The a2 Milk Company Limited logo

Capital Change Notice

Capital Change11 June 2020ATMConsumer Staples

Capital Change Notice

Updated as at 17 October 2019



Notice of issue of Ordinary Shares and rights


This notice is given under the NZX Listing Rule 3.13.1 and relates to the issue of rights under ATM’s Long

Term Incentive Plan (LTI Plan).


Section 1: Issuer information

Name of issuer The a2 Milk Company Limited

NZX ticker code ATM

Class of financial product Performance Rights

ISIN (If unknown, check on NZX website) Not applicable – the rights will not be quoted

Currency NZD

Section 2: Capital change details

Number issued/acquired/redeemed 13,867 Performance Rights

Nominal value (if any) Not applicable

Issue/acquisition/redemption price per security Performance Rights issued under the LTI Plan for

nil consideration.

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)

1


0.71% of the total number of Performance Rights

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)

Performance Rights

Two tranches of performance rights have been

issued pursuant to the terms and conditions of

ATM’s LTI Plan. Each Performance Right

represents upon vesting and automatic exercise

an entitlement to acquire Ordinary Shares in the

Company on a one for one basis subject to

certain performance hurdles being satisfied.

The first tranche of 5,657 performance rights has

a nil exercise price and is due to vest in August

2021, subject to certain performance hurdles

being satisfied.

The second tranche of 8,210 performance rights

has a nil exercise price and is due to vest in

August 2022, subject to certain performance

hurdles being satisfied.

Information on the performance hurdles attached

to both tranches is set out in the Company’s

announcement to NZX and ASX dated 19

November 2019.

Reason for issue/acquisition/redemption and specific

authority for issue/acquisition/redemption/ (the

reason for change must be identified here)

Board resolutions approving the grant of

Performance Rights as part of the ongoing long

term incentive arrangements under the LTI Plan.


1

The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.



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.

(1) 739,830,151 Ordinary Shares.

(2) 1,893,973 Performance Rights^.

(3) 300,768 Time-based Rights.

There is no Treasury Stock.

^ Note that the number of Performance Rights on issue has

been adjusted so as to exclude 87,000 performance rights that

were exercised in March 2020.

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 and Listing Rule 4.6.1.

Terms or details of the issue, acquisition, or

redemption (for example: restrictions, escrow

arrangements)

Any Ordinary Shares issued on vesting and

exercise of Performance Rights will rank equally

with existing Ordinary Shares.

Date of issue/acquisition/redemption

2

11 June 2020

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


11 June 2020





2

Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant

issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 3.10.3A, 3.10.3B, 3.10.3C

+ See chapter 19 for defined terms

31 January 2020 Page 1

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other

than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN)

for that class. Further information on the requirement for the notification of an ISIN is available from

the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

The a2 Milk Company Limited

1.2 *Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

ARBN 158 331 965

1.3 *ASX issuer code A2M

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous

announcement

☐ A cancellation of a previous

announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A

reason must be provided for an update.

n/a

1.4b *Date of previous announcement to this

update

Mandatory only if “Update” ticked in Q1.4 above.

n/a

1.4c *Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

n/a

1.4d *Date of previous announcement to this

cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

n/a

1.5 *Date of this announcement 11 June 2020

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 2

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities the subject of this

notification are:

Select whichever item is applicable.

If you wish to notify ASX of different types of issues of

securities, please complete a separate Appendix 3G

for each type of issue.

☐ +Securities issued as a result of options

being exercised or other +convertible

+securities being converted and that are

not to be quoted on ASX

☐ Partly paid +securities that have been

fully paid up and that are not to be

quoted on ASX

☒ +Securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

☐ Other [please specify]

If you have selected ‘other’ please provide the

circumstances of the issue here:


2.2a.1

Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

“securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX”.

n/a

2.2a.2

And the date the options were exercised or

other +convertible securities were

converted:

Answer this question if your response to Q2.1 is

“securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

n/a

2.2b.1 Please state the number and type of partly

paid +securities that were fully paid up

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

“partly paid securities that have been paid up and that

are not to be quoted on ASX”.

n/a

2.2b.2

And the date the

+

securities were fully paid

up:

Answer this question if your response to Q2.1 is

“partly paid securities that have been paid up and that

are not to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

n/a

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 3

2.2c.1 Please state the number and type of

+securities (including their ASX security

code) issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.

13,867 performance rights (ASX:A2MAD)



2.2c.2 *Please attach a document or provide

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a

summary of the terms.

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.

A summary of the terms of the entity’s long-

term incentive plan under which the

performance rights and time-based rights

have been issued is included in the

remuneration section of the entity’s 2019

annual report and note F2 to its financial

statements for the year ended 30 June 2019

included therein. A copy of the report may

be accessed from the following URL link –

https://thea2milkcompany.com/wp-

content/uploads/The-a2-Milk-

Company_FY19-Annual-Report_double-

pages-1.pdf.

2.2c.3 *Are any of these +securities being issued

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.

No

2.2c.3.a *Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are

not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table

below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the

KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP,

insert the name of the associate in “Name of registered holder”.


Name of KMP Name of registered holder Number of +securities



2.2d.1 *The purpose(s) for which the entity is

issuing the +securities is:

Answer this question if your response to Q2.1 is

“Other”.

You may select one or more of the items in the list.

☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered

[provide details below]

☐ Other [provide details below]

Additional details:

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 4

2.2d.2 Please provide any further information

needed to understand the circumstances in

which you are notifying the issue of these

+securities to ASX, including (if applicable)

why the issue of the +securities has not

been previously announced to the market

in an Appendix 3B

You must answer this question if your response to

Q2.1 is “Other”. If there is no other information to

provide, please answer “Not applicable” or “N/A”.

n/a

2.3 *The +securities being issued are:

Tick whichever is applicable

☒ Additional +securities in an existing

unquoted class that is already recorded

by ASX ("existing class")

☐ New +securities in an unquoted class

that is not yet recorded by ASX ("new

class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question

No.

Question Answer

3A.1 *ASX security code & description Performance rights (ASX:A2MAD), each

being an entitlement to receive one fully

paid ordinary share in the capital of The

a2 Milk Company Limited (ASX:A2M)

subject to satisfaction of vesting conditions

that include performance hurdles.

3A.2 *Number of +securities being issued 13,867 performance rights (ASX:A2MAD)

3A.3a

*Will the +securities being issued rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

Yes

3A.3b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3A.3a is

“No”.

n/a

3A.3c *Provide the actual non-ranking end date

Answer this question if your response to Q3A.3a is

“No” and your response to Q3A.3b is “Yes”.

n/a

3A.3d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3A.3a is

“No” and your response to Q3A.3b is “No”.

n/a

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 5

3A.3e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3A.3a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

n/a

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question

No.

Question Answer

3B.1 *Security description

3B.2 *Security type

Select one item from the list that best describes the

securities the subject of this form. This will determine

more detailed questions to be asked about the security

later in this section. Select “ordinary fully or partly paid

shares/units” for stapled securities or CDIs. For interest

rate securities, please select the appropriate choice

from either “Convertible debt securities” or “Non-

convertible debt securities”. Select “Other” for

performance shares/units and performance

options/rights or if the selections available in the list do

not appropriately describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Other

3B.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are issuing a new class of

securities other than CDIs. See also the note at the top

of this form.


3B.4 *Number of +securities being issued

3B.5a

*Will all the +securities issued in this class

rank equally in all respects from the issue

date?


3B.5b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.5a is

“No”.


3B.5c *Provide the actual non-ranking end date

Answer this question if your response to Q3B.5a is

“No” and your response to Q3B.5b is “Yes”.


3B.5d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3B.5a is

“No” and your response to Q3B.5b is “No”.

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 6

3B.5e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3B.5a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.


3B.6 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities

being issued

You may cross reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.


3B.7 *Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.


3B.8a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.



*Will there be CDIs issued over the

+securities?


*CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).


*Is it a partly paid class of +security?

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 7

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be

called amount on any security considered ‘partly

paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).


*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.


3B.8b Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the exercise price is

payable.


*Exercise price

The price at which each option can be exercised and

convert into the underlying security. If there is no

exercise price please answer as $0.00.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).


*Expiry date

The date on which the options expire or terminate.


*Details of the number and type of

+security (including its ASX security code if

the +security is quoted on or recorded by

ASX) that will be issued if an option is

exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)“.


3B.8c

Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3B.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 8

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).


*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

Frequency of coupon/interest payments

per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

First interest payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the

question above on the frequency of coupon/interest

payments


Interest rate per annum

Answer this question if the interest rate type is fixed.


*Is the interest rate per annum estimated

at this time?

Answer this question if the interest rate type is fixed.


If the interest rate per annum is estimated,

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this

time.


*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed


*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is “Yes”.


*Does the interest rate include a margin

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 9

*What is the margin above the reference

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is “Yes”.


*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

• “Not applicable” means s128F is not applicable to

this security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable

*Is the +security perpetual (i.e. no maturity

date)?


*Maturity date

Answer this question if the security is not perpetual


*Select other features applicable to the

+security

Up to 4 features can be selected. Further information

is available in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Hybrid Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?


*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 10

Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert “1,000 fully paid ordinary

shares (ASX:ABC)“.


Part 4 – Issue details

Question

No.

Question Answer

4.1 *Have the +securities been issued yet? Yes

4.1a *What was their date of issue?

Answer this question if your response to Q4.1 is

“Yes”.

11 June 2020

4.1b *What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

n/a

4.2 *Are the +securities being issued for a

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question “No”.

No

4.2a *In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

“Yes”.

n/a

4.2b *What is the issue price per +security

Answer this question if your response to Q4.2 is “Yes”

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as “No” and complete Q4.2c.

n/a

4.2c

Please describe the consideration being

provided for the +securities

Answer this question if your response to Q4.2 is “No”.

Employee incentive

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 11

4.3 Any other information the entity wishes to

provide about the issue

Two tranches of performance rights have

been issued.

The first tranche of 5,657 performance rights

has a nil exercise price and is due to vest in

August 2021, subject to certain performance

hurdles being satisfied.

The second tranche of 8,210 performance

rights has a nil exercise price and is due to

vest in August 2022, subject to certain

performance hurdles being satisfied.

Information on the performance hurdles

attached to both tranches is set out in the

Company’s announcement to NZX and ASX

dated 19 November 2019.

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of

the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued

by the entity.

Restricted securities should be included in table 5.1.

5.1


*ASX security code and description *Total number of +securities on issue

A2MAB – Options issued on 17-Aug-2015 with

an exercise price of NZ$0.63

3,200,000

A2MAD – Performance rights 1,893,973

A2MAE – Time-based rights 300,768

Note 1: Each of the above securities represents an entitlement to receive one fully paid ordinary share in the

capital of The a2 Milk Company Limited (ASX:A2M) subject to satisfaction of applicable exercise or vesting

conditions.

Note 2: Note that the number of Performance Rights on issue has been adjusted so as to exclude 87,000

performance rights that were exercised in March 2020.

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt

Listings do not need to complete this Part) and:

- your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted

on ASX”; or

- your response to Q2.1 is “Other”

Question

No.

Question Answer

6.1 *Are the securities being issued under

Listing Rule 7.2 exception 13

1

and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.

No


1

Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 12

6.2 *Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the response to Q6.1 is “No”.

No

6.2a

*Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is “No”

and the response to Q6.2 is “Yes”.

n/a

6.2b

*Are any of the +securities being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is “No”

and the response to Q6.2 is “No”.

No

(The entity is exempt from rule 7.1 pursuant

to ASX waiver no. WLC150056-005 dated

31 March 2015.)

6.2b.1 *How many +securities are being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is “No”,

the response to Q6.2 is “No” and the response to

Q6.2b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.

n/a

6.2c *Are any of the +securities being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is “No”

and the response to Q6.2 is “No”.

n/a


(a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and

the maximum number of equity securities proposed to be issued under the scheme were set out in the

prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

(b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as

an exception to this rule. The notice of meeting must have included:

• a summary of the terms of the scheme.

• the number of securities issued under the scheme since the entity was listed or the date of the last

approval under this rule;

• the maximum number of +equity securities proposed to be issued under the scheme following the

approval; and

• a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme

does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the

case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the

entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the

case of (b) above).

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 13

6.2c.1 *How many +securities are being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A?

Answer this question if the response to Q6.1 is “No”,

the response to Q6.2 is “No” and the response to

Q6.2c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

n/a

Introduced 01/12/19; amended 31/01/20

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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