the key assumptions would

cause the recoverable amount of a CGU to be less than its carrying

value. Based on this assessment, no impairment write downs are

considered necessary.

C6. Other financial assets

2018

$’000

2017

$’000

Listed investment at fair value186,86262,049

The listed investment is in Synlait Milk Limited (Synlait). Synlait is

a dairy processing company (listed on the New Zealand Stock

Exchange and Australian Securities Exchange) with which the Group

has an ongoing Nutritional Powders Manufacturing and Supply

Agreement. No dividends were received from this investment during

the year (2017: $nil)

During the period, a further 0.949% of the share capital of Synlait

was purchased for $16,073,000, giving a total holding of 9.114%

as at 30 June 2018.

Subsequent event

Subsequent to the end of the financial year, on 3 August 2018 the

Company announced that it had made a further investment in

Synlait, acquiring 14,840,527 shares for $162,332,000, increasing

its total holding in Synlait to 17.394%.

Recognition and measurement

This listed investment is a long-term investment classified as a

financial asset measured at fair value through other comprehensive

income. The Group does not control or have significant influence

over the investee.

Unrealised gains or losses arising from changes in fair value are

recognised through other comprehensive income in the Fair Value

Revaluation Reserve within equity.


C5. Intangible assets (continued)

Recognition and measurement (continued)

Project development costs

Project development expenditure is capitalised only when the

Group can demonstrate: the technical feasibility of completing the

intangible asset so that it can be available for use or sale; the

potential for the asset to generate future economic benefits on

completion; and the ability to measure reliably the expenditure

attributable to the asset during its development. Amortisation

commences when the asset is available for use.

Project development costs are amortised over a maximum useful life

of 5 years.

Goodwill

Goodwill is recognised on business acquisitions, representing the

excess of the cost of acquisition over the Group’s interest in the net

fair value of the identifiable assets, liabilities and contingent

liabilities of the business recognised at the date of acquisition.

Goodwill is initially recognised as an asset at cost and is

subsequently measured at cost less any accumulated impairment

losses. For the purposes of impairment testing, goodwill acquired in

a business combination is, from the date of acquisition, allocated to

the Group’s cash-generating units that are expected to benefit from

the synergies of the combination.

Impairment testing for cash-generating units (CGUs)

containing goodwill

Goodwill allocation

For the purposes of impairment testing, goodwill is allocated to the

Group’s CGUs which represent the lowest level within the Group at

which goodwill is monitored by internal management as follows:

CGUs

2018

$’000

2017

$’000

Australia & New Zealand 8,2457,9 8 0

UK1,9642,061

10,20910,041

The movement in goodwill is solely attributable to foreign exchange

movements.

Recognition and measurement

Impairment testing of non-financial assets

Assets that have an indefinite useful life, such as goodwill and

trademarks, are not amortised but are tested annually for

impairment. Assets that are subject to amortisation are reviewed for

impairment whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable. An impairment

loss is recognised for the amount by which the asset’s carrying

amount exceeds its recoverable amount. The recoverable amount is

the higher of the asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the

lowest levels for which there are separately identifiable cash flows

(cash-generating units).

Impairment losses are recognised in the statement of

comprehensive income. They are allocated first to reduce the

carrying amount of any goodwill allocated to the CGU, and then to

reduce the carrying amount of the other assets in the CGU on a

pro-rata basis.

An impairment loss in respect of goodwill is not reversed.

Non-financial assets other than goodwill that have been impaired

are reviewed for possible reversal at each reporting date. An

impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would

have been determined, net of depreciation or amortisation, if no

impairment loss had been recognised.

Key estimates and judgements

Goodwill and intangibles

Judgements are made with respect to identifying and valuing

intangible assets on acquisitions of new businesses.

The Group assesses whether goodwill and intangibles with

indefinite useful lives are impaired at least annually. These

calculations involve judgements to estimate the recoverable

amount of the cash-generating units to which the goodwill

and intangibles with indefinite useful lives are allocated.

Notes to the financial statements – Operating assets

and liabilities for the year ended 30 June 2018

90 | The a2 Milk CompanyThe a2 Milk Company | 91

2018 Annual Report

Financial statements

D2. Financial risk management (continued)
Ageing of trade receivables at the reporting date:

Gross

2018

$’000

Impairment

2018

$’000

Gross

2017

$’000

Impairment

2017

$’000

Not past due54,006–65,393–

Past due up to 90 days5,639–2,818–

Past due 91 to 180 days191(37)493(54)

Past due 181 days to one year––114(42)

More than one year––––

59,836(37)68,818(96)

The average credit period on sales is 25 days (2017: 38 days). No interest is charged on trade receivables outstanding.

Movement in impairment allowance for expected credit loss

2018

$’000

2017

$’000

Balance at beginning of year96112

Amount charged to the statement of comprehensive income29–

Provisions reversed(91)(16)

Net foreign currency exchange differences3–

3796

Market risk

Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.

The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar. The Group’s

holding of a listed investment also exposes it to equity price risk.

Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the Group’s

exposure to market risks or the way it manages and measures risk.

D. Capital and financial risk management

This section outlines how the Group manages its capital structure

and its exposure to financial risk, and provides details of its balance

sheet liquidity and access to financing facilities.

D1. Capital management

The Group’s objective when managing its capital is to generate

long-term value for shareholders and sufficient reserves to fund the

business. The Group is not subject to externally imposed capital

requirements, and currently has no debt.

The Group’s capital structure may be modified by payment of

dividends to shareholders, returning capital to shareholders, or

issuing new shares.

The Company’s Board of Directors reviews the capital

structure, including dividend policy, at least twice a year

before announcing results.

The Board continues to consider the appropriate use of the

Company’s available capital to support the Company’s growth

strategy and supply chain development, including a review of

opportunities to invest in blending and canning capability where

appropriate as part of our longer-term nutritional products sourcing

arrangements.

D2. Financial risk management

Financial risk management objectives

Exposure to credit risk, market risk (including currency risk and

equity price risk), and liquidity risk arises in the normal course of the

Group’s business.

The Group’s financial risk management processes and procedures

seek to minimise the potential adverse impacts that may arise from

the unpredictability of financial markets.

The Group’s corporate finance function provides treasury services to

the business, co-ordinates access to domestic and international

financial markets, and monitors and manages liquidity and the

financial risks relating to the operations of the Group through

internal risk reports which analyse exposures by degree and

magnitude of these risks.

Policies and procedures are reviewed periodically to reflect both

changes in market conditions and changes in the nature and

volume of Group activities.

The Group does not enter into or trade financial instruments,

including derivative financial instruments, for speculative or hedging

purposes. Specific risk management objectives and policies are set

out below.

The Group uses various methods to measure different types of risk

exposures. These methods include ageing analysis for credit risk,

and sensitivity analysis in the case of foreign exchange risks and

equity price risk.

Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or

the counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from the Group’s

receivables from customers.

2018

$’000

2017

$’000

Maximum exposures to credit

risk at balance date:

Cash and short-term deposits

(counterparty risk)340,455121,020

Trade and other receivables

(customer credit risk)65,49172,874

405,946193,894

Counterparty risk

At balance date, the Group’s bank accounts were held with banks

with acceptable credit ratings determined by recognised credit

agencies, including National Australia Bank Limited, Bank of New

Zealand Limited, HSBC Bank, Great Western Bank and Lloyds Bank.

The Group does not have any other concentrations of counterparty

credit risk.

Customer credit risk

The Group’s exposure to customer credit risk is influenced mainly by

the individual characteristics of each customer. The majority of sales

are to major retailers with established credit worthiness and

minimum levels of default. Other sales are made cash on delivery.

New customers are analysed individually for creditworthiness,

taking into account credit ratings where available, financial position,

previous trading experience and other factors.

In monitoring customer credit risk, customers are assessed

individually by their debtor ageing profile. Monitoring of receivable

balances on an ongoing basis minimises the exposure to bad debts.

Historically, bad debt write-offs have been negligible.

There are significant concentrations of credit risk within the Group.

In 2018 36% of sales were to three customers, all of whom are

major retailers (2017: 36% sales to three customers). There is no

history of default for these customers.

The provision for impairment is recognised based on an assessment

of lifetime expected credit loss.

Notes to the financial statements – Capital and financial

risk management for the year ended 30 June 2018

92 | The a2 Milk CompanyThe a2 Milk Company | 93

2018 Annual Report

Financial statements

D2. Financial risk management (continued)
Equity price risk

The Group is exposed to equity price risk on its listed investment classified and measured at fair value through other comprehensive income

(FVOCI). This risk is not hedged.

The Group monitors this risk exposure by comparing the movement in the quoted share price of this long-term investment against

movements in the NZX index over the same period.

As at 30 June 2018, the exposure to the listed investment at FVOCI was $186,862,000 (2017: $62,049,000). A 10% increase or decrease in

the share price of this listed investment would result in an increase or decrease of $18,686,000 (2017: $6,205,000) in the fair value

revaluation reserve through other comprehensive income, with no effect on profit or loss.

Liquidity risk management

Liquidity risk is the risk that the Group will be unable to meet its obligations as they fall due. This risk is managed by establishing a target

minimum liquidity level, ensuring that ongoing commitments are managed with respect to forecast available cash inflows.

The Group holds significant cash reserves which enable it to meet its obligations as they fall due, and to support operations in the

event of unanticipated external events.

The Group has no borrowings, but has a standby AUD $10 million debtor finance facility available, undrawn as at 30 June 2018 (2017:

AUD $10 million, undrawn).

Contractual maturities of financial liabilities

The Group’s financial liabilities consist entirely of trade payables and accruals.

2018

$’000

2017

$’000

Financial liabilities

Trade payables66,07634,084

Accruals43,86232,933

109,9386 7, 017

These financial liabilities are all payable within three months (2017: three months), with no interest payable.

Fair values

Fair value hierarchy

Financial instruments carried at fair value are classified by valuation method based on the following hierarchy:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices)

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

The listed investment, classified as a financial asset measured at fair value through other comprehensive income, is the only financial

instrument carried by the Group at fair value, with a Level 1 valuation method applied. Carrying amount (equalling fair value) is applied

consistently in the current and prior year to assets and liabilities not recognised in the statement of financial position at fair value.

The following methods and assumptions are used in estimating the fair values of financial instruments:

• listed investment – closing share price as at 30 June 2018 on the New Zealand Stock Exchange; and

• cash and short-term deposits, trade and other receivables and payables – carrying amount equals fair value

D2. Financial risk management (continued)

Foreign currency risk management

The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the US, the United Kingdom, and China;

and the resultant movements in the currencies of those countries against the NZ dollar. The Group does not hedge this risk, but may transfer

cash balances from time-to-time between currencies to reduce exposure or to match underlying liabilities.

Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the

Group based on closing exchange rates as at 30 June, applied to the Group’s financial assets/ (liabilities) at 30 June. Exchange rates and

assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.

The analysis is performed consistently from year to year.

Net exposure on

reporting date

Impact on pre-tax

profit or (loss)

2018$’000$’000$’000

Movement on exchange rate–+10%–10%

AUS Dollar16518(15)

US Dollar(10,790)(1,19 9)981

GB Pounds637(6)

Chinese Yuan Renminbi(4,676)(520)425

Net exposure on

reporting date

Impact on pre-tax

profit or (loss)

2017$’000$’000$’000

Movement on exchange rate–+10%–10%

AUS Dollar58665(53)

US Dollar5,728636(521)

GB Pounds(245)(27)22

Chinese Yuan Renminbi(6,279)(698)571

As the foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other receivables and

payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact on profit or loss.

Exchange rates

The following significant exchange rates applied during the year:

Average rateReporting date spot rate

2018201720182017

AUS Dollar0.91920.94540.92190.9524

US Dollar0.71070.71300.67790.7326

GB Pounds0.52670.56190.518 00.5631

Chinese Yuan Renminbi4.62414.83914.48184.9588

Notes to the financial statements – Capital and financial risk

management for the year ended 30 June 2018

94 | The a2 Milk CompanyThe a2 Milk Company | 95

2018 Annual Report

Financial statements

D5. Share capital
20182017

Movements in contributed equity:

Number

of shares

Share capital

$’000

Number

of shares

Share capital

$’000

Fully paid ordinary shares:

Balance at beginning of year718,238,067134,302712,000,065130,54 8

Movements in the period:

Exercise of options4,231,0002,6663,368,0022,122

Vesting of rights320,000–320,000–

Partly paid shares fully paid7,250,0004,6502,550,0001,666

Share issue costs–(52)–(34)

11,801,0 0 07, 26 46,238,0023,754

Balance at end of year730,039,067141,566718,238,067 134,302

Partly paid ordinary shares:

Balance at beginning of year8,750,000–11,300,000–

Partly paid shares fully paid(7,250,000)–(2,550,000) –

Balance at end of year1,500,000–8,750,000 –

Total ordinary shares on issue731,539,067141,566726,988,067 134,302

Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote per

share at shareholders’ meetings.

Partly paid ordinary shares carry the same rights and entitlements on a fractional basis, as fully paid ordinary shares, with such fractions

being the equivalent to the proportion which the amount paid is of the total amount paid and amounts still payable on the shares.

The company does not have authorised capital or par value in respect of its issued shares.

D6. Reserves

Details of the following reserve accounts are set out in the consolidated statement of changes in equity.

Employee equity settled payments reserve

The employee equity settled payments reserve is used to record the value of share based payments provided to employees and contractors,

including key management personnel.

Fair value revaluation reserve

The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets measured

at fair value through other comprehensive income.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements

of foreign operations.

D3. Cash & short-term deposits

2018

$’000

2017

$’000

Cash at banks and on hand154,75091,020

Short-term deposits185,70530,000

340,455121,020

Bank balances and cash comprise cash held by the Group. Interest is earned at floating rates based on daily bank deposit rates. The carrying

value of cash assets approximates their fair value.

Cash at banks and on hand includes AUD 91,338,000 (2017: AUD 25,697,000), GBP 4,922,000 (2017: GBP 1,332,000), USD 17,093,000

(2017: USD 11,455,000), and RMB 30,788,000 (2017: RMB 1,967,000).

Currency controls restrict the extent to which cash held in China can be converted and remitted for use elsewhere in the Group.

Recognition and measurement

Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand and short-term deposits with an

original maturity of three months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant

risk of changes in value.

D4. Cash flow information

Reconciliation of after tax profit with net cash flows from operating activities

2018

$’000

2017

$’000

Net profit for the year195,68490,646

Adjustments for non-cash items:

Depreciation & amortisation 2,1742,689

Loss on disposal–103

Impairment of goodwill, trademarks and project development costs–2,435

Share-based payments2,6122,528

Net foreign exchange gain(2,537)(991)

Deferred tax(2,907)1,326

Changes in working capital:

Trade and other receivables7, 3 8 3( 27, 4 6 7 )

Prepayments(58)(20,858)

Inventories(35,664)24 ,119

Trade and other payables44,8625,055

Income tax payable19,55920,358

Net cash inflow from operating activities231,10 899,943

Notes to the financial statements – Capital and financial risk

management for the year ended 30 June 2018

96 | The a2 Milk CompanyThe a2 Milk Company | 97

2018 Annual Report

Financial statements

E. Group structure
This section provides details of the Group structure and the entities included in the consolidated financial statements.

E1. Consolidated entities

Details of the Company’s subsidiaries at 30 June 2018 are as follows:

Parties to

Deed of Cross

Guarantee

(note E2)*

Principal place

of business

Proportion of

ownership interest

20182017

Parent entity:

The a2 Milk Company LimitedüNew Zealand––

Subsidiaries:

The a2 Milk Company (Export) Limited –New Zealand100%100%

A2 Holdings UK Limited–New Zealand100%100%

A2 Infant Nutrition Limitedü

#

New Zealand100%100%

The a2 Milk Company (New Zealand) Limited –New Zealand100%100%

a2 Australian Investments Pty. Limited. üAustralia100%100%

a2 Botany Pty LtdüAustralia100%100%

The a2 Milk Company (Australia) Pty LtdüAustralia100%100%

a2 Exports Australia Pty LimitedüAustralia100%100%

a2 Infant Nutrition Australia Pty LtdüAustralia100%100%

The a2 Milk Company Limited –UK100%100%

The a2 Milk Company LLC–USA100%100%

The a2 Milk Company–USA100%100%

The a2 Milk Company Limited–Canada100%100%

A2 Infant Nutrition (Shanghai) Co., Ltd–China100%100%

The a2 Milk Company (Singapore) Pte. Ltd–Singapore100%–

* Each party to the Deed of Cross Guarantee is a member of the ‘closed group’ under the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

# A2 Infant Nutrition Limited has received an ASIC revocation notice under section 601 CK(7) of the Corporations Act 2001, providing relief from the requirement to

prepare and lodge an audited financial report in Australia.

The a2 Milk Company (Singapore) Pte. Ltd was incorporated on 5 October 2017. There were no other entities over which the Company

gained or lost control during the year.

All subsidiaries have a balance date of 30 June, except for The a2 Milk Company LLC, A2 Infant Nutrition (Shanghai) Co., Ltd, and The a2

Milk Company (Singapore) Pte. Ltd which have a balance date of 31 December.

Recognition and measurement

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial statements of

subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those of

the Group.

Transactions eliminated on consolidation

Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in

preparing the consolidated financial statements.

D7. Capital expenditure commitments

As at 30 June 2018, there were no capital expenditure commitments (2017: $nil).

D8. Operating lease commitments

The Group has entered into operating leases for office and industrial premises, and motor vehicles. There are no financial restrictions placed

upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for additional terms.

All lease contracts contain market review clauses in the event that the Company exercises its option to renew. The Company has an option

to purchase a leased industrial property at the expiry of the relevant lease period.

Future minimum rentals payable under non-cancellable operating leases

2018

$’000

2017

$’000

Not longer than 1 year2,1261,702

Longer than 1 year and not longer than 5 years3,7264,720

Longer than 5 years––

5,8526,422

Recognition and measurement

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement at inception date,

whether fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the

asset, even if that right is not explicitly specified in an arrangement.

Group as a lessee

Leases under which a significant proportion of the risks and rewards remain with the lessor are classified as operating leases.

Operating lease payments are recognised as an operating expense in the statement of comprehensive income on a straight line basis over

the lease term. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments

between rental expense and reduction of the liability.

D9. Contingent liabilities

As at 30 June 2018, there were no material contingent liabilities (2017: $nil).

Notes to the financial statements – Capital and financial risk

management for the year ended 30 June 2018

Notes to the financial statements – Group structure

for the year ended 30 June 2018

98 | The a2 Milk CompanyThe a2 Milk Company | 99

2018 Annual Report

Financial statements

E2. Deed of cross guarantee (continued)
Statement of financial position

as at 30 June 2018

2018

$’000

2017

$’000

Assets

Current assets

Cash & short-term deposits 311, 3 4 6112, 28 9

Trade & other receivables 67,22279,564

Prepayments35,43135,284

Inventories62,52027, 8 71

Total current assets476,519255,008

Non-current assets

Property, plant & equipment 9,2548,019

Intangible assets13,02811, 0 93

Other financial assets141,29585,462

Deferred tax asset3,7621,730

Total non-current assets167,339106,304

Total assets643,858361,312

Liabilities

Current liabilities

Trade & other payables121,47465,784

Income tax payable50,53031,173

Total current liabilities172,0 0 496,957

Non-current liabilities

Trade & other payables1,2471,225

Total non-current liabilities1,2471,225

Total liabilities173, 2519 8 ,182

Net assets470,607263,13 0

Equity

Share capital 141,566134,302

Retained earnings 323,797126,765

Reserves 5,2442,063

Total equity470,607263,13 0

E2. Deed of cross guarantee

Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned subsidiaries

listed in Note E1 as parties to the Deed of Cross Guarantee are relieved from the Corporations Act 2001 requirements for preparation, audit

and lodgement of financial reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross

Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the event

of winding up of the other party under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the

Act, the guarantee will only apply if after six months after a resolution or order for winding up any creditor has not been paid in full.

A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities

which are parties to the Deed of Cross Guarantee (each party being a member of the closed group), after eliminating all transactions

between parties to the Deed of Cross Guarantee, at 30 June 2018 are set out as follows:

Statement of comprehensive income and retained earnings

for the year ended 30 June 2018

2018

$’000

2017

$’000

Revenue8 9 6 , 611528,507

Expenses(617,080)(384,625)

Finance income (net)3,18 01,246

Profit before tax28 2,711145,128

Income tax expense(85,679)(47, 6 41)

Profit after tax197,03297, 4 8 7

Other comprehensive income5694,197

Total comprehensive income for the year197, 6 01101,68 4

Retained earnings at beginning of the year126,76529,278

Transfers to and from reserves(569)(4,197)

Retained earnings at end of year323,797126,765

Notes to the financial statements – Group structure

for the year ended 30 June 2018

100 | The a2 Milk CompanyThe a2 Milk Company | 101

2018 Annual Report

Financial statements

F2. Share-based payments
Long term incentives (LTI)

The LTI plan is designed to retain and motivate senior executives and management to achieve the Group’s long term strategic goals by

providing rewards that align the interests of the executives and management with shareholders. Performance rights are currently issued

under the LTI plan; and options were previously issued in FY2015 and FY2016.

During the year the Board authorised the issue of 710,200 performance rights (2017: 982,000) to senior employees under the LTI plan.

The FY2018 and FY2017 awards vest subject to an earnings per share (EPS) performance hurdle, and continuing employment. The absolute

EPS hurdle is a minimum diluted EPS compound annual growth rate (CAGR) increase of 15% over the performance period, with no

retesting. 50% of the awards will vest if diluted EPS CAGR of 15% is achieved, and up to a maximum of 100% of the award will vest if

diluted EPS CAGR of either 20% or more, or 25% or more is achieved, as follows:

Grants:Performance periodPerformance hurdles

50%100%

FY2017

982,000 rights3 yearsEPS CAGR 15%EPS CAGR 25%

FY2018

406,000 rights3 yearsEPS CAGR 15%EPS CAGR 20%

304,200 rights2 yearsEPS CAGR 15%EPS CAGR 25%

The FY2016 awards of options vest subject to share price growth performance hurdles over a five year performance period, and continuing

employment. The absolute share price growth hurdle is a minimum share price CAGR of 10% over the performance period, subject to

annual retesting until the performance condition is met, or the performance period ends.

On vesting, options are exercised on payment of the exercise price. No amount is payable upon vesting of the rights and conversion to

shares. Each exercised option or right is an entitlement to one fully paid share in the Company.

No dividends are paid on options and rights, and they do not entitle their holder to attend or vote at Company meetings.

LTI outstanding as at 30 June 2018NumberGrant datesVesting dateExpiry date

Performance rights – FY2017 grants902,0008 - Feb -17 &

10 - Mar-17

8-Feb-20

& 10-Mar-20

8-Feb-20 &

10-Mar-20

Performance rights – FY2018 grants710,20028 -Sep -17 &

6 - Mar-18

1-Sep-20 &

6 -Mar-21

28-Jun-21

& 6 - D e c-21

1,612,20 0

Options – FY2015 grants3,300,00030 - Mar-1530-Mar-16 –

30-Mar-20

30-Jun-20

Options – FY2016 grants9,10 0,9 9 812-Aug -1512-Aug -16 –

12-Aug -20

12- May-21

12,4 0 0,998

F. Other disclosures

F1. Related party transactions

Ultimate Parent

The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries as listed

in Note E1.

Key management personnel

Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and

controlling the activities of the Group, and includes the directors, and a number of senior executives.

Key management personnel compensation:

2018

$’000

2017

$’000

Short-term employee benefits4,7175,770

Other long-term benefits155105

Share-based payments1,1102,033

5,9827,9 0 8

Key management personnel include the following senior executives:

Chief Financial Officer

Chief Executive, Asia Pacific

Chief Executive, USA

Owing to ongoing growth and the evolution of the management structure of the business, the senior executives noted above are identified

as key management personnel for the year ended 30 June 2018.

Transactions with key management personnel and their related parties

The following table provides details of transactions that were entered into for the relevant financial year.

Related partiesSales Other transactions

Outstanding

receivables/ (payables)

2018

$’000

2017

$’000

2018

$’000

2017

$’000

2018

$’000

2017

$’000

A2 Holdings UK Limited – consultancy fees payable to

Lovat Partners Limited, an entity controlled by David

Hearn, Chair of the Company. The fees were charged at

commercial rates.––8575(85)–

A2 Infant Nutrition Australia Pty Ltd sells infant formula

and whole milk powder products to a pharmacy owned

and managed by the spouse of a member of the key

management personnel of the Company. Sales are

made at arm’s length, on standard commercial terms.–8,540––––

No amounts were receivable from related parties at year end.

Loans to key management personnel and their related parties

No loans were outstanding or made to key management personnel and their related parties at any time during the 2018 and 2017 financial years.

Notes to the financial statements – Other disclosures

for the year ended 30 June 2018

102 | The a2 Milk CompanyThe a2 Milk Company | 103

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Financial statements

F2. Share-based payments (continued)
Partly paid shares (PPS) – legacy scheme

Partly paid ordinary shares were issued in financial years prior to 30 June 2014. No further grants will be awarded under this scheme. A total

of 1,500,000 PPS (2017: 8,750,000) remain unexercised as at 30 June 2018, held by one senior executive (2017: three senior executives).

The PPS vest in tranches during the vesting period, with final vesting dates between July 2018 and April 2019 (settlement date).

The employees have an unconditional right to put the partly paid shares to the Company prior to settlement date and receive a full

refund of any monies paid.

Partly paid shares carry the same rights and entitlements, on a fractional basis, as fully paid ordinary shares, with such fractions being

equivalent to the proportion which the amount paid is of the total amount paid and the amounts still payable on the shares.

Partly paid shares movements:

Number

2018

Number

2017

Outstanding at the beginning of the year8,750,00011,300,000

Forfeited during the period

––

Exercised during the period (7,250,000)(2,550,000)

Outstanding at the end of the year1,500,0008,750,000

Exercisable at end of year–2,950,000

The weighted average remaining contractual life of PPS is 0.8 years (2017: 1.4 years)

Amounts recognised in the consolidated statement of comprehensive income

During the year ended 30 June 2018, a $2,612,000 expense was recognised in the consolidated statement of comprehensive income for

equity settled share-based payment awards (2017: $2,528,000).

Recognition and measurement

The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a corresponding

increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to the awards.

The amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related service and

non-market vesting conditions are expected to be met, but is not adjusted when market performance conditions are not met.

F3. Auditor’s remuneration

The auditor of the Company is Ernst & Young Australia.

Amounts received or due and receivable by Ernst & Young for:

2018

$’000

2017

$’000

An audit or review of the financial report of the Group609434

Other services:

Market research119139

Sustainability reporting advisory65–

Tax advisor y–38

793611

F4. Subsequent events

Other than the announcement of a further investment in Synlait Milk Limited described in note C6, no other matters or circumstances have

arisen since the end of the financial year which have significantly affected or may significantly affect the operations, the results of these

operations or state of affairs of the Group in subsequent financial years.

F2. Share-based payments (continued)

Long term incentives (LTI) (continued)

The options and performance rights granted in FY2015 and FY2016 vest in five equal tranches over five years, commencing on the first

anniversary of the date of the grant.

Performance rights movements:

Number

2018

Number

2017

Outstanding at the beginning of the year2,262,0001,600,000

Forfeited during the period (1,040,000)–

Granted during the period 710,200982,000

Vested during the period (320,000)(320,000)

Outstanding at the end of the year1,612,20 02,262,000

The weighted average remaining contractual life of rights is 1.9 years (2017: 2.9 years)

Options movements:

Weighted

average

exercise price

2018

Number

2018

Weighted

average

exercise price

2017

Number

2017

Outstanding at the beginning of the year$0.63 16,631,998$0.63 20,000,000

Forfeited during the period ––––

Granted during the period ––––

Exercised during the period $0.63(4,231,000)$0.63(3,368,002)

Outstanding at the end of the year$0.6312,4 0 0,998$0.6316,631,998

Exercisable at end of year1,40 0,9981,631,998

The weighted average remaining contractual life of options is 2.6 years (2017: 3.7 years)

The weighted average share price on exercise of the options in the period was $7.05

The fair value of services received in return for performance rights or options granted to employees is measured by reference to the fair value

of the performance rights or options granted. The estimate of the fair value of the services received is measured by reference to the vesting

conditions specific to the grant based on a Monte-Carlo simulation option pricing model.

Fair value of performance rights granted during the year and assumptions20182017

September 2017March 2018

Fair value at measurement date$5.75$12.65$2.40

Share price at grant date$6.54$12.75$2.40

Performance rights life2.18 y r s2.68yrs2.62yrs

Expected dividend yield –––

Risk-free interest rate 2.10%1.89%1.93%

Historical volatility30%30%30%

Notes to the financial statements – Other disclosures

for the year ended 30 June 2018

104 | The a2 Milk CompanyThe a2 Milk Company | 105

2018 Annual Report

Financial statements

Other
information

Contents

Company disclosures 108

Corporate directory 116

The a2 Milk Company | 107

2018 Annual Report

Other information

Company disclosures
1.Substantial product holders

The shares of the Company are quoted on NZX, the ASX and Chi-X.

According to substantial product holder notices and the Company’s records, the following persons were substantial product holders in

respect of the fully paid ordinary shares of the Company as at 30 June 2018 (such disclosure being required by the Financial Markets

Conduct Act 2013 (NZ)) and as at 1 August 2018 (such disclosure being required by the ASX Listing Rules):

As at 30 June 2018As at 1 August 2018

Name

Number of Ordinary Shares

in the Company in which a

Relevant Interest is held

%

of Ordinary

shares held

Number of Ordinary Shares in the

Company in which a Relevant

Interest is held

%

of Ordinary

shares held

Commonwealth Bank of

Australia

53,591,0577. 3 453,591,0577. 3 4

The total number of voting shares on issue as at 30 June 2018 and 1 August 2018 was 731,539,067; consisting of 730,039,067 fully

paid shares and 1,500,000 partly paid shares.

2. Voting rights

Each fully paid ordinary share of the Company gives the holder the right to cast one vote per Shareholder on a show of hands and one

vote per share on a poll on any resolution.

Each partly paid ordinary share carries a fractional voting right, such fractions being the equivalent to the proportion which the amount

paid is of the total amount paid and amounts still payable on the shares.

3. Directors’ relevant interests & share dealings

Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company

during the period 1 July 2017 to 30 June 2018:

Registered holder

Beneficial/

Non-beneficial

Acquired /

(Sold)Class of financial productDate

Consideration paid

/ (received)

Geoffrey Babidge

GCAA Investments Pty LtdBeneficial1,000,000Fully paid ordinary shares23 Aug 17NZ$633,600

1

GCAA Investments Pty LtdBeneficial(1,000,000)Fully paid ordinary shares24 Aug 17(NZ$5,432,539)

GCAA Investments Pty LtdBeneficial2,000,000Fully paid ordinary shares22 Feb 18NZ$1,267,200

1

GCAA Investments Pty LtdBeneficial(1,500,000)Fully paid ordinary shares22, 23 & 26 Feb 18(NZ$19,729,466)

GCAA Investments Pty LtdBeneficial2,000,000Fully paid ordinary shares9 Mar 18NZ$1,267,200

1

David Hearn

Lovat Partners LimitedBeneficial500,000Fully paid ordinary shares23 Aug 17NZ$315,000

2

David Lovat Gordon HearnBeneficial(500,000)Fully paid ordinary shares24 Aug 17(NZ$2,744,900)

2

Lovat Partners LimitedBeneficial200,000Fully paid ordinary shares23 Feb 18NZ$126,000

2

David Lovat Gordon HearnBeneficial(200,000)Fully paid ordinary shares23 Feb 18(NZ$2,536,820)

2

Peter Hinton

Peter Bruce HintonBeneficial(240,000)Fully paid ordinary shares24 Aug 17(NZ$1,296,000)

3

Peter Bruce HintonBeneficial(35,000)Fully paid ordinary shares24 Aug 17(NZ$183,050)

Peter Bruce HintonBeneficial(125,000)Fully paid ordinary shares23 – 27 Feb 18(NZ$1,622,004)

1 Payment in full of partly paid shares.

2 Reflects (i) issue of ordinary shares following exercise of options held by Lovat Partners Limited; (ii) subsequent transfer of those ordinary shares from Lovat Partners

Limited to David Hearn; and (iii) subsequent sale by David Hearn of those ordinary shares on market.

3 Sale by Peter Hinton of 240,000 ordinary shares off market to his spouse.


Directors of the Company as at 30 June 2018 held the following relevant interests in the financial products of the Company as at

that date:

Registered holder

Beneficial/

Non-beneficialBalance heldClass of financial product

Geoffrey Babidge

GCAA Investments Pty LtdBeneficial2,500,000Fully paid ordinary shares

David Hearn

Lovat Partners LimitedBeneficial3,300,000Unlisted options to acquire ordinary shares

David Lovat Gordon HearnBeneficial100,000Fully paid Ordinary Shares

Julia Hoare

Julia Cecile HoareBeneficial50,000Fully paid Ordinary Shares

Peter Hinton

Peter Bruce HintonBeneficial650,000Fully paid Ordinary Shares

Warwick Every-Burns

Warwick Every-Burns as trustee of Wake Super FundBeneficial75,000Fully paid Ordinary Shares

Kathryn Every-BurnsBeneficial25,000Fully paid Ordinary Shares

Jesse Wu

Jesse Jen-Wei WuBeneficial27,000Fully paid Ordinary Shares

108 | The a2 Milk CompanyThe a2 Milk Company | 109

2018 Annual Report

Other information

4. Twenty largest fully paid equity security holders
The names of the 20 largest holders of ordinary shares in the Company as at 1 August 2018 are listed below:

Number of shares%

HSBC Custody Nominees (Australia) Limited85,063,86711. 6 5

HSBC Nominees (New Zealand) Limited56,59 0,10 97.75

JP Morgan Chase Bank50,093,8676.86

Citibank Nominees (NZ) Ltd42, 4 97, 2015.82

J P Morgan Nominees Australia Limited37,804,0445.18

Citicorp Nominees Pty Limited34,903,2064.78

HSBC Nominees (New Zealand) Limited3 4 , 327, 0704.70

National Nominees Limited20,970,1432.87

Tea Custodians Limited19,003,5352.60

Accident Compensation Corporation18,523,8272.54

Citicorp Nominees Pty Limited16,954,1592.32

Cogent Nominees Limited15,553,3812.13

National Nominees New Zealand Limited8,888,6051.22

New Zealand Superannuation Fund Nominees Limited8,363,6391.15

Premier Nominees Limited7, 8 51,19 81.08

BNP Paribas Nominees Pty Ltd7,113, 6 0 40.97

BNP Paribas Nominees NZ Limited6,372,7180.87

Cogent Nominees (NZ) Limited3,805,9500.52

HSBC Custody Nominees (Australia) Limited3,368,8 410.46

New Zealand Depository Nominee Limited3,288,5020.45

Total481,337,46665.92

5. Spread of security holders as at 1 August 2018 and number of holders

a) Fully paid ordinary shareholders

Size of ShareholdingNumber of holdersNumber of shares%

1-1,00023,57410,440,4891.43

1,001-5,00015,3733 8 ,6 01,14 85.29

5,001-10,0003,58827,115,2743.71

10,001-100,0003,10 078,365,03410.73

100,001 shares or more232575 , 517,12 278.84

45,867730,039,067100.00

As at 1 August 2018, the number of holders with between 1 and 24 ordinary shares (being less than a minimum holding under the

NZX Listing Rules based on the closing market price) was 11 and the number of holders with less than a marketable share parcel of the

Company’s fully paid ordinary shares of AU$500 (under the ASX Listing Rules), based on the closing market price, was 1,148.


b) Partly paid ordinary shareholders (unlisted securities not quoted by the ASX)

Size of ShareholdingNumber of holdersNumber of shares%

100,001 partly paid shares or more11,500,000100.00

11,500,000100.00


c) Options to acquire ordinary shares (unlisted securities not quoted by the ASX or NZX)

Size of holdingNumber of holdersNumber of options%

100,001 options or more712,400,998100.00

712,400,998100.00


d) Performance rights (unlisted securities not quoted by the ASX or NZX)

Size of holdingNumber of holdersNumber of rights%

5,001 to 10,000 213,30 00.71

10,001 – 100,000 18986,7005 3 .11

100,001 performance rights or more48 57,9 8 74 6 .18

241, 8 57,9 8 7100.00


e) Time-based rights (unlisted securities not quoted by the ASX or NZX)

Size of holdingNumber of holdersNumber of rights%

10,001 – 100,000 193,80913.54

100,001 time-based rights or more1599,25486.46

2693,063100.00

Company disclosures

110 | The a2 Milk CompanyThe a2 Milk Company | 111

2018 Annual Report

Other information

6. Credit rating status
Not applicable.

7. NZX Waivers

There were no waivers granted and published by NZX during the reporting period ended 30 June 2018.

8. Particulars of notices or statements given to or approved by the Board

8.1. Interests register

The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the

directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.

Directors have declared interests during the reporting period ended 30 June 2018 as follows:

• The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are

protected against liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries

• The Company has provided Deeds of Indemnity to all directors for potential liabilities and costs they may incur for acts or omissions

in their capacity as directors of the Company and its subsidiaries

• Directors’ relevant interests and share dealings as outlined in section 3, above

Refer to Note F1 to the financial statements for consultancy transactions entered into with David Hearn.

8.2. Other positions held

During the reporting period ended 30 June 2018, directors advised the Company of changes to interests in the following entities:

Name of DirectorEntityPosition

Julia HoareAuckland International Airport LimitedDirector

Peter HintonKaru Investment Holdings LimitedDirector

Peter Hinton666 Investment Holdings LimitedDirector

David HearnLifecare Residences NZ LimitedCeased to be director

Jesse WuAptar Group IncDirector

8.3. Directors of subsidiary companies

The following persons held office as directors of subsidiary companies during the year ended 30 June 2018.

SubsidiaryJurisdictionDirectors

The a2 Milk Company (Export) Limited New ZealandGeoffrey Babidge

Craig Louttit

a2 Australian Investments Pty LimitedAustraliaGeoffrey Babidge

Craig Louttit

a2 Botany Pty LtdAustraliaGeoffrey Babidge

Craig Louttit

The a2 Milk Company (Australia) Pty LtdAustraliaGeoffrey Babidge

Peter Nathan

A2 Infant Nutrition LimitedNew ZealandGeoffrey Babidge

Simon Hennessy

John Scott Wotherspoon (Resigned: 17 August 2017)

Peter Nathan (Appointed: 17 August 2017)

A2 Holdings UK LimitedNew ZealandGeoffrey Babidge

Craig Louttit

a2 Infant Nutrition Australia Pty LtdAustraliaGeoffrey Babidge

Peter Nathan

a2 Exports Australia Pty LimitedAustraliaGeoffrey Babidge

Craig Louttit

The a2 Milk Company (New Zealand)

Limited

New ZealandGeoffrey Babidge

Julia Hoare

The a2 Milk Company Limited British Columbia, CanadaGeoffrey Babidge

Craig Louttit

The a2 Milk Company Limited Scotland, UKDavid Hearn

William Keane

Geoffrey Babidge

John Scott Wotherspoon

The a2 Milk Company (Delaware, USA)Delaware, USAGeoffrey Babidge

David Hearn

The a2 Milk Company LLC (USA)Delaware, USAGeoffrey Babidge

Craig Louttit

A2 Infant Nutrition (Shanghai) Co., Ltd ChinaJohn Scott Wotherspoon (Resigned: 18 December 2017)

Jane Xu (Appointed: 18 December 2017; Resigned 15 June 2018)

Michael Bracka (Appointed: 15 June 2018)

The a2 Milk Company (Singapore)

Pte. Ltd

SingaporeGeoffrey Babidge (Appointed: 5 October 2017)

Craig Louttit (Appointed: 5 October 2017)

Shaun Singh (Appointed: 5 October 2017)

No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their

role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings

for remuneration disclosed under employee remuneration range in section 12, below.

8.4. Use of company information

The Board received no notices during the period from directors requesting to use Company information received in their capacity as

directors which would not have been otherwise available to them.

Company disclosures

112 | The a2 Milk CompanyThe a2 Milk Company | 113

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Other information

9. Limitations on the acquisition of securities
The Company is not subject to chapters 6, 6A, 6B and 6C of the

Corporations Act 2001 (Cth, Australia) dealing with the acquisition

of its shares (including substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by New

Zealand law are as follows:

(i) In general, fully paid ordinary shares in the Company are freely

transferable, and the only significant restrictions or limitations in

relation to the acquisition of fully paid ordinary shares in the

Company are those imposed by New Zealand laws relating to

takeovers, overseas investment and competition.

(ii) The New Zealand Takeovers Code creates a general rule under

which the acquisition of more than 20% of the voting rights in

the Company, or the increase of an existing holding of 20% or

more of the voting rights in the Company, can only occur in

certain permitted ways. These include a full takeover offer, a

partial takeover offer, an acquisition approved by an ordinary

resolution, an allotment approved by an ordinary resolution, a

creeping acquisition (in certain circumstances) or compulsory

acquisition if a shareholder holds 90% or more shares in the

Company, in each case in accordance with the New Zealand

Takeovers Code.

(iii) The New Zealand Overseas Investment Act 2005 regulates

certain investments in New Zealand by overseas persons. In

general terms, the consent of the New Zealand Overseas

Investment Office will likely be required where an ‘overseas

person’ acquires shares or an interest in shares in the Company

that amount to more than 25% of the shares issued by the

Company or, if the overseas person already holds 25% or more,

the acquisition increases that holding.

(iv) The New Zealand Commerce Act 1986 is likely to prevent a

person from acquiring shares in the Company if the acquisition

would have, or would be likely to have, the effect of substantially

lessening competition in a market.

The Company has complied with, and continues to comply with,

the requirements of the NZX Listing Rules with respect to the

issue of new securities.

10. On-market buy-back

There is no current on-market buy-back of the Company’s

securities.

11. Donations

The Company and its subsidiaries have made donations of cash

and inventories totalling NZ$ 50,852 during the year ended

30 June 2018 (2017: NZ$ 193,000), primarily related to

donations of inventory to not for profit and charitable

organisations including to Foodbank Australia, one of

Australia’s largest hunger relief organisations.

12. Employee remuneration range

The following table shows the number of employees and former

employees of the Company and its subsidiaries (not being directors

or former directors of the Company) who, in their capacity as

employees, received remuneration and other benefits valued at or

in excess of $100,000 during the year to 30 June 2018.

The remuneration bands are expressed in New Zealand Dollars.

Remuneration Range

$ (Gross)

Number of

employees in

the year ended

30 June 2018

(Based on actual

payments)

Value of

exercised

options and

rights included

in remuneration

range

$100,000 - $109,9994–

$110 , 0 0 0 - $119,9 9 97–

$120,0 0 0 - $129,9997–

$130,0 0 0 - $139,9994–

$14 0,0 0 0 - $149,9992–

$150,0 0 0 - $159,9994–

$16 0,0 0 0 - $169,9994–

$170,0 0 0 - $179,9994–

$18 0,0 0 0 - $189,9993–

$190,000 - $199,9993–

$250,000 - $259,9992–

$260,000 - $269,9995–

$310,000 - $319,9992–

$320,000 - $329,9991–

$340,000 - $349,9991–

$360,000 - $369,9991–

$380,000 - $389,9993–

$530,000 - $539,9991–

$710,000 - $719,9991–

$1,590,000 - $1,599,99911,086,000

$2,400,000 - $2,409,99911,936,000

$2,440,000 - $2,449,99911,936,000

$2,980,000 - $2,989,99912,420,000

$4,840,000 - $4,849,99913,872,000

$12, 28 0,0 0 0 - $12, 289,999111,702, 0 4 0

Total6522,952,040

Company disclosures

The table includes base salaries, short-term incentives,

contributions paid to an individual’s superannuation fund, or, if an

individual is a KiwiSaver member, contributions of 3% of gross

earnings towards that individual’s KiwiSaver scheme and exercised

options. The table does not include amounts paid after 30 June

2018 relating to FY18, and long-term incentives that have been

granted and have not yet vested or been exercised (as applicable).

13. Reconciliation of EBITDA to net profit

after tax

Earnings before interest, tax, depreciation and amortisation

(EBITDA) is a non-GAAP measure. However, the Company

believes that it provides investors with a comprehensive

understanding of the underlying performance of the business.

2018

$’000

2017

$’000

EBITDA

283,037141,153

Depreciation & amortisation(2,174)(2,689)

EBIT

280,863138,464

Interest income

2,369887

Income tax expense

(87,548)(48,705)

Net profit after tax195,68490,646

114 | The a2 Milk CompanyThe a2 Milk Company | 115

2018 Annual Report

Other information

Corporate directory
Company

The a2 Milk Company Limited

Level 10

51 Shortland Street Auckland 1010

New Zealand

New Zealand share registry

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone: +64 9 375 5998

Australian share registry

Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia

Telephone: +61 1300 554 474

Registered offices

Level 10

51 Shortland Street

Auckland 1010

New Zealand

Level 4

182 Blues Point Road

McMahons Point NSW 2060

Australia

Telephone: +61 2 9697 7000

Auditor

Ernst & Young

200 George Street

Sydney NSW 2000

Australia

Corporate website

www.thea2milkcompany.com

116 | The a2 Milk Company

2018 Annual Report

Other information

The a2 Milk Company | 117

thea2milkcompany.com

---

Page 1
Rules 4.7.3 and 4.10.3

1


Appendix 4G



Key to Disclosures

Corporate Governance Council Principles and Recommendations




Name of entity:

The a2 Milk Company Limited


ABN / ARBN: Financial year ended:

158 331 965 30 June 2018


Our corporate governance statement

2

for the above period above can be found at:

3



These pages of our annual report: pages 40 to 63


This URL on our website:


The Corporate Governance Statement is accurate and up to date as at 22 August 2018 and has been approved by the

board.


The annexure includes a key to where our corporate governance disclosures can be located.


Date: 22 August 2018

Name of Director or Secretary authorising

lodgement:

Jayne Hrdlicka



1

Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate

governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The

corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate

Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate

governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not

following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must

lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance

statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2

“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the

extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3

Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s

corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just

retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can

also, if you wish, delete the “OR” at the end of the selection.


Page 2

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES


Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

(a) the respective roles and responsibilities of its board and

management; and

(b) those matters expressly reserved to the board and those

delegated to management.


... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report - page

45)

☐ at [insert location]

... and information about the respective roles and responsibilities of

our board and management (including those matters expressly

reserved to the board and those delegated to management):

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.2

A listed entity should:

(a) undertake appropriate checks before appointing a person, or

putting forward to security holders a candidate for election,

as a director; and

(b) provide security holders with all material information in its

possession relevant to a decision on whether or not to elect

or re-elect a director.


... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Nominations, appointments and ongoing education – page 50)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.3

A listed entity should have a written agreement with each director

and senior executive setting out the terms of their appointment.



... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Nominations, appointments and ongoing education – page 49)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

directly to the board, through the chair, on all matters to do with the

proper functioning of the board.



... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report – Role

of Company Secretary – page 45)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 3

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

1.5

A listed entity should:

(a) have a diversity policy which includes requirements for the

board or a relevant committee of the board to set

measurable objectives for achieving gender diversity and to

assess annually both the objectives and the entity’s progress

in achieving them;

(b) disclose that policy or a summary of it; and

(c) disclose as at the end of each reporting period the

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance

with the entity’s diversity policy and its progress towards

achieving them and either:

(1) the respective proportions of men and women on the

board, in senior executive positions and across the

whole organisation (including how the entity has defined

“senior executive” for these purposes); or

(2) if the entity is a “relevant employer” under the Workplace

Gender Equality Act, the entity’s most recent “Gender

Equality Indicators”, as defined in and published under

that Act.


... the fact that we have a diversity policy that complies with

paragraph (a):

☒ in our Annual Report – Our people section – page 36)

☐ at [insert location]

... and a copy of our diversity policy or a summary of it:

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

... and the measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance with our

diversity policy and our progress towards achieving them:

☒ in our Annual Report – Gender representation across the Group

– page 37)

☐ at [insert location]

... and the information referred to in paragraphs (c)(1) or (2):

☐ in our Corporate Governance Statement OR

☐ at [insert location]



☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable



1.6

A listed entity should:

(a) have and disclose a process for periodically evaluating the

performance of the board, its committees and individual

directors; and

(b) disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

period in accordance with that process.

... the evaluation process referred to in paragraph (a):

☒ in our Corporate Governance Statement (Annual Report –

Performance review of Board, Board committees and individual

directors – page 50)

☐ at [insert location]

... and the information referred to in paragraph (b):

☒ in our Corporate Governance Statement (Annual Report –

Performance review of Board, Board committees and individual

directors – page 50)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 4

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

1.7

A listed entity should:

(a) have and disclose a process for periodically evaluating the

performance of its senior executives; and

(b) disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

period in accordance with that process.

... the evaluation process referred to in paragraph (a):

☒ in our Corporate Governance Statement (Annual Report –

Managing executive performance – page 59)

☐ at [insert location]

... and the information referred to in paragraph (b):

☒ in our Corporate Governance Statement (Annual Report –

Managing executive performance – page 59)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 5

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

(a) have a nomination committee which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have a nomination committee, disclose that

fact and the processes it employs to address board

succession issues and to ensure that the board has the

appropriate balance of skills, knowledge, experience,

independence and diversity to enable it to discharge its

duties and responsibilities effectively.

[If the entity complies with paragraph (a):]

... the fact that we have a nomination committee that complies with

paragraphs (1) and (2):

☒ in our Corporate Governance Statement (Annual Report –

Nomination Committee – page 47)

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

... and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Governance Statement (Annual Report –

Record of attendance at Board and committee meetings – page

48)

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have a nomination committee and the

processes we employ to address board succession issues and to

ensure that the board has the appropriate balance of skills,

knowledge, experience, independence and diversity to enable it to

discharge its duties and responsibilities effectively:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.2

A listed entity should have and disclose a board skills matrix

setting out the mix of skills and diversity that the board currently

has or is looking to achieve in its membership.


... our board skills matrix:

☒ in our Corporate Governance Statement (Annual Report –

Board skills matrix – page 46)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 6

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

2.3

A listed entity should disclose:

(a) the names of the directors considered by the board to be

independent directors;

(b) if a director has an interest, position, association or

relationship of the type described in Box 2.3 but the board

is of the opinion that it does not compromise the

independence of the director, the nature of the interest,

position, association or relationship in question and an

explanation of why the board is of that opinion; and

(c) the length of service of each director.

... the names of the directors considered by the board to be

independent directors:

☒ in our Corporate Governance Statement (Annual Report –

Director independence – page 47)

☐ at [insert location]

... and, where applicable, the information referred to in paragraph (b):

☒ in our Corporate Governance Statement (Annual Report –

Director independence – page 43)

☐ at [insert location]

... and the length of service of each director:

☒ in our Corporate Governance Statement (Annual Report – Our

directors – page 40)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

2.4

A majority of the board of a listed entity should be independent

directors.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Director independence – page 46)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.5

The chair of the board of a listed entity should be an independent

director and, in particular, should not be the same person as the

CEO of the entity.

... the fact that we follow this recommendation:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☒ an explanation why that is so in our Corporate Governance

Statement (Annual Report – Corporate governance statement

– page 43)

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.6

A listed entity should have a program for inducting new directors

and provide appropriate professional development opportunities

for directors to develop and maintain the skills and knowledge

needed to perform their role as directors effectively.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Nominations, appointments and ongoing education – page 49)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 7

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

(a) have a code of conduct for its directors, senior executives

and employees; and

(b) disclose that code or a summary of it.

... our code of conduct or a summary of it:

☒ in our Corporate Governance Statement (Annual Report –

Corporate governance policies – page 51)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 8

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

(a) have an audit committee which:

(1) has at least three members, all of whom are non-

executive directors and a majority of whom are

independent directors; and

(2) is chaired by an independent director, who is not the

chair of the board,

and disclose:

(3) the charter of the committee;

(4) the relevant qualifications and experience of the

members of the committee; and

(5) in relation to each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have an audit committee, disclose that fact

and the processes it employs that independently verify and

safeguard the integrity of its corporate reporting, including

the processes for the appointment and removal of the

external auditor and the rotation of the audit engagement

partner.

[If the entity complies with paragraph (a):]

... the fact that we have an audit committee that complies with

paragraphs (1) and (2):

☒ in our Corporate Governance Statement (Annual Report – Audit

and Risk Management Committee – page 47)

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

... and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Governance Statement (Annual Report –

Record of attendance at Board and committee meetings – page

48)

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have an audit committee and the processes

we employ that independently verify and safeguard the integrity of our

corporate reporting, including the processes for the appointment and

removal of the external auditor and the rotation of the audit

engagement partner:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

4.2

The board of a listed entity should, before it approves the entity’s

financial statements for a financial period, receive from its CEO

and CFO a declaration that, in their opinion, the financial records

of the entity have been properly maintained and that the financial

statements comply with the appropriate accounting standards

and give a true and fair view of the financial position and

performance of the entity and that the opinion has been formed

on the basis of a sound system of risk management and internal

control which is operating effectively.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report – CEO

and CFO annual declaration – page 51)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 9

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4.3

A listed entity that has an AGM should ensure that its external

auditor attends its AGM and is available to answer questions

from security holders relevant to the audit.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Shareholder communication policy – page 51)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity that does not hold an

annual general meeting and this recommendation is therefore

not applicable

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

(a) have a written policy for complying with its continuous

disclosure obligations under the Listing Rules; and

(b) disclose that policy or a summary of it.

... our continuous disclosure compliance policy or a summary of it:

☒ in our Corporate Governance Statement (Annual Report – Continuous

disclosure policy – page 53)

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

☐ an explanation why that is so in our Corporate Governance

Statement

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1

A listed entity should provide information about itself and its

governance to investors via its website.

... information about us and our governance on our website:

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

☐ an explanation why that is so in our Corporate Governance

Statement

6.2

A listed entity should design and implement an investor relations

program to facilitate effective two-way communication with

investors.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Shareholder communication policy – page 53)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

6.3

A listed entity should disclose the policies and processes it has in

place to facilitate and encourage participation at meetings of

security holders.

... our policies and processes for facilitating and encouraging

participation at meetings of security holders:

☒ in our Corporate Governance Statement (Annual Report –

Shareholder communication policy – page 53)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity that does not hold

periodic meetings of security holders and this recommendation

is therefore not applicable

6.4

A listed entity should give security holders the option to receive

communications from, and send communications to, the entity

and its security registry electronically.


... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement (Annual Report –

Shareholder communication policy – page 53)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 10

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1

The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of

which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have a risk committee or committees that

satisfy (a) above, disclose that fact and the processes it

employs for overseeing the entity’s risk management

framework.

[If the entity complies with paragraph (a):]

... the fact that we have a committee or committees to oversee risk

that comply with paragraphs (1) and (2):

☒ in our Corporate Governance Statement (Annual Report – Audit

and Risk Management Committee – page 48)

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

... and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Governance Statement (Annual Report –

Record of attendance at Board and committee meetings – page

48)

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have a risk committee or committees that

satisfy (a) and the processes we employ for overseeing our risk

management framework:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 11

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

7.2

The board or a committee of the board should:

(a) review the entity’s risk management framework at least

annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such

a review has taken place.


... the fact that board or a committee of the board reviews the entity’s

risk management framework at least annually to satisfy itself that it

continues to be sound:

☒ in our Corporate Governance Statement (Annual Report – Risk

management – page54)

☐ at [insert location]

... and that such a review has taken place in the reporting period

covered by this Appendix 4G:

☒ in our Corporate Governance Statement (Annual Report – Risk

management – page 54)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

7.3

A listed entity should disclose:

(a) if it has an internal audit function, how the function is

structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and

the processes it employs for evaluating and continually

improving the effectiveness of its risk management and

internal control processes.

[If the entity complies with paragraph (a):]

... how our internal audit function is structured and what role it

performs:

☒ in our Corporate Governance Statement (Annual Report –

Internal audit function – page 51)

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have an internal audit function and the

processes we employ for evaluating and continually improving the

effectiveness of our risk management and internal control processes:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


7.4

A listed entity should disclose whether it has any material

exposure to economic, environmental and social sustainability

risks and, if it does, how it manages or intends to manage those

risks.


... whether we have any material exposure to economic,

environmental and social sustainability risks and, if we do, how we

manage or intend to manage those risks:

☒ in our Corporate Governance Statement (Annual Report – Key risks and

mitigations matrix – page 55)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 12

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1

The board of a listed entity should:

(a) have a remuneration committee which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have a remuneration committee, disclose that

fact and the processes it employs for setting the level and

composition of remuneration for directors and senior

executives and ensuring that such remuneration is

appropriate and not excessive.

[If the entity complies with paragraph (a):]

... the fact that we have a remuneration committee that complies with

paragraphs (1) and (2):

☒ in our Corporate Governance Statement (Annual Report –

Remuneration committee – page 47)

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/about-us/corporate-

governance/

... and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Governance Statement (Annual Report –

Record of attendance at Board and committee meetings – page

48)

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have a remuneration committee and the

processes we employ for setting the level and composition of

remuneration for directors and senior executives and ensuring that

such remuneration is appropriate and not excessive:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation is

therefore not applicable



8.2

A listed entity should separately disclose its policies and

practices regarding the remuneration of non-executive directors

and the remuneration of executive directors and other senior

executives.

... separately our remuneration policies and practices regarding the

remuneration of non-executive directors and the remuneration of

executive directors and other senior executives:

☒ in our Corporate Governance Statement (Annual Report –

Remuneration – page 58)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 13

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

8.3

A listed entity which has an equity-based remuneration scheme

should:

(a) have a policy on whether participants are permitted to

enter into transactions (whether through the use of

derivatives or otherwise) which limit the economic risk of

participating in the scheme; and

(b) disclose that policy or a summary of it.

... our policy on this issue or a summary of it:

☒ in our Corporate Governance Statement (Annual Report –

Securities trading policy – page 53)

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we do not have an equity-based remuneration scheme and this

recommendation is therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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