Market Release – Issue of Shares under Employee Share Plans

Capital Change Notice





21 October 2019

Notice of issue of Ordinary Shares

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of fully paid ordinary
shares pursuant to ATM's employee share plans.

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 9,968 Ordinary Shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Consideration for Ordinary Shares
issued under the Company’s
employee share plans as follows:
(1) 3,652 Ordinary Shares have been
issued for nil consideration under
the Company’s Share Gift Plan.
(2) 6,316 Ordinary Shares have been
issued under the Company’s
Share Match Plan for
NZ$13.3244 per Ordinary Share
(calculated by reference to the 5-
day volume weighted average
price of the Company's shares
traded on ASX up to and
including 18 October 2019
(A$12.4214) converted to NZD
using the rate published by the
Reserve Bank of Australia for 18
October 2019 (AUD:NZD
1.0727)).
Nature of the payment (for example, cash or other consideration) Ordinary Shares issued under (1)(b)
above are issued to employees for
cash consideration under the terms of
the Company’s Share Match Plan.
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)
0.001% 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)
N/A

Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Board resolutions approving the issue
of Ordinary Shares under the
Company’s Share Gift Plan and Share
Match Plan.
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.
735,380,557 Ordinary Shares
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 resolutions.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
All Ordinary Shares issued rank
equally with the existing Ordinary
Shares.
Date of issue/acquisition/redemption 21 October 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

21/10/2019

---

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
9,968 Ordinary Shares


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)
Ordinary Shares are fully paid and have been
issued to employees under the Company’s Share
Gift Plan and Share Match Plan.

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
The consideration for the issue of Ordinary
Shares under the Company’s employee share
plans is as follows:
(1) 3,652 Ordinary Shares have been issued
under the Share Gift Plan for nil
consideration; and
(2) 6,316 Ordinary Shares have been issued
under the Share Match Plan for NZ$13.3244
(calculated by reference to the 5-day volume
weighted average price of the Company’s
shares traded on ASX up to and including 18
October 2019 (A$12.4214) converted to
NZD using the rate published by the Reserve
Bank of Australia for 18 October 2019
(AUD:NZD 1.0727)).


6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Issue of Ordinary Shares to employees under the
Company’s employee share plans.


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
6c
Number of
+
securities issued without
security holder approval under rule
7.1
n/a


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


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


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


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.
21 October 2019



Number
+
Class
8
Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in section 2 if applicable)
735,380,557 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)
3,600,000



3,200,000



788,000


87,000


320,000


297,300


245,787


62,539

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
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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5


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


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


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


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


20 Names of any underwriters
n/a


21 Amount of any underwriting fee or
commission
n/a


22 Names of any brokers to the issue
n/a


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


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


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


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
n/a

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
which notices will be sent to option
holders


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
36

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


37

A copy of any trust deed for the additional
+
securities

Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought
n/a



39
+
Class of
+
securities for which
quotation is sought
n/a


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

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


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

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



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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 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: 21 October 2019
(Director/Company secretary)

Print name: Jaron McVicar

== == == == ==

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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
n/a
Subtract “E”
Note: number must be same as shown in
Step 3
n/a
Total [“A” x 0.10] – “E” n/a
Note: this is the remaining placement
capacity under rule 7.1A

---

NZX Code: ATM
ASX Code: A2M

The a2 Milk Company Limited
www.thea2milkcompany.com

21 October 2019
NZX/ASX Market Release

The a2 Milk Company launches new Employee Share Plans
The a2 Milk Company today announces that it has issued ordinary shares to certain employees (other than
executives and senior managers who are eligible to receive awards under the Company’s Long Term
Incentive Plan) under two recently established employee equity programs.
These programs are designed to give employees an ownership interest in our Company and enable them to
become part of The a2 Milk Company success in another meaningful capacity. These programs also help to
recognise the vital role that our employees play in our organisation each day.
These two new equity programs are as follows:
• Gift Offer – Eligible employees, being part-time and full-time employees in Australia, New Zealand
and the United States of America who are not participating in the LTI Plan (Eligible Employees),
have today received a gift issue of ordinary shares in the Company worth approximately A$500.

• Share Match Program – Eligible Employees were also recently invited to use their own funds to
acquire up to A$2,000 of shares in the Company. If an Eligible Employee who has today acquired
shares under this program continues to hold their shares until September 2021, the Company has
agreed that at that time it will match the acquired shares with one matching share for every share
acquired today. It is currently intended that the Company will procure that these matching shares
will be acquired on-market at the appropriate time.

The Company is also taking steps to enable it to make compliant employee share offers to its employees in
the People’s Republic of China.


Jayne Hrdlicka
Managing Director & CEO
The a2 Milk Company Limited

For further information, please contact:
Investors / Analysts
David Akers
Head of Investor Relations
T +61 2 9697 7013 l M +61 412 944 577
david.akers@a2milk.com