Capital Change Notice

Capital Change Notice





30 June 2019

Notice of issue of Ordinary Shares

This notice is given under NZX Listing Rule 3.13.1 and 3.15.2 and relates to the automatic
exercise of time-based rights.

Section 1: Issuer information
Name of issuer The a2 Milk Company Limited
NZX ticker code ATM
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZATME0002S8
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 151,108
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Not applicable
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
0.02% of the total number of
Ordinary Shares on issue at
the date of this notice
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Ordinary Shares issued as a
result of the automatic exercise
of time-based rights granted
on 13 July 2018 authorised by
a board resolution dated 6 July
2018.
The time-based rights were
granted to Jayne Hrdlicka, the
Company's Chief Executive
Officer, as a one-off transition
benefit as compensation for
the forfeiture of incentive
entitlements from her former
employer as a result of her
resignation to take up
employment with the
Company.

Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
735,048,405 Ordinary Shares

There is no Treasury Stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution dated 6 July
2018 and NZX Listing Rule
4.9.1(b).
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
All shares rank equally with the
existing Ordinary Shares
Date of issue/acquisition/redemption 30/06/2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Jaron McVicar, General
Counsel and Company
Secretary
Contact person for this announcement Jaron McVicar
Contact phone number +61 2 9697 7000
Contact email address Jaron.McVicar@a2milk.com
Date of release through MAP

30/06/2019


Listing Rule 3.15.2 – Time-based Rights

The following details are provided for the purposes of NZX Listing Rule 3.15.2:

(a) Number of Financial Products
converted and the number and class
of Quoted Financial Products into
which they have been converted:
151,108 time-based rights converted into
151,108 Ordinary Shares
(b) Interest or dividend conditions
attaching to the Financial Products
into which they have been converted:
None
(c) Number of Financial Products of the
same class remaining to be
converted:
184,723 time-based rights (comprised of
90,914 time-based rights issued on
13 July 2018 and 93,809 time-based rights
issued on 1 August 2018).

---

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

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

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

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

Name of entity
The a2 Milk Company Limited

ABN
97 769 415 292

We (the entity) give ASX the following information.

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

1
+
Class of
+
securities issued or to be
issued
Ordinary shares


2
Number of
+
securities issued or to
be issued (if known) or maximum
number which may be issued
151,108


3
Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
Fully paid

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
4
Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

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


5 Issue price or consideration
Nil.


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
The automatic exercise of 151,108 time-
based rights following their vesting.

The time-based rights were granted to Jayne
Hrdlicka, the Company's Chief Executive
Officer, as a one-off transition benefit as
compensation for the forfeiture of incentive
entitlements from her former employer as a
result of her resignation to take up
employment with the Company.


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

If Yes, complete sections 6b – 6h in
relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
No


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


6c
Number of
+
securities issued
without security holder approval
under rule 7.1
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
6d
Number of
+
securities issued with
security holder approval under rule
7.1A
n/a


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


6f
Number of
+
securities issued under
an exception in rule 7.2
n/a


6g
If
+
securities issued under rule 7.1A,
was issue price at least 75% of 15
day VWAP as calculated under rule
7.1A.3? Include the
+
issue date and
both values. Include the source of
the VWAP calculation.
n/a


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


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


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
30 June 2019



Number
+
Class
8
Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in section 2 if applicable)
735,048,405 fully paid ordinary shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

Number
+
Class
9
Number and
+
class of all
+
securities
not quoted on ASX (including the
+
securities in section 2 if applicable)
3,800,000


3,200,000


815,000

87,000

320,000

304,200

245,787

90,914

93,809
options issued on
17 August 2015 with an
exercise price of NZ$0.63
options issued on
30 March 2015 with an
exercise price of NZ$0.63
performance rights issued
on 8 February 2017
performance rights issued
on 10 March 2017
performance rights issued
on 28 September 2017
performance rights issued
on 6 March 2018
performance rights issued
on 13 July 2018
time-based rights issued on
13 July 2018
time-based rights issued on
3 August 2018


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

Part 2 - Pro rata issue

11 Is security holder approval required?
n/a


12 Is the issue renounceable or non-
renounceable?
n/a


13
Ratio in which the
+
securities will be
offered
n/a


14
+
Class of
+
securities to which the
offer relates
n/a


15
+
Record date to determine
entitlements
n/a


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5


17 Policy for deciding entitlements in
relation to fractions
n/a


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


19 Closing date for receipt of
acceptances or renunciations
n/a


20 Names of any underwriters
n/a


21 Amount of any underwriting fee or
commission
n/a


22 Names of any brokers to the issue
n/a


23 Fee or commission payable to the
broker to the issue
n/a


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


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


26 Date entitlement and acceptance form
and offer documents will be sent to
persons entitled
n/a


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
28 Date rights trading will begin (if
applicable)
n/a


29 Date rights trading will end (if
applicable)
n/a


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


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


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


33
+
Issue date
n/a



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

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

(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or
documents


35

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


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities
setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought




39
+
Class of
+
securities for which
quotation is sought



40
Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

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



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

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




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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
Quotation agreement
1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may
quote the
+
securities on any conditions it decides.
2 We warrant the following to ASX.
• The issue of the
+
securities to be quoted complies with the law and is not for
an illegal purpose.
• There is no reason why those
+
securities should not be granted
+
quotation.
• An offer of the
+
securities for sale within 12 months after their issue will not
require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty
• Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and that
no-one has any right to return any
+
securities to be quoted under sections 737,
738 or 1016F of the Corporations Act at the time that we request that the
+
securities be quoted.
• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim,
action or expense arising from or connected with any breach of the warranties in this
agreement.
4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.


Sign here: ............................................................ Date: ...................30 June 2019
(Director/Company secretary)

Print name: Jaron McVicar – General Counsel & Company Secretary

== == == == ==

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
Appendix 3B – Annexure 1

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

Part 1

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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 n/a
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
n/a
“C” n/a
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
n/a
Subtract “C”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.15] – “C” n/a
[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
n/a
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 n/a
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
n/a
“E” n/a
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013
Subtract “E”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.10] – “E” n/a
Note: this is the remaining placement
capacity under rule 7.1A