Notice of 2019 Annual Meeting of Shareholders

NOTICE OF
ANNUAL MEETING OF
SHAREHOLDERS
WEDNESDAY 27 NOVEMBER 2019

IMPORTANT DATES
Record date for voting entitlements
for the annual meeting: 5:00pm on Monday
25 November 2019 (NZST)
Latest time for receipt of appointment of proxies
and corporate representatives: 1:00pm on Monday
25 November 2019 (NZST)
Latest time for asking questions to be answered at the
meeting: 1.00pm on Monday 25 November 2019 (NZST)
Annual Meeting: 1:00pm Wednesday 27 November 2019
(NZST) – please register and be seated by 12.50pm.
WEBCAST
To access the live webcast of our annual meeting,
please go to:
https://vimeo.com/event/16119
Following the meeting, a replay can be viewed at:
www.synlait.com/investors
For the first time, there will be a live webcast of our
annual meeting. The webcast can be accessed here:
https://vimeo.com/event/16119
A replay of the annual meeting will be available online
at the Synlait investor centre:
www.synlait.com/investors
following the meeting.
If you have any further questions, please do not hesitate
to contact Synlait’s Company Secretary Tania Pearson
on 03 373 3390 or 021 900 104 or at:
tania.pearson@synlait.com.
We look forward to seeing you at the meeting.
DEAR SHAREHOLDERS,
On behalf of the board of directors, I am pleased to
extend a warm invite to the upcoming annual meeting of
Synlait Milk Limited, which will be held on Wednesday
27 November 2019 from 1:00pm (NZST) at the offices of
Tait Communications, 245 Wooldridge Road, Harewood,
Christchurch 8051, New Zealand.
At the meeting, the board will be joined by our Chief
Executive Officer, Leon Clement, and members of
the executive team. I will present an overview of our
performance and Leon will provide an update on
progress against our strategy and highlight our key
2019 achievements. There will be an opportunity to ask
questions, and at the conclusion of the meeting you are
invited to join us for afternoon tea.
If you cannot come to our annual meeting, please ensure
your proxy or corporate representative appointment
reaches our share registrar, Computershare Investor
Services Limited, by 1:00pm on Monday 25 November.
Graeme Milne
CHAIR
Graeme Milne ONZM
CHAIR (INDEPENDENT)
1 Synlait Notice of Annual Meeting of Shareholders 2019

AGENDA
Our Annual Meeting agenda is as follows:
1:00PM – ANNUAL MEETING COMMENCES
1. WELCOME
2. CHAIR’S ADDRESS
3. CHIEF EXECUTIVE OFFICER’S ADDRESS
4. CHIEF FINANCIAL OFFICER’S REVIEW
5. OUTLOOK
6. FORMAL RESOLUTIONS
(please see the Explanatory Notes at the end of this Notice)
ORDINARY RESOLUTIONS
To consider, and if thought fit, pass the following resolutions
as ordinary resolutions:
RESOLUTION 1: Auditors’ Remuneration
“That the board be authorised to determine the auditors’ fees
and expenses for the 2020 financial year.”
RESOLUTION 2: Re-election of Director
“That Sam Knowles be re-elected as a director.”
RESOLUTION 3: Directors’ Remuneration
“That the annual fee for each director be $88,900, except for the
annual fee of the Chair of the Audit and Risk Committee which
will be $104,150, the fee of the Chair of the People Environment
and Governance Committee which will be $100,900 and the fee
of the Chair of the Board, which will be $178,000. All increases
apply from 1 April 2020.”
SPECIAL RESOLUTION
RESOLUTION 4: Constitution Amendment
To consider and, if thought fit, pass the following as a
special resolution:
“That Synlait Milk Limited’s Constitution be amended, with
effect from the close of the Annual Meeting, as described in the
Explanatory Note in the Notice of Meeting and set out in detail
in the marked up constitution which may be viewed at
www.synlait.com/investors.”
7. ANY OTHER BUSINESS
To consider any other business that may be properly brought
before the meeting and answer shareholder questions.
ANNUAL MEETING CONCLUDES
Refreshments served.
OUR ANNUAL MEETING
WILL BE HELD AT:
Tait Communications Limited
Tait Technology Centre
245 Wooldridge Road, Harewood
Christchurch 8051, New Zealand
P+ 64 3 943 2237
MEETING VENUE DIRECTIONS
Tait Communications is at the Tait Technology Centre, conveniently located 2km from Christchurch airport. Parking will be available
onsite. If you need assistance on the day, contact the Synlait Annual Meeting representative on 03 373 3000.
Synlait Notice of Annual Meeting of Shareholders 2019 2

Palletiser in Dry Store 1 at Synlait Dunsandel

ENTITLEMENT TO VOTE
All persons who are shareholders of the company at 5:00pm
(NZST) on Monday 25 November 2019 will be entitled to vote on
the resolutions at this annual meeting. Shareholders may vote
in person, or by proxy or corporate representative, as set out in
more detail below.
PROXIES AND CORPORATE REPRESENTATIVES
A Proxy Form is included with this Notice of Meeting when it is posted
to shareholders. Shareholders receiving this Notice of Meeting by
email will receive a link to complete the Proxy Form online.
Any of our shareholders who are entitled to attend and vote
at the annual meeting, may appoint a proxy to attend the
meeting and vote on their behalf. Corporate shareholders
wanting to be represented in person at the meeting must
appoint a representative to attend on their behalf. Both of these
appointments must be made by completing a proxy form.
Proxies and corporate representatives do not have to be fellow
shareholders, and shareholders may nominate the Chair (or any
of our other directors) as their proxy if they wish. The Chair and
the directors will vote as directed on any resolutions, and intend
to vote any discretionary proxies in favour of all resolutions, to the
extent permitted by the NZX Listing Rules, ASX Listing Rules, and
the company’s constitution. Prohibitions on voting by directors
and their associated persons, including as discretionary proxy, are
detailed under “Resolution Requirements” and in the Proxy Form.
For an appointment of proxy to be valid it must be received by
Computershare Investor Services Limited in accordance with
instructions in the Proxy Form no later than 1:00pm Monday
25 November 2019 (NZST).
APPOINT A PROXY/CORPORATE REPRESENTATIVE ONLINE
1. Go to www.investorvote.co.nz to access InvestorVote.
2. You will need your Control Number or CSN/Shareholder
Number and postcode or country of residence (if outside
New Zealand) to securely access InvestorVote.
3. Follow the prompts to complete a proxy or exercise your
vote online.
APPOINT A PROXY/CORPORATE REPRESENTATIVE
BY NOTICE IN WRITING
1. Complete and sign
1
the form attached to this notice
(if this notice was received by post).
2. Return the completed and signed proxy form to
Computershare Investor Services Limited in accordance with
the instructions in the Proxy Form.
1. The Proxy Form contains detailed instructions about the signing of the Proxy Form.
Proxy Forms that are signed incorrectly will be invalid.
PROCEDURAL NOTES
RESOLUTION REQUIREMENTS
Resolutions 1-3 must be passed as ordinary resolutions.
An ordinary resolution is a resolution approved by a simple
majority of votes of shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
Resolution 4 must be passed as a special resolution. A special
resolution is a resolution approved by a majority of 75% or more
of the votes of those shareholders entitled to vote and voting on
the resolution.
The directors and their associated persons are prohibited from
voting on Resolution 3, with the exception of the casting of an
express vote in accordance with their appointment as a proxy for
another shareholder. This is addressed in more detail in the Proxy
Form. Any votes cast by a director or their associated persons on
Resolution 3, other than in accordance with an express proxy
(ie not a discretionary proxy) will be disregarded.
QUESTIONS
Shareholders intending to raise a question at the annual meeting
must ensure that their question is sent to: investors@synlait.com
or received with their Proxy Form no later than 1.00pm on Monday
25 November 2019. This will enable us to prepare an informative
response to be delivered at the annual meeting.
Our auditors, Deloitte, will be at the Annual Meeting to answer
any specific queries shareholders may have of them. Questions
for the auditors should also be sent to investors@synlait.com, or
with their Proxy Form, also to be received no later than 1.00pm on
Monday 25 November 2019.
PRESENTATION MATERIALS
Copies of all materials presented at the meeting by our Chair,
Chief Executive Officer, and Chief Financial Officer will be
available on our website www.synlait.com, the NZX website
www.nzx.com and the ASX website www.asx.com.au shortly
before the Annual Meeting commences.
By order of the board
Graeme Milne
CHAIR
Synlait Notice of Annual Meeting of Shareholders 2019 4

EXPLANATORY NOTE 1
Auditors’ remuneration – Resolution 1
Our auditors, Deloitte, are automatically reappointed at the
annual meeting under section 207T of the Companies Act 1993.
The proposed resolution is to authorise the board to fix the fees
and expenses of the auditors for the coming financial year.
EXPLANATORY NOTE 2
Re-election of director – Resolution 2
Under NZX Listing Rule 2.7.1, a director must not hold office
(without re-election) past the third annual meeting following
the director’s appointment, or three years. Accordingly,
Sam Knowles retires from office, and, being eligible, offers
himself for re-election. The board considers that Sam Knowles
is an independent director under the NZX Listing Rules.
EXPLANATORY NOTES
EXPLANATORY NOTE 3
Directors’ remuneration – Resolution 3
In August 2019 we engaged EY to complete the annual review of
our director fees. They considered Synlait’s director fees against
those paid by thirteen comparable companies.
Following their review EY recommended an increase to the
standard director fee, and to the fee paid to the Chair of
the board and the Chair of the Audit and Risk Committee.
EY confirmed in their report that the report was prepared
independently, and was not subject to any influence from
management or any director of Synlait, or any third party.
The board considered EY’s recommendations and agreed to
adopt the recommended increases to the directors’ fees,
as follows:
• Increase the directors’ fees from $85,000 to $88,900.
• Increase the Chair’s fee from $169,000 to $178,000.
• Increase the fee paid to the Chair of the Audit and Risk
Committee in addition to their director fee from $12,000
to $15,250 (with no change to the additional fee of $12,000
paid to the Chair of the People Environment and Governance
Committee), so that the total fee paid to the Chair of the Audit
& Risk Committee is $104,150.
The total amount paid to directors (based on one Chair and seven
other directors, including two Committee Chairs) will increase
from $788,000 to $827,550 (a 5% increase), if the resolution to
increase the director fees is passed by shareholders.
All increases will apply, if approved, from 1 April 2020.
A summary of EY’s report has been posted on NZX and ASX
with this notice of meeting as well as on our website:
https://www.synlait.com/investors.
The directors and their Associated Persons are disqualified
from voting on Resolution 3, including any discretionary proxies,
as per NZX Listing Rule 6.3.1. Any votes cast on this resolution
by directors and their Associated Persons will be disregarded,
except where they have been cast by the director or their
Associated Person as an express proxy.
Sam Knowles
Sam joined Synlait as a director in 2013. He has held senior
executive positions in major banks in both Australia and
New Zealand and played a key role in establishing Kiwibank
and leading it from being a start up to a large and successful
business.
Sam has been an independent director of NZX listed companies
since 2007. In addition to his roles as a director of Synlait Milk
Limited and Synlait Milk Finance Limited, he is currently Chair
of On Brand Limited and Adminis Limited, and on the board of
Trustpower, Rangatira, and Magritek Limited, as well as holding a
range of other governance roles.
The board and management of Synlait Milk Limited support his
re-election by the shareholders.
5 Synlait Notice of Annual Meeting of Shareholders 2019

EXPLANATORY NOTES [CONTINUED]
EXPLANATORY NOTE 4
Changes to constitution
NZX has replaced the former NZX Main Board/Debt Market Listing
Rules (dated 1 October 2017) with updated NZX Listing Rules
(dated 1 January 2019). The new NZX Listing Rules (the Updated
Listing Rules) came into effect on 1 January 2019, subject to a
six-month transitional period. The Updated Listing Rules were
adopted by the company with effect from 8 March 2019.
The company proposes to adopt a new constitution which reflects
the Updated Listing Rules (as required by Listing Rule 2.18.1)
(New Constitution). The company is also taking this opportunity
to update its current constitution by updating references
to relevant legislation, removing redundant provisions and
modernising outdated provisions. If this resolution is not passed,
the constitution will not reflect the Updated Listing Rules and
current legislation.
The majority of changes are updates for new defined terms,
the current language of the relevant Updated Listing Rule
(without a change to the effect of the Listing Rule/provision)
and new legislation.
A summary of the key changes to the substance of the current
constitution is set out below (unless expressly stated otherwise,
references to clause numbers below are references to clause
numbers in the New Constitution):
Notice of meeting
Clause 13.1 has been updated to provide that, while the company
is listed, it will send a notice of meeting to shareholders not less
than the number of business days required by the NZX Listing
Rules or recommended by the NZX Corporate Governance Code.
This is currently 20 business days.
Voting by poll
Clause 18.1 has been updated to reflect the requirement in the
Updated Listing Rules that voting at a meeting of shareholders
must be conducted by poll for so long as the company is listed.
Independent directors
Clause 22.3 has been updated to reflect that the Updated Listing
Rules now only require a minimum of two independent directors
(previously, if there were more than eight directors, the minimum
was the greater of one third, or the number closest to one third).
Clause 22.15 has been updated to reflect the simplified
requirement in the Updated Listing Rules as to when
determinations of independence must be made. Now director
independence must be determined 10 business days after
the initial appointment of the director and then, if the board’s
assessment changes at any time in the future, disclosure of the
new determination must be made promptly and without delay.
Rotation of directors
Clauses 22.8-22.10 have been updated to reflect the new director
rotation requirements in the Updated Listing Rules. These clauses
now provide that each director (other than the Bright directors)
must not hold office (without re-election) past the third Annual
Meeting of shareholders following the director’s appointment or
3 years, whichever is longer. Previously one third of the directors
(other than the Bright directors) had to retire from office at each
Annual Meeting.
Managing director
Clause 24, and Schedule 1, Part A, clause 13 have been updated
to reduce the term of the Managing director or board appointed
director to three years and remove the exception to rotation in
order to match the changes in clauses 22.8-22.10 set out above.
Pursuant to the Companies Act 1993, the New Constitution must
be approved by a special resolution of shareholders.
As the amendments to the Constitution do not impose or remove
a restriction on the activities of the company or affect the rights
attaching to shares, the shareholder minority
buy-out rights under the Companies Act 1993 do not apply.
A copy of the current constitution, the New Constitution (should
Resolution 4 be passed), and a marked up copy showing
all differences between the current constitution and the
New Constitution may be reviewed on the company’s website:
https://www.synlait.com/investors.
A copy of the NZX Listing Rules can be found on the NZX’s
website: https://www.nzx.com.
Synlait Notice of Annual Meeting of Shareholders 2019 6

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LODGE YOUR PROXY
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
(if mailing within New Zealand, use pre-paid
envelope provided. If mailing from outside
New Zealand, use the return envelope but
add postage).
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
PROXY FORM FOR THE SYNLAIT MILK LIMITED 2019 ANNUAL MEETING
The Annual Meeting of Synlait Milk Limited (Synlait) will be held at the offices of Tait Communications,
245 Wooldridge Road, Harewood, Christchurch on Wednesday 27 November 2019, commencing at 1.00pm (NZST).
Please register and be seated by 12.50pm.

ATTENDING THE MEETING
Bring this form with you to assist with registration at the meeting, or give
it to your proxy or corporate representative to bring to the meeting.
APPOINTMENT OF PROXY OR CORPORATE REPRESENTATIVE
If you are a shareholder entitled to attend and vote at the meeting,
you may appoint a proxy to attend and vote at the meeting on your
behalf. If you are a corporate shareholder, you may appoint a corporate
representative to attend and vote at the meeting on your behalf.
You can appoint anyone to act as your proxy or corporate
representative. Your proxy or corporate representative does not have
to be another shareholder in Synlait. The Chair of the meeting, and
each of the other directors, are willing to act as proxy or corporate
representative for any shareholder.
To appoint a proxy or corporate representative, enter the name of your
proxy or corporate representative, or “Chair” in the space allocated in
‘Step 1’ and complete this form. Alternatively, you can appoint a proxy
or corporate representative online at: www.investorvote.co.nz.
VOTING
Direct your proxy or corporate representative how to vote by marking
one of the boxes opposite each item of business. If you do not mark a
box your proxy or corporate representative may vote as they choose.
If you mark more than one box next to an item, your vote will be invalid.
The Chair and the other directors intend to vote all discretionary
proxies in favour of the resolutions to the extent permitted by law, the
NZX Listing Rules, ASX Listing Rules and the Company’s Constitution.
The directors and their associated persons are disqualified from voting
on Resolution 3. If you appoint the Chair or any other director as
proxy, they are permitted to and will cast any express vote you direct
for Resolution 3, but Rule 6.3.3 of the NZX Listing Rules prevents
them from voting on Resolution 3 if you direct them to exercise their
discretion on the Resolution or if you leave all boxes beside Resolution
3 empty. If you select “Proxy Discretion” for Resolution 3 or leave all
boxes beside Resolution 3 empty and have appointed the Chair or any
other director as your proxy, your vote on Resolution 3 will be invalid.
The Company will disregard all votes cast by a director or their
associated persons on Resolution 3, unless that vote is cast by that
person as a proxy for a person who is entitled to vote, in accordance
with an express direction in this Proxy Form.
If you mark more than one box next to an item of business, your vote
will be invalid on that item.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual holding
Where your shareholding is in a single name, the shareholder or their
attorney
1
must sign this proxy form.
Joint holding
Where your shareholding is in more than one name, all of the
shareholders, or their attorneys
1
, must sign.
Corporate shareholder
This proxy form must be signed by a duly authorised officer acting
under express or implied authority of the corporate shareholder, or
a director jointly with another director where there is more than one
director, or the sole director, or an attorney
1
appointed by the company.
1. If this Proxy Form is signed under a power of attorney, it must be accompanied by:
• a copy of the Power of Attorney, certified by a Solicitor, Justice of the Peace or Notary Public
(unless it has already been noted by Synlait or Computershare Investor Services Limited)
• a signed certificate of non-revocation of the power of attorney.
FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 1:00PM MONDAY 25 NOVEMBER 2019
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.

PROXY/CORPORATE REPRESENTATIVE VOTING FORM
STEP 1: APPOINT A PROXY/CORPORATE REPRESENTATIVE TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Synlait Milk Limited
hereby appoint of
or failing that person of
as my/our proxy/corporate representative to act generally at the Annual Meeting of Shareholders of Synlait Milk Limited to be held at the
offices of Tait Communications, 245 Wooldridge Road, Harewood, Christchurch 8051 on Wednesday 27 November 2019 commencing at
1.00pm or, any adjournment thereof, on my/our behalf, and to vote in accordance with the following directions, or if “Proxy Discretion” or no
vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by law, Synlait’s constitution and the relevant Listing Rules) on the
resolutions listed below, and on any resolution(s) to amend any of the resolution(s), or any resolution(s) so amended, and on any other resolution(s)
proposed at the meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible.
STEP 2: VOTING INSTRUCTIONS
Please note: if you mark the ‘Abstain’ box for an item, you are directing your proxy or corporate representative not to vote on your behalf, and
your votes will not be counted in calculating the required majority. If you do not mark a box, or mark “Proxy Discretion” your proxy or corporate
representative may determine whether and how to vote, except on Resolution 3 (please refer to “Voting” overleaf). If you mark more than one box,
your vote on that resolution is invalid.
This form is to be used to vote as follows on the following resolutions (add a tick to the box to indicate your vote):
ORDINARY RESOLUTIONSForAgainst
Proxy
DiscretionAbstain
Resolution 1That the Board be authorised to determine the auditor’s fees and expenses for
the 2020 financial year.
Resolution 2That Sam Knowles be re-elected as a director.
Resolution 3That the annual fee for each director be $88,900, except for the annual fee of
the Chair of the Audit and Risk Committee which will be $104,150, the fee of
the Chair of the People, Environment and Governance Committee which will
be $100,900 and the fee of the Chair of the Board, which will be $178,000.
All these increases apply from 1 April 2020.
SPECIAL RESOLUTION
Resolution 4That Synlait Milk Limited’s Constitution be amended, with effect from the close
of the Annual Meeting, as described in the Explanatory Note in the Notice
of Meeting and set out in detail in the marked up constitution which may be
viewed at www.synlait.com/investors.
The above descriptions of the resolutions to be voted on are summaries only. Please refer to the Notice of Annual Meeting for the full text of the resolutions.
STEP 3: SHAREHOLDER QUESTIONS
If you would like to ask a question to be read at the meeting, you can submit your question by email to investors@synlait.com or alternatively
write them on a separate sheet of paper and return it with this form to Computershare Investor Services Limited in the reply-paid envelope to be
received by 1.00pm on Monday 25 November 2019. The Board will address and answer questions at the meeting.
SIGN: SIGNATURE AND NAME OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED.
Shareholder 1 – Sole Director/Director,
Authorised Signatory/Attorney
(Please select one)
Shareholder 2 – Director, Authorised
Signatory or Attorney (if more than one)
(Please select one)
Shareholder 3 – Authorised Signatory
or Attorney 3 (Please select one)
Contact Name Contact Daytime Telephone Date
Electronic Investor Communications
If you wish to receive future investor communications by email, please provide your email address below. We encourage all shareholders to receive
communications via email. This is an efficient and secure method of communication for shareholders, and a more cost effective option for Synlait.
NameNameName

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Non-Executive
Directors’ Fee Review

Synlait Milk Limited

2 September 2019

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  1
Table of contents
Executive summary ..................................................................................................................................................................................... 2
1. Introduction ....................................................................................................................................................................................... 3
2 Market fee data.................................................................................................................................................................................. 6
3 Committee fee practice ...................................................................................................................................................................... 7
4 Summary and recommendations ......................................................................................................................................................... 8

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  2
Executive summary
The findings in this section summarise the market positioning for the Synlait Milk Limited (Synlait) Chair and Non-Executive Director (NED) base and
committee fees against the market. EY has used a comparator group of 13 companies, as agreed with Synlait on 30 August 2019. The list of comparator
companies is shown in Section 1.6. We confirm that our report has been prepared independently, is not subject to any influence from the management or
any board member of Synlait or any third party.
Table 1: Summary of current fee practices against market. There are 13 organisations included in the comparator group (excluding Synlait)
Role
Synlait
Fees
($)

Base Fees

Comparative
Ratio
(Median)

Synlait Fee Positioning
25
th
Percentile
($)
Median
($)
75
th
Percentile
($)
Average
($)


Non-Executive Chair (base fee) 169,000

152,500 170,125 207,362 181,560

99% Ranked 6
th
equal
Non-Executive Director (base fee) 85,000

74,000 85,000 93,000 89,173

100% Ranked 6
th

Audit & Risk Committee
Chair 12,000

10,750 15,250 17,998 17,382

79% Ranked 9
th

Member
None
paid

8,846 9,688 13,750 11,091

N/A N/A
People, Environment &
Governance Committee
Chair 12,000

7,063 8,750 11,313 13,228

137% Ranked 3
rd

Member
None
paid

7,000 7,750 15,000 10,406

N/A N/A
Comparative ratios within 90%-110% of the market median are considered aligned to the market median.
In summary, our findings are:
► Non-Executive Chair: current base fee is aligned to the median of the comparator group.
► NED: current base fee is aligned to the median of the comparator group.
► Audit & Risk Committee Chair: current chair fee is between the 25
th
percentile and median of the comparator group.
► People, Environment & Governance Committee Chair: current chair fee is at the 75
th
percentile of the comparator group.
Synlait may wish to consider providing small increases to the Chair and NED fees and increasing the Audit and Risk Committee Chair fee to increase
alignment with the market median. We also note that just under half of the sample pay Audit and Risk committee fees and five companies pay fees to
members of the Remuneration committee, whereas Synlait do not pay committee fees. Details of the potential increases are outlined in Section 4 of this
report.
Thank you for the opportunity to assist you on this assignment.



Una Diver
Partner - People Advisory Services
Ernst & Young Limited

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  3
1. Introduction
1.1 Background
Synlait Milk Limited (Synlait) has engaged EY to review the fees paid to
Board Non-Executive Directors.
This report provides information on:
► New Zealand market practice
► Market fee data for similar profile organisations in terms of
characteristics, industry, revenue and assets
► Comparisons between current Non-Executive Director (NED) fees
and the market data
► Market practice related to committee fees.

1.2 Methodology
In completing this review of Synlait’s NED fees, EY has applied the
following methodology:
► Used a comparator group as agreed with Synlait on 30 August 2019
► Sourced information on current fees across the comparator group
► Compared Synlait’ s NED fees against the comparator group market
data
► Analysed the relativity of current fees to the market.
1.3 Annual fee movement data
Table 2 below shows annual fee movements for the Chair and NEDs from
EY’s Directors’ Fees Report 2019/20.
Table 2: Annual fee movement
Role Median movement (%)
Non-Executive Chair 2.5%
Non-Executive Director 3.0%
The movements above are impacted by the frequency at which
organisations review NED fees. In our experience, most organisations do
not review Directors’ fees annually and therefore, the changes to fees
may also be impacted to changes in the data sample. Given the change
in the comparator group this year, Synlait may consider adjustments to
the NED fees to align to the anticipated movements detailed in the table
above.

1.4 Fee elements analysed
Information set out in this report is based on both disclosed market data
and information from EY’s 2019 Directors’ Fees database for the selected
comparator group. Please note: we are unable to disclose information for
privately–held organisations; however, all company information has been
included in our overall analysis.
Base fees are typically used to benchmark and develop fee structures as
they differentiate between board and committee duties and
commitments.

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  4
1.5 Synlait current base fee structure
The current base fee structure operated by Synlait is outlined in Table 3
below. We understand NEDs at Synlait do not receive additional fees as
committee members.
Table 3: Synlait’s current fee structure
Roles
2019 base fees
Board Chair 169,000
Non-Executive Director 85,000
Committee Chair 12,000
Committee Member None paid


1.6 Comparator group
The 2018 comparator group was reviewed by EY in conjunction with
Synlait to ensure continued relevance. The outcomes of this review were:
► The nine companies in the existing comparator group was are still
considered relevant; however
► There was a specific request to include Scales Corporation Limited
due to its operational similarities to Synlait
► In addition, the Board requested additional representation from the
NZX 50. The criteria that was agreed would be applied in selecting
additional organisations were:
• New organisations in the comparator group should fall within 50%
to 200% of Synlait’s revenue and/or market capitalisation
• Companies outside the utilities, port and property sectors are the
most appropriate comparators

1
Synlait’s market capitalisation is as at 31 July 2019.

► This resulted in the addition of SKYCITY Entertainment Group,
Restaurant Brands New Zealand Limited and Kathmandu Holdings.
Table 4 below lists the 13 companies included in the resulting comparator
group.
Table 4: Comparator group (sorted by Company revenue)
Company
Additions to
2018
comparator
group
Market
Capitalisation
($m)
Company
revenue
($m)
Zespri Group Limited Not listed 2,448
Alliance Group Limited Not listed 1,768
PGG Wrightson 416 1,193
T&G Global Limited 352 1,188
Synlait
1

N/A 1,801 1,024
SKYCITY Entertainment Group
Limited
New 2,464 994
The a2 Milk Company 9,601 923
Restaurant Brands New Zealand
Limited
New 1,291 824
Tegel Foods Not listed 615
Freightways 1,218 580
Sanford Ltd 658 515
Kathmandu Holdings New 583 497
Scales Corporation Limited New 655 339
Delegat Group Limited

1,037 272



Synlait Ranked 3
rd
Ranked 5
th

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  5

1.7 Key considerations
The market data provides guidance in relation to setting and positioning
Synlait’s Chair and NED fee policies.
In order for the information in this report to be applied effectively, Synlait
may wish to consider the market data in the context of the following:
► The companies included in the comparator group. The typical
approach adopted for setting NED fees is to compare against
organisations broader than just the specific industry, as a broad
range of skills and experiences are required to comprise an effective
board of Directors.
► The Company’s revenue and market capitalisation position against
the relevant comparator group.
► Time commitment required for NEDs. The higher the time
commitment, the greater the emphasis on positioning fees above
median. Consideration of time commitment should focus on
ongoing time rather than one-off increased loads (e.g. due to a
transaction).
► Complexity of business. Complexity can be measured by factors such
as international footprint (e.g. overseas revenue, assets, etc.) and
regulatory / industry issues. The higher the complexity of the
industry in which the company operates, the greater the emphasis
on positioning fees above median.
► Degree of potential reputational risk. The higher the potential
reputational risk, the greater the emphasis on positioning fees above
median.
► The supply of talent available for the role(s). The greater the scarcity
of talent or specific skill sets, the greater the emphasis on
positioning fees above median.

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  6
2 Market fee data
This section presents market base fee data for the Chair and NEDs.
2.1 Non-Executive Chair
Table 5 compares Synlait’s current Non-Executive Chair fee to the
organisations in the comparator group.

Table 5: Base fees – Non-Executive Chair
Market data ($)

Synlait
25
th

percentile
Median
75
th

percentile
Average
Sample
size
Base fees ($)
2

169,000 152,500 170,125 207,362 181,560
10
Market
Capitalisation
($m)
1,801 619 658 1,255 1,041
Revenue ($m)
1,024 531 720 1,143 977
► Synlait’s Chair fees are aligned to the median.
► Synlait’s market capitalisation is above the 75
th
percentile.
► Synlait’s revenue is between median and 75
th
percentile.





2
Base fees refer to the sum received by each Chair within an organisation excluding Committee fees

2.2 NEDs
Table 6 compares Synlait’s current NED fees to the organisations in the
comparator group.

Table 6: Base fees - NEDs
Market data ($)

Synlait
25
th

percentile
Median
75
th

percentile
Average
Sample
Size
Base fees ($)
3

85,000 74,000 85,000 93,000 89,173
12
Market
Capitalisation
($m)
1,801 601 848 1,273 1,828
Revenue ($m)
1,024 515 824 1,188 935
► Synlait’s NED fees are aligned to median.
► Synlait’s market capitalisation is above the 75
th
percentile.
► Synlait’s revenue is between median and the 75
th
percentile.




3
Base fees refer to the sum received by each NED within an organisation excluding Committee fees

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  7
3 Committee fee practice
This section presents market data in relation to Committee Chair and
Member fees.
3.1 Audit and Risk Committee Fees
Table 7 below compares Synlait’s Audit and Risk Committee Chair fee
policy against the market data for disclosed Audit Committee Chair fees
in the comparator group. Twelve companies within the comparator group
pay additional fees to NEDs for chairing this committee.

Table 7: Audit and Financial Risk Committee Chair fee policy market data
► Synlait’s Audit and Risk Committee Chair fee is between 25
th

percentile and median.
Table 8: Audit and Financial Risk Committee Member fee policy market data
► Six of the organisations in the comparator group pay Audit and
Financial Risk committee member fees.

3.2 People, Environment & Governance Committee
Fees
Table 9 below details People, Environment & Governance Committee
Chair fee policy data against the market data for disclosed Remuneration
Committee Chair fees within the comparator group. Of the thirteen
companies, ten organisations disclosed their fees.
Table 9: People, Environment & Governance Committee fee policy market data
Market data ($)

Synlait
25
th

percentile
Median
75
th

percentile
Average
Sample
size
Committee Chair policy
fees ($)
12,000 7,063 8,750 11,313 13,228
10
Market capitalisation
($m)
1,801 848 1,218 1,878 2,418
Revenue ($m) 1,024 531 720 976 928
► Synlait’s People, Environment & Governance Committee Chair fee is
at the 75
th
percentile.
Table 10: People, Environment & Governance Committee Member fee policy market data
Market data ($)

Synlait
25
th

percentile
Median
75
th

percentile
Average
Sample
size
Committee Chair policy
fees ($)
N/A 7,000 7,750 15,000 10,406
5
Market capitalisation
($m)
1,801 657 1,561 4,248 3,345
Revenue ($m) 1,024 515 615 923 677
► Five of the organisations in the sample pay Remuneration Committee
member fees.

Market data ($)

Synlait
25
th

percentile
Median
75
th

percentile
Average
Sample
size
Committee Chair policy
fees ($)
12,000 10,750 15,250 17,998 17,382
12
Market capitalisation
($m)
1,801 655 1.037 1,291 1,966
Revenue ($m) 1,024 564 874 1,189 972
Market data ($)

Synlait
25
th

percentile
Median
75
th

percentile
Average
Sample
size
Committee member
policy fees ($)
N/A 8,846 9,688 13,750 11,091
6
Market capitalisation
($m)
1,801 655 658 2,464 2,759
Revenue ($m) 1,024 540 769 976 763

Synlait Milk Limited
September 2019
Non-Executive Director fees review EY  8
4 Summary and recommendations
4.1 Chair
Synlait’s Chair fee of $169,000 is aligned to the median of the
comparator group data for Chair base fees, with a comparative ratio of
99%.
4.2 NEDs
Synlait’s NED fee of $85,000 is aligned to the median of the comparator
group data for NED base fees, with a comparative ratio of 100%.
4.3 Committee fees
Synlait’s Chair fee for the Audit and Risk Committee is between the 25
th

percentile and median, whereas the Chair fee for the People,
Environment & Governance Committee is at the 75
th
percentile of the
comparator group.
We note that just under half the sample pay committee member fees to
their Audit and Financial Risk committees and a further five pay fees to
members of the Remuneration committee. We recommend Synlait
monitor practice in this area as it may be a policy the Company wish to
consider in the future.


4.4 Conclusion and recommendation
Based on the comparator group organisations with a similar profile,
Synlait is ranked 5
th
for revenue and 3
rd
for market capitalisation. This
positions Synlait above the middle of the comparator group with respect
to the revenue ranking and within the top quartile for market
capitalisation ranking.
Based on the information provided in this report, we propose the
following increases:
► A 5% adjustment to Synlait’s Chair fees, increasing them from
$169,000 to $178,000
► A 4.6% increase to Synlait’s NED fees, resulting in fees of $88,900
► Increase the Audit and Financial Risk Committee Chair fees from
$12,000 to $15,250 (27%)
► No adjustment to the People, Environment & Governance Committee
Chair fees.

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