Amended: Acquisition of Dairyworks Synlait presentation

ACQUISITION OF DAIRYWORKS
SUMMARY OF STRATEGIC RATIONALE
12 March 2020

2
TRANSACTION OVERVIEW
•Conditional purchase of shares in Dairyworks announced for $112 million in October 2019
•Price reflective of an approximate 7.1x EBITDA multiple (previously 7.5x) based on last twelve months of forecast earnings
to 31 March 2020. Transaction funded by existing banking facilities
•Overseas Investment Office consent under the Overseas Investment Act 2005 has been granted.
Settlement to take place on 1 April 2020
TRANSACTION
OVERVIEW
ACQUISITION
RATIONALE
ABOUT
DAIRYWORKS
•Accelerates Synlait’s diversification strategy achieving instant scale in the Everyday Dairy category. Dairyworks has a strong
market presence in cheese, retail butter and grocery channels, reducing Synlait’s site, customer, product and market risk
•Talbot Forest and Dairyworks are a natural fit. Supply chain synergies over time through vertical integration with
Talbot Forest Cheese
•Provides an opportunity to extract more value from Synlait’s milk pool by moving closer to the consumer and owning more
of the value chain
•Dairyworks brings to Synlait an innovative, agile and nimble FMCG culture, which will help further expand our category
offerings and products
•Financially attractive and immediately earnings per share accretive
•A New Zealand market leader in the Everyday Dairy category with a growing Australian presence
•Dairyworks supplies New Zealand consumers with almost half of its cheese, a quarter of its butter, as well as milk powder and
the award-winning Deep South ice cream
•Highly experienced FMCG executive team in the business to drive long-term growth

3
ACQUISITION RATIONALE
ATTRACTIVE SECTOR
GROWTH OPPORTUNITIES
COMPLEMENTARY CULTUREFINANCIALLY SUSTAINABLE
• Industry players remain limited and
unintegrated in cheese and butter
and have high barriers to entry
• Consumers preferences within
cheese category evolving to
convenience and specialty. These
are valued added products
• Export growth potential for New
Zealand dairy businesses is
significant. New Zealand’s strong
dairy reputation enables businesses
to leverage ‘brand New Zealand’ to
access large and growing global
dairy markets
• Utilise Dairyworks innovative, agile
and nimble FMCG culture to expand
category offerings and products
• Continue to maximise strong
on-shelf New Zealand brand, and
leverage emerging Australian grocery
beachhead to grow rapidly
• Ability to leverage fresh milk line at
Dunsandel to expand Dairyworks
offering over time
• Dairyworks is a nimble and innovative
company like Synlait
• Dairyworks purpose ‘Make Life Easy’
complements Synlait’s purpose ‘Doing
milk differently for a healthier world’
• Christchurch-based
• Equipment and management structure
recently invested in
• Provides a high-value channel to
market for cheese produced at
Talbot Forest
• Financially compelling transaction
reflected in attractive acquisition
multiple and earnings per share
accretion
• Earnings growth trajectory
demonstrates potential for further
shareholder value creation over the
long-term
SYNERGIES WITH SYNLAIT: WHAT DAIRYWORKS BRINGS TO OUR BUSINESS
• Diversification of customers, categories and markets
• Supply chain synergies over time through vertical integration with Talbot Forest Cheese and working capital benefits
• Ability to better optimise Synlait’s milk pool and get more value from what we process
• Cultural alignment

4
OVERVIEW OF DAIRYWORKS

DAIRYWORKS IS A MARKET LEADER ...
5
STRONG MARKET
POSITIONS
CHEESE
#
1
BUTTER
#
2
ICE CREAM
#
4
MILK POWDER
#
4
STRONG WELL
RECOGNISED BRANDS
STRONG CUSTOMER
BASE

... WITH A STRONG PRODUCT PORTFOLIO
IN CONSUMER DAIRY
6
ProductsInputsProcessingExample product typesSales and marketing/distribution
CheeseBulk cheese
supply (20kg
blocks)
Cut, process, package:
• Dairyworks brands
• Contract brands
• 1kg, 750g, 250g blocks
• Cheese slices
• Grated / powdered cheese
• Shaved cheese
• Cheese sticks
• Cheese and cracker snacks
• Soft cheeses
• Supermarkets
• Food Service (including convenience /
service stations)
• Export
ButterFinished and
bulk supply
• Currently all processing
and packaging carried
out by Fonterra
• New butter stick line put
in place this year
• 500g blocks
• 227g (half pound)
and 454g (pound)
• New 100g butter sticks
• Supermarkets
• Food Service (including convenience /
service stations)
• Export
Ice CreamBulk cream and
other ingredient
supply
Churn ice cream, package:
• Dairyworks
• Deep South brand
• Contract brands
• Dairyworks 5 litre and 16 litre
• Deep South 125ml/450ml/950ml
and 2 litre
• 5 Litre / 10 litre Food Service
• Supermarkets
• Food Service (including convenience /
service stations)
• Export
Milk PowderFinished
packaged milk
powder
• Nil (all processing
is outsourced)
• Full Cream Milk Powder
(400g & 1kg)
• Skim Milk Powder
(400g & 1kg)
• Supermarkets
• Food Service (including convenience /
service stations)
• Export
DAIRYWORKS PRODUCTS, PROCESSES AND SALES CHANNELS
The company produces over 500 products. A snapshot of the product types is set out below

... AND POTENTIAL TO EXPAND INTO NEW
MARKETS AND CHANNELS FOR FUTURE GROWTH
7
GEOGRAPHY SPLIT*CHANNEL SPLIT*CATEGORY SPLIT*
90% New Zealand
8% Australia
2% Rest of world
*Splits represents total revenue for the 12 months to February 2020
75% New Zealand grocery
15% Food service
8% Australia grocery
2% Export
47% Cheese
25% Butter
9% Ice cream
19% Milk powder

8
2001200320052007200920112013201520172019
200220042006200820102012201420182016
... WITH A TRACK RECORD OF DELIVERING
Alpine gained its first
contract packaging
opportunities for
retail
Dairyworks was
established in
Temuka with Alpine
cheese as its first
branded product
Alpine was launched
nationally into
Progressive stores
Introduced a new
grating plant and
block line, and the
first slicer. Won the
signature Range
contract for
Progressive
The company moved
from Temuka to
Christchurch
Automated grate
line and block lines
installed
Dairyworks acquired
the Grate Kiwi
Cheese Company
Dairyworks started
to produce
ice cream
Investment
New rotary filler and butter
processing line installed
Range Win
Range expansion in
Woolworths Australia
Secured new Private
Label contracts
for Foodstuffs and
Woolworths
First major contract
with food service
grated cheese for
foodstuffs
The Rolling Medow
brand was launched
into Foodstuffs
The company
was rebranded to
Dairyworks
Addition of two new
block lines to take
throughout capacity
from 56 blocks per
minute to 160 blocks
per minute
22 new products
were introduced
alongside a new
Dairyworks brand.
New facility built
Dairyworks acquired
Dairymaid Foods NZ
Limited
Acquired Deep
South Ice Cream.
Ice Cream
manufacturing
relocated from
invercargill to
Christchurch
Investment
New 500g slice machine.
Semi auto bulk filter
Customer Win
Launched Dairyworks brand into
Woolworths Australia

9
MEET THE TEAM
• Dairyworks will be a subsidiary
of Synlait and operate as a
stand-alone business, with its
CEO Tim Carter, reporting to
Synlait CEO Leon Clement
• Dairyworks has an experienced
executive leadership team with
deep dairy and consumer
brands experience
• Christchurch manufacturing
facility is home to a team of
more than 230 employees in
processing, production and
administration roles
Simon Cross
General Manger
Operations
Tim Carter
Chief Executive Officer
Adam Maxwell
General Manager
Sales & Marketing
Kieran Hayes
Chief Financial Officer
• Tim joined Dairyworks
in 2018
• 20+ years experiance in
the New Zealand FMCG
and dairy industry
• Previously worked with
Fonterra for over 18 years
across multiple roles
• Keiran joined Dairyworks
as CFO in February 2017
• 9 years with KPMG in a
variety of New Zealand
and Asian offices, advising
a number of large scale
Australasian businesses
• Member of Institute of
New Zealand Chartered
Accountants and qualified
Barrister and Solicitor of
the High Court of New
Zealand
• Simon has worked at
Dairyworks for eight years,
holding various positions
within the business
ranging from operational
and supply chain
leadership roles to Head
of Sales & Marketing
• He has spent the last
18 months as General
Manager Operations &
Supply Chain
• Prior to Dairyworks Simon
held senior management
positions in the hotel
industry
• Joined Dairyworks in 2018
• 30 years experiance in
sales and marketing in
the UK and New Zealand
across a range of FMCG /
Technology companies
• Management and excutive
level marketing and
sales experiance with
Diageo, Fonterra, Canon,
Independent Liquor NZ,
DB Breweries and ENZA.
Highly experienced FMCG executive team in the business to drive long-term growth

10
EXPECTED SYNERGIES WITH SYNLAIT

11
EXPECTED
SYNERGIES
WHAT DAIRYWORKS BRINGS TO SYNLAIT:
1. Diversification of customers, categories and markets
2. Supply chain synergies over time through vertical
integration with Talbot Forest Cheese and working
capital benefits
3. Ability to better optimise Synlait’s milk pool and get
more value from what we process
4. Cultural alignment

12
1. DIVERSIFICATION
Acquisition accelerates diversification strategy and further reduces site, customer, category and market concentration risk.
Revenue by categoryRevenue by channelRevenue by geography
After
(Synlait and Dairyworks)
After
(Synlait and Dairyworks)
After
(Synlait and Dairyworks)
Before
(Synlait)
Before
(Synlait)
Before
(Synlait)
Powders and cream
Consumer packaged products
Lactoferrin
Everyday Dairy
Other
Business to business
Business to consumer
China
Rest of Asia
Middle East and Africa
Rest of world
New Zealand
Australia
Category, channel and geography splits based on forecast FY20 revenue

13
2. TALBOT FOREST AND DAIRYWORKS
ARE A NATURAL FIT
• Talbot Forest is primarily a
manufacturer of cheese,
with some processing capability.
It processes raw milk into
20kg blocks which are
matured before being used
in secondary processing
• Dairyworks is a secondary
processor of cheese. It procures
20kg cheese blocks from other
suppliers, and processes these
into consumer ready products
• Provides higher-value retail
channel to market/products for
cheese produced by Talbot Forest
• Dairyworks’ bulk cheese
requirements will only be
partially met by Talbot Forest, so
procurement flexibility is retained
Example of supply chain synergies over time through vertical integration with Talbot Forest
Synlait milk
delivered to Talbot
Forest
Secondary
processing and
packaging
Synlait milk
delivered to Talbot
Forest
Processed into
20kg block cheese
at Talbot Forest
Maturation and
storage onsite
20kg blocks
transported to
Dairyworks site
Secondary processing
and packaging at
Dairyworks
Transported to
and stored at
distribution centre
Delivered to
customer
Processed into 20kg
block cheese
Transported
back to Talbot Forest
Delivered to
customer
Transported to
offsite storage
Raw materials stored
at multiple 3rd party
facilities
Transported to
Dairyworks for
secondary processing
Secondary
processing and
packaging
Transported to
and stored at
distribution centre
Delivered to
customer
20kg block cheese
purchased from
international parties
Maturation and storage
at 3
rd
party facility
20kg block cheese
purchased from
domestic parties
SYNLAIT
INTEGRATED
PROCESS
TALBOT
FOREST
CHEESE
DAIRYWORKS
CURRENT STATE
FUTURE STATE

14
3. STREAM OPTIMISATION OPPORTUNITIES
• Talbot Forest and Dairyworks provide flexibility to
optimise stream returns above base commodity prices
• By moving closer to the consumer and owning more
of the value chain, there is opportunity to extract more
value from Synlait’s milk pool
• Dairyworks product mix evolving to more convenience /
snacking offerings also creates additional value
$ / per tonne sell price
* Global Dairy Trade reference prices
** Dairyworks average sale price
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
Whole Milk Powder*Cheddar*Dairyworks
Cheese**
0
12 month average ($NZD)
Current retail sales prices
$10.90/kg$18/kg$26/kg

15
4. CULTURAL ALIGNMENT
Founded approximately 10 years ago
Disruptive and innovative approach to creating new value
Track record for building long-term partnerships
Dairyworks ‘Make Life Easy’ complements
Synlait’s ‘Doing milk differently for a healthier world’
MATURITY
BUSINESS MODEL
CUSTOMERS
PURPOSE

16
FINANCIAL OVERVIEW

17
TRANSACTION SUMMARY AND GUIDANCE UPDATE
•S
ynlait announced the conditional purchase of Dairyworks
for $112 million in October 2019, with the transaction funded by
existing banking facilities. Settlement to take place on
1 April 2020
•Price reflective of an approximate
7 .1 x EBITDA (8.1x EBIT) multiple
based on last twelve months of forecast earnings to 31 March
2020. This is lower than the previously announced 7.5x EBITDA
multiple due to business growth over and above expectations
•Effective date of the transaction is 30 September 2019, with
a ‘locked box’ period to settlement on 1 April 2020. Under
this transaction mechanic, business earnings, forecast to be
approximately $7 million during this time, are for the benefit
of Synlait and remain in Dairyworks after settlement
•Synlait will consolidate earnings of Dairyworks upon settlement,
and can now confirm that Dairyworks is expected to make an
EBITDA contribution of approximately $4 million in the remainder
of FY20. This translates to a Net Profit After Tax contribution of
approximately $2 million, after borrowing costs and deprecation.
Synlait reiterates it therefore remains comfortable with its FY20
earnings guidance range, which is between $70 million and
$85 million net profit after tax
•Combined, Talbot Forest and Dairyworks, expected to achieve
Synlait’s requirement of a pre-tax return on invested capital of
20% after expected synergies
•Synlait looks forward to a fuller discussion around its financial
performance on Thursday 19 March when it releases its Half Year
2020 financial results

18
DISCLAIMER
• This presentation is intended to constitute a summary of certain information about
Synlait Milk Limited (“Synlait”) or in connection with its purchase of the shares
in Dairyworks Limited. It should be read in conjunction with, and subject to, the
explanations and views in documents previously released to the market by Synlait.
• This presentation is not an offer or an invitation, recommendation or inducement to
acquire, buy, sell or hold Synlait’s shares or any other financial products and is not
a product disclosure statement, prospectus or other offering document, under New
Zealand law or any other law.
• This presentation is provided for information purposes only. The information contained
in this presentation is not intended to be relied upon as advice to investors and does
not take into account the investment objectives, financial situation or needs of any
particular investor. Investors should assess their own individual financial circumstances
and should consult with their own legal, tax, business and/or financial advisers or
consultants before making any investment decision.
• Any forward looking statements and projections in this presentation are provided as
a general guide only based on management’s current expectations and assumptions
and should not be relied upon as an indication or guarantee of future performance.
Forward looking statements and projections involve known and unknown risks,
uncertainties, assumptions and other important factors, many of which are beyond
the control of Synlait and which are subject to change without notice. Actual results,
performance or achievements may differ materially from those expressed or implied in
this presentation. No person is under any obligation to update this presentation at any
time after its release except as required by law and the NZX Listing Rules, or the ASX
Listing Rules.
• Any forward looking statements in this presentation are unaudited and may include
non-GAAP financial measures and information. Not all of the financial information
(including any non-GAAP information) will have been prepared in accordance with,
nor is it intended to comply with: (i) the financial or other reporting requirements of
any regulatory body or any applicable legislation; or (ii) the accounting principles
or standards generally accepted in New Zealand or any other jurisdiction, or with
International Financial Reporting Standards. Some figures may be rounded and so
actual calculation of the figures may differ from the figures in this presentation. Some of
the information in this presentation is based on non-GAAP financial information, which
does not have a standardised meaning prescribed by GAAP and therefore may not
be comparable to similar financial information presented by other entities. Non-GAAP
financial information in this presentation has not been audited or reviewed.
• Any past performance information in this presentation is given for illustration purposes
only and is not indicative of future performance and no guarantee of future returns is
implied or given.
• While all reasonable care has been taken in relation to the preparation of this
presentation, to the maximum extent permitted by law, no representation or warranty,
expressed or implied, is made as to the accuracy, adequacy, reliability, completeness
or reasonableness of any statements, estimates or opinions or other information
contained in this presentation, any of which may change without notice. To the
maximum extent permitted by law, Synlait, its subsidiaries, and their respective
directors, officers, employees, contractors, agents, advisors and affiliates disclaim
and will have no liability or responsibility (including, without limitation, liability for
negligence) for any direct or indirect loss or damage which may be suffered by
any person through use of or reliance on anything contained in, or omitted from,
this presentation.
• All values are expressed in New Zealand currency unless otherwise stated.
• All intellectual property, proprietary and other rights and interests in this presentation
are owned by Synlait.

INVESTORS
Hannah Lynch
Corporate Affairs Manager
+64 21 252 8990
hannah.lynch@Synlait.com
MEDIA
Linda Chalmers
Senior Communications Advisor – External
+64 21 951 347
linda.chalmers@synlait.com