The a2 Milk Company Limited logo

FY20 Results and Annual Report

Full Year Results18 August 2020ATMConsumer Staples

Results announcement
19 August 2020



Results for announcement to the market

Name of issuer The a2 Milk Company Limited

Reporting Period 12 months to 30 June 2020

Previous Reporting Period 12 months to 30 June 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

1,731,131 33.1%

Total Revenue 1,732,527 32.8%

Net profit from continuing

operations

388,167 31.8%

Total net profit 385,837 34.1%

Interim/Final Dividend

Amount per Quoted Equity

Security

The Company does not propose to pay a dividend for the year

ended 30 June 2020

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date No applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.48 $1.04

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For further information refer to the attached:

Audited Annual Report for the year ended 30 June 2020

Full Year Results Commentary

Full Year Results Presentation


Authority for this announcement

Name of person


authorised

to make this announcement


Jaron McVicar


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


19/08/2020


Audited financial statements accompany this announcement.

---

NZX Code: ATM
ASX Code: A2M


The a2 Milk Company Limited

www.thea2milkcompany.com


19 August 2020

NZX/ASX Market Release


Strong financial results and execution continuing


Results highlights for the full year ended 30 June 2020 (NZ$)

1,2,3


• Total revenue of $1.73 billion, an increase of 32.8%

• EBITDA

4

of $549.7 million, an increase of 32.9%

• Net profit after tax of $385.8 million, an increase of 34.1%

• Basic earnings per share (EPS) of 52.39 cents, an increase of 33.5%

• EBITDA to sales margin of 31.7%

• Operating cash flow of $427.4 million and a closing cash balance of $854.2 million

• Marketing investment of $194.3 million

5

targeting opportunities in China and the USA, an increase of

45.1%

• Group infant nutrition revenue of $1.42 billion, up 33.8%

• Strong growth in China label infant nutrition, with sales more than doubling to $337.7 million and

distribution expanded to ~19.1k stores

• USA milk revenue growth of 91.2% and distribution expanded to ~20.3k stores




1

All figures are in New Zealand Dollars (NZ$) unless otherwise stated.

2

All comparisons are with the 12 months ended 30 June 2019 (FY19), unless otherwise stated.

3

All figures are quoted based on all operations of the Group, including discontinued operations, unless otherwise stated.

4

Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company believes

that it assists in providing investors with a comprehensive understanding of the underlying performance of the business. A

reconciliation of EBITDA to net profit after tax is shown at the end of this document.

5

From continuing operations.



2

Summary of Group performance

The a2 Milk Company has made significant gains in revenue and earnings, with strong performances in all

key product segments, and across all core markets.

Our performance was robust throughout the year and we demonstrated significant resilience in the second

half managing the business in the face of the COVID-19 global pandemic.

Through these unprecedented times, we have been fortunate to continue experiencing strengthening

levels of consumer demand and worked closely with our strategic partners and customers to ensure supply

chains remained open and consumer needs continued to be met.

We estimate that COVID-19 had a modest positive impact on revenue and earnings for the year.

Additionally, our business was favourably impacted by foreign exchange movements.

Our overall result reflects the continued growth in our infant nutrition segment with sales totalling $1.42

billion for the period – an increase of 33.8% on the prior corresponding period.

In line with our strategy, our growth in China label infant nutrition products was significant, with sales

effectively doubling to $337.7 million. We achieved this while also continuing to achieve growth in our

English label infant nutrition products with growth of 21.2%.

Our revenue in the third quarter was well above expectations due to the impact of changes in consumer

purchase behaviour arising from the COVID-19 situation. This included an increase in pantry stocking

particularly via online and reseller channels.

In our view, a proportion of consumer pantry stocking driven by COVID-19 unwound in the fourth quarter.

However, this will remain a dynamic situation and we will continue to monitor changes in consumer

behaviour moving forward.

We again achieved solid growth in our liquid milk businesses in Australia and the USA, with sales across the

Group

6

totalling $222.0 million up 29.7%. Liquid milk sales in Australia were up 14.1% to $152.5 million and

sales in the USA almost doubled during the year to $66.1 million, driven by improved sales velocity in

established stores as well as an expanded store footprint.

Our gross margin percentage

5,7

increased to 56.0%, benefiting from improved price yield and the positive

effects of currency movements, partially offset by COGS increases related to infant formula.

During the year we invested $194.3 million

8

in marketing, to drive brand awareness and conversion to trial

in our key growth markets. This was slightly lower than our forecasted $200 million due to efficiencies in

media spend in the fourth quarter.

We delivered a full year EBITDA margin of 31.7% which was in line with the guidance we provided in April.

Net cash flow from operating activities for the period was $427.4 million representing a high cash

conversion rate.

Our balance sheet remains in a very robust position. Our closing cash position of $854.2 million reflects

growth in revenue and earnings. This will continue to be important in the execution of our growth strategy,

including potential participation in manufacturing.

We finished the year with inventory of $147.3 million. This was higher than prior years, in part reflecting

our growing business, as well as the decision to carry a higher level of inventory as a safety buffer given the

uncertainties of COVID-19. Additionally, at the end of the period, we have recognised a provision for a

quantity of finished stock that is on-hold awaiting further testing to ensure it fully meets our standard of

specification.



6

From continuing operations.

7

Gross margin percentage is calculated as revenue less cost of goods sold, divided by revenue.

8

From continuing operations.



3


Delivering on our strategic priorities and business objectives

We have made significant progress on the execution of our strategic initiatives throughout the year.

We are committed to a focused approach to pursuing our strategic growth priorities:

1. Maximise growth from existing products in core markets;

2. Broaden our product portfolio in core markets; and

3. Expand in other targeted markets.

With the benefit of the comprehensive work undertaken during 2019 to enhance our understanding of the

consumer and sales channels in our core markets, we have continued to increase levels of investment in

marketing and capability to execute our growth plan.

In Australia, we have continued to build on our market leading positions in fresh milk and infant nutrition,

whilst leveraging this to launch new products, such as a2 Smart Nutrition™, to drive further specialised

nutritional products to consumers graduating from infant nutrition.

In China, we remain focused on strengthening our infant nutrition position in-market which we believe still

has significant runway for growth. It is pleasing to see our investments in brand, trade activities and people

driving strong sales momentum, in particular within our China label infant formula brand, a2 至初®, which

now accounts for 24% of our total infant formula business.

In the USA, we continue to build brand awareness and drive towards meaningful scale.

Our targeted exploration of new markets continues. In October we launched a new Hong Kong label range

of infant formula, in December we launched Stages 1-3 infant formula in Korea with our partner,

YuhanCARE (Yuhan), and in March we entered into a new licensing agreement with AgriFoods in Canada to

produce, market and distribute our fresh milk brand.

Work progressed during the year to expand our product portfolio in China. A growing range of fresh, long

life milk and powder products targeting families is expected to become a meaningful growth engine over

time.

Capital allocation framework

As we noted in February 2020, as part of the Board’s ongoing review of the most appropriate use of capital

for the business, we continue to prioritise investment in growth initiatives ahead of returning capital to

shareholders.

As we have announced previously, due to the increasing scale of our infant nutrition business, we consider

it now appropriate to assess participation in manufacturing capacity and capability to complement our

existing supply chain relationships. Accordingly, we are presently evaluating opportunities to address this

issue, with significant progress made during the year.

With our cash balance growing it has become increasingly important for the business to review our capital

requirements going forward. A significant review of our capital allocation framework was commenced in

the second half with a view to defining the discipline and prioritisation of our financial parameters in a way

that optimises and supports our long-term plan.

Leveraging our strategic partnerships

This year has again highlighted the importance of key strategic partnerships. This remains a core element of

our capital-smart business model.

We acknowledge and thank all our suppliers and customers for their support and assistance throughout the

year. In particular, we acknowledge our three key strategic partners China State Farm, Synlait Milk and

Fonterra. We have refocused our relationship with Fonterra and look forward to potential new

opportunities to provide meaningful benefits to both companies in the medium term.



4

1. Deliver Asia Pacific sales strategy outcomes

Our Asia Pacific business revenue was $1.66 billion, up 31.5%, with EBITDA of $690.5 million, up

32.0%. This included:

• ANZ segment revenue of $965.7 million, up 14.6%, with EBITDA of $465.6 million, up 19.9%

• China & Other Asia segment revenue of $699.4 million, up 65.1%, with EBITDA of $224.9 million,

up 66.7%


Infant nutrition

Our Asia Pacific infant nutrition portfolio comprising predominantly China and English label

products delivered $1.42 billion, up 33.8% on the prior corresponding period (‘PCP’). China label

infant nutrition products can be sold via mother and baby stores (MBS), modern supermarkets and

domestic e-commerce retail channels. English label products can be sold through ANZ retailers,

ANZ-sourced resellers and cross border e-commerce (CBEC) channels. We continue to leverage a

multichannel approach to ensure we can cater to our consumers’ differing shopping needs.

We have substantially increased our in-market capability with many new hires to the China team

and further optimised our distributor arrangements which have allowed us to improve our in-

market execution at both a brand and retail level.

Despite COVID-19 causing some disruptions and changing consumer behaviour across the

marketplace, we managed to maintain our sales growth momentum. However, with a shift of sales

from offline to online channels we chose to pause some of our marketing plans while we observed

the impacts of these changes. As restrictions eased in China during the second half, we resumed

the scale of our marketing programme including significant media investment and working with our

distributors and retailers to improve our brand experience in-store. We are pleased with the impact

this had on sales growth and brand awareness across all our key channels.


Infant nutrition – China label channels

We achieved sales of $337.7 million for a2 至初® China label infant nutrition, which was over 100%

growth on PCP and 62.7% growth for the half. Our MBS value share was 2.0% compared to 1.7% at

HY20, up from 1.3% at FY19

9

.

These results are an outcome of consistent investment in advertising, our strategy of pursuing

distribution in high productivity stores and optimising in-store execution. These efforts are

underpinned by increased data analytics capability to ensure our investments are optimised.

Offline store closures associated with COVID-19 disruptions during the third quarter meant we

added fewer new stores to our offline footprint in the second half, increasing to 19.1k stores

compared with 18.3k at the end of 1H20. However, we worked closely with our distributors and

retail partners through these disruptions, including to fulfil orders via direct home deliveries, within

the bounds of internal travel restrictions.

We launched a China label version of our Stage 4 product and introduced a tamper-evident lid for

our Stages 1, 2 and 3 China label products in December, to further enhance product security and

provide additional differentiation with our English label products. Our infant nutrition portfolio is

complemented by our other nutritional products as we broaden our appeal to existing consumers

and seek to connect with new consumers.




9

Source: Nielsen MBS – 12-month market value share.



5

Infant nutrition – Cross border e-commerce

We delivered a2 Platinum® English label infant nutrition sales of $341.1 million, up 40.3% and

reached a CBEC value share for the financial year of 21.7%, up from 20.6% at HY20 and up from

18.6% at FY19

10

.

It was pleasing to see our expanded market share in this strategically important sales channel given

heightened competitive activity across 2H20 and we continued to invest in driving demand across

e-commerce platforms. There has been a concerted effort throughout the year to better track and

understand the effectiveness of our digital marketing tools with an increased focus on data

analytics to further refine and optimise our approach. This will continue in FY21.

We performed well across the key e-commerce selling events throughout the year, including

“11/11 singles day” in November and “6/18” in June. For the “6/18” event, our a2 Platinum® Stage

3 was the top selling infant nutrition product on JD.com. and, for the first time, we were the

bestselling CBEC IMF brand overall. On Tmall, we were the second best selling CBEC IMF brand

overall and the number one CBEC flagship store.


Infant nutrition – ANZ retailers and resellers

Our infant nutrition sales in ANZ grew 14.1% delivering $745.1 million in revenue for the year. We

remain the market brand leader in Australian grocery and pharmacy channels and continue to

invest behind our brand, with our level of advertising being the highest in the category. Despite

positive growth, COVID-19 related travel restrictions negatively impacted the reseller channel due

to reduced travel between Australia and China.


Infant nutrition – market share reporting

Our business continues to evolve as we grow, particularly for consumption of Stages 3 and 4

amongst children above three years of age, and increased penetration in lower tier cities.

In our view, tracking the MBS channel with Nielsen scan data, and the CBEC channel through

Smartpath, more accurately reflects our performance and yields greater market insight. As such we

will move to reporting against these sources externally, in line with industry practice.


Liquid milk

It is pleasing to report that our Australian fresh milk business continues to perform well with total

revenue of $152.5 million. In our most mature category, we achieved double-digit revenue growth

of 14.1%. Demand in the third quarter and start of the fourth quarter was particularly strong as

consumers increased their in-home consumption during COVID-19 with many working from home

for extended periods.

Furthermore, a2 Milk™ maintained a 12 month value share of 11.3%

11

despite the strong category

value growth caused by the retail price increase of private label milk. a2 Milk™ continues to be the

only fresh milk brand ranged in all major supermarket chains and the highest brand advertiser in

the fresh milk category, maintaining very high brand awareness and loyalty which benefits the

portfolio as a whole.

We have also recently entered into an arrangement to underwrite the expansion of the

manufacturing facilities of our long-term fresh milk supply chain partner in Victoria, Kyvalley Dairy

Group (‘Kyvalley’), to support the ongoing growth of our liquid milk business.


10

Source: Smartpath CBEC – 12-month market value share.

11

IRI Australian Grocery Weighted Scan 12 months ending 30 June 2020.



6

Through this arrangement we will acquire Kyvalley’s Kyabram milk processing facilities and fund its

expansion and upgrade. Kyvalley will manage the assets under a lease and revised long-term supply

agreement.

The arrangement would involve certified dairy farmers continuing to supply Kyvalley with raw milk.

The arrangement remains subject to Foreign Investment Review Board approval.


Other nutritional products

For all other nutritional products, sales increased 30.5% to $85.2 million.

The most significant proportion of our other nutritional segment remains a2 Milk™ whole milk and

skim milk powder which is now available in ANZ and China with further potential for growth across

new channels, particularly in offline China retail channels.

a2 Smart Nutrition™ continues to show positive signs of becoming a meaningful extension of our

infant and children’s nutritional portfolio. There are encouraging indications of consumer

acceptance, and a China label version of the product was launched in January 2020, initially with a

focus on gaining distribution in MBS. A bigger roll-out, including a launch of 200mL a2 Smart

Nutrition™ UHT will be conducted into modern trade during FY21 as part of a broader channel push

to engage families across a wider portfolio of a2 Milk™ based products.

The re-launch of our nutritional product targeting mothers under new branding and a

reformulation of a2 Nutrition for Mothers™ was successfully completed in 2H20.

a2 Milk™ powder blended with Mānuka honey continued to present some manufacturing

challenges during the year, with the product to be reintroduced in 1H21.


2. Reach meaningful scale in North America

USA

We delivered revenue in the USA of $66.1 million, representing growth of 91.2% compared to the

prior corresponding period with brand awareness more than doubling, conversion rates up

significantly. Encouragingly, over 50% of our sales growth was driven from existing stores.

Our average velocities have grown within our key accounts in the range of 14% to 74%, with many

of our key accounts with average units per store per week of greater than 20-25 and some above

40. Given increased investment in building brand awareness and distribution growth, we recorded

an EBITDA loss of $50.5 million.

Distribution grew to approximately 20.3k stores, from 17.5k stores at the end of December 2019

and 13.1k stores as at end of FY19. Leveraging the consumer and channel insights obtained through

a strategic review completed in 2019, we introduced new packaging and launched a new TV

advertising campaign, both of which received positive feedback from consumers and the retail

trade, and assisted in further building brand awareness and conversion to trial.

In July 2019, we launched a2 Milk™ Coffee Creamers which have been received positively and are

performing to plan. As consumer demand for our products build, and our distribution footprint

strengthens, we expect opportunities to launch additional new products will emerge. Prior to

COVID-19 our increased in-store merchandising efforts were delivering encouraging results in

enhancing our sales velocities.

Whilst our consumption is up as compared to the prior period, from March, in-store foot traffic

during the pandemic reduced due to retailer safety policies and purchasing limitations on milk per

visit limited the growth that we may have otherwise seen for the brand. In the third quarter our

plans to increase the utilisation of a merchandising team was impacted by COVID-19. However,



7

merchandisers have returned to stores from July and are having a positive impact on retail

distribution.

The impact of COVID-19 in the USA market overall has been significant. We are seeing that

consumers are becoming more value conscious given economic uncertainties, high unemployment

rates and have adjusted our FY21 sales and marketing plans accordingly.

Hence, in FY21 we will shift our focus away from broadcast advertising media to a greater emphasis

on in-store price and activation to drive demand. We are planning promotional initiatives in

conjunction with our key retail customers with the objective of further building our facings and

sales velocity.

The outcome of this shift will be growth in volume accompanied by increased trade spend with net

revenue broadly consistent with FY20. With lower overall marketing spend we anticipate an

improved EBITDA result for FY21.

As we build towards reaching meaningful scale in the USA, our initial milestone for the business

continues to be US$100 million of annualised sales.


Canada

In March, we entered into an exclusive licensing agreement with Agrifoods International

Cooperative Ltd (“Agrifoods”) for the production, distribution, sales and marketing of a2 Milk™

branded liquid milk for the Canadian market.

Since March, we have worked closely with Agrifoods, providing access to our intellectual property

and marketing assets as well as our proprietary systems and know-how relating to the local

sourcing and processing of a2 Milk™.

Agrifoods is leveraging its substantial capabilities in-market to establish distribution across Canada

and has primary responsibility for funding this venture. The product has recently been launched to

a number of customers in Western Canada.


3. Build towards sustainable brand leadership

Building brand value and increasing brand awareness through marketing investment remains an

important focus. We invested $194.3 million

12

in marketing during the year, which represented a

45.1% increase on prior year driven primarily by increases in our China marketing investment.

We leveraged our deepened understanding of consumers and purchasing behaviour in China to

continuously improve our marketing mix which includes consumer advertising, in-store and event

activations, digital live streaming and the development of a new brand creative platform. While we

had launched this new creative in December 2019, we decided to temporarily pause and adjust the

plan in the third quarter due to COVID-19. However, we resumed the activity in May as COVID-19

restrictions in China began to ease.

In addition to consumer marketing, our brand value is supported by investment in research and

development programmes, an increased focus on sustainability, as well as initiatives to support the

communities in which we operate.

Supporting relevant independently managed scientific studies remains important as we build our

long-term brand proposition. In September 2019, the results of a clinical trial from 75 Chinese

children aged between five and six with mild to moderate milk discomfort or lactose intolerance

(confirmed via a urinary galactose test) were published. The study reported that replacing

conventional milk with a2 Milk™ “reduced gastrointestinal symptoms associated with milk

intolerance” in many subjects and led to “a corresponding improvement in an aspect of cognitive


12

From continuing operations.



8

performance” as measured using the Subtle Cognitive Impairment Test (SCIT)

13

. The study was

independently peer reviewed and published in the USA based Journal of Pediatric Gastroenterology

and Nutrition.

We significantly stepped up our contributions to the community in 2H20 with donations to the

bushfire appeal in Australia to support regional and rural communities which is the heart of our

milk supply in Australia.

We also contributed through a series of initiatives to support those impacted by COVID-19

including product donations to frontline medical workers and consumers in Wuhan, a cash

donation to the Shanghai Red Cross and contributions to two leading Australian universities for

research into a vaccine for COVID-19.

We are also pleased with the progress we have made in our sustainability initiatives in FY20. We

have significantly improved the foundations on which we will build a meaningful and impactful

strategy going forward. Central to this, is the recent launch of The a2 Impact Fund

TM

which will be

used to bring together many of the sustainability-related activities we undertake on a daily basis, as

well as amplifying our progress against a number of identified environmental and social initiatives

and for a range of important stakeholder groups.


4. Deliver the organisation of the future

To support the execution of our overall Group strategy, we continue to build capability within the

organisation. This year we introduced a number of new roles to complement and extend our

existing capabilities, particularly in-market in China, the USA, and within certain Group functions.

We increased the size of our team to over 300 people, up 41.0% from last year.

To enhance our organisational alignment and enable the right ways of working to deliver on our

strategy, we recently reorganised our most senior executive team to form our Executive Committee

and formed a Senior Leadership Group which comprises the senior management of the business.

We also established several initiatives designed to enhance engagement and launched a revised

remuneration framework to align with our strategic direction.

Over the next two years we will be implementing new information technology systems to support

the existing organisation and provide for future growth.

We also utilised external resources to accelerate the delivery of certain outcomes and to

complement existing internal capabilities. As we improve internal capability, the composition and

level of external resourcing will moderate over time.

I would also like to take this opportunity to recognise the efforts of all our people this year. It was

one that included a number of changes and unique challenges, but the team has continued to drive

forward together, building from strength.

We are proud of what we have achieved commercially and of the way our people went about

embracing change, managing challenges and looking after each other as well as the business – truly

espousing the values of our big small company.





13

Xiaoyang S, Zailing L. Effects of Conventional Milk Versus Milk Containing Only A2 ß-Casein on Digestion in Chinese Children. J

Pediatr Gastroenterol Nutr. 2019 Jul 9.



9

Outlook

FY21

Globally, there continues to be uncertainty resulting from COVID-19, and the potential for moderation of

economic activity. This could impact consumer behaviour in our core markets, as well as participants within

the supply chain, most notably in China.

Notwithstanding these uncertainties, overall for FY21, we anticipate continued strong revenue growth

supported by our continued investment in marketing and organisational capability.

FY21 EBITDA margin is expected to be in the order of 30% to 31% reflecting:

• Higher raw and packaging material costs partially offset by price increases

• Increase of marketing investment

• FX benefit of prior year not expected to be replicated

• 3Q20 COVID-19 benefits not replicated

FY21 Capex is currently expected to be $50 million due to our ERP investment and capital projects

supporting fresh milk processing in Australia.


Medium-term target

As previously announced, the Board considers it appropriate that the Company target an EBITDA margin in

the order of 30% in the medium-term. This assumes the market performance and mix of our products

remains broadly consistent and the competitive environment evolves as anticipated. We will keep the

balance between growth and investment under constant review.







10

Reconciliation of EBITDA to net profit after tax




Full Year Ended Full Year Ended


30-Jun-20 30-Jun-19


$ 000's $ 000's



Segment EBITDA 549,719 413,610

Depreciation & amortisation (4,393) (2,176)

EBIT 545,326 411,434

Net interest income 5,746 4,277

Income tax expense (165,235) (127,970)

Net profit after tax 385,837 287,741




Geoffrey Babidge

Chief Executive Officer

The a2 Milk Company Limited


For further information, please contact:

Investors / Analysts

David Akers

Head of Investor Relations

M +61 412 944 577

david.akers@a2milk.com



Media

Rick Willis

Media partner

M +61 411 839 344

rick@networkfour.com.au

---

The a2 Milk Company Limited
2020 Annual Report

thea2milkcompany.com

2020 Annual ReportThe a2 Milk Company Limited

ARBN: 158 331 965

BUILDING FROM

STRENGTH

During this financial year we have continued to strengthen
our brand and business foundations to enable us to build

sustainable growth for future years.

Moving forward we have a heightened focus on living our

purpose, to enrich lives through the nutritional wonders

of nature, delivering to our financial ambitions, and to

further improving the meaningful impact we can make on

the broader communities and world in which we operate.

GROWING

RESILIENCE

STRENGTHENING

IMPAC T

HIGHLIGHTS

GROUP PERFORMANCE

$1.73bn

Revenue 32.8%

$549.7m

EBITDA 32.9%

$385.8m

NPAT 3 4 .1%

52.39c

Earnings per share

33.5%

$4 27. 4m

Operating cash flow

$854.2m

Cash on hand

PRODUCT SEGMENT REVENUE

$223.4m

Liquid milk 27.7%

$1.42bn

Infant nutrition 33.8%

$85.2m

Other nutrition 29.6%

REGIONAL HIGHLIGHTS

Asia PacificUSA

101.2%

China label

infant nutrition

40.3%

English label

1

infant nutrition

91.2%

Milk sales growth

19.1k

China store distribution

14 .1%

Australian milk sales

20.3k

Store distribution

1 Includes Hong Kong and Korean label

2 The a2 Milk Company Building from strength 3

4 The a2 Milk Company
FY20 highlights 02

Our Chair 08

CEO’s year in review 10

Building a sustainable future 22

Corporate governance 38

Our directors 40

Our executive committee 42

Governance 44

Remuneration 49

Financial statements 54

Other information 102

CONTENTS

Building from strength 5 4 The a2 Milk Company

Company founded in
New Zealand by

Dr Corrie McLachlan

and Howard

Paterson, armed with

unique intellectual

property and a

growing belief of the

effects different milk

proteins have on

human health

2012

The company name

changes from A2

Corporation to The

a2 Milk Company

with a new brand

identity

First human digestion

clinical research is

published supporting

a digestive difference

between A1 and

A2 beta casein

protein types

2014

Renewed agreement

with China State Farm

Comprehensive

strategic relationship

announced with

Fonterra Co-operative

Group

Increased Synlait

shareholding to 17.4%

Australian fresh milk

market share exceeds

10%

a2 Platinum

®

becomes

Australia’s No. 1

infant nutrition brand

2018

Increased Synlait

shareholding

to 19.8%

Included in

S&P/ASX50

Step-changed

our investment

behind our

brand, our

people and

increased

capabilities,

to further

strengthen our

foundations for

future growth

2020

Infant nutrition

step-changes the

business and

now accounts for

60% of revenue

2016

Transferred from NZAX

to NZX Main Board

Formed a manufacturing

agreement with Synlait

Milk Limited (‘Synlait’)

Formed a strategic

partnership with China

State Farm Holding

Shanghai Company

(‘China State Farm’)

Commissioned a state-of-

the-art milk processing

facility in Sydney,

Australia

2008

Major change in

strategic direction,

shifting from

licensing model

to branded

operational model

a2 Milk™

relaunched in

Australia with more

focused brand and

operational efforts

2003

a2 Milk™ begins

selling in New

Zealand and

Australia via

licensing

arrangements

Cliff Cook invests in

the company and

later becomes

Chairman of the

Board 2004 to 2015

2000

Listed on NZX

Alternative

Market (NZAX)

2004

Company records

a Group profit of

NZ$2 .1m

2011

a2 Platinum

®

infant

nutrition brand is

launched in New

Zealand, Australia

and China

2013

Listed on ASX

a2 Milk™ is

launched in USA

2015

Achieved broad

national distribution

in the US liquid milk

market

Included in

S&P/ASX100

Renewed agreement

with Synlait

2019

Group revenue

exceeds $0.5 billion

for the first time

Acquired 8.2%

equity of Synlait

2017

1 Financial year

ending

OUR 20-YEAR

JOURNEY

1

Early in our 20-year history we had many false starts.

However, we persevered to become the company we

are today. Below are some of the highlights of the

critical milestones that have marked our journey and are

paving the way to continuing to realise our ambitions.

Building from strength 7 6 The a2 Milk Company


It is with great pleasure that I

present to you, yet another

outstanding year for

The a2 Milk Company. This

year, as we reflect over our

20-year history, I am reminded

of what a remarkable journey

it has been.

As a business with a proud New Zealand heritage we are also

extremely pleased of how we have developed our Trans-

Tasman markets, the tremendous growth we are achieving in

China, and the additional opportunities we are developing in

North America and other parts of Asia.

2020 was a year in which our business faced many changes

and challenges. Despite this, we didn’t deviate from delivering

on our strategy. The resilience we have created within our

company over many years has provided us a solid foundation

on which to continue building from strength. We continue to

invest in those aspects of the business that will create more

growth opportunities in the future.

Focus areas for the year included:

• A heavy uplift in marketing investment behind our brand,

especially in China

• Our continued expansion into more physical stores in

China, and driving growth across all infant formula

channels

• Expanding our distribution and presence in the USA

• Delivering strong performances in our key growth markets

– China and the USA

• The continued investment in building our internal teams

and capabilities.

Against the backdrop of the uncertainty and complexities

caused by COVID-19, we recognise that we are fortunate

to be supplying essential products that are well positioned

and appealing to consumers. In addition, we have enjoyed

good support from our manufacturing and logistics partners,

our farmers, our in-market distribution partners and most

importantly from our loyal and growing consumer base.

It is the combination of all these that has allowed us to

deliver growth across all our key markets and across all our

product categories.

As well as delivering a record performance this year, we also

deepened our understanding and commitment to building a

more sustainable business. Focus areas included climate impact

assessment, ethical supply chain and responsible sourcing,

animal welfare improvements, farm environmental plans,

assisting our communities to thrive and various initiatives and

investments in our people.

Over the past several years, we have experienced rapid growth

and, consequently, developed a robust balance sheet with

significant cash reserves. This has created a wide range of

options for us to fund our future growth. Our strong financial

standing has allowed us to continue to invest heavily behind

our brand and in the people and technological capabilities

necessary to realise our full potential as a business. Our

approach has generated strong results in the short term, as

well as strengthening the essential building blocks that will

drive the future success of our business.

As we noted in February 2020, as part of the Board’s

ongoing review of the most appropriate use of capital for

the business, we continue to prioritise investment in growth

and other strategic initiatives. We are committed to ensuring

the optimum use of our financial resources and, at this point,

believe maintaining flexibility for the long term is the more

appropriate approach than a return of capital to shareholders

in the short term.

Due to the increasing scale of our infant nutrition business,

we are assessing participation in manufacturing capacity

and capability to complement our existing supply chain

relationships. We have explored a number of opportunities

over the past six months and will update you in due course.

I would like to acknowledge our whole team for the

contribution everyone has made to the business – FY20 was

a year without comparison – we all had to do it differently

to make it happen. On behalf of the Board, I commend

the significant contribution to the company from our Chief

Executive Officer, Geoffrey Babidge, who stepped back into

the business in December 2019. I said at the time we were

fortunate to have someone like Geoff who could assist in this

way, and that could not be more accurate when we reflect on

what transpired in the second half of the year.

I would also like to express how excited we are to have

announced the appointment of David Bortolussi as our

Managing Director and Chief Executive Officer. He is

expected to commence in the role early in the 2021 calendar

year. David has many strengths that make him well suited to

leading the company at this stage of its growth, including

extensive international leadership experience in the consumer

and retail sector.

I also wish to acknowledge the support provided by our

Executive Committee, the management team and all our

staff, including our partners, in ensuring we didn’t miss a

beat through perhaps the most challenging environment that

most of us have ever had to face. On behalf of the Board I

would therefore like to thank this group for their continued

dedication and support for the business.

I would also like to thank my fellow directors for the significant

increase in workload this year. Our Board has been structured

in such a way to ensure we have a high degree of diversity

and experience with strong local insights into our markets.

For better or worse, this also means we are geographically

diverse and as such, it has required careful planning and

flexibility to ensure our effectiveness through the challenges

posed by COVID-19.

To all our shareholders and other stakeholders, thank you for

your continued support for this business. Wherever you are,

we hope you are safe and in good health.



David Hearn

Chair

18 August 2020

OUR

CHAIR

We are successfully

navigating and safely

operating our business

during these challenging

times always with the

health and wellness of our

employees and partners

top of mind.

Building from strength 9 8 The a2 Milk Company

The a2 Milk Company has made significant
gains in revenue and earnings, with strong

performances in all key product segments

and across all core markets.

CEO’S YEAR IN REVIEW

STRENGTHENING

EXECUTION

Building from strength 11 10 The a2 Milk Company

CEO’S YEAR IN REVIEW
PERFORMANCE

OVERVIEW

RESULTS

HIGHLIGHTS

FOR THE YEAR ENDED 30 JUNE 2020 (NZ$)

1,2,3

Total revenue of

$1.73bn

32.8%

EBITDA

4

of

$549.7m

32.9%

Net profit after tax of

$385.8m

34.1%

Basic earnings per share

(EPS) of

52.39c

33.5%

EBITDA to sales

margin of

31.7%

Operating cash flow of

$4 27. 4m

and a closing cash balance of 

$854.2 million

Marketing

investment of

$194.3m

5

targeting opportunities in

China and the USA

45.1%

Group infant nutrition

revenue

of

$1.42bn

33.8%

China label infant

nutrition sales of

$337.7m

and distribution expanded to

~19.1k stores

USA milk revenue

growth of

91.2%

and distribution expanded

to ~20.3k stores

1 All figures are in New Zealand Dollars (NZ$) unless otherwise stated.

2 All comparisons are with the 12 months ended 30 June 2019 (FY19), unless otherwise stated.

3 All figures are quoted based on all operations of the Group, including discontinued operations,

unless otherwise stated.

4 Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure.

However, the company believes that it assists in providing investors with a comprehensive

understanding of the underlying performance of the business. A reconciliation of EBITDA

to net profit after tax is shown on page 111.

5 From continuing operations.

Summary of Group performance

The a2 Milk Company has made significant gains in revenue

and earnings, with strong performances in all key product

segments, and across all core markets.

Our performance was robust throughout the year and

we demonstrated significant resilience in the second

half managing the business in the face of the COVID-19

global pandemic.

Through these unprecedented times, we have been fortunate

to continue experiencing strengthening levels of consumer

demand and worked closely with our strategic partners

and customers to ensure supply chains remained open and

consumer needs continued to be met.

We estimate that COVID-19 had a modest positive

impact on revenue and earnings for the year.

Additionally, our business was favourably impacted

by foreign exchange movements.

Our overall result reflects the continued growth in

our infant nutrition segment with sales totalling

$1.42 billion for the period – an increase of 33.8%

on the prior corresponding period.

In line with our strategy, our growth in China label infant

nutrition products was significant, with sales effectively

doubling to $337.7 million. We achieved this while also

continuing to achieve growth in our English label infant

nutrition products with growth of 21.2%.

Our revenue in the third quarter was well above expectations

due to the impact of changes in consumer purchase behaviour

arising from the COVID-19 situation. This included an increase

in pantry stocking particularly via online and reseller channels.

In our view, a proportion of consumer pantry stocking driven

by COVID-19 unwound in the fourth quarter. However,

this will remain a dynamic situation and we will continue

to monitor changes in consumer behaviour moving forward.

We again achieved solid growth in our liquid milk businesses

in Australia and the USA, with sales across the Group

1

totalling

$222.0 million up 29.7%. Liquid milk sales in Australia were

up 14.1% to $152.5 million and sales in the USA almost

doubled during the year to $66.1 million, driven by improved

sales velocity in established stores as well as an expanded

store footprint.

Our gross margin percentage

1,2

increased to 56.0%,

benefiting from an improved price yield and the positive

effects of currency movements, partially offset by COGS

increases related to infant formula.

During the year we invested $194.3 million

1

in marketing,

to drive brand awareness and conversion to trial in our key

growth markets. This was slightly lower than our forecasted

$200 million due to efficiencies in media spend in the

fourth quarter.

We delivered a full year EBITDA margin of 31.7% which was

in line with the guidance we provided in April. Net cash flow

from operating activities for the period was $427.4 million

representing a high cash conversion rate.

1 From continuing operations.

2 Gross margin percentage is calculated as revenue less cost of goods sold,

divided by revenue.

Strong financial results and

execution continuing

Our performance was

strong throughout the

year and we demonstrated

significant resilience in the

second half managing the

business in the face of the

COVID-19 global pandemic.

Geoffrey Babidge

Chief Executive Officer

Building from strength 13 12 The a2 Milk Company

CEO’S YEAR IN REVIEW
STRENGTHENING

EXECUTION

With the benefit of the

comprehensive work

undertaken during 2019 to

enhance our understanding

of the consumer and sales

channels in our core markets,

we have continued to

increase levels of investment

in marketing and capability to

execute our growth plan.

Our balance sheet remains in a very robust position. Our

closing cash position of $854.2 million reflects growth in

revenue and earnings. This will continue to be important in

the execution of our growth strategy, including potential

participation in manufacturing.

We finished the year with inventory of $147.3 million. This

was higher than prior years, in part reflecting our growing

business, as well as the decision to carry a higher level

of inventory as a safety buffer given the uncertainties of

COVID-19. Additionally, at the end of the period, we have

recognised a provision for a quantity of finished stock that is

on-hold awaiting further testing to ensure it fully meets our

standard of specification.

Delivering on our strategic priorities

and business objectives

We have made significant progress on the execution of our

strategic initiatives throughout the year.

We are committed to a focused approach to pursuing our

strategic growth priorities:

1. Maximise growth from existing products in core markets;

2. Broaden our product portfolio in core markets; and

3. Expand in other targeted markets.

With the benefit of the comprehensive work undertaken

during 2019 to enhance our understanding of the consumer

and sales channels in our core markets, we have continued

to increase levels of investment in marketing and capability

to execute our growth plan.

In Australia, we have continued to build on our market

leading positions in fresh milk and infant nutrition, whilst

leveraging this to launch new products, such as a2 Smart

Nutrition

TM

, to drive further specialised nutritional products

to consumers graduating from infant nutrition.

In China, we remain focused on strengthening our infant

nutrition position in-market which we believe still has

significant runway for growth. It is pleasing to see our

investments in brand, trade activities and people driving

strong sales momentum, in particular within our China label

infant formula brand, a2

至初

®

, which now accounts for 24%

of our total infant formula business.

In the USA, we continue to build brand awareness and drive

towards meaningful scale.

Our targeted exploration of new markets continues. In

October we launched a new Hong Kong label range of infant

formula, in December we launched Stages 1-3 infant formula

in Korea with our partner, YuhanCARE (Yuhan), and in March

we entered into a new licensing agreement with AgriFoods

in Canada to produce, market and distribute our fresh

milk brand.

Work progressed during the year to expand our product

portfolio in China. A growing range of long life milk and

powder products targeting families is expected to become

a meaningful growth engine over time.

Capital allocation framework

As we noted in February 2020, as part of the Board’s ongoing

review of the most appropriate use of capital for the business,

we continue to prioritise investment in growth initiatives

ahead of returning capital to shareholders.

As we have announced previously, due to the increasing

scale of our infant nutrition business, we consider it now

appropriate to assess participation in manufacturing capacity

and capability to complement our existing supply chain

relationships. Accordingly, we are presently evaluating

opportunities to address this issue, with significant progress

made during the year.

With our cash balance growing it has become increasingly

important for the business to review our capital requirements

going forward. A significant review of our capital allocation

framework was commenced in the second half with a view

to defining the discipline and prioritisation of our financial

parameters in a way that optimises and supports our

long-term plan.

Leveraging our strategic partnerships

This year has again highlighted the importance of key

strategic partnerships. This remains a core element of our

capital-smart business model.

We acknowledge and thank all our suppliers and customers

for their support and assistance throughout the year. In

particular, we acknowledge our three key strategic partners

China State Farm, Synlait Milk and Fonterra. We have

refocused our relationship with Fonterra and look forward

to potential new opportunities to provide meaningful

benefits to both companies in the medium term.

Building from strength 15 14 The a2 Milk Company

We have substantially increased our
in-market capability with many new

hires to the China team and

further optimised our distributor

arrangements which have allowed us

to improve our in-market execution

at both brand and retail levels.

CEO’S YEAR IN REVIEW

AUSTRALIA AND NEW ZEALAND

FY20 Revenue

$965.7m

14.6%

Infant nutrition

$745.1m

14 .1%

Liquid milk

$152.5m

14 .1%

Other nutritional

$6 8 .1m

21.3%

1. Deliver Asia Pacific sales strategy outcomes

Our Asia Pacific business revenue was $1.66 billion, up 31.5%,

with EBITDA of $690.5 million, up 32.0%. This included:

• ANZ segment revenue of $965.7 million, up 14.6%, with

EBITDA of $465.6 million, up 19.9%

• China & Other Asia segment revenue of $699.4 million,

up 65.1%, with EBITDA of $224.9 million, up 66.7%.

Infant nutrition

Our Asia Pacific infant nutrition portfolio comprising

predominantly China and English label products delivered

$1.42 billion, up 33.8% on the prior corresponding period

(“PCP”). China label infant nutrition products can be sold via

mother and baby stores (MBS), modern supermarkets and

domestic e-commerce retail channels. English label products

can be sold through ANZ retailers, ANZ-sourced resellers and

cross border e-commerce (CBEC) channels. We continue to

leverage a multichannel approach to ensure we can cater to

our consumers’ differing shopping needs.

We have substantially increased our in-market capability with

many new hires to the China team and further optimised our

distributor arrangements which have allowed us to improve

our in-market execution at both brand and retail levels.

Despite COVID-19 causing some disruptions and changing

consumer behaviour across the marketplace, we managed to

maintain our sales growth momentum. However, with a shift

of sales from offline to online channels we chose to pause

some of our marketing plans while we observed the impacts

of these changes. As restrictions eased in China during

the second half, we resumed the scale of our marketing

programme including significant media investment and

working with our distributors and retailers to improve our

brand experience in-store. We are pleased with the impact

this had on sales growth and brand awareness across all our

key channels.

Infant nutrition – China label channels

We achieved sales of $337.7 million for a2

至初

®

China label

infant nutrition, which was over 100% growth on PCP and

62.7% growth for the half. Our MBS value share was 2.0%

compared to 1.7% at HY20, up from 1.3% at FY19.

3

These results are an outcome of consistent investment in

advertising, our strategy of pursuing distribution in high

productivity stores and optimising in-store execution. These

efforts are underpinned by increased data analytics capability

to ensure our investments are optimised.

Offline store closures associated with COVID-19 disruptions

during the third quarter meant we added fewer new stores

to our offline footprint in the second half, increasing to

19.1k stores compared with 18.3k at the end of 1H20.

However, we worked closely with our distributors and retail

partners through these disruptions, including to fulfil orders

via direct home deliveries, within the bounds of internal

travel restrictions.

We launched a China label version of our Stage 4 product

and introduced a tamper-evident lid for our Stages 1, 2 and 3

China label products in December, to further enhance product

security and provide additional differentiation with our English

label products. Our infant nutrition portfolio is complemented

by our other nutritional products as we broaden our appeal to

existing consumers and seek to connect with new consumers.

3 Source: Nielsen MBS – 12-month market value share.

Infant nutrition – Cross border e-commerce

We delivered a2 Platinum

®

English label infant nutrition

sales of $341.1 million, up 40.3% and reached a CBEC

value share for the financial year of 21.7%, up from

20.6% at HY20 and up from 18.6% at FY19.

4


It was pleasing to see our expanded market share in this

strategically important sales channel given heightened

competitive activity across 2H20 and we continued to

invest in driving demand across e-commerce platforms.

There has been a concerted effort throughout the year

to better track and understand the effectiveness of our

digital marketing tools with an increased focus on data

analytics to further refine and optimise our approach.

This will continue in FY21.

We performed well across the key e-commerce selling

events throughout the year, including “11/11 singles

day” in November and “6/18” in June. For the “6/18”

event, our a2 Platinum

®

Stage 3 was the top selling

infant nutrition product on JD.com. and, for the first

time, we were the bestselling CBEC IMF brand overall.

On Tmall, we were the second best selling CBEC IMF

brand overall and the number one CBEC flagship store.

Infant nutrition – ANZ retailers and resellers

Our infant nutrition sales in ANZ grew 14.1% delivering

$745.1 million in revenue for the year. We remain the

market brand leader in Australian grocery and pharmacy

channels and continue to invest behind our brand, with

our level of advertising being the highest in the category.

Despite positive growth, COVID-19 related travel

restrictions negatively impacted the reseller channel due

to reduced travel between Australia and China.

4 Source: Smartpath CBEC – 12-month market value share.

STRENGTHENING

EXECUTION

Building from strength 17 16 The a2 Milk Company

CHINA & OTHER ASIAUNITED STATES
CEO’S YEAR IN REVIEW

Infant nutrition – market share reporting

Our business continues to evolve as we grow, particularly for

consumption of Stages 3 and 4 amongst children above three

years of age, and increased penetration in lower tier cities.

In our view, tracking the MBS channel with Nielsen scan data,

and the CBEC channel through Smartpath, more accurately

reflects our performance and yields greater market insight.

As such we will move to reporting against these sources

externally, in line with industry practice.

Liquid milk

It is pleasing to report that our Australian fresh milk business

continues to perform well with total revenue of $152.5 million.

In our most mature category, we achieved double-digit

revenue growth of 14.1%. Demand in the third quarter and

start of the fourth quarter was particularly strong as consumers

increased their in-home consumption during COVID-19 with

many working from home for extended periods.

Furthermore, a2 Milk

TM

maintained a 12 month value share

o f 11. 3%

5

despite the strong category value growth caused

by the retail price increase of private label milk. a2 Milk

TM


continues to be the only fresh milk brand ranged in all major

supermarket chains and the highest brand advertiser in the

fresh milk category, maintaining very high brand awareness

and loyalty which benefits the portfolio as a whole.

We have also recently entered into an arrangement to

underwrite the expansion of the manufacturing facilities of our

long-term fresh milk supply chain partner in Victoria, Kyvalley

Dairy Group (“Kyvalley”), to support the ongoing growth of

our liquid milk business.

Through this arrangement we will acquire Kyvalley’s Kyabram

milk processing facilities and fund its expansion and upgrade.

Kyvalley will manage the assets under a lease and revised

long-term supply agreement.

5


IRI Australian Grocery Weighted Scan 12 months ending 30 June 2020.

The arrangement would involve certified dairy farmers

continuing to supply Kyvalley with raw milk.

The arrangement remains subject to Foreign Investment

Review Board approval.

Other nutritional products

For all other nutritional products, sales increased 29.6%

to $85.2 million.

The most significant proportion of our other nutritional

segment remains a2 Milk

TM

whole milk and skim milk powder

which is now available in ANZ and China, with further

potential for growth across new channels, particularly in

offline China retail channels.

a2 Smart Nutrition

TM

continues to show positive signs of

becoming a meaningful extension of our infant and children’s

nutritional portfolio. There are encouraging indications

of consumer acceptance, and a China label version of the

product was launched in January 2020, initially with a focus

on gaining distribution in MBS. A bigger roll-out, including a

launch of 200mL a2 Smart Nutrition

TM

UHT will be conducted

into modern trade during FY21 as part of a broader channel

push to to engage families across a wider range of a2 Milk

TM


based products.

The re-launch of our nutritional product targeting mothers

under new branding and a reformulation of a2 Nutrition for

Mothers

TM

was successfully completed in 2H20.

a2 Milk

TM

powder blended with Māānuka honey continued to

present some manufacturing challenges during the year, with

the product to be reintroduced in 1H21.

2. Reach meaningful scale in North America

USA

We delivered revenue in the USA of $66.1 million, representing

growth of 91.2% compared to the prior corresponding period

with brand awareness more than doubling, and conversion

rates up significantly. Encouragingly, over 50% of our sales

growth was driven from existing stores.

Our average velocities have grown within our key accounts in

the range of 14% to 74%, with many of our key accounts with

average units per store per week of greater than 20-25 and

some above 40. Given increased investment in building brand

awareness and distribution growth, we recorded an EBITDA

loss of $50.5 million.

Distribution grew to approximately 20.3k stores, from 17.5k

stores at the end of December 2019 and 13.1k stores as at

end of FY19. Leveraging the consumer and channel insights

obtained through a strategic review completed in 2019, we

introduced new packaging and launched a new TV advertising

campaign, both of which received positive feedback from

consumers and the retail trade, and assisted in further building

brand awareness and conversion to trial.

In July 2019, we launched a2 Milk

TM

Coffee Creamers which

have been received positively and are performing to plan.

As consumer demand for our products builds, and our

distribution footprint strengthens, we expect opportunities

to launch additional new products will emerge. Prior to

COVID-19 our increased in-store merchandising efforts were

delivering encouraging results in enhancing our sales velocities.

Whilst our consumption is up compared to the prior period,

from March, in-store foot traffic during the pandemic

reduced due to retailer safety policies; and purchasing

limitations on milk per visit limited the growth that we may

have otherwise seen for the brand. In the third quarter our

plans to increase the utilisation of a merchandising team

were impacted by COVID-19. However, merchandisers have

returned to stores from July and are having a positive impact

on retail distribution.

STRENGTHENING

EXECUTION

FY20 Revenue

$699.4m

65 .1%

FY20 Revenue

$66.1m

91.2%

Infant nutrition

$678.8m

65.2%

Other nutritional

$17. 2m

78 .1%

Building from strength 19 18 The a2 Milk Company

CEO’S YEAR IN REVIEW
The impact of COVID-19 in the USA market overall has been

significant. We are seeing that consumers are becoming

more value conscious given economic uncertainties, high

unemployment rates, and have adjusted our FY21 sales and

marketing plans accordingly.

Hence, in FY21, we will shift our focus away from broadcast

advertising media to a greater emphasis on in- store price and

activation to drive demand. We are planning promotional

initiatives in conjunction with our key retail customers with

the objective of further building our facings and sales velocity.

The outcome of this shift will be growth in volume

accompanied by increased trade spend with net revenue

broadly consistent with FY20. With lower overall marketing

spend we anticipate an improved EBITDA result for FY21.

As we build towards reaching meaningful scale in the

USA, our initial milestone for the business continues to be

US$100 million of annualised sales.

Canada

In March, we entered into an exclusive licensing agreement

with Agrifoods International Cooperative Ltd (“Agrifoods”) for

the production, distribution, sales and marketing of a2 Milk

TM


branded liquid milk for the Canadian market.

Since March, we have worked closely with Agrifoods,

providing access to our intellectual property and marketing

assets as well as our proprietary systems and know-how

relating to the local sourcing and processing of a2 Milk

TM

.

Agrifoods is leveraging its substantial capabilities in-market

to establish distribution across Canada and has primary

responsibility for funding this venture. The product has

recently been launched to a number of customers in

Western Canada.

3. Build towards sustainable brand leadership

Building brand value and increasing brand awareness through

marketing investment remains an important focus. We

invested $194.3 million

6

in marketing during the year, which

represented a 45.1% increase on prior year driven primarily by

increases in our China marketing investment.

We leveraged our deepened understanding of consumers

and purchasing behaviour in China to continuously improve

our marketing mix which includes consumer advertising,

in-store and event activations, digital live streaming and the

development of a new brand creative platform. While we had

launched this new creative in December 2019, we decided to

temporarily pause and adjust the plan in the third quarter due

to COVID-19. However, we resumed the activity in May as

COVID-19 restrictions in China began to ease.

In addition to consumer marketing, our brand value is

supported by investment in research and development

programmes, an increased focus on sustainability, as well as

initiatives to support the communities in which we operate.

Supporting relevant independently managed scientific

studies remains important as we build our long-term brand

proposition. In September 2019, the results of a clinical trial

from 75 Chinese children aged between five and six with mild

to moderate milk discomfort or lactose intolerance (confirmed

via a urinary galactose test) were published. The study reported

that replacing conventional milk with a2 Milk

TM

“reduced

gastrointestinal symptoms associated with milk intolerance”

in many subjects and led to “a corresponding improvement

in an aspect of cognitive performance” as measured using

the Subtle Cognitive Impairment Test (SCIT)

7

. The study was

independently peer reviewed and published in the USA based

Journal of Pediatric Gastroenterology and Nutrition.

6 From continuing operations.

7 Xiaoyang S, Zailing L. Effects of Conventional Milk Versus Milk

Containing Only A2 ß-Casein on Digestion in Chinese Children.

J Pediatr Gastroenterol Nutr. 2019 Jul 9.

We significantly stepped up our contributions to the

community in 1H20 with donations to the bushfire appeal in

Australia to support regional and rural communities which are

the heart of our milk supply in Australia.

We also contributed through a series of initiatives to support

those impacted by COVID-19 including product donations to

frontline medical workers and consumers in Wuhan, a cash

donation to the Shanghai Red Cross and contributions to two

leading Australian universities for research into a vaccine for

COV ID -19.

We are also pleased with the progress we have made in

our sustainability initiatives in FY20. We have significantly

improved the foundations on which we will build a meaningful

and impactful strategy going forward. Central to this is the

recent launch of The a2 Impact Fund

TM

which will be used to

bring together many of the sustainability-related activities we

undertake on a daily basis, as well as amplifying our progress

against a number of identified environmental and social

initiatives and for a range of important stakeholder groups.

4. Deliver the organisation of the future

To support the execution of our overall Group strategy, we

continue to build capability within the organisation. This year

we introduced a number of new roles to complement and

extend our existing capabilities, particularly in-market in China,

the USA, and within certain Group functions. We increased

the size of our team to over 300 people, up 41.0% from

last year.

To enhance our organisational alignment and enable the

right ways of working to deliver on our strategy, we recently

reorganised our most senior executive team to form our

Executive Committee and formed a Senior Leadership Group

which comprises the senior management of the business.

We also established several initiatives designed to enhance

engagement and launched a revised remuneration framework

to align with our strategic direction.

Over the next two years we will be implementing new

information technology systems to support the existing

organisation and provide for future growth.

We also utilised external resources to accelerate the delivery

of certain outcomes and to complement existing internal

capabilities. As we improve internal capability, the composition

and level of external resourcing will moderate over time.

I would also like to take this opportunity to recognise the

efforts of all our people this year. It was one that included a

number of changes and unique challenges, but the team has

continued to drive forward together, building from strength.

We are proud of what we have achieved commercially and of

the way our people went about embracing change, managing

challenges and looking after each other as well as the business

– truly espousing the values of our big small company.

Outlook

FY21

Globally, there continues to be uncertainty resulting from

COVID-19, and the potential for moderation of economic

activity. This could impact consumer behaviour in our core

markets, as well as participants within the supply chain, most

notably in China.

Notwithstanding these uncertainties, overall for FY21, we

anticipate continued strong revenue growth support by our

regions supported by our continued investment in marketing

and organisational capability.

FY21 EBITDA margin is expected to be in the order of 30%

to 31% reflecting:

• Higher raw and packaging material costs partially offset

by price increases

• Increase of marketing and investment

• FX benefit of prior year not expected to be replicated

• 3Q20 COVID-19 benefits not replicated.

FY21 Capex is currently expected to be $50 million due to

our ERP investment and capital projects supporting fresh milk

processing in Australia.

Medium-term target

As previously announced, the Board considers it appropriate

that the company target an EBITDA margin in the order

of 30% in the medium term. This assumes the market

performance and mix of our products remains broadly

consistent and the competitive environment evolves as

anticipated. We will keep the balance between growth and

investment under constant review.

Geoffrey Babidge

Chief Executive Officer

18 August 2020

STRENGTHENING

EXECUTION

Building from strength 21 20 The a2 Milk Company

Our integrated approach to building a sustainable
business for the future recognises the needs and

expectations of multiple stakeholders including our

people, consumers, farmers, strategic partners and

investors. We continue to embed this within our

organisation, and in the business activities we

undertake every day.

We recognise we are at the early stages of this

journey. We are pleased with the progress we have

made this year and know there is still much to do.

BUILDING A

SUSTAINABLE

FUTURE

SUSTAINABILITY

22 The a2 Milk Company Building from strength 23


Growing consumer demand for health and

wellness products

A growing awareness of the link between food

and overall health, coupled with rising disposable

incomes, and increased demand for both protein

and gut health.

Rise of the middle class in Asia

Asia’s unprecedented growth is creating large-scale

opportunities for individuals, businesses and nations.

Growing focus on food safety, naturalness

and provenance

Increasing consumer conscious of food safety

and product origins.

Rapid pace of digitalisation

The rise of digital connectivity and innovation,

and e-commerce generally, is changing consumer

experiences and behaviours.

Complexity of doing business in

international markets

Doing business across borders is becoming more

complex and, more recently, harder to predict.

Challenge of climate change and pressure on

agricultural systems.

The physical impacts of climate change are

materialising with increased frequency and intensity.

Creating value and addressing impacts on the

environment and our climate are inextricably linked.

SUSTAINABILITY

EXTERNAL

MACRO

FACTORS

HOW WE

CREATE

VALUE

OUR

BUSINESS

Unique, premium

brand and IP

(Intellectual capital)

Passionate and

thriving team

(Human capital)

Capital smart

approach

(Financial capital)

Innovative and

ethical supply chain

(Manufacturing capital)

Enriching community

wellbeing

(Social capital)

Responsible use of

natural resources

(Natural capital)

Our Values

• Bold passion

• Pioneering spirit

• Humility

• Respect

• Integrity

Maximise

sustainable

growth

from

existing

products

in core

markets

Broaden

product

portfolio

in core

markets

Expand in

other target

markets

Our Strategy

123

Building towards sustainable brand leadership

Delivering the organisation of the future

Our Purpose

Our purpose is to enrich lives

by harnessing the nutritional

wonders of nature.

Our purpose is to enrich

lives by harnessing

the nutritional

wonders of nature.

OUR

INTEGRATED

APPROACH

In 2019 we recognised the

need to step up our focus and

disclosure in sustainability

and developed our approach,

with the expectations of

multiple stakeholders in mind.

With this as our starting point, we established

an integrated approach to reporting through our

“Six Capitals” framework, seeking to codify elements

within our company that we believe contribute to our

overall ability to create long term value.

Our integrated “Six Capitals” framework defines

our unique way of how we can create value and

enables us to prioritise how we can make a positive

and meaningful impact across the community and

environment in which we operate.

Building from strength 25 24 The a2 Milk Company

MetricFY20FY19FY18
Female

Directors

% of total

2

40%

2

33%

1

17%

Executive

Committee

1


% of total

2

22%

5

42%

1

10%

Senior

Leadership

Group

1


% of total

9

36%

8

31%

8

38%

Managers

% of total

17

45%

18

49%

18

49%

Sub-total for

senior leaders

2


% of total

30

45%

25

45%

20

38%

Other staff

% of total

142

56%

98

57%

79

62%

Total

% of total

172

54%

123

54%

99

55%

SUSTAINABILITY

There are six core elements, or sources of capital, embedded in our

value creation model. Our strategy depends on success across each

given the inter-connected nature of our business model. 

OUR SIX CAPITALS

HOW WE CREATE VALUE

Unique, premium

brand and IP

Intellectual capital

Our trusted brand, our proprietary know-

how and A2 protein expertise are our

most valuable assets. We are committed to

maintaining and sustainably growing these

assets with ongoing investment.

Our premium brand is strengthening in

awareness, consumption and loyalty to

varying levels across our key markets. We

invest significantly to grow and protect our

brand and its trade marks in all product

categories and regions.

Through ongoing science and research

and development programmes, we are

deepening our expertise and advancing

global understanding of the potential

health benefits of a2 Milk

TM

. In addition,

we have a belief in the power of science

and will continue to invest in research

programmes that lead to the betterment of

our community at large.

Passionate and thriving

team

Human capital

Through a purpose-driven culture

underpinned by our values, we aim to create

an environment that provides our people with

opportunities to thrive. Our success is the result

of our diverse, skilled and engaged workforce

which is aligned and focused to deliver on our

purpose and strategy.

Through our diversity and inclusion comes

creativity and thinking that goes beyond

the conventional. This is how we overcome

challenges and unlock extraordinary opportunity.

Our Diversity Policy empowers and equips our

people leaders to foster a diverse, inclusive and

competent workplace. We of course believe

that diversity includes differing beliefs, gender,

age, ethnicity, physical abilities and cultural

background; which when combined with an

inclusive mindset, will enhance the business

overall. During F20, we were focused on

enhancing gender balance in our workforce,

having set a target of a minimum of 40%

women, and a minimum of 40% men, across

leadership positions.

MetricFY20FY19FY18

% revenue

invested in

marketing/R&D/

IP

11. 5%10.9%8.5%

Capital smart

approach

Financial capital

Our business model is built on deep

and long-term strategic partnerships

both commercially and operationally.

Our farmers and processing partners

are some of our longest-standing

relationships. Together we have built a

very successful community of businesses

– big and small. This ecosystem

underpins our “capital smart” business

model and has given us the ability to

grow rapidly, while also building a strong

balance sheet for continued growth.

Our robust balance sheet position and

unique proposition provide a strong

platform for continued growth. We

make considered decisions about the use

of our capital, making decisions to invest

where it is strategic to do so.

MetricFY20FY19FY18

Revenue

($bn)

$1.7$1.3 $0.9

Return

on capital

employed

3

56.3%61.2%70.4%

Operating

cash flow

$427.4m$289.1m$231.1m

Responsible use of

natural resources

Natural capital

Access to natural resources and a thriving

agricultural sector is fundamental to

our business. We recognise that climate

change and pressures on agricultural and

food systems present a systemic challenge

for our world – and we’re committed to

finding unique and high impact solutions

across our value chain to help address

these challenges.

We are committed to the global ambition

of the Paris Agreement and a 2050 net

zero emissions target, as are our key

suppliers and strategic partners.

Whilst our total emissions have increased,

that is a likely outcome of a high growth

business. Despite this we recognise we

need to make more tangible efforts,

alongside our partners, to reduce our direct

and indirect emissions over time.

Innovative and ethical

supply chain

Manufacturing capital

Complementing our own fresh milk

production capability, we work closely with

our suppliers to develop a reliable and

responsible sourcing and manufacturing

supply chain over time. We believe this

is critical to our long term success. Our

strategic supply chain partners share our

ambition on quality, environmental and

ethical values. This includes food safety and

quality management programmes audited

by accredited third party agencies.

It is important to recognise the unique role

that farmers play in our supply chain. We

fund a premium to all farmers for our milk,

recognising their hard work to maintain

our very high herd management and

quality standards.

Enriching community

wellbeing

Social capital

We take our responsibility to the

communities in which we operate very

seriously.

We recognise our responsibility to support

the resilience of our farming communities.

In addition we also are making increasing

investments within our broader

communities to support their health and

wellbeing, and enable them to both survive

and thrive.

As we continue to grow, we are committed

to doing more to support the communities

in which we operate.

Metric

FY20FY19

10

FY18

GHG

Emissions

4

(tCO

2

e)

Total

488,852 413,233 409,464

Scope 1

5

224206187

Scope 2

6

1,609 1,5071,502

Scope 3

7

487,020 411,520 407,775

Direct

operations

8

(Scope 1, 2

and 3)

3,858 4,923 3,930

Third party

processing

and freight

131,273 102,288 103,869

On-farm

9

353,722 306,022 301,665

Metric

FY20FY19

% of fully recyclable

packaging

95.9%95.5%

Smeaton Grange

Total water usage

(‘000 litres)

27,66224,744

Water efficiency

(litres/litre of milk)

0.70.5

Waste water diverted

to beneficial land

application (litres)

919,900516,500

Waste produced (tonnes)

28.925.6

Waste diversion

97.1%95.4%

Energy consumption

(kWh)

1.7m1.7m

MetricFY20FY19

Donations of cash and

products ($NZ)

2.80m0.94m

4 Greenhouse gas emissions, calculated as

tonnes of carbon dioxide equivalent (tCO

2

e),

have been estimated using the approach

recommended by The GHG Protocol. Emissions

and conversion factors were sourced from the

National Greenhouse Accounts Factors for

Australia, the UK DEFRA GHG conversion factors

and a range of other country-specific sources.

Where required, non-direct emissions sources

have been estimated using default and/or

extrapolated emissions intensity rates to provide

a more complete picture of our Scope 1, 2 and

3 carbon footprint. Total emissions calculations

exclude packaging. We expect data quality to

improve over time as we continue to work with

our partners.

5 Includes natural gas estimates and/or

extrapolations for some information not yet

available.

6 Includes electricity estimates and/or

extrapolations for some information not yet

available.

7 Due to the nature of Scope 3 emissions

occurring outside of areas under our direct

control, this represents a conservative estimate

of our Scope 3 emissions. Key emissions

sources include: on-farm emissions, energy

consumed within third party processing

and warehouse facilities, fuel consumed in

freight logistics and business travel, as well

as emissions associated with waste, recycling

and water consumption. Where required,

estimations have been made where data

was not able to be directly sourced or where

data was not yet released. This includes

assumptions and extrapolations from available

data. Moving forward, we will endeavour

to source as much actual data as possible to

improve data quality.

8 Includes our own fresh milk processing facility

and corporate operations.

9 Calculated using actuals and industry

estimations based on milk unit sales for all

farms in Australia, NZ, the US and the UK,

excluding Synlait for which emissions are

estimated based on our proportion of total

output.

10 GHG emissions have been restated to reflect

updated external modelling used to calculate

GHG emissions in New Zealand, improved land

use efficiency and improved herd productivity.

1 We formed our Executive Committee in FY20.

In FY19 and FY18, this shows equivalent

membership in each of those groups.

2 Sub-total for senior leaders is the total of

Directors, Executive Committee, Senior

Leadership Group and Managers.

3 Calculated using average capital employed,

including cash and investment in Synlait Milk

Limited.

Building from strength 27 26 The a2 Milk Company

SUSTAINABILITY
Human

capital

Length of service

5+ years 11%

2-5 years 20%

0-2 years 69%

Age group

Over 50 23%

30-50 65%

Under 30 12%

Female composition

Total employees 54%

Senior leaders 45%

1. OUR PEOPLE

We are a company proud of our New Zealand origin and

proud that we take our products to the world. Our roots

are embedded in a pioneering spirit and we seek to make

a fundamental difference in people’s lives.

Our focus is to build the organisation of the future

through capability, performance and engagement. We are

working to protect our culture and foster an environment

of inclusion, passion and agility; whilst increasing our

capability and head count to support our growth.

We delivered a comprehensive programme of activities

throughout the year to drive culture, promote inclusion and

connect our people with the business.

We conducted our first all of company engagement survey

with a participation rate of 83% and an engagement score

of 84%. We will continue to monitor this metric year on

year, to gauge the effectiveness of our activities and to

ensure we are evolving our organisation and its people to

deliver on our strategic fundamentals.

Building capacity and capability

across the organisation

To enable our strategy, we continue to focus on ensuring the

right operating model and organisational design. In FY20 we

grew our workforce by 41% to deliver the capability needed

in our growth markets but also to enhance the development

of key areas in our Group functions.

To enhance our organisational alignment and enable the

right ways of working to deliver on our strategy, we recently

reorganised our most senior executive team to form our

Executive Committee. This did however result in a decline in

gender diversity at this level due to the re-allocation of roles

to new levels.

P

u

r

p

o

s

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d


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a

s

s

i

o

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h

y

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i

n

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n

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w

e

l

l

b

e

i

n

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u

r

r

o

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n

d

i

n

g


e

n

v

i

r

o

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e

n

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r

o

w

t

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g

F

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u

Embedding safety, ethics and

compliance systems

Across our value chain, we aim to operate safely and ethically,

including with respect for human rights and in compliance with

all local requirements, including anti-bribery and anti-corruption.

We continue to invest in our people and systems to build

capability to meet our strict product quality and food safety

standards. Further, we have embedded monitoring and

compliance systems specific to the regulatory environments in

each market we operate in.

In FY20 we implemented a new global Safety Management

System to support the education, leadership and governance of

workplace health and safety across all our sites and operations.

We undertook an assessment of human rights and other ethical

risks in our value chain to ensure alignment of our supply chain

management approach with our fundamental values of respect

and integrity. We have provided details in the following case

study “Doing business the right way”.

We revised or developed a number of policies within the

business to facilitate an inclusive environment. This included our

recruitment policy which clearly articulates the importance of

equality and our flexible working policy which articulates various

work arrangement options to cater for the various life and work

responsibilities of our people.

As such, we continue to build a diverse and inclusive community

of great people throughout the company and at all levels of the

organisation.

Ensuring engagement through

COVID -19

One of our key business objectives is to deliver the organisation

of the future, and this goal remains unchanged during these

unprecedented times.

Given the challenges caused by COVID-19, the way we delivered

against this objective needed to be adjusted in FY20. We

needed to be agile, and this required that our teams work

differently, relying on their resilience to balance and juggle the

competing demands of life and work.

Keeping our team safe during these times has been a priority.

We were already remote-ready, and as different offices

moved to work from home, we had laptops, virtual meeting

infrastructure and IT support already in place. Being agile

and flexible was crucial to the success of keeping everyone

connected with business running as usual.

We have also been able to supply teams with personal

protective equipment and sanitiser. We also adjusted the

working environments to cater to social distancing in

preparation for return to the office (desk dividers, temperature

checks, sanitiser and splitting of team attendance in offices).

We conducted regular surveys to check in with our people –

seeking to understand primary concerns so that we are best

placed to support them in those areas.

In FY20 we focused on a capability “buy” and “build”

strategy where we recruited a number of new people to the

organisation but also introduced a number of professional

development and coaching initiatives to develop technical and

leadership capabilities across the business to support growth

as well as succession planning.

Investing in our people

In FY20 we invested more in our people than ever before.

We launched our integrated people experience programme,

a2 For You™ – helping you be your best self. It is a

framework that allows us to articulate the employee value

proposition and assist employees to navigate all programmes

and support so that they can be their best self when they

come to work.

Key programmes launched under a2 For You™ in FY20

included:

• The a2 Milk Company culture programme to align people

to our purpose, values and strategy

• Our performance and development programmes, including

the launch of a2 University

• A new remuneration and reward policy and programmes

• Our health and wellbeing programme

• A number of new or revised people policies including

recruitment, diversity and inclusion, and flexible working and

• Upgrading of our online governance and compliance

training.

OUR

FOCUS

AREAS

In FY20 we identified a

number of focus areas to

enhance our efforts to

become a more sustainable

business for the future. These

included: our people, our

farms, understanding climate

impacts, doing business the

right way and supporting our

communities to thrive.

While we are pleased with our progress, we recognise

we are on a journey and have more work to do. Over

the coming year we will continue to advance our

efforts within these focus areas.

We are also pleased to announce that we will be

creating The a2 Impact Fund

TM

. The aim of the fund is

to take an umbrella approach to coordinating all the

investments and efforts we are making in developing

a more sustainable business.

In the following sections, we provide more detail

on our approach to our focus areas, including

our next steps.

Building from strength 29 28 The a2 Milk Company

SUSTAINABILITY
2. OUR FARMS

The relationships we have with our farmers are pivotal to our

business. We are proud to have always paid a premium for

our milk but want to ensure we don’t stop there. We are on

a journey to improve the animal welfare and environmental

plans we have in place at each and every farm.

Animal welfare

Central to the responsible sourcing of our products are best

practice standards for animal welfare on our farms. This year

we’ve been investing in and building on our global animal

welfare programme, which goes above and beyond in

ensuring the proper care for animals on our supplier farms.

The programme meets globally recognised standards set

by the World Organisation for Animal Health and upholds

the Five Freedoms framework for animal welfare. The latest

evolution of our animal welfare programme includes further

transparency, measurability, risk mitigation and efficiency.

In FY20, we built a number of extensions into the programme,

supporting our farmers to establish systems for continuous

improvement in animal welfare. We will continue to monitor

our approach and always be seeking to identify ways to further

improve our programmes beyond the industry standard.

Our target is for 100% of our farms to be certified under our

upgraded programme by 2023.

Farm environmental plans

We are developing a globally consistent framework for our

Farm Environmental Plans. More than 65% of farms supplying

us milk already have a Farm Environmental Plan in place, and

the new framework will ensure consistency in measurement

and standards across our global farm network.

Manufacturing

capital

Natural

capital

Social

capital

OUR FOCUS AREAS

What’s next?

We will be applying new learnings to our animal welfare

approach, and will continue to refine the programme

in FY21, with a particular focus on meaningful training

opportunities for our farmers and scaling the use of

technology on farm to enable real time visibility.

We will be continuing to consult with our strategic

supply partners, farmers and industry experts to further

develop and improve our Farm Environmental Plans.

We will be working with farmers to roll out these new

plans in FY21.

We will continue to iterate and improve these plans

moving forward.

3. UNDERSTANDING

CLIMATE IMPACT

The impact of climate change has the potential to drive

significant structural transformation across the dairy sector.

The sector will need to take concerted action to manage the

risks and opportunities associated with a move towards a

lower carbon footprint. The risks include regulatory, such as

carbon pricing, and market risks, such as changes in consumer

preferences.

In addition, the sector’s reliance on natural systems and

vulnerability to changes in temperature and rainfall will also

drive mounting physical risks across agriculture. There will also

be extraordinary opportunity for the sector to realise increased

productivity and efficiency through new technologies and

practices that lower emissions and environmental impact

throughout the supply chain.

We recognise that how we position ourselves in response

to these climate risks and opportunities will determine how

“future fit” our business is. We would like to take a proactive

approach to integrating climate considerations into our

strategic decision making, but we are only at the start of this

journey. By taking a more concerted approach we will aim to

reduce disruption to our business and yield long term benefits

for both ourselves and the environment in totality.

As part of our ongoing commitment to TCFD

1

implementation,

in FY20 we performed climate scenario analysis for the first

time. We assessed transition and physical risk under a 2ºC

and 4ºC change in temperature scenarios. The scenarios were

developed to be consistent with global best practice, including

the TCFD principles. Our analysis combined internal and

external data and assessed impacts on an unmitigated basis.

It has enabled us to model the potential financial impacts of

climate change on our business, taking a longterm view out to

2050, to inform strategic and financial planning today.

Our preliminary assessment of first order impacts indicates

that, relative to the global dairy industry, our business model

has some positive levels of resilience to transition and physical

climate-related risks. Further work will be undertaken in

FY21 to further understand potential impacts to our product

categories (notably infant formula and liquid milk) and will

include stress testing of our resilience against second-order

structural impacts and risk inter-dependencies.

1 TCFD: Task force on Climate-related Financial Disclosure

What’s next?

The next steps in our TCFD journey include developing

short, medium and long-term targets, deepening our

scenario analysis in specific impact areas, structural

impacts and risk interdependencies.

In FY19 and again for FY20, we elected to purchase

carbon credits to offset our greenhouse gas (“GHG”)

emissions across all our direct and indirect operations.

For FY21 we will reduce the amount of carbon credits

we purchase to only cover our “direct operations”

(Scope 1,2 & 3). We will redirect the value of our

indirect GHG emissions into The a2 Impact Fund™ for

investment in tangible climate-related programmes that

will create a positive impact on the planet, and will also

benefit our business over time.

We are committed to measuring and reducing our direct

and indirect emissions, and will continue to report on all

our GHG emissions as we progress towards our 2050 net

zero emissions target.

One example of where we will focus our investment is in

a recent agreement to become a research partner with

Sea Forest Pty Ltd (“Sea Forest”).

Sea Forest is a leader in the development of

Asparagopsis (a type of seaweed) as a natural feed

supplement to cows in order to actively reduce their

methane emissions. This partnership aims to unlock

new research and trials required to test the viability,

scalability and positive impact that an Asparagopsis feed

supplement could have on the environment. While the

science is still in its infancy, we see that this could be a

game-changer for the industry. We have provided our

commitment of up to $500,000 in year one for an initial

programme of research.

In addition, at our milk processing facility in Smeaton

Grange, we will be installing solar on our new roof

space, and converting the lighting in our expanded

facility to LED lights. Combined, these initiatives will save

164,000 kilograms of carbon dioxide emissions per year.

The principles of the framework address the most material

aspects of environmental management in the dairy industry:

1. Lowering GHG emissions

2. Managing water quality and efficiency

3. Managing soil quality

4. Boosting on-farm biodiversity

5. Improved nutrient (effluent) management

Our Farm Environmental Plans will be a critical foundation

for our on-farm sustainability initiatives. Consistent standards

and data will help us to identify priority areas for investment,

measure improvement, and reward positive performance.

Manufacturing

capital

Natural

capital

Intellectual

capital

Building from strength 31 30 The a2 Milk Company

SUSTAINABILITY
We are creating The a2 Impact Fund

TM


as our vehicle to fund and manage our

intended investments in pursuit of our

sustainability goals.

Protecting and improving our

environment for future generations

Enabling happy and healthy cows

Advancing wellness with scientific,

health-related research and IP

Supporting communities

Creating a workplace where our

people are passionate and thrive

The a2 Impact Fund

TM

INTRODUCING

From FY21, we will redeploy (at a minimum) the

financial contribution that was to fund our carbon

credits offsets for our indirect GHG emissions, into

environmental programs that are more tangible

in actively reducing our emissions over time and

improving our overall climate impact.

We will also invest additional funds to further support

our animal welfare, people and community programs.

Our guiding principles:

• Initiatives will need to build and maintain value

across one or more of the Six Capitals

• Impact – today or its future potential – is material

• Global framework will be adapted for local impact

• The a2 Impact Fund

TM

will be underpinned by

transparent and robust governance, and will have

oversight by our Board and Executive Committee.

By integrating funding initiatives under one umbrella

– we believe they can create a greater positive impact

overall and improve the sustainability of our business

into the future.

4. DOING BUSINESS

THE RIGHT WAY

Integrity is one of our core values – doing the right thing

is our promise to our people, consumers and strategic

partners and is critical to our long-term success.

As our company evolves, we continue to improve on our

internal processes and approach to responsible business.

Building on these processes, an area of particular focus

has been pro-active engagement across our broader

industry and value chain. Responsible sourcing and

responsible marketing continue to be priorities.

Review of our supply chain

In FY20 we undertook a detailed review of our supply

chain, to ensure that throughout our value chain we

are upholding our commitment to sustainability and

ethical business. Our review concluded with a number

of governance initiatives, including strengthened policies

and standards for our company and our suppliers and

training for our employees and farmers. Furthermore,

to strengthen our long-term commitment to sustainable

packaging, we recently became a signatory to the

Australian Packaging Covenant, committing to meet

Australia’s 2025 National Packaging Targets.

Responsible marketing

Our approach to marketing infant nutrition aligns to

the core principle that we support breastfeeding as the

primary form of infant nutrition.

We have developed a premium, high quality range

of infant nutrition products to provide parents an

alternative when breastfeeding is not an option.

Marketing of Infant Formulas (MAIF Agreement)

and Infant Nutrition Council

We are a signatory to the Marketing in Australia

of Infant Formula: Manufacturers and Importers

Agreement (MAIF Agreement). We are also a member

of the Infant Nutrition Council, which represents the

major manufacturers and marketers of infant formula

in Australia and New Zealand. All members abide by a

Code of Conduct including the MAIF Agreement and

The Infant Nutrition Council Code of Practice for the

Marketing of Infant Formula in New Zealand (INC Code

of Practice).

Intellectual

capital

Manufacturing

capital

Natural

capital

Intellectual

capital

Social

capital

5. SUPPORTING OUR

COMMUNITIES

We continue to seek to improve and increase the support we provide

the communities in which we do business – this is important to us and

linked to our purpose and values. This takes the form of funds to help

our communities to survive and thrive. In addition, we also believe

science plays an important role in enhancing the health and wellbeing

of our communities over time.

Research to assist children’s health and well-being

Cure Kids was founded in 1971 by Sir Robert (Bob) Elliott and Rotary

New Zealand, as a Child Health Research Foundation. Cure Kids is

the largest funder of child health research outside the New Zealand

government. We are proud to have been financially supporting the

world-class research of Professor Andrew Day, into digestive health

and irritable bowel diseases amongst children, over the last three

years to a total investment value of $600,000.

Supporting our rural communities in need

In the summer of 2019-20, much of Australia was devastated by

ongoing bushfires. The bushfires impacted businesses, livelihoods

and the environment, particularly in regional communities. We

supported affected communities by donating $200,000 to help

those in need; $150,000 direct to the Red Cross Disaster Relief and

Recovery fund and the balance to go towards product donations. Our

partners at Foodbank coordinated the distribution of our products to

fire-affected communities in Victoria and New South Wales.

Supporting Chinese families in the early outbreak of

COVID -19

During the period we also provided support for Chinese families

affected by the early outbreak of COVID-19. China, and Chinese

families, in particular, are at the heart of our business. We donated

a2 Milk™ dairy products with our strategic partner China State

Farm, who assisted with the dispatch of these products to front-line

medical teams and families affected by COVID-19. We also donated

RMB 5 million to the Shanghai Red Cross to support the areas

and people severely affected by the disease.

COVID-19 research support for a vaccine

We made additional contributions to help fund independent research

to find a vaccine and stop the spread of the disease. We proudly

donated $500,000 to each of The University of Queensland’s School

of Chemistry and Molecular Biosciences and the Peter Doherty

Institute for Infection and Immunity (Doherty Institute) – a joint venture

between the University of Melbourne and the Royal Melbourne

Hospital. The research teams at each of these organisations are playing

a leading role in the international effort to develop a vaccine for the

virus. As of July 2020, The University of Queensland’s COVID-19

vaccine research has progressed significantly, with the research efforts

moving out of the lab and into human trials.

OUR FOCUS AREAS

32 The a2 Milk Company Building from strength 33

Sources of risk and potential risk eventsHow we are responding
Sale of nutritional food products

We supply food products for human consumption, including complex

nutritional products for consumption by infants and children. As a result,

our business is inherently exposed to potential product quality, food safety

and/or food integrity events (including counterfeiting or tampering) that

may cause injury to consumers, disruption to business activities, and overall

damage to our brand and reputation.

We have a range of product quality and food safety systems, protocols and technologies in place to minimise risk in this area, including:

• food safety and quality management systems;

• high quality third party manufacturing partners;

• positive release protocols (comprehensive testing of product quality and protein integrity prior to the release of finished product);

• testing of distributed products in selected markets;

• employment of product innovation and technology to improve product security e.g. tamper-evident lids;

• product recall and crisis management systems; and

• consumer support systems.

High-growth business in competitive markets

Our business has experienced significant growth in recent years, driven

predominantly by the success of our liquid milk and infant formula

businesses in Australia, China and the US. Our strategic growth priorities

seek to ensure we continue to deliver long-term growth in existing and new

markets. As a result, we are inherently exposed to:

• increasing competitive intensity, which could lead to an erosion of our

market share positions in core markets; and

• potential infringements of our intellectual property rights resulting

from third-party conduct or claims against such IP, which may lead to

protracted litigation and/or erosion of our brand assets.

Our strategic growth priorities are aided by:

• significant and ongoing investment in brand building activities globally;

• new and unique product offerings in selected markets;

• continued investment in developing and further broadening our trademark and patent portfolio including building exclusivity in

trademarks in existing and future markets and expansion of the company’s suite of patent families;

• monitoring of third party IP applications and activity;

• monitoring infringement of our IP and taking action to protect it; and

• documenting and embedding proprietary know-how across systems and processes.

Doing business in international markets

Due to our expanding footprint, our business is exposed to various risks

associated with conducting business in international markets including in

Australia, China and the US. As a result, we are inherently exposed to:

• dynamic geopolitical and regulatory environments in which government

actions influence or restrict international trade in products and/or

channels to market. This can occur through the use of tariffs, quotas,

price controls, taxes and non-tariff barriers such as product registrations,

competition and consumer laws; and

• a failure to renew the company’s China label infant formula SAMR

product registration

1

beyond its expiry in September 2022, with this

expiry date potentially being subject to a grace period.

Our efforts to effectively navigate the complexities of international markets are supported by:

• strong understanding of local standards, regulations and guidelines combined with sophisticated expert monitoring of evolving

regulatory requirements in all markets in which we operate;

• recent appointment of a Group Head of Government and Regulatory Affairs to build connections across government in all markets

and further develop strategic understanding of regulatory environments;

• close partnership with our infant formula manufacturer, Synlait Milk, which holds:

– GACC

2

registration for its Dunsandel manufacturing facility, allowing canned infant formula to be exported to China; and

– SAMR product registration for the importation of the company’s China label infant formula through to September 2022;

• strong and experienced local management teams in our core markets of Australia, China and the US; and

• a multi-product, multi-channel route to market strategy for the sale of infant formula into China.

Reliance on strategic partnerships

Our success is underpinned by key relationships with strategic partners,

including key supply and distribution partners. As a result, the business is

inherently exposed to the operations of key partners changing in a material

and adverse way, or as the result of one or more partners reducing their

support for us. This could impact our ability to maintain supply to our

customers and maintain our position in existing markets or enter new

markets.

Potential exposures are mitigated through the proactive management of partner relationships centred on shared long-term value

creation, which includes:

• a focus on developing strong, ethical, long-term commercial relationships with multiple supply chain partners in different geographic

locations;

• due diligence on supply chain partners before entering into commercial agreements;

• long-term partnership with dairy nutritionals manufacturer, Synlait Milk, governed by a formal manufacturing agreement, and

complemented by the company’s equity interest in Synlait Milk;

• a strategic relationship with Fonterra Co-operative Group Limited, providing multi-site and geographic diversification for our growing

nutritionals business;

• a strong partnership with China State Farm Holding Shanghai Co., Ltd, our exclusive import agent for our China label products;

• contracts providing access to milk pools that exceed our current usage requirements; and

• multiple milk processors contracted in Australia and US, mitigating reliance on a single processor in these regions.

SUSTAINABILITY

RISK

MANAGEMENT

Effective risk management is

an essential part of actively

growing and developing a

successful business.

Effective risk management anticipates risk and

develops strategies to manage risk events, helping

to drive informed and consistent decision making

and effective and efficient allocation of capital

and resources. Our risk management programme

assists us in identifying, assessing, monitoring

and managing our business risk, and recognising

material changes to our risk profile.

Our Risk Management Policy outlines the

programme we have implemented to ensure

appropriate risk management within our

processes, systems and culture. A copy of the

Risk Management Policy is available at www.

thea2milkcompany.com/corporate-governance.

Identifying and responding to risk

Our risk assessment process begins with the

identification of key sources of risk relevant to the

activities of our business. This approach facilitates a

comprehensive assessment of potential risk events

and allows appropriate management strategies to

be subsequently employed.

The following table identifies significant sources

of risk for the business, including key economic,

environmental and social sustainability risks with

the potential to materially impact our ability to

achieve our objectives. It also summarises how we

are responding to those risks.


1 Registration achieved by Synlait Milk and given by China’s State Administration of Market Regulation (SAMR) in September 2017 for the company’s China

label infant formula. SAMR requires registration to be held in the name of the manufacturer as opposed to the brand owner.

2 General Administration of Customs of the People’s Republic of China.


Building from strength 35 34 The a2 Milk Company

Sources of risk and potential risk eventsHow we are responding
Climate change and reliance on natural resources

As a business that is heavily dependent on agricultural inputs, we are exposed to short, medium and long-term climate and

environmental risks. These include both supply and demand side risks including:

• physical risks resulting from acute and chronic changes in climate. The productivity of our agricultural base could be impacted

by changes in temperature and rainfall resulting from climate change, generating potential supply chain disruptions or greater

volatility in input costs;

• transition risks resulting from regulatory or market pressures associated with on-farm emissions. On-farm emissions account

for 72% of The a2 Milk Company’s GHG emissions footprint. These emissions could be exposed to carbon pricing, generating

increased input costs or shifts in consumer preferences due to growing environmental concerns; and

• other environmental risks such as deforestation, animal disease outbreak, biodiversity impacts, soil and air quality impacts,

water use and animal welfare. The growth of conscious consumerism and increasing expectations around the environmental

responsibility of consumer products means that exposure to these risks could negatively affect our brand reputation. This is

particularly significant as demands for transparency around these issues increase and supply chains come under greater scrutiny.

We are responding to growing demands for transparency by integrating the recommendations of the Task Force on Climate-related

Financial Disclosures (TCFD) into our strategic planning and risk management processes, with the intention of adopting the full TCFD

disclosure by the end of FY22. More detailed information regarding TCFD and scenario analysis can be found in the case study on climate

risk analysis on page 31.

We are managing our exposure to climate and environmental risks by:

• assessing baselines and short, medium and long-term targets

3

across GHG emissions, energy and water consumption, waste-to-landfill

and product packaging within our direct operations and supply chain;

• building long-term supply arrangements with partners, promoting positive environmental and social sustainability activities and

initiatives and implementing environmental plans on all farms by 2021;

• sourcing milk from diversified milk pools within New Zealand, Australia and the US and incorporating climate impacts into future

sourcing strategies;

• sourcing milk from farms in close proximity to our processing facilities wherever practicable, reducing the need to transport milk over

long distances from other areas; and

• implementing a best practice globally certified animal welfare standard across our operations, aligned to the Five Provisions and Animal

Welfare Aims.

Reliance on talent and culture

We rely on the talent of our people and the effectiveness of our culture for success. Therefore, keeping our people safe is a top

priority. The competitive nature of the job market and our positioning as a high growth business also contribute to risks associated

with managing our talent and culture:

• actual or potential harm to all workers and other persons at the workplace (including from non-compliance with applicable laws

and regulations). In addition to any harm itself, this could also result in financial penalties, drop in staff morale and productivity,

increased insurance costs and damage to our reputation;

• loss of key management personnel, in addition to the potential loss of their teams, could also have a material effect on our

operating and financial performance;

• resource constraints resulting from business growth out-pacing talent acquisition; and

• building organisational capability through the recruitment of external hires carries with it the potential for transition risk.

We are committed to the safety of our people and have established systems and processes to identify, control, report, investigate and

monitor health and safety risks across the business.

Believing that well-managed, engaged and effective teams create long-term business success, our efforts are aided by:

• a rigorous recruitment and selection process, followed by thorough induction and onboarding;

• an effective employee retention strategy combining both short and long-term financial incentives with career development

opportunities to motivate and engage key personnel;

• strong cultural values – bold passion, pioneering spirit, humility, respect and integrity – which assist both the company and employees

in achieving their goals;

• increasing the depth and capability of the senior management pool to support future growth; and

• succession planning to ensure continuity of knowledge, skills and experience.

Rapid change in information technology (IT)

The rapid change in IT provides both opportunities and risks. Incidents of cyber-attack and the release of data have become an

increasing threat for all companies. The cyber security and data environment is continuously evolving and, as a result, we are

inherently exposed to inadequate IT security leading to a compromise of our IT systems and potential data theft, data loss or

corruption. Such a compromise could result in economic or reputational loss.

We remain focused on further strengthening our governance, processes and technology controls to protect the integrity and privacy of

data and maintain compliance with regulatory requirements.

We continue to build our cyber resourcing capability and improve our cyber security systems and protections, including restricting access

to sensitive data, conducting regionally-specific cyber security audits and maintaining cyber security insurance.

We have also identified the need to complete third party cyber risk reviews and are currently agreeing scope and timing with

identified parties.

We are implementing our new enterprise resource planning (ERP) software with a view to not only improve our overall IT infrastructure

but also reducing the number of different applications in use across the organisation, allowing the protection protocols in place to be

streamlined.

Ongoing impacts from the COVID-19 global pandemic

The COVID-19 pandemic has caused unprecedented social and economic disruption globally. Until the pandemic is contained, the

business remains exposed to several possible COVID-19 related consequences, including:

• a weakened global economy – characterised by elevated levels of unemployment and reduced disposable income – resulting in

disruptions to consumer buying patterns and/or softening consumer demands in key markets;

• a possible unwinding of FY20 consumer pantry stocking for infant formula, which had some positive impact on FY20 sales;

• disruptions to sales channels – including the effect of ongoing travel restrictions on reseller channels between Australia and

China; the impact of weakened economic conditions on the viability of some off-line distribution networks within China; and

trading restrictions for retailers, including limitations on product purchasing and in-store foot traffic, and access restrictions for

merchandising teams; and

• a second wave of infection through key markets of Australia, New Zealand, China and the US, which could result in disruptions

to supply chains, retail trading conditions, consumer buying patterns and sales growth in these markets.

The Company has to date demonstrated resilience in the face of the COVID-19 pandemic, supported by a strong underlying demand for

the company’s products, and the focus of senior management on key initiatives, including:

• the adoption of robust health and safety protocols in line with all relevant government requirements, including across our Smeaton

Grange liquid milk processing facility;

• flexible working arrangements for staff combined with enhanced remote working technologies;

• continued close cooperation with Synlait Milk to maintain continuity of infant milk formula supply;

• active management of supply chain routes to market (including use of air freight where appropriate);

• increased levels of safety stock to mitigate future supply chain disruption;

• agile approach to the execution of marketing programmes, adjusting where appropriate to reflect shifts in consumer buying patterns

and channel dynamics; and

• contributions to support COVID-19 vaccine research.

SUSTAINABILITY

RISK

MANAGEMENT

3 The business is currently in the process of determining targets to manage climate-related risks and opportunities, in line with the recommendations of the

TCFD framework.


Building from strength 37 36 The a2 Milk Company

CORPORATE
GOVERNANCE

CONTENTS

Our directors 40

Our executive committee 42

Governance 44

Remuneration 49

Building from strength 39 38 The a2 Milk Company

David Hearn
Chair and

Non-Executive Director

Master of Arts

Director since February 2014

Julia Hoare

Deputy Chair and Independent,

Non-Executive Director

Bachelor of Commerce, FCA,

Chartered Member of the Institute

of Directors (NZ)

Director since November 2013

Jesse Wu

Independent,

Non-Executive Director

Master of Business Administration

(Duke)

Director since May 2017

Pip Greenwood

Independent,

Non-Executive Director

Bachelor of Laws

(LL.B.), University of Canterbury (NZ)

Director since July 2019

Warwick Every-Burns

Independent,

Non-Executive Director

Advanced Management Program

(Harvard)

Director since August 2016

David has been a director of the

company since 5 February 2014, and

Chair since 30 March 2015. He is also a

member of the Nomination Committee.

David has extensive experience and skills

in executive management, sales and

marketing and strategy development in

fast moving consumer goods (FMCG)

in international markets. He has held

senior executive roles including Chief

Executive Officer or Managing Director

roles for FMCG companies including

Goodman Fielder Limited, United

Biscuits Europe and Asia, Pepsico Foods

Europe,and Del Monte UK.

Latterly, David was the CEO for the

marketing services group, Cordiant

Communications Group. In addition to

his a2MC Company directorship, David

is also a director of SafeStore Holdings

PLC, Robin Partington & Partners

Limited, Committed Capital Limited and

his own company Lovat Partners Limited

David resides in the United Kingdom.

Julia has been a director of the company

since 19 November 2013, and Deputy

Chair since 30 March 2015. She

is also Chair of the Audit and Risk

Management Committee and a member

of the Nomination Committee.

Prior to joining the Board, Julia had

extensive chartered accounting

experience in Australia, the UK and

NZ and was a partner with PwC NZ

for 20 years. She is also a member of

the New Zealand External Reporting

Advisory Panel, a body designed to

support the standard setting process

of the New Zealand External Reporting

Board, and is the Vice President of the

New Zealand Institute of Directors.

In addition to her company directorship,

Julia is Deputy Chair of Watercare

Services Limited, and a director of

Port of Tauranga Limited, Auckland

International Airport Limited and

Meridian Energy Limited.

She is also a member of The New

Zealand Sustainable Finance Forum

Leadership Group, the aim of which is

to identify genuine, practical ways to

ensure the financial system is supporting

and not hindering the economic

transition required for New Zealand to

meet its international commitments

under the Paris Agreement Sustainable

Development Goals.

Julia resides in New Zealand.

Jesse has been a director of the

company since 16 May 2017. He is

also a member of the Audit and Risk

Management Committee and the

Remuneration Committee.

Jesse began his career with Procter &

Gamble and PepsiCo, before joining

Johnson & Johnson’s consumer

business. He was appointed

International Vice President, Asia/Pacific

in 2003 and company Group Chair,

Global Markets in 2008. Prior to his last

executive position, he was Worldwide

Chair of the Johnson & Johnson

Consumer Group (which had annual

revenues of US$14 billion).

Jesse serves on the Board of Visitors

at Duke University’s Fuqua School of

Business. He is a two-time recipient of

the Magnolia Award from the Shanghai

Municipal Government, given in

recognition of his contributions to

Shanghai’s economic development.

In addition, Jesse serves on the board

of Aptar Group Inc, a global leader in

dispensing systems.

Over his career Jesse has managed

significant scale and complexity in the

areas of manufacturing, distribution,

sales and marketing, in both developed

and emerging markets.

Jesse resides in China.

Pip has been a director of the company

from 1 July 2019. She is also Chair

of the Nomination Committee and

a member of the Remuneration

Committee.

Currently Pip is also a director on the

boards of Westpac New Zealand,

Spark New Zealand and Fisher & Paykel

Healthcare. She was previously a senior

partner at law firm Russell McVeagh,

where she spent over 10 years on the

firm’s board including acting as the

firm’s board Chair and interim CEO.

Pip brings extensive commercial

and board experience to

The a2 Milk Company board. A leader

in the field of corporate law and in the

New Zealand business community, Pip

is also known for her work promoting

greater diversity in the workplace. She

is the recipient of numerous industry

awards including being named New

Zealand “Dealmaker of the Year” at

the Australasian Law Awards 2018,

an accolade she has won five times;

and she has twice been recognised

as a finalist at the Women of

Influence Awards.

Pip resides in New Zealand.

Warwick has been a director of the

company since 23 August 2016. He

is also Chair of the Remuneration

Committee and a member of the Audit

and Risk Management Committee.

Warwick has been a career Consumer

Packaged Goods (CPG) executive of

global scale. His executive roles have

included a successful career with The

Clorox Company of the USA as Senior

Vice President, International, based

in the USA and prior to that as VP

Asia Pacific. His earlier roles included

Managing Director of NationalPak

Limited (the Glad Products Company

ultimately acquired by Clorox) and a

long career with Unilever PLC where

he was based in Australia. Warwick

is a Non-Executive Director of one

of the leading international wine

companies, the ASX listed Treasury

Wine Estates Limited.

Warwick brings a combination of

international CPG Executive and non-

executive director experience in markets

of particular relevance to the company

in China, North America and Europe.

His strong skills and interest in business

development in new and emerging

markets, brand management and human

resource management are of significant

value to the company.

Warwick resides in Australia.

CORPORATE GOVERNANCE

OUR

DIRECTORS

Building from strength 41 40 The a2 Milk Company

CORPORATE GOVERNANCE
OUR EXECUTIVE

COMMITTEE

Leadership

To enhance our organisational

alignment and enable the right

ways of working to deliver on our

strategy, we recently reorganised

our most senior executive team

to form our Executive Committee

and formed a Senior Leadership

Group which comprises the senior

management of the business.

Geoffrey Babidge

Chief Executive Officer

Bachelor of Economics

Geoffrey was appointed CEO from 9

December 2019. He was previously Managing

Director and CEO of the company from

July 2010 until July 2018; he was also an

Executive Director of the Board during this

time. Geoffrey has more than 30 years’

senior management experience working in

the Australian FMCG industry. Geoffrey has

previously held senior executive roles with a

number of companies in Australia including

Freedom Foods Group Limited, Bunge

Defiance and National Foods. Prior to these

roles he was a practising chartered accountant

and partner at Price Waterhouse.

Race Strauss

Chief Financial Officer

Fellow of CPA Australia (FCPA)

Bachelor of Business (Griffith

University, QLD)

Executive MBA (INSEAD, Singapore)

Race joined the Group in January

2020. He is responsible for the finance,

legal, IT, investor relations and strategy

functions across the group. Race is an

experienced finance executive with a

strong packaged goods background

as well as relevant international

experience, particularly in China and

other Asian regions. Race spent over

20 years at Unilever where he held a

variety of senior roles including Chief

Financial Officer of Unilever Australasia

and Vice President of Finance for

South East Asia and Australasia. More

recently Race spent seven years in Chief

Financial Officer roles with the Qantas

Group, including at Jetstar and at

Qantas Airlines.

Susan Massasso

Chief Growth and Brand Officer

Bachelor of Commerce – Accounting and

Marketing (University of Sydney)

Susan has over 20 years’ experience in the

packaged goods industry. Susan is responsible for

all activities associated with brand development

and communications, including overseeing

the marketing function, internal and external

communications, government and regulatory

affairs, and new growth engines for our business

across new products, channels and markets. Susan

originally joined the Group in September 2013 as

Group Chief Marketing Officer with leadership

of marketing and brand development across all

markets. Prior to this, Susan held several senior

leadership and commercial positions across the

Campbell Arnott’s business including Asia Pacific

Regional Marketing Director, Marketing Director

Arnott’s ANZ, General Manager Campbell’s

ANZ and Marketing Director Campbell’s ANZ. In

addition, Susan spent a number of years at Unilever

where she held a variety of marketing, consumer

insight and logistics roles. Susan attended the

University of Sydney under scholarship from

accounting firm PriceWaterhouseCoopers

where she gained undergraduate employment

throughout her degree.

Lisa Burquest

Chief People, Safety and

Sustainability Officer

Bachelor of Business, Logistics,

Materials and Supply Chain

Management

Lisa joined the Group in November

2018 as Chief People Officer.

Lisa is responsible for driving our

people strategy as well as for our

safety and sustainability functions,

leveraging her previous experience

leading the development of

safety management systems and

developing and executing integrated

sustainability programmes. Lisa has

over 26 years’ experience across a

wide breadth of human resources

roles including previous senior

positions at BHP Billiton, Origin

Energy, Jetstar and most recently

Qantas Airlines. She has experience

working across a variety of

geographies, particularly Asia, and is

very comfortable in a dynamic, fast

paced company culture.

Shareef Khan

Chief Operations Officer

Bachelor of Science, CSCP, APICS

Shareef joined the Group in June

2012. He is directly responsible for all

supply chain, quality and operations

across the Group in each of our

geographies, from farmers through to

strategic processing and distribution

partners and ultimately distribution

to our customers. Shareef has

over 15 years’ senior management

experience as a qualified supply chain

professional. He is experienced across

a number of industries, including

fast moving consumer goods,

infant nutrition, office products

and construction.

Peter Nathan

Chief Executive Asia Pacific

Bachelor of Business (Marketing)

Peter joined the Group in 2008 and in 2010

took on the role of Chief Executive of the

Australia and New Zealand region. From

1 July 2017, Peter was appointed Chief

Executive of the Asia Pacific region. During

his time with the company, Peter has led the

successful relaunch of branded

a2 Milk


in

the Australian market from 2007 with the JV

entity, and has been instrumental in launching

and establishing the

a2 Platinum

®

infant

formula brand in Australia and more recently

China. Peter has over 28 years’ experience

working in the FMCG industry, as evidenced

by his previous senior marketing and sales

roles for Gillette and Colgate Palmolive in

Australia and Asia, as well as his involvement

with Freedom Foods Group Limited as

General Manager. Peter is responsible for our

operations across Australia, New Zealand,

Greater China and other Asia.

Li Xiao

Chief Executive Greater China

Bachelor of Arts in Business Admin,

English (Heilongjiang University)

Master, EMBA (China Europe

International Business School)

Li Xiao joined the Group in April 2019.

Li Xiao is responsible for maximising

the significant opportunities that

the Greater China market presents

for the company, delivering against

our strategy and putting the right

capabilities in place to deliver to these

future growth opportunities.

Li Xiao has substantial experience

building successful businesses in China

across a diverse range of multinational

and local fast growth consumer driven

companies including Mars, Nike, Burger

King China, and most recently CEO and

President of Wanda Kids Group and

SVP of Wanda Group.

Blake Waltrip

Chief Executive USA

BA Economics (University of California

at San Diego)

Masters of Business Administration

(Anderson Graduate School of

Management, UCLA)

Blake joined the Group in May 2016, assuming

the role of Chief Executive of the USA region.

Blake is responsible for leading our Northern

American business as well as managing our

supply chain partnerships and performance

for his region. Blake has a strong marketing

and general management skill set. Blake was

previously the CEO of Quinoa Corporation Inc,

(The Ancient Harvest Brand) based in Boulder,

Colorado. His previous roles have included

VP and CMO of the beverage division of the

Hain Celestial Group, Managing Partner of a

marketing services and strategy group, Growth

Ventures, President Americas of Lowe Alpine,

and an earlier extensive marketing career with

Nestlé USA beverage brands.

Jaron McVicar

General Counsel and

Company Secretary

Bachelor of Laws

Jaron joined the Group as General

Counsel and Company Secretary

in November 2016, having already

provided legal advice to the Group

over a number of years in his

previous role with a leading New

Zealand law firm. Prior to joining

the Group, Jaron worked in private

practice for 15 years as a corporate

and commercial lawyer, including

seven years working in London.

Jaron is a qualified solicitor in New

Zealand and England and Wales.

Jaron is responsible for the Group’s

legal function and works closely

with the Board on governance in

his capacity as Company Secretary.

Building from strength 43 42 The a2 Milk Company

GOVERNANCE FRAMEWORK
Independent

assurance

(i)

Group

Company

Secretary

(ii)

Executive

committee

(v)

CEO

(iv)

Delegation and

oversight

(iii)

Delegation and

oversight

Delegation and


oversight

Accountability

and reporting

Accountability

and reporting

Accountability

and reporting

(i) Internal audit/external audit/legal and other

professional advice.

(ii) Accountability and reporting of corporate

governance and Board related matters.

(iii) Board delegates all matters except those reserved

for the Board or its committees.

(iv) Responsible for day to day operations; leads the

executive committee.

(v) Implements strategy and business plans; directs

performance and behaviour of workforce.

Board of

Directors

Board


committees

(ARMC, REM,

NOM)

CORPORATE GOVERNANCE

Director independence

The Board Charter provides that the Board will, where practicable,

comprise a majority of independent directors.

Director independence is initially assessed upon each director’s

appointment and reviewed each year, or as required when a

new personal interest or conflict of interest is disclosed. For this

purpose, each director is required to bring an independent view

and judgement to the Board and to declare all actual or potential

conflicts of interest on an ongoing basis.

Any issue concerning a director’s ability to properly act as a

director must be discussed at a Board meeting as soon as

practicable, and a director may not participate in discussions or

resolutions pertaining to any matter in which the director has a

material personal interest.

In determining the independence of its directors, the Board

considers guidance for independence, set out in the ASX

Principles, the NZX Listing Rules and the NZX Corporate

Governance Code. Based on those rules and recommendations,

a director is considered to be independent by the Board if he or

she is a non-executive director and free of any interest, position,

association or relationship that could reasonably influence, or

could reasonably be perceived to influence, in a material respect

his or her capacity to bring an independent view to decisions

in relation to the company, or act in the best interests of the

company and represent the interests of the company’s security

holders generally.

Based on these measures, and the considerations discussed

on page 44 of this Annual Report the Board considers that

Julia Hoare, Warwick Every-Burns, Jesse Wu and Pip Greenwood

are independent directors.

Corporate Governance Statement

Our Corporate Governance Statement, which is current as at

30 June 2020 and approved by the Board, can be found at

www.thea2milkcompany.com/corporate-governance.

OUR BOARD

Role of the Board and delegation of authority

The Board is responsible for the overall governance and operations

of the company, guiding the company’s strategic direction,

monitoring risk, and overseeing the activities of management.

All issues of substance affecting the company are considered by

the Board, with advice from external advisers as required.

The role and responsibilities of the Board are set out in the

Board Charter, available on the company’s website at

www.thea2milkcompany.com/corporate-governance.

The Board delegates certain functions to its three Committees

(Audit and Risk Management Committee, Remuneration

Committee, and Nomination Committee). The diagram on the

previous page illustrates our corporate governance framework.

Audit and Risk Management Committee (ARMC)

The principal purpose of this committee is to assist the Board in

fulfilling its corporate governance and oversight responsibilities

in relation to the Group’s risk management and internal control

systems, accounting policies and practices, internal and external

audit functions and corporate reporting.

We are committed to maintaining the highest standards of

corporate governance. Our corporate governance framework has

been established to ensure that directors, officers and employees

fulfil their functions responsibly, whilst protecting and enhancing

the interests of shareholders.

We believe that good corporate governance adds to the

performance of the company, creates shareholder value and

engenders the confidence of the investment market.

Our corporate governance framework has been developed with

regard to:

• the NZX Corporate Governance Code; and

• the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations (ASX Principles)

(third Edition). The company has updated its governance

arrangements in a number of respects during the year so

that they will be consistent with the fourth edition of the

ASX Principles, which took effect for the company from

1 July 2020.

For the financial year ended 30 June 2020 our corporate

governance framework complied with the recommendations in

the NZX Corporate Governance Code and the ASX Principles (third

Edition), except where noted below.

ASX Principles

Recommendation 2.5 of the ASX Principles states that the Chair

of the Board should be an independent director and, in particular,

should not be the same person as the CEO (recommendation 2.9

of the NZX Corporate Governance Code recommends that where

the Chair of the Board is not independent, the Chair and the CEO

should be different people).

The roles of Chair and CEO are not exercised by the same

individual. From 1 July to 9 December 2019, the role of CEO

was held by the Managing Director, Jayne Hrdlicka, and from

9 December 2019, Geoffrey Babidge has held the role of CEO

(on an interim basis).

However, the Board did not consider the company’s Chair,

David Hearn, to be an independent director in this financial year

for the purposes of the ASX Principles. This is because of David’s

previous limited executive role, which ceased in December 2018,

under which the CEO previously had the capacity to call on David

from time to time to support the company’s business in Europe

and the UK. David also held executive options during this financial

year, which were exercised in full during the year.

Considering his limited executive role during the first half of last

financial year, and the options exercised by David during this

financial year, the Board considered it appropriate that David

should retain his non-independent status during this financial year.

David brings to the Board invaluable perspective on the

development of consumer products markets globally. The Board is

confident that he exercises an independent view and judgement

in his role as Chair and that the CEO has full executive control and

accountability in the organisation.

The Board considers there is an appropriate level of independent

view and judgement exercised by directors, including by Julia

Hoare as Deputy Chair, who is the lead independent director.

GOVERNANCE

Building from strength 45 44 The a2 Milk Company

Remuneration Committee (REM)
This committee assists the Board in establishing appropriate policies for remuneration across the Group and reviews the remuneration of

the Chief Executive Officer and other senior executives as the Board may determine.

Nomination Committee (NOM)

This committee assists the Board by considering nominations to the Board to provide an appropriate mix of expertise, diversity, skills and

experience on the Board, and reports to the Board on progress of the implementation of the company’s Diversity Policy.

The Nomination Committee assisted the Board by managing the recruitment process for the recently announced appointment of

David Bortolussi as Managing Director and CEO.

These Board committees are governed by charters detailing their specific functions and responsibilities. The charter for each committee is

reviewed by the Board annually. Copies of the committee charters are available at www.thea2milkcompany.com/corporate-governance.

Board size, skills and structure

During the entire reporting period, the Board comprised four independent non-executive directors and one non-executive director. In the

period 1 July to 9 December 2019 the Managing Director and CEO (executive director) was also a member of the Board. The company’s

constitution provides for a minimum of four directors and a maximum of eight, of which at least two must be New Zealand residents to

comply with the NZX Listing Rules.

The Board has developed a board skills matrix which sets out the diversity of skills and experience that it has. The matrix, set out in its

collective form reflecting the current Board composition, is as follows:

Skills and experience

Board representation

(out of five directors)

Executive leadership – experience as a senior executive in one or more substantial commercial businesses

100% (5)

Non-executive board membership – experience as a non-executive director of a number of listed or other

widely-held companies

100% (5)

Governance – experience in setting and implementing corporate governance policies, practices and standards

100% (5)

Consumer products and nutritional industries – experience as a senior executive in, or as a professional

advisor to, consumer products or nutritional industry businesses

60% (3)

E-commerce – experience as a senior executive in, or as a professional advisor to, businesses engaged in

e-commerce activities

80% (4)

Food safety – technical or managerial experience relating to food, food product development and

development and/or implementation and management of safe practices for the sourcing, production,

transport and distribution of perishable foods

40% (2)

Sustainability – experience in identifying economic, social and environmentally sustainable developments,

and setting and monitoring sustainability aspirations

60% (3)

International markets – experience as a senior executive in, or as a professional advisor to, businesses that

operate outside Australia and New Zealand, particularly those international markets in which the company

operates, and an understanding of how to succeed in different cultural, regulatory and business environments

100% (5)

Financial acumen – experience in financial accounting, taxation, external and/or internal audit and reporting

20% (1)

Risk management – experience in identifying and mitigating risk

100% (5)

Remuneration – experience in developing and/or implementing executive remuneration programmes,

including incentive-based remuneration

80% (4)

CORPORATE GOVERNANCE

GOVERNANCE

Board committees

The Board’s three standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees may be established

from time to time with specific responsibilities as delegated by the Board. The composition of the committees as at, and throughout the

financial year ended 30 June 2020, was as follows:

MembersIndependentNon-executive

Audit and Risk Management Committee

Julia Hoare (Chair)



Warwick Every-Burns



Jesse Wu



Nomination Committee

Pip Greenwood (Chair)



Julia Hoare



David Hearn



Remuneration Committee

Warwick Every-Burns (Chair)



Pip Greenwood



Jesse Wu



Building from strength 47 46 The a2 Milk Company

CORPORATE GOVERNANCE
REMUNERATION

Our success depends on the quality and contribution of our

people, with their talents enabling us to achieve our short and

long-term strategic objectives.

Our remuneration philosophy for all employees and executives

aims to:

• link rewards to the creation of sustainable value for

shareholders;

• attract, develop and retain talented employees and executives;

• initiate and execute the company’s business plans and strategy

as endorsed by the Board;

• reward the delivery of superior performance;

• have a balanced mix of short-term and long-term remuneration

components;

• be consistent with and supportive of the company’s ethical

framework and commitment to good corporate governance;

and

• ensure that remuneration arrangements are competitive, fair,

and reflect the external labour market.

Remuneration policies and practices

The Remuneration Committee is responsible for establishing the

policies and practices of the company regarding the remuneration

of directors and other senior executives of the Group and

reviewing all components of the Group’s remuneration practices

relevant to its employees. The Remuneration Committee Charter

sets out the objectives, responsibilities and authority of the

Remuneration Committee in relation to remuneration matters. The

Charter stipulates that the Committee will make recommendations

to the Board, but all decision-making authority in relation to

remuneration remains with the Board.

The Board’s policy for remunerating the CEO and other senior

executives is to provide market-based remuneration packages

comprising a blend of fixed and variable at-risk incentive-based

remuneration with clear links between individual and company

performance, and reward. The Remuneration Committee

reviews the remuneration packages of the CEO and other senior

executives at least annually.

All employees have a fixed remuneration package. Selected senior

executives and managers also have variable remuneration in the

form of a short-term incentive (STI) as part of their remuneration

package. Certain selected senior executives and managers may

also have long-term incentives (LTI) as part of their remuneration

package.

Employees, not participating in the STI or LTI plans, may receive

a bonus of up to 5% of fixed remuneration, subject to individual

performance and the company achieving its financial objectives for

the year.

Remuneration packages for senior executives are structured so

that a significant portion of remuneration is at risk but can be

earned by the achievement of superior performance. The LTI is

designed to drive sustained performance over time and to both

attract and retain the best possible talent.

An appropriate remuneration mix is determined for each position,

taking into consideration the executive’s role and level of

responsibility.

Managing executive performance

Robust processes are in place for supporting and evaluating

the performance of the CEO and other senior executives and

managers.

The Board and CEO determine and agree annual targets and

objectives for the company based on the company’s strategic plan,

supported by a comprehensive and collaborative forecasting and

budgeting process. The CEO is accountable to the Board for the

delivery of the agreed objectives.

The objectives agreed between the Board and the CEO are

discussed and cascaded to each member of the executive team,

and captured in individual performance delivery documents

and STI agreements. The CEO uses the performance delivery

documents to facilitate individual conversations with each member

of the executive team periodically throughout the performance

period. The periodic performance discussions are documented

and form the basis of the annual performance review that each

executive undertakes with the CEO, and that the CEO undertakes

with the Board, at the end of the performance period.

The outcome of the executive’s performance over the course of

the year contributes to considerations surrounding changes to

fixed remuneration and the awarding of variable remuneration

and incentives.

For the financial year ended 30 June 2020, each member of the

executive team who was an employee for the duration of the

reporting period had at least one periodic performance discussion

documented.

Remuneration for FY20

During FY19 a revised remuneration policy for the Group was

finalised; and announced in November 2019. This new framework

delivers a high performance remuneration framework with higher

at-risk components than the previous framework, with the aim of

more closely aligning remuneration with the company’s strategic

direction, as set out below.

Fixed remuneration

Employees’ fixed remuneration is based on a matrix of an

individual’s skills and experience, their individual performance and

their current level of remuneration relative to the market. Fixed

remuneration is reviewed on an annual basis with reference to

independent external surveys, and where appropriate, is adjusted

based on consideration of individual performance and market

remuneration movement. The Remuneration Committee reviews

and approves all changes to fixed remuneration.

Variable remuneration

The STI and LTI programmes provide the potential for employees

to receive payment over and above fixed remuneration. These

programmes are discretionary, appropriate to the results delivered

by the Group and the individual performance of the employee,

based on the principle of reward for performance. A significant

portion of senior executive remuneration is at risk.

GOVERNANCE

Attendance at Board and committee meetings

Director attendance at Board and Committee meetings during the year ended 30 June 2020 is set out below.

Meetings of the Board

Audit and Risk

Management Committee

Remuneration

CommitteeNomination Committee

HeldAttendedHeld AttendedHeld AttendedHeld Attended

David Hearn (Chair)1212––––1313

Julia Hoare

(Deputy Chair)

121255––1313

Jayne Hrdlicka

1


(Managing Director

and CEO)

55––––––

Warwick Every-Burns12125533––

Jesse Wu12125533––

Pip Greenwood1211––331313

Held: meetings held during the period for which the person was a director or Committee member.

1 Resigned as Managing Director & CEO on 9 December 2019

Corporate governance policies

The following policies, each of which has been prepared having regard to the ASX Principles and the NZX Corporate Governance Code,

are available on the company’s website at www.thea2milkcompany.com/corporate-governance:

• Code of Ethics;

• Continuous Disclosure Policy;

• Diversity Policy. The company’s diversity policy is discussed on page 26 of this Annual Report;

• Risk Management Policy. The company’s risk management policy is discussed on pages 34 to 37 of this Annual Report;

• Securities Trading Policy;

• Shareholder Communications Policy;

• Global Whistleblower Policy;

• Global Anti-Bribery & Anti-Corruption Policy; and

• Ethical Sourcing Policy.

The Board regularly reviews the performance and effectiveness of the company’s corporate governance policies and procedures and,

if appropriate, amends those policies and procedures or adopts new policies or procedures, to uphold the integrity of the company’s

corporate governance framework.

Building from strength 49 48 The a2 Milk Company

CORPORATE GOVERNANCE
The following table illustrates the relative percentages of fixed

remuneration and at risk STI and LTI for FY20.

FixedSTI

(at target)

LTI

(face value)

CEO29%29%42%

Executive Committee30%-34%25%-28%38%-45%

Short-Term Incentive (STI) plan

The purpose of our STI plan is to build a results-focused

culture, whilst increasing employee engagement. STI values

and performance targets are approved by the Remuneration

Committee at the start of each financial year.

The STI is paid in the form of a cash bonus to employees based

on the achievement of the Group Performance Scorecard

and adjusted by an individual performance multiplier of 0%

to 130% – calculated based on the employee’s performance

against the achievement of personal objectives (“OKRs”).

Funding of the bonus program in FY20 was established by

aggregating, for all employees, the amount of their target incentive,

as referenced against their fixed annual remuneration and adjusted

by the performance of the Group Performance Scorecard.

STI weightings

Group performance scorecardPersonal

OKRs

Financial

performance

Business

performance

CEO and Officers50%50%0-130%

Performance rights granted in FY20

As a result of the Board undertaking a review of the company’s

remuneration practices in 2019, no performance rights were

issued for FY19. With the review completed, the company

issued performance rights in respect of FY19 to the relevant LTI

plan participants during FY20. These performance rights will be

assessed against the two-year performance period from 1 July

2019 to 30 June 2021 (rather than the three year performance

period from 1 July 2018 to 1 July 2021 that would have applied

if the Performance Rights were issued at the usual time for FY19

LTI awards, being shortly following the company’s release of its

FY18 full year results). The quantum of grants is set by reference

to a fixed percentage of each participant’s FY19 fixed annual

remuneration.

While the delay of more than one year in the issue of performance

rights under the FY19 LTI plan has resulted in a performance

period of only two years, it is considered appropriate in balancing

shareholders’ interests with offering performance-based incentives

to eligible LTI participants and avoids any perception of setting

targets with the benefit of hindsight.

To accommodate the suspension of the LTI programme in FY19,

the performance rights issued during FY20 are in two tranches,

with differing performance periods and performance hurdles as set

out below, with Tranche 1 reflecting the FY19 deferral.

The performance rights vest subject to:

• Continuing employment.

• Minimum performance hurdles of both:

– A minimum diluted earnings per share (EPS) compound

annual growth rate (CAGR) increase of 15% over the

performance period (E-CAGR); and

– A minimum normalised sales CAGR increase of 15% over

the performance period (S-CAGR).

• No awards will vest if E-CAGR or S-CAGR is less than 15% over

the respective performance periods.

• 50% of the awards will vest if E-CAGR and S-CAGR of 15% is

achieved, up to a maximum of 100% of the award vesting if

S-CAGR of either 22% or more, or 25% or more is achieved,

as follows:

Performance

rights

grants:

Performance

period

EPS

hurdle

Normalised sales

hurdles

50%

vests

85%

vests

100%

vests

Tranche 12 years to

30 June 2021

15%15%20%25%

Tranche 23 years to

30 June 2022

15%15%18.5%22%

Vesting is on a straight-line basis between each band.

Diluted earnings per share are as reported in the company’s Annual

Report in respect of that financial year.

Normalised sales in respect of a financial year, are sales plus

such additional revenue or income items less such unusual and

one-off items (in each case, as may be determined by the Board

in its absolute discretion) based on relevant financial information

reported in the company’s Annual Report in respect of that

financial year.

It is currently intended that, subject to applicable law, the company

will satisfy its obligation to allocate ordinary shares upon the

vesting of performance rights granted in FY20 (as well as all future

grants of performance rights) by instructing the trustee of the

newly established a2MC Group Employee Share Trust to purchase

shares on market so as to avoid, where possible, dilutive issues of

ordinary shares.

Further details on LTI plans can be found at Note F2 to the financial

statements.

Minimum Shareholding Requirement

Executives

With effect from 1 October 2019, a Minimum Shareholding

Requirement (MSR) Policy applies to the CEO and all of the CEO’s

direct reports (collectively, Executives). From time to time we may

also identify additional employees to whom the MSR Policy will

apply.

The purpose of this MSR Policy is to strengthen the alignment

between the interests of Executives and the interests of

shareholders and encourage a focus on building long term

shareholder value.

Executives are required to acquire and hold a minimum

shareholding equivalent to 100% of their fixed annual

remuneration comprising base salary and compulsory employer

superannuation contributions (or equivalent) before any tax or

social security deductions.

Executives are expected to achieve the MSR by the end of five

annual vesting periods for LTI grants, unless they have been

the beneficiaries of earlier option plans. In the event that an

Executive has been with the company for three or more years and

participated in these earlier option plans, the Executive will comply,

and be expected to continue to comply, with the MSR once 100%

of these options have vested.

All Executives are currently expected to achieve the MSR within the

timeframe required by the policy.

REMUNERATION

Group Performance Scorecard

FY20 Group ObjectivesMetricWeighting

Group Financial PerformanceRevenue growth

Net profit after tax

50%

Business Performance50%

1. Build China organisational capability to deliver Asia Pacific sales

and strategy outcomes

Consumption market share (value)

Revenue growth – China label

20%

2. Reach meaningful scale in the USARevenue growth10%

3. Sustainable brand leadershipPrompted brand awareness – China

Prompted brand awareness – USA

10%

4. Deliver the organisation of the futurePeople engagement (survey)

Digital transformation milestones

10%

At target100%

Long-Term Incentive (LTI) plan

Participation in the LTI plan is by invitation only, at the sole and

absolute discretion of the Board. The LTI plan is designed to

reward performance in support of the achievement of our business

strategy; targeting profitable, long term revenue growth, which

requires appropriate investment consistent with creating long-term

shareholder value.

The company grants performance rights (Awards) to eligible

participants under the plan, governed by specific terms and

conditions. Each Award granted represents a right to receive

one fully paid share in the company once the Award vests and is

exercised. The number of Awards and the vesting conditions for

Awards issued under the LTI plan are determined by and at the

sole discretion of the Board. No dividends are paid on performance

rights. The Board may forfeit performance rights for fraud,

dishonesty or wilful breach of duties.

The new LTI structure operative in FY20 moves away from a single

hurdle which incentivises only earnings per share (EPS) growth as

we believed this could encourage underinvestment in the brand

and infrastructure and therefore limit future growth. The new

performance model now directly incentivises revenue growth but

also safeguards bottom line financial performance with an EPS

growth threshold.

Awards under the LTI plan will vest if the minimum EPS and

revenue growth thresholds have been met, while the quantum

of vesting will be determined by reference to revenue growth

achieved. A minimum level of EPS growth must be achieved while

also delivering strong revenue growth.

To the extent strong revenue growth is achieved that meets or

exceeds the vesting threshold but EPS growth has not met the

vesting threshold, no vesting will occur. Similarly, if the EPS growth

vesting threshold is achieved but the revenue growth vesting

threshold is not, no vesting will occur.

Building from strength 51 50 The a2 Milk Company

CORPORATE GOVERNANCE
Directors’ remuneration

Non-executive director’s remuneration is paid in the form of director’s fees. The fees paid to directors are structured to reflect the

respective responsibilities and workloads of their Board and Committee positions.

The annual aggregate non-executive directors’ remuneration pool, approved by shareholders at the company’s Annual Meeting of

Shareholders held on 20 November 2018, is capped at $1,365,000.

Directors’ fees structure $ annual

Base board fees:

Chair of the Board (refer below)165,000

Deputy Chair210,000

Non-executive director165,000

Audit and Risk Management Committee:

Chair35,000

Committee member16,500

Remuneration Committee:

Chair35,000

Committee member16,500

Nomination Committee:

Chair22,000

Committee member11,000

Prior to the company’s admission to the Official List of the ASX on 31 March 2015, 5,000,000 options over unissued ordinary shares

were issued to Lovat Partners Limited (an entity controlled by David Hearn), under the company’s LTI plan. Each option had an exercise

price of NZ$0.63. During the financial year, 3,200,000 options, that had previously vested or vested in the period, were exercised by

David in order to avoid them lapsing. The annual accounting charge to profit or loss for the options issued under the LTI plan, are

included in the schedule of non-executive directors’ remuneration as other benefits. At the time that the current level of the Chair’s fees

was set it recognised the contribution to total remuneration of this benefit at that time.

Remuneration paid to non-executive directors of the Group for the year ended 30 June 2020 was as follows:

Board feesCommittee feesTotal fees

Other

benefits

received

Total

remuneration

Audit and Risk

ManagementRemunerationNomination

$$$$$$$

Company

David Hearn (Chair)

1

165,000–––165,00017,951182,951

Julia Hoare

(Deputy Chair)

210,00035,000–11,000256,000–256,000

Pip Greenwood165,000–16,50022,000203,500–203,500

Warwick Every-Burns165,00016,50035,000–216,500–216,500

Jesse Wu165,00016,50016,500–198,000–198,000

Total870,00068,00068,00033,0001,039,00017,9511,056,951

Subsidiary

companies

William Keane

2

39,880–––39,880–39,880

Total909,88068,00068,00033,0001,078,88017,9511,096,831

1 Other benefits received include the annual non-cash accounting charge for options issued under the LTI plan of $17,951. The value of options exercised by

David Hearn during the year was $62,554,000.

2 William Keane is included as a director of The a2 Milk Company Limited (UK), he resigned as a director on 31 March 2020. No other director of a subsidiary

company was remunerated in their capacity as a director.

REMUNERATION

Remuneration of CEO – Geoffrey Babidge

Geoffrey commenced his appointment as Interim CEO on

9 December 2019. Details of the remuneration arrangements are

set out below:

Term

There is no fixed term, employment is ongoing until terminated by

either Geoffrey or the company.

Total fixed remuneration

A$1,600,000 per annum, including superannuation.

STI

A bonus in the amount of between 20% and 40% of total fixed

remuneration is payable entirely at the discretion of the Board at

the end of his tenure as CEO.

LTI

Geoffrey does not participate in the company’s LTI plans.

The remuneration paid to Geoffrey Babidge in the financial year

was as follows:

2020

A$

Fixed remuneration903,030

STI paid–

Total remuneration received903,030

STI is payable at the end of Geoffrey’s tenure, based on total fixed

remuneration paid during the period of tenure.

Geoffrey’s KPI’s have been set and his award will be calculated

taking into account the achievement of these.

Remuneration of the former CEO – Jayne Hrdlicka

Jayne was employed under an employment agreement with the

company as Managing Director and CEO from July 2018. On

9 December 2019, Jayne agreed to step down from the role, but

remained an employee of the company until 30 June 2020.

The remuneration paid to Jayne Hrdlicka for the financial year was

as follows:

2020

A$

Fixed remuneration1,466,667

Other payments2,285,787

Total remuneration received3,752,454

Fixed remuneration was reviewed by the Board and increased

from A$1,500,000 to A$1,600,000 per annum for FY20. Fixed

remuneration was paid for the period 1 July 2019 to 31 May

2020. Other payments included STI paid for FY20, statutory leave

entitlements and an additional cash payment.

The remaining tranche of 90,914 time-based rights, granted to

Jayne as a transition benefit on commencing employment with

the company in July 2018 were exercised during the period, and

subsequently sold.

All performance rights granted to Jayne under the LTI plan

(comprised of 164,312 performance rights granted in November

2019, and 245,787 performance rights granted previously) were

subsequently forfeited on the cessation of Jayne’s employment.

The STI paid to Jayne for FY19 was A$1,897,500.

Building from strength 53 52 The a2 Milk Company

Building from strength 55
CONTENTS

Directors’ approval of the financial statements 56

Independent auditor’s report 57

Consolidated statement of comprehensive income 60

Consolidated statement of changes in equity 61

Consolidated statement of financial position 62

Consolidated statement of cash flows 63

Notes to the financial statements 64

FINANCIAL

STATEMENTS

54 The a2 Milk Company Building from strength 55


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Independent auditor’s report to the Shareholders of The a2 Milk

Company Limited

Opinion

We have audited the financial statements of The a2 Milk Company Limited (“the Company”) and its

subsidiaries (together “the Group”) on page 60 to 101, which comprise the consolidated statement of

financial position of the Group as at 30 June 2020, and the consolidated statement of comprehensive

income, consolidated statement of changes in equity and consolidated statement of cash flows for the

year then ended of the Group, and the notes to the consolidated financial statements including a

summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 60 to 101 present fairly, in all material

respects, the consolidated financial position of the Group as at 30 June 2020 and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand

equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

This report is made solely to the Company's shareholders, as a body. Our audit has been undertaken so

that we might state to the Company's shareholders those matters we are required to state to them in an

auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company and the Company's shareholders, as a body,

for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Financial Statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Ernst & Young has provided market research services in relation to brand health tracking and has also

provided sustainability reporting advisory services to the group. Partners and employees of our firm

may deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Group. We have no other relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

DIRECTORS’ APPROVAL OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2020

INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 30 JUNE 2020

The directors of The a2 Milk Company Limited are pleased to present the consolidated financial statements for The a2 Milk

Company Limited (the Company) and its subsidiaries (together the Group) for the year ended 30 June 2020.

The directors are responsible for preparing and presenting financial statements in accordance with New Zealand law and

generally accepted accounting practice, which present fairly the financial position of the Group as at 30 June 2020 and

the results of its operations and cash flows for the period ended on that date.

The directors consider the financial statements of the Group to have been prepared using accounting policies which have

been consistently applied and supported by reasonable judgments and estimates and that all relevant financial reporting

and accounting standards have been followed.

The directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and facilitate compliance of the financial statements with the

Financial Markets Conduct Act 2013.

The directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent

and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide

a reasonable assurance as to the integrity and reliability of the financial statements.

There are reasonable grounds to believe that the Company and the Group entities identified in Note E2 will be able to meet

any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between

the Company and those Group entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785.

Signed on behalf of the Board by:


David Hearn Julia Hoare

Chair Deputy Chair and Chair of the

Audit & Risk Management Committee

18 August 2020

Building from strength 57 56 The a2 Milk Company

FINANCIAL STATEMENTS


A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Discounts and rebates provided to customers

Why significant How our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of trade discounts, volume rebates

and promotional allowances owed to customers

based on their individual contractual

arrangements. The recognition and measurement

of rebates and promotional allowances, including

the establishment of an appropriate accrual at year

end, involves judgment and estimation, particularly

relating to the expected level of rebate claims by

the customers. This was considered a key audit

matter given the value of the trade discounts,

rebates and promotional allowances provided to

customers, together with the level of judgment

involved in estimating this variable consideration

at year end.

Disclosures regarding revenue and the related

rebates, discounts and promotional allowances are

included in note B2 to the financial statements.

Our audit procedures included the following:

► Considered the appropriateness of the Group’s

revenue recognition accounting policies as

they relate to trade discounts, promotional

allowances and rebates.

► Understood the Group’s processes and

controls over the recording of trade discounts,

promotional allowances and rebates.

► Selected a sample of customer contracts and

determined whether rebates were calculated

in accordance with the agreed terms and

inquired of management as to the existence of

any non-standard agreements or side

arrangements with customers.

► Selected a sample of customer discounts and

rebates recorded and assessed whether the

timing and value of amounts recognised were

in accordance with NZ IFRS.

► Compared a sample of customer claims for

variable consideration and payments made

subsequent to year end to recorded accruals.

► Considered the year end ageing profile of

trade discounts and rebates and inquired as to

the likelihood of aged balances being settled.


Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the Annual Report, which includes information other

than the consolidated financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 30 JUNE 2020


A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

with the consolidated financial statements or our knowledge obtained during the audit, or otherwise

appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with New Zealand equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf

of the entity the Group’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with International Standards on Auditing (New

Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located

at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. We also provide the directors with a statement

that we have complied with relevant ethical requirements regarding independence, and to communicate

with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, actions taken to eliminate threats or safeguards applied. This

description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-

Smith.


Ernst & Young

Sydney

18 August 2020

INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 30 JUNE 2020

Building from strength 59 58 The a2 Milk Company

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS
Notes

2020

$’000

2019

$’000

Continuing operations

SalesB11,730,6961,30 0,590

Cost of sales( 762,122)(587,295)

Gross margin968,574713,295

Other revenueB1435160

Distribution expenses(42,564)(30,750)

Administrative expenses(96,035)(69,536)

Marketing expenses(194,309)(133,902)

Other expenses(88,380)(61,062)

Operating profit 5 47,7 21418,205

Interest income6,1294,240

Finance costsB5(448)(114)

Net finance income5,6814,126

Profit before tax553,402422,331

Income tax expenseB7(165,235)(127,7 9 8 )

Profit from continuing operations388,167294,533

Discontinued operation

Loss from discontinued operation, net of taxB3(2,330)(6,792)

Profit for the year385,8372 8 7,741

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign currency translation profit/(loss)2,863(4,319)

Items not to be reclassified to profit or loss:

Listed investment fair value lossC6(56,083)(62,390)

Total comprehensive income332,617221,032

Earnings per share

Basic (cents per share)B652.3939.25

Diluted (cents per share)B652.1238.78

Earnings per share – continuing operations

Basic (cents per share)B652.714 0.17

Diluted (cents per share)B652.4339.70

The accompanying notes form part of these financial statements.

Year ended 30 June 2020

Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Treasury

shares

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2019(15,341)59,72320,535–6 4,917578,44214 4,4957 8 7, 8 5 4

Profit after tax for the period–––––385,837–385,837

Foreign currency translation

differences – foreign operations2,825–––2,825––2,825

Listed investment

– fair value movement–(56,083)––(56,083)––(56,083)

Income tax38–––38––38

Total comprehensive income

for the period2,863(56,083)––(53,220)385,837–332,617

Transactions with owners

in their capacity as owners:

Issue of ordinary shares––––––2,5092,509

Share issue costs––––––(71)(71)

Treasury shares acquired–––(12,655)(12,655)––(12,655)

Treasury shares transferred––(436)436––––

Share-based payments––8,331–8,331––8,331

Income tax––13,2892,18 815,477––15,477

Total transactions with owners––21,18 4(10,031)11,15 3–2,43813,591

Balance 30 June 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62

Year ended 30 June 2019

Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2018(11,022)122,11312,351123,4 42290,701141,566555,709

Profit after tax for the period––––2 8 7,741–2 8 7,741

Foreign currency translation

differences – foreign operations(4,250)––(4,250)––(4,250)

Listed investment – fair value

movement–(62,390)–(62,390)––(62,390)

Income tax(69)––(69)––(69)

Total comprehensive income

for the period(4,319)(62,390)–(66,709)2 8 7,741–221,032

Transactions with owners in

their capacity as owners:

Issue of ordinary shares–––––2,9702,970

Share issue costs–––––(41)(41)

Share-based payments––8 ,18 48 ,18 4––8 ,18 4

Total transactions with owners––8 ,18 48 ,18 4–2,92911,113

Balance 30 June 2019(15,341)59,72320,5356 4,917578,44214 4,4957 8 7, 8 5 4

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2020

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2020

Building from strength 61 60 The a2 Milk Company

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020

Notes

2020

$’000

2019

$’000

Assets

Current assets

Cash and short-term deposits D385 4,178464,805

Trade and other receivables C170,70066,248

Prepayments56,33649,693

InventoriesC2147, 3 32108,453

Total current assets1,128 ,5 4 66 8 9,19 9

Non-current assets

Property, plant and equipment C414,20610,296

Right-of-use assetsD716,14 4–

Intangible assetsC513,6 4 012,985

Other financial assetsC6252,580286,807

Deferred tax assetsB728,2017, 6 8 3

Total non-current assets324,771317,7 71

Total assets1,453,3171,006,970

Liabilities

Current liabilities

Trade and other payablesC3281,919173,74 8

Customer contract liabilitiesB23,7731,431

Lease liabilitiesD73,407–

Income tax payable16,32843,710

Total current liabilities305,427218,889

Non-current liabilities

Trade and other payablesC3392227

Lease liabilitiesD713,436–

Total non-current liabilities13,828227

Total liabilities319,255219,116

Net assets1,13 4,0 627 8 7, 8 5 4

Equity attributable to owners of the Company

Share capital D5146,93314 4,495

Retained earnings 964,279578,442

Reserves D622,8506 4,917

Total equity1,13 4,0 627 8 7, 8 5 4

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2020

Notes

2020

$’000

2019

$’000

Cash flows from operating activities

Receipts from customers1,726,9471,304,430

Payments to suppliers and employees(1,107,394)(885,738)

Interest received6,1354,277

Interest paid(389)–

Taxes paid(197,888)(133,901)

Net cash inflow from operating activities D44 27, 411289,068

Cash flows from investing activities

Payments for property, plant and equipmentC4(5,800)(2,653)

Payments for intangible assetsC5(1,422)(709)

Payment for listed investmentC6(21,856)(162,335)

Net cash outflow from investing activities(29,078)(165,697)

Cash flows from financing activities

Payments of lease principalD7(1,775)–

Purchase of treasury sharesD6(12,655)–

Proceeds from issue of equity sharesD52,4382,929

Net cash (outflow)/ inflow from financing activities(11,9 92)2,929

Net increase in cash and short-term deposits386,341126,30 0

Cash and short-term deposits at the beginning of the year464,805340,455

Effect of exchange rate changes on cash3,032(1,950)

Cash and short-term deposits at the end of the yearD385 4,178464,805

The accompanying notes form part of these financial statements.

Building from strength 63 62 The a2 Milk Company

FINANCIAL STATEMENTS

ContentsPage
ABasis of preparation65

BGroup performance

B1Operating segments68

B2Revenue70

B3Discontinued operation72

B4Expenses72

B5Finance costs73

B6Earnings per share73

B7Income taxes74

COperating assets and liabilities

C1Trade and other receivables78

C2Inventories78

C3Trade and other payables79

C4Property, plant & equipment80

C5Intangible assets81

C6Other financial assets84

DCapital and financial risk management

D1Capital management85

D2Financial risk management85

D3Cash and short-term deposits89

D4Cash flow information89

D5Share capital90

D6Nature and purpose of reserves90

D7Leases91

D8Capital expenditure commitments92

D9Contingent liabilities92

EGroup structure

E1Consolidated entities93

E2Deed of cross guarantee94

FOther disclosures

F1Related party transactions96

F2Share-based payments97

F3Auditor’s remuneration101

F4Subsequent events101

NOTES TO THE FINANCIAL STATEMENTS – BASIS OF

PREPARATION FOR THE YEAR ENDED 30 JUNE 2020

A. Basis of preparation

The a2 Milk Company Limited (the Company) is a for-profit

entity incorporated and domiciled in New Zealand. The

consolidated financial statements of the Company for the year

ended 30 June 2020 comprise the Company and its subsidiaries

(together referred to as the Group).

The Company is registered in New Zealand under the Companies

Act 1993, and is a FMC reporting entity under the Financial Markets

Conduct Act 2013. The Company is also registered as a foreign

company in Australia under the Corporations Act 2001 (Cth,

Australia). The shares of The a2 Milk Company Limited are publicly

traded on the New Zealand Stock Exchange (NZX), the Australian

Securities Exchange (ASX) and Chi-X Australia (Chi-X). The Group’s

reporting currency is the New Zealand dollar.

The principal activity of the Company is the sale of branded products

in targeted markets made with milk from cows that produce milk

naturally containing only the A2 protein type.

The consolidated financial statements were authorised for issue

by the directors on 18 August 2020.

The consolidated financial report:

• has been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand;

• complies with the New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS);

• complies with International Financial Reporting Standards (IFRS’s)

adopted by the International Accounting Standards Board (IASB);

• is presented in New Zealand dollars, which is the Company’s

functional currency, with all values rounded off to the nearest

thousand dollars, unless otherwise stated; and

• has been prepared in accordance with the historical cost

convention and, except for listed investments, does not take

into account changing money values or fair values of assets.

Certain comparative amounts have been restated to conform with

the current period’s presentation.

Significant accounting policies have been:

• included in the relevant note to which each policy relates, other

than the accounting policy for foreign currency, set out below;

and

• except for the adoption of NZ IFRS 16: Leases noted below,

consistently applied to all periods presented in these consolidated

financial statements.

Accounting policy: Foreign currency

Transactions

Foreign currency transactions are initially translated to the respective

functional currencies of Group companies at the rate of exchange

at the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies are translated to the functional

currency at the exchange rate ruling at the reporting date. Foreign

exchange differences are generally recognised in profit or loss in the

statement of comprehensive income.

Foreign operations translation to reporting currency

The assets and liabilities including goodwill and fair value

adjustments arising on consolidation of foreign operations are

translated into New Zealand currency at rates of exchange

current at the reporting date, while revenues and expenses are

translated at approximately the exchange rates ruling at the date

of the transaction. Exchange differences arising on translation

are recognised in other comprehensive income and accumulated

within equity in the foreign currency translation reserve.

Judgements, estimates and assumptions

The preparation of financial statements in conformity with

NZ IFRS requires management to make judgements, estimates

and assumptions.

• This may affect the application of policies and reported amounts

of assets, liabilities, income and expenses. Actual results may

differ from these estimates.

• Estimates and underlying assumptions are reviewed on an

ongoing basis.

• Revisions to accounting estimates are recognised in the period in

which the estimate is revised and in any future periods affected.

• Information about significant areas of estimation uncertainty and

critical judgements in applying accounting policies that have the

most significant effect on the amount recognised in the financial

statements are described in the following notes:

– Note B7: Deferred tax assets and liabilities – Recovery of

deferred tax assets

– Note C2: Inventories – Estimation of net realisable value

– Note C5: Intangibles assets – Impairment review of goodwill

and intangibles

– Note D7: Leases – Determination of lease term

NOTES TO THE FINANCIAL STATEMENTS

Building from strength 65 64 The a2 Milk Company

FINANCIAL STATEMENTS

Changes in significant accounting policies
The Group has applied all of the new and revised Standards and

Interpretations issued by the New Zealand External Reporting Board

that are relevant to the Group’s operations and effective for the

current accounting period. Other than the adoption of NZ IFRS 16:

Leases, noted below, their application has not had any material

impact on the Group’s assets, profits or earnings per share for the

year ended 30 June 2020.

Adoption of NZ IFRS 16: Leases

The Group has adopted this standard from 1 July 2019, using

the modified retrospective transition method, under which

the cumulative effect of initial application, if any, is recognised

in retained earnings at 1 July 2019, with no restatement of

prior periods.

The standard introduces a single, on-balance sheet accounting

model for lessees. Right-of-use assets are recognised representing

the lessee’s right to use the underlying leased assets, together with

lease liabilities representing the obligation to make lease payments.

The Group previously recognised operating leases for office and

industrial premises, motor vehicles and equipment. On transition

to NZ IFRS 16 the Group recognises right-of-use assets and lease

liabilities on balance sheet for most of these leases, but has

elected not to recognise on balance sheet leases of low-value

assets and those leases with a remaining life on transition of

less than 12 months.

Transition

On transition lease liabilities were measured at the present value

of the remaining lease payments, discounted at the Group’s

incremental borrowing rate as at 1 July 2019. Right-of-use assets

were measured at an amount equal to the lease liability, less accrued

lease payments as at 30 June 2019.

The Group used the following practical expedients when applying

NZ IFRS 16:

• Applied the exemption not to recognise right-of-use assets

and liabilities for leases with less than 12 months of lease

term remaining.

• Used hindsight when determining the lease term if the contract

contains options to extend or terminate the lease.

Impacts on transition

The impact of transition to NZ IFRS 16 is summarised below:

$’0001 July 2019

Right-of-use assets recognised7, 8 6 9

Lease accruals as at 30 June 2019,

set off against right-of-use assets 236

Lease liabilities recognised(8 ,105)

When measuring lease liabilities, the Group discounted lease

payments using its incremental borrowing rates at 1 July 2019.

The weighted-average rate applied was 3.29%.

Adoption of NZ IFRS 16: Leases (continued)

Impacts on transition (continued)

$’0001 July 2019

Operating lease commitments at 30 June 2019 as disclosed in the Group’s consolidated financial statements10,145

Discounted using incremental borrowing rates as at 1 July 2019(1,370)

Recognition exemption for leases with less than 12 months of lease term at transition(670)

Lease liabilities recognised at 1 July 20198 ,105

The Group’s lease accounting policies are included in Note D7.

New standards and interpretations not yet adopted

There are no new standards and interpretations that are issued, but not yet effective as at 30 June 2020, that are expected to have a material

impact on the Group in current or future reporting periods.

NOTES TO THE FINANCIAL STATEMENTS – BASIS OF

PREPARATION FOR THE YEAR ENDED 30 JUNE 2020

NOTES TO THE FINANCIAL STATEMENTS – BASIS OF

PREPARATION FOR THE YEAR ENDED 30 JUNE 2020

Building from strength 67 66 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B. Group performance

This section explains the results and performance of the Group

for the year, including segment information, earnings per share

and taxation.

The Group’s key performance measures are segment revenue and

segment results before interest, tax, depreciation and amortisation

(Segment EBITDA, a non-GAAP measure). Further information and

analysis of performance can be found in the CEO’s year in review

report, which forms part of this Annual Report.

B1. Operating segments

Operating segments are identified on the basis of internal reports

about components of the Group that are regularly reviewed by

the chief operating decision maker in order to allocate resources

to the segment and assess its performance.

For management purposes, the Group is organised into business

units based on geographical location along with a corporate

function, and has four reportable operating segments as follows:

• The Australia and New Zealand segment receives external

revenue from infant formula, milk and other dairy products along

with royalty and licence fee income.

• The China and Other Asia segment receives external revenue

from infant formula, milk and other dairy products.

• The USA segment receives external revenue from milk sales.

• The UK segment (discontinued operation, refer Note B3).

Management monitors the operating results of its business units

separately for the purpose of making decisions about resource

allocation and performance assessment. Segment performance

is assessed on segment EBITDA and is measured in conformity with

the accounting policies adopted for preparing and presenting the

financial statements of the Group.

From 1 July 2019, infant formula sales previously reported in the

UK segment are allocated to the China and Other Asia segment.

Comparative information for the year ended 30 June 2019 has

been restated to reflect the change in allocation.

NOTES TO THE FINANCIAL STATEMENTS – GROUP

PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B1. Operating segments (continued)

Continuing operations

Discontinued

operation

2020

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

UK

$’000

Total

$’000

Consolidated sales965,232699,39666,0681,730,6961,3961,732,092

Other revenue 435––435–435

Reportable segment revenue965,667699,39666,0681,731,1311,3961,732,527

Reportable segment results

(Segment EBITDA)465,633224,857(50,523)639,967(2,301)637,666

Corporate EBITDA( 8 7, 9 47 )–( 8 7, 9 47 )

Group EBITDA552,020(2,301)549,719

Reconciliation to consolidated statement of comprehensive income

Interest income 6,135

Interest expense(389)

Depreciation and amortisation(4,393)

Income tax expense(165,235)

Consolidated profit after tax385,837

Continuing operations

Discontinued

operation

2019

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

UK

$’000

Total

$’000

Consolidated sales842,543423,48734,5601,30 0,5903,7461,304,336

Other revenue 1528–160–160

Reportable segment revenue842,695423,49534,5601,30 0,7503,7461,30 4,496

Reportable segment results

(Segment EBITDA)388,234134,906(43,980)479,16 0(6,632)472,528

Corporate EBITDA(58,918)–(58,918)

Group EBITDA420,242(6,632)413,610

Reconciliation to consolidated statement of comprehensive income

Interest income 4,277

Depreciation and amortisation(2,176)

Income tax expense(127, 970 )

Consolidated profit after tax2 8 7,741

One customer within the Australia and New Zealand segment contributed revenue in excess of 10% of Group revenue

of $375,812,000 (2019: $259,973,000).

Building from strength 69 68 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B1. Operating segments (continued)

Other segment information

2020

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

UK

$’000

Corporate

$’000

Total

$’000

Additions to non-current assets6,3246,552366–4,33317, 5 75

Depreciation and amortisation2,0811,0 02225361,0 494,393

2019

Additions to non-current assets2,11817838369923,362

Depreciation and amortisation1,31221891255302,176

The majority of the Group’s revenue generated from customers, and the majority of its non-current assets (other than financial instruments

and deferred tax assets), are sourced and located outside of its country of domicile (New Zealand).

B2. Revenue

Disaggregation of revenue

In the following table, revenue is disaggregated by geographical location (reportable segments) and major product types.

Continuing operations

Discontinued

operation

2020

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

UK

$’000

Total

$’000

Infant formula:

China label–3 3 7,715–3 3 7,715–3 3 7,715

English and other labels

(1)

745,0553 41,120–1,086,175–1,086,175

Liquid milk152,5393,40066,068222,0071,396223,403

Other68,07317,161–85,234–85,234

965,667699,39666,0681,731,1311,3961,732,527

Continuing operations

Discontinued

operation

2019

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

UK

$’000

Total

$’000

Infant formula:

China label–16 7, 8 4 2–16 7, 8 4 2–16 7, 8 4 2

English and other labels

(1)

652,86424 3,110–895,974–895,974

Liquid milk133,70 42,90634,560171,1703,746174,916

Other5 6,1279,637–65,764–65,764

842,695423,49534,5601,30 0,7503,7461,30 4,496

(1)


Revenue is allocated based on management responsibility and usually reflects the geographical location of the Group’s wholesale customers. It is understood

that a significant portion of the infant formula sales to customers in the Australia and New Zealand segment are ultimately consumed in China.

NOTES TO THE FINANCIAL STATEMENTS – GROUP

PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B2. Revenue (continued)

Contract balances

The following table provides information about receivables and

contract liabilities from contracts with customers.

Note

2020

$’000

2019

$’000

Receivables C1

63,59558,013

Customer contract liabilities(3,773)(1,431)

Customer contract liabilities are payments received in advance from

customers. The amount of $1,431,000 recognised in customer

contract liabilities at 30 June 2019 was recognised as revenue

in the year ended 30 June 2020.

Remaining performance obligations at 30 June 2020 have

an original expected duration of one year or less. No further

information on these performance obligations is provided, as

allowed by NZ IFRS 15.

Recognition and measurement

Sales of products

The Group sells branded milk products made with milk from cows

that are specially selected to produce milk that naturally contains

only the A2 protein type, to wholesale customers.

A sale is recognised when control of the product has transferred,

being when the product is delivered to the customer and there is

no unfulfilled obligation that could affect the customer’s acceptance

of the product. Delivery occurs when the product has been shipped

to the location specified by the customer and the customer accepts

the product.

Revenue from sales is recognised based on arrangements as agreed

with the customer. These arrangements are applied on an order

by order basis and do not commit the customers to purchase a

specified quantity or type of product; nor do they commit the

Group to deliver a specified quantity or type of product. The

arrangements set out the terms and conditions that apply to the

parties each time an order is placed by a customer and accepted

by the Group, creating a sale contract for that order. The terms

and conditions cover, as appropriate to the customer, pricing,

settlement of liabilities, return policies and any other negotiated

performance obligations.

Revenue is recognised after off-setting items of variable

consideration such as rebates agreed with customers.

Settlement terms range from cash-on-delivery or prepaid terms

to various credit terms not exceeding 60 days from end of month.

These terms reflect assessment of customer credit risk and

industry practice.

Customer contract liabilities refer to payments in advance received

from customers, with subsequent delivery to customer, and

recognition of revenue, generally occurring within a week of

receipt of the payment.

For credit customers a receivable is recognised when the products

are delivered, being the point in time that the consideration

is unconditional because only the passage of time is required

before payment is due.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the

principal and the effective interest rate applicable, which is

the rate that exactly discounts estimated future cash receipts

through the expected life of the financial asset to that asset’s

net carrying amount.

Building from strength 71 70 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B3. Discontinued operation

On 20 August 2019, the Board announced its decision to withdraw from fresh milk operations in the UK (reported in the UK segment) to

focus instead on strengthening the Group’s position in core regions, which offer more significant scale potential and a platform for further

new product development.

All the UK fresh milk trading operations ceased in the period to 31 December 2019.

2020

$’000

2019

$’000

Results

Revenue1,3963,746

Expenses(3,730)(10,399)

Results from operating activities(2,334)(6,653)

Net finance income433

Income tax–(172)

Results from operating activities, net of tax(2,330)(6,792)

Earnings per share

Basic (cents per share)(0.32)(0.93)

Diluted (cents per share)(0.31)(0.92)

Cash flow

Operating(4,452)(6,826)

Investing–(36)

Net cash outflow for the period(4,452)(6,862)

B4. Expenses

2020

$’000

2019

$’000

Profit before income tax includes the following significant items:

Salary and wage costs69,83047, 97 7

Equity settled share-based payments (refer note F2)8,3318 ,18 4

Directors’ fees and expenses1,0791,012

Audit fees (refer note F3)970701

Bad and doubtful debts79(17)

Professional service fees29,07027, 6 2 8

Depreciation and amortisation4,3932,176

Net foreign exchange loss/ (gain)1,434(198)

Impairment of intangible assets–2,059

Carbon credits – emissions offset4,876–

NOTES TO THE FINANCIAL STATEMENTS – GROUP

PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B5. Finance costs

2020

$’000

2019

$’000

Interest expense – lease liabilities389–

Finance costs59114

448114

B6. Earnings per share (EPS)

20202019

Profit/(loss) attributable to members of the Company:

Continuing operations388,167294,533

Discontinued operation(2,330)(6,792)

Profit attributable to members of the Company used in calculating basic and diluted EPS ($'000)385,8372 8 7,741

Weighted average number of ordinary shares ('000) for basic EPS736,467733,145

Effect of dilution due to partly paid ordinary shares, share options and time-based

and performance rights ('000)3,8798,772

Weighted average number of ordinary shares ('000) for diluted EPS740,346741,917

Earnings per share

Basic EPS (cents)52.3939.25

Diluted EPS (cents)52.1238.78

Earnings per share – continuing operations

Basic EPS (cents)52.714 0.17

Diluted EPS (cents)52.4339.70

Recognition and measurement

Basic EPS is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity

(other than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.

Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be converted into ordinary

shares in the Company.

Building from strength 73 72 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B7. Income taxes

2020

$’000

2019

$’000

Income tax recognised in profit or loss

Current tax 18 3,171133,985

Deferred tax origination and reversal of temporary differences(11, 27 7 )(2,891)

Adjustments in respect of current income tax of previous year (6,659)(3,124)

Total tax expense165,235127, 970

The prima facie income tax on pre-tax accounting profit from operations reconciles to:

Profit from continuing operations553,402422,331

Loss from discontinued operation(2,330)(6,620)

Accounting profit before income tax551,072415,711

Income tax expense calculated at 28% (2019: 28%)154,30 0116,399

Difference in income tax rates: UK (19%; 2019: 19%), Australia (30%, 2019: 30%),

USA (24%; 2019: 24%), and China (25%, 2019: 25%)7, 26 36,430

Non-deductible expenses1,50 05,680

Prior period adjustment to tax expense(5,975)(4,243)

Deferred tax impact to tax expense for permanent establishments(339)114

Unutilised foreign tax credits forfeited2941,429

Income tax recognised in equity5,554–

Deferred tax asset not recognised2,6382,161

Total tax expense165,235127, 970

Income tax expense – continuing operations165,235127,7 9 8

Income tax attributable to discontinued operation–172

165,235127, 970

Income tax recognised directly in equity

Current tax(6,274)–

Deferred tax(9,241)69

Tax (benefit)/expense in equity(15,515)69

NOTES TO THE FINANCIAL STATEMENTS – GROUP

PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B7. Income taxes (continued)

Deferred tax balances

Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be

available, against which the tax asset can be utilised.

2020

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents72(1)–71

Accrued expenses7, 5 6 29,047–16,609

Tax losses28421–305

Employee share scheme–9019,20310,104

Other1891,298–1,4 87

8 ,10711, 26 69,20328,576

Gross deferred tax liabilities

Property, plant and equipment(424)49–(375)

Net deferred tax 7, 6 8 311, 3159,20328,201

Charge to profit or loss11, 27 7

Charge to other comprehensive income38

11, 315

2019

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents99(27)72

Accrued expenses3,9373,6257, 5 6 2

Tax losses471(187)284

Other985(796)189

5,4922,6158 ,107

Gross deferred tax liabilities

Property, plant and equipment(530)106(424)

Foreign exchange (gains)/losses (101)101–

(631)207(424)

Net deferred tax 4,8612,8227, 6 8 3

Charge to profit or loss2,891

Charge to other comprehensive income(69)

2,822

Building from strength 75 74 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – GROUP
PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B7. Income taxes (continued)

Deferred tax balances (continued)

Net deferred tax balances recognised in the financial statements

2020

$’000

2019

$’000

Net deferred tax assets28,2017, 6 8 3

Net deferred tax liabilities––

Net deferred tax28,2017, 6 8 3

Tax losses

The Group has the following estimated gross tax losses at balance date not recognised:

2020

$’000

2019

$’000

United Kingdom–52,620

United States of America42,51731,582

Australia2,493273

Total45,01084,475

Following discontinuation of the UK liquid milk operations, the UK tax losses are no longer available for use.

Imputation and franking credits

The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit and

franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies stated

on an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to declare

dividends. The franking credit account balance is stated in NZD, with the balance available for distribution dependant on future exchange

rate movements.

Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company:

2020

$’000

2019

$’000

Imputation credits43,9874 4,19 0

Franking credits406,265251,973

NOTES TO THE FINANCIAL STATEMENTS – GROUP

PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2020

B7. Income taxes (continued)

Recognition and measurement

Income tax expense represents the sum of the tax currently payable

and deferred tax.

Current and deferred tax are recognised as an expense or income in

profit or loss, except when they relate to items credited or debited

in other comprehensive income or equity, in which case that tax is

recognised in other comprehensive income or equity respectively;

or where they arise from the initial accounting for a business

combination.

The tax currently payable is based on taxable profit for the year. The

Group’s liability for current tax is calculated using tax rates that have

been enacted or substantively enacted by the balance sheet date,

and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised on differences between the carrying

amount of assets and liabilities in the financial statements and

the corresponding tax bases used in the computation of taxable

profit, and is accounted for using the balance sheet liability

method. Deferred tax liabilities are generally recognised for all

taxable temporary differences, and deferred tax assets are generally

recognised for all deductible temporary differences to the extent

that it is probable that taxable profits will be available in the future

against which those deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that

are expected to apply in the period in which the liability is settled

or the asset realised, based on tax rates (and tax laws) that have

been enacted or substantively enacted by the balance sheet date.

The measurement of deferred tax liabilities and assets reflects the

tax consequences that would follow from the manner in which the

Group expects, at the reporting date, to recover or settle the carrying

amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same

taxation authority and the Group intends to settle its current tax

assets and liabilities on a net basis.

The carrying amount of deferred tax assets is reviewed at each

reporting date for recoverability. Likewise, unrecognised tax assets

(not booked to balance sheet) are re-assessed at each reporting date,

and recognised, to the extent that future taxable profits are deemed

likely to allow the asset to be recovered.

Key estimates and judgements

Recovery of deferred tax assets

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences, to the extent that

it is probable that future taxable profits will be available against which they can be used.

Judgement is required when deferred tax assets are reviewed at each reporting date. Deferred tax assets may be reduced to the extent

that it is no longer probable that future taxable profits will be available.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in

expectations for the future performance of the business may impact the amount of deferred tax assets recoverable and recognised

on the statement of financial position and the amount of other tax losses and temporary differences not yet recognised.

Building from strength 77 76 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C. Operating assets and liabilities

This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate

the Group’s performance.

C1. Trade and other receivables

2020

$’000

2019

$’000

Trade receivables from contracts with customers63,59558,013

Allowance for impairment(99)(20)

Other receivables7, 2 0 48,255

70,70066,248

The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial

risk management.

Recognition and measurement

Trade receivables from contracts with customers are recognised initially at their transaction price. Other receivables are recognised initially

at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method, less any lifetime

expected credit losses.

C2. Inventories

2020

$’000

2019

$’000

Raw materials 10,3069,933

Finished goods 68,45759,556

Goods in transit68,56938,964

Total inventories at the lower of cost and net realisable value147, 3 32108,453

The inventory balance reflects our growing business, as well as the decision to carry a higher level of inventory as a safety buffer given

the uncertainties of COVID-19.

During the year, $3,773,000 (2019: $1,550,000) was recognised as an expense in cost of sales for inventories written down to net

realisable value.

Recognition and measurement

Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average methods.

Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and

the estimated costs necessary to make the sale.

Key estimates and judgements

Recovery of inventory

Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected future

selling price of such inventory. Changes in trading and economic conditions, and changes in country specific regulations, may impact these

estimations in future periods.

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS

AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C3. Trade and other payables

Trade and other payables – current

2020

$’000

2019

$’000

Trade payables129,9518 4,152

Rebates and promotional allowances34,42013,50 0

Accrued charges91,63259,177

Employee entitlements25,91616,919

281,919173,74 8

Trade and other payables – non-current

2020

$’000

2019

$’000

Employee entitlements392227

Recognition and measurement

Trade payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate method.

They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase of goods

and services. The amounts are unsecured.

Accrued charges represent amounts payable for supplies and services received but not invoiced at the reporting date.

Employee entitlements

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, and long service leave when it is probable

that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the

remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value

of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date.

Building from strength 79 78 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C4. Property, plant and equipment

2020

Office and

computer

$’000

Furniture and

fittings

$’000

Leasehold

improvements

$’000

Plant and

equipment

$’000

Total

$’000

Carrying amount 1 July 20193302504969,22010,296

Additions 1,0131313,4431,2135,800

Disposals––(143)–(143)

Depreciation(343)(74)(320)(1,227)(1,96 4)

Net foreign currency exchange differences4631176217

Carrying amount 30 June 20201,0 0 43133,5079,38214,206

Cost1,7245384,34717, 2 3 523,844

Accumulated depreciation(720)(225)(840)( 7, 8 5 3)(9,638)

Carrying amount 30 June 20201,0 0 43133,5079,38214,206

2019

Office and

computer

$’000

Furniture and

fittings

$’000

Leasehold

improvements

$’000

Plant and

equipment

$’000

Total

$’000

Carrying amount 1 July 20183222548038,3229,701

Additions213501122,2782,653

Depreciation(197)(49)(400)(1,10 4)(1,750)

Net foreign currency exchange differences(8)(5)(19)(276)(308)

Carrying amount 30 June 20193302504969,22010,296

Cost1,16 64351,39715, 81118,809

Accumulated depreciation(836)(185)(901)(6,591)(8,513)

Carrying amount 30 June 20193302504969,22010,296

Recognition and measurement

All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is

directly attributable to the acquisition of the item.

Depreciation is calculated on a straight line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis. The following estimated useful lives are used in the calculation of depreciation:

Office and computer equipment2–10 years

Furniture and fittings5–10 years

Leasehold improvements2–12 years

Plant and equipment10–15 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic benefits

are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net disposal proceeds

and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS

AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C5. Intangible assets

2020

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20198353,1873416657, 9 5 712,985

Additions52245181944–1,422

Disposals––(100)(665)–(765)

Amortisation(72)–(111)––(183)

Net foreign currency exchange

differences–––13168181

Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0

Cost1,3463,4321,8909708 ,12515,763

Accumulated amortisation

and impairment(531)–(1,579)(13)–(2,123)

Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0

2019

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20189492, 81132080310,20915,092

Additions155503501–709

Transfers––137(137)––

Amortisation(269)–(157)––(426)

Impairment–(127)––(1,932)(2,059)

Net foreign currency

exchange differences––(9)(2)(320)(331)

Carrying amount 30 June 20198353,1873416657, 9 5 712,985

Cost1,2943,1871,9544,2847, 9 5 718,676

Accumulated amortisation

and impairment(459)–(1,613)(3,619)–(5,691)

Carrying amount 30 June 20198353,1873416657, 9 5 712,985

Trademarks are allocated to the following cash-generating units (CGUs) for the purpose of impairment testing: Australia and New Zealand

$323,000 (2019:$268,000); China and Other Asia $2,984,000 (2019: $2,817,000); USA $125,000 (2019: $102,000).

During the year the total value of research and development costs expensed was $4,332,000 (2019: $3,392,000).

Recognition and measurement

The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the

expenditure generating future economic benefits for the Group.

Patents

Patents are considered to have a finite life and are amortised on a straight line basis over the lifetime of the patent.

Trademarks

Trademarks are not subject to amortisation as they are considered to have an indefinite life and are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

Software

Software is amortised on a straight line basis over 2 to 3 years.

Building from strength 81 80 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C5. Intangible assets (continued)

Recognition and measurement (continued)

Project development costs

Project development expenditure is capitalised only when the

Group can demonstrate: the technical feasibility of completing

the intangible asset so that it can be available for use or sale; the

potential for the asset to generate future economic benefits on

completion; and the ability to measure reliably the expenditure

attributable to the asset during its development. Amortisation

commences when the asset is available for use.

Project development costs are amortised over a maximum useful

life of 5 years.

Goodwill

Goodwill is recognised on business acquisitions, representing the

excess of the cost of acquisition over the Group’s interest in the net

fair value of the identifiable assets, liabilities and contingent liabilities

of the business recognised at the date of acquisition.

Goodwill is initially recognised as an asset at cost and is

subsequently measured at cost less any accumulated impairment

losses. For the purposes of impairment testing, goodwill acquired in

a business combination is, from the date of acquisition, allocated to

the Group’s cash-generating units that are expected to benefit from

the synergies of the combination.

Impairment testing for cash-generating units (CGUs)

containing goodwill

Goodwill allocation

For the purposes of impairment testing, goodwill is allocated to the

Australia and New Zealand CGU, being the lowest level within the

Group at which goodwill is monitored by internal management.

The movement in Australia and New Zealand goodwill is attributable

to foreign exchange movements.

Recognition and measurement

Impairment testing of non-financial assets

Assets that have an indefinite useful life, such as goodwill

and trademarks, are not amortised but are tested annually for

impairment. Assets that are subject to amortisation are reviewed for

impairment whenever events or changes in circumstances indicate

that the carrying amount may not be recoverable. An impairment

loss is recognised for the amount by which the asset’s carrying

amount exceeds its recoverable amount. The recoverable amount is

the higher of the asset’s fair value less costs to sell and value in use.

For the purposes of assessing impairment, assets are grouped at the

lowest levels for which there are separately identifiable cash flows

(cash-generating units).

Impairment losses are recognised in the statement of comprehensive

income. They are allocated first to reduce the carrying amount of

any goodwill allocated to the CGU, and then to reduce the carrying

amount of the other assets in the CGU on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed.

Non-financial assets other than goodwill that have been impaired

are reviewed for possible reversal at each reporting date. An

impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would

have been determined, net of depreciation or amortisation, if no

impairment loss had been recognised.

Key estimates and judgements

Goodwill and intangibles

Judgements are made with respect to identifying and valuing

intangible assets on acquisitions of new businesses.

The Group assesses whether goodwill and intangibles with

indefinite useful lives are impaired at least annually. These

calculations involve judgements to estimate the recoverable

amount of the cash-generating units to which the goodwill and

intangibles with indefinite useful lives are allocated.

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS

AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C5. Intangible assets (continued)

Annual impairment testing as at 30 June 2020

The recoverable amount of goodwill and trademarks has been

determined on a value in use basis using a discounted cash flow

approach, and projections based on financial budgets approved by

the Board, and 4-year forward plans supplied by management.

Key assumptions

• Discount rates (pre-tax): 6.8% to 7.0% (2019: 7.4% to 9%)

• Terminal growth rate: 2.0%. (2019: 2.0%)

Sensitivity to change in assumptions

The calculation of value in use is most sensitive to the following

assumptions:

• Gross margins

• Discount rates

• Revenue growth during the forecast period

• Growth rates used to extrapolate cash flows beyond the

forecast period (terminal growth rate)

Gross margins – Gross margins are based on budgeted margins for

FY21, and estimates for future years, adjusted where appropriate to

account for expected future trading conditions. Consideration has

been given to the growth profile of each CGU when forecasting

future margin returns.

Discount rates – Discount rates represent the risks specific to each

CGU, taking into consideration the time value of money and

individual risks of the underlying cash flows expected from the

CGU being assessed. CGU specific risk is incorporated by applying

individual beta factors. The discount rate calculation is based on

the specific circumstances of the Group and its CGUs and is derived

from its weighted average cost of capital (WACC). The WACC

considers both debt and equity. The cost of equity is derived from

the expected return on investment by the Group’s investors. Noting

that the Group had no debt at 30 June 2020, the cost of debt is

based on the capital structure that could be expected from a similar

market participant.

Revenue growth – Revenue projections have been constructed with

reference to the FY21 budget and 4-year forward looking plans,

and adjusted for recent performance trends across the regions

(where necessary).

Terminal growth rate – A terminal growth rate of 2.0% has been

used for future cash flow growth beyond the 4-year forecast period.

The terminal value (being the total value of expected cash flows

beyond the forecast period) is discounted to present values using the

discount rate specific to each CGU.

As at 30 June 2020, the recoverable amount of the Group’s CGUs

exceeds their carrying amounts. The directors believe that no

reasonably possible change in any of the key assumptions would

cause the recoverable amount of these CGUs to be less than their

carrying values. Based on this assessment, no impairment write

downs are considered necessary.

Building from strength 83 82 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OPERATING ASSETS
AND LIABILITIES FOR THE YEAR ENDED 30 JUNE 2020

C6. Other financial assets

2020

$’000

2019

$’000

Listed investment at fair value252,580286,807

The listed investment is in Synlait Milk Limited (Synlait). Synlait

is a dairy processing company (listed on the New Zealand Stock

Exchange and Australian Securities Exchange) with which the Group

has an ongoing Nutritional Powders Manufacturing and Supply

Agreement. No dividends were received from this investment during

the year (2019: $nil)

In March 2020 the Company made a further investment in Synlait,

acquiring 4,400,000 shares for $21,856,000, increasing its total

holding in Synlait to 19.84% (2019: 17.39%).

A fair value loss of $56,083,000 (2019: loss $62,390,000)

was recognised for the year.

Recognition and measurement

This listed investment is a long-term investment classified as

a financial asset measured at fair value through other comprehensive

income. The Group does not control or have significant influence

over the investee.

Unrealised gains or losses arising from changes in fair value are

recognised through other comprehensive income in the Fair Value

Revaluation Reserve within equity.

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND

FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D. Capital and financial risk management

This section outlines how the Group manages its capital structure

and its exposure to financial risk, and provides details of its balance

sheet liquidity and access to financing facilities.

D1. Capital management

The Group’s objective when managing its capital is to safeguard

the Group’s ability to continue as a going concern and to continue

to generate value for stakeholders. The Group is not subject to

externally imposed capital requirements, and currently has no debt.

The Board and management continue to evaluate a broad range

of investment options designed to support the Company’s future

growth aspirations and, as a consequence, do not anticipate paying

dividends in the near-term.

The Group’s capital structure may be modified by payment of

dividends to shareholders, returning capital to shareholders, or

issuing new shares.

The Company’s Board of Directors reviews the capital structure at

least twice a year before announcing results.

D2. Financial risk management

Financial risk management objectives

Exposure to credit risk, market risk (including currency risk,

commodity price risk and equity price risk), and liquidity risk arises in

the normal course of the Group’s business.

The Group’s financial risk management processes and procedures

seek to minimise the potential adverse impacts that may arise from

the unpredictability of financial markets.

The Group’s corporate finance function provides treasury services

to the business, co-ordinates access to domestic and international

financial markets, and monitors and manages liquidity and the

financial risks relating to the operations of the Group through

internal risk reports which analyse exposures by degree and

magnitude of these risks.

Policies and procedures are reviewed periodically to reflect both

changes in market conditions and changes in the nature and volume

of Group activities.

The Group does not enter into or trade financial instruments,

including derivative financial instruments, for speculative or hedging

purposes. Specific risk management objectives and policies are set

out below.

The Group uses various methods to measure different types of risk

exposures. These methods include ageing analysis for credit risk, and

sensitivity analysis in the case of foreign exchange risks and equity

price risk.

Credit risk management

Credit risk is the risk of financial loss to the Group if a customer

or the counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from the Group’s

receivables from customers.

2020

$’000

2019

$’000

Maximum exposures to credit

risk at balance date:

Cash and short-term deposits

(counterparty risk)85 4,178464,805

Trade receivables

(customer credit risk)63,59558,013

917,7 7 3522,818

Building from strength 85 84 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D2. Financial risk management (continued)

Counterparty risk

At balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined by recognised credit agencies,

including National Australia Bank Limited, Bank of New Zealand Limited, HSBC Bank, JP Morgan Chase Bank, and Lloyds Bank. The Group

does not have any other concentrations of counterparty credit risk.

Customer credit risk

The Group’s exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. The majority of sales are

to major retailers and other significant customers with established credit worthiness and minimum levels of default. Other sales are made

cash on delivery.

New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position, previous

trading experience and other factors.

In monitoring customer credit risk, customers are assessed individually by their debtor ageing profile. Monitoring of receivable balances

on an ongoing basis minimises the exposure to bad debts. Historically, bad debt write-offs have been negligible.

There are significant concentrations of business within the Group. In 2020 24% of sales with credit terms were to three customers.

(2019: 37% of sales to three customers). There is no history of default for these customers.

The provision for impairment is recognised based on an assessment of lifetime expected credit loss.

Ageing of trade receivables at the reporting date:

Gross

2020

$’000

Impairment

2020

$’000

Gross

2019

$’000

Impairment

2019

$’000

Not past due58,424–5 0,153–

Past due up to 90 days3,7297, 8 6 0(20)

Past due 91 to 180 days1,388(45)––

Past due 181 days to one year54 (54)––

More than one year––––

63,595(99)58,013(20)

The average credit period on sales is 16 days (2019: 22 days). No interest is charged on trade receivables outstanding.

Movement in impairment allowance for expected credit loss

2020

$’000

2019

$’000

Balance at beginning of year2037

Amount charged to the statement of comprehensive income79(17)

Provisions reversed––

Net foreign currency exchange differences––

9920

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND

FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D2. Financial risk management (continued)

Market risk

Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.

The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar. Prices charged

by manufacturers (including pricing of whole and skim milk powders) are subject to movements in commodity milk pricing. The Group’s

holding of a listed investment also exposes it to equity price risk.

Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the Group’s

exposure to market risks or the way it manages and measures risk.

Foreign currency risk management

The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the US, and China; and the resultant

movements in the currencies of those countries against the NZ dollar. The Group does not hedge this risk, but may transfer cash balances

from time-to-time between currencies to reduce exposure or to match underlying liabilities. As at 30 June 2020 approximately 80% of

the Group’s cash and short-term deposits were held in NZ dollars to assist in managing risk associated with NZ dollar liabilities.

Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the

Group based on closing exchange rates as at 30 June, applied to the Group’s financial assets/ (liabilities) at 30 June. Exchange rates and

assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.

The analysis is performed consistently from year to year.

Net exposure on

reporting date

Impact on pre-tax

profit or (loss)

2020

Movement on exchange rate

$’000


$’000

+10%

$’000

–10%

AUS Dollar36140(33)

US Dollar31,3103,478(2,847)

Chinese Yuan Renminbi(16,503)(1,834)1,50 0

Net exposure on

reporting date

Impact on pre-tax

profit or (loss)

2019

Movement on exchange rate

$’000


$’000

+10%

$’000

–10%

AUS Dollar8,981998(816)

US Dollar(16,964)(1,886)1,541

Chinese Yuan Renminbi799(7)

As the foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other receivables

and payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact on profit or loss.

Exchange rates

The following significant exchange rates applied during the year:

Average rateReporting date spot rate

2020201920202019

AUS Dollar0.94800.94010.93550.9552

US Dollar0.63500.67240.64440.6679

Chinese Yuan Renminbi4.47724 . 59114.56124.5944

Building from strength 87 86 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D2. Financial risk management (continued)

Equity price risk

The Group is exposed to equity price risk on its listed investment

classified and measured at fair value through other comprehensive

income (FVOCI). This risk is not hedged.

The Group monitors this risk exposure by comparing the movement

in the quoted share price of this long-term investment against

movements in the NZX index over the same period.

As at 30 June 2020, the exposure to the listed investment at FVOCI

was $252,580,000 (2019: $286,807,000). A 10% increase or

decrease in the share price of this listed investment would result

in an increase or decrease of $25,258,000 (2019: $28,681,000)

in the fair value revaluation reserve through other comprehensive

income, with no effect on profit or loss.

Liquidity risk management

Liquidity risk is the risk that the Group will be unable to meet its

obligations as they fall due. This risk is managed by establishing

a target minimum liquidity level, ensuring that ongoing

commitments are managed with respect to forecast available

cash inflows.

The Group holds significant cash reserves which enable it to meet

its obligations as they fall due, and to support operations in the

event of unanticipated external events.

The Group has no borrowings (2019: Nil)

Contractual maturities of financial liabilities

The Group’s financial liabilities consist entirely of trade payables

and accruals, with no interest payable.

Financial liabilities

2020

$’000

2019

$’000

Trade payables129,9518 4,152

Rebates and promotional

allowances

34,42013,50 0

Accrued charges91,63259,177

256,003156,829

Maturity profile of the group’s payables and accruals

2020

$’000

2019

$’000

Payable:

Less than 3 months254,664156,829

3 to 6 months1,339–

256,003156,829

The maturity analysis of future undiscounted lease liability payments

is included in Note D7.

Fair values

Fair value hierarchy

Financial instruments carried at fair value are classified by valuation

method based on the following hierarchy:

• Level 1: quoted prices (unadjusted) in active markets for identical

assets or liabilities

• Level 2: inputs other than quoted prices included within Level

1 that are observable for the asset or liability, either directly

(i.e. as prices) or indirectly (i.e. derived from prices)

• Level 3: inputs for the asset or liability that are not based

on observable market data (unobservable inputs)

The listed investment, classified as a financial asset measured

at fair value through other comprehensive income, is the only

financial instrument carried by the Group at fair value, with a

Level 1 valuation method applied. Carrying amount (equaling fair

value) is applied consistently in the current and prior year to assets

and liabilities not recognised in the statement of financial position

at fair value.

The following methods and assumptions are used in estimating

the fair values of financial instruments:

• listed investment – closing share price as at 30 June 2020

on the New Zealand Stock Exchange; and

• cash and short-term deposits, trade and other receivables

and payables – carrying amount equals fair value

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND

FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D3. Cash and short-term deposits

2020

$’000

2019

$’000

Cash at banks and on hand413,032193,472

Short-term deposits4 41,14 6271,333

85 4,178464,805

Bank balances and cash comprise cash held by the Group. Interest is earned at floating rates based on daily bank deposit rates. The carrying

value of cash assets approximates their fair value.

Cash at banks and on hand includes AUD 67,039,000 (2019: AUD 40,470,000), GBP 3,396,000 (2019: GBP 3,267,000), USD 40,158,000

(2019: USD 14,310,000), and RMB 134,648,000 (2019: RMB 112,997,000).

Recognition and measurement

Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand and short-term deposits with an original

maturity of three months or less that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of

changes in value.

D4. Cash flow information

Reconciliation of after tax profit with net cash flows from operating activities

2020

$’000

2019

$’000

Net profit for the year385,8372 8 7,741

Adjustments for non-cash items:

Depreciation and amortisation 4,3932,176

Loss on disposal905–

Impairment of goodwill, and trademarks –2,059

Share-based payments8,3318 ,18 4

Net foreign exchange gain(573)(1,732)

Deferred tax(5,040)(2,822)

Changes in working capital:

Trade and other receivables(4,452)( 7,117 )

Prepayments(6,643)(13,676)

Inventories(38,879)(44,352)

Trade and other payables108,57264,920

Customer contract liabilities2,342533

Income tax payable( 27, 3 8 2)(6,846)

Net cash inflow from operating activities4 27, 411289,068

Building from strength 89 88 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D5. Share capital

20202019

Movements in contributed equity:

Number

of shares

Share capital

$’000

Number

of shares

Share capital

$’000

Fully paid ordinary shares:

Balance at beginning of year735,048,40514 4,495730,039,067141,566

Movements in the period:

Exercise of options3,800,0002,3943,000,9981,890

Vesting of performance rights848,000–––

Vesting of time-based rights122,18 4–508,340–

Gift shares3,693–––

Share match programme7, 8 6 9115––

Partly paid shares fully paid––1,500,0001,080

Share issue costs–(71)-(41)

4,781,7462,4385,009,3382,929

Balance at end of year739, 8 3 0,151146,933735,048,40514 4,495

Partly paid ordinary shares:

Balance at beginning of year––1,500,000–

Partly paid shares fully paid––(1,500,000)–

Balance at end of year––––

Total ordinary shares on issue739, 8 3 0,151146,933735,048,40514 4,495

Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote

per share at shareholders’ meetings.

The company does not have authorised capital or par value in respect of its issued shares.

D6. Nature and purpose of reserves

Employee equity settled payments reserve

The employee equity settled payments reserve is used to record the value of share-based payments provided to employees and contractors,

including key management personnel.

Fair value revaluation reserve

The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets measured

at fair value through other comprehensive income.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements

of foreign operations.

Treasury shares reserve

The treasury shares reserve comprises the cost, net of any tax effects, of the Company’s shares purchased and held by the trustee of the a2MC

Group Employee Share Trust to be available solely for participants in Group employee share plans. When shares are subsequently released from

the trust to employees to satisfy share rights that have vested under employee share plans, the carrying value of the released shares is transferred

to the employee equity settled payments reserve. During the year the Trust acquired 770,747 shares on-market at an average price of $16.42. As

at 30 June 2020 the Trust held 743,676 of the Company’s shares (2019: Nil).

Movements on these reserve accounts are set out in the Consolidated statement of changes in equity.

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND

FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D7. L ea se s

The Group has entered into leases for office and industrial premises, motor vehicles and equipment. There are no financial restrictions placed

upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for additional terms. All

lease contracts with options to renew contain market review clauses in the event that an option to renew is exercised.

The Group adopted NZ IFRS 16 Leases from 1 July 2019, using the modified retrospective transition method, with no restatement of

prior periods.

Right-of-use assets

Carrying amounts of right-of-use assets recognised and movements during the period:

2020

Leased

property

$’000

Office &

computer

$’000

Plant &

equipment

$’000

Total

$’000

1 July 20197, 4 9 9563147, 8 6 9

Additions 10,1747310610,353

Depreciation(2,068)(18)(160)(2,246)

Net foreign currency exchange differences15945168

Carrying amount 30 June 202015,76 411526516,14 4

Cost17,81713342718,377

Accumulated depreciation(2,053)(18)(162)(2,233)

Carrying amount 30 June 202015,76 411526516,14 4

Lease liabilities

Carrying amounts of lease liabilities and movements during the period:

2020

$’000

1 July 20198 ,105

Additions10,353

Accretion of interest389

Payments(2,164)

Net foreign currency exchange differences160

As at 30 June 202016,843

Current3,407

Non-current13,436

16,843

Maturity analysis of future undiscounted lease liability payments:

2020

$’000

2019

$’000

Not longer than 1 year3,9772,505

Longer than 1 year and not longer than 5 years9,1744,064

Longer than 5 years6,5663,576

Total undiscounted lease liabilities19,71710,145

The Group has a lease contract that has not yet commenced as at 30 June 2020. The future lease payments for this non-cancellable

lease contract are $nil within one year, $1,646,000 within five years and $1,368,000 thereafter.

Building from strength 91 90 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – CAPITAL AND
FINANCIAL RISK MANAGEMENT FOR THE YEAR ENDED

30 JUNE 2020

D7. Leases (continued)

Amounts recognised in profit or loss

2020

$’000

Depreciation expense – right-of-use assets2,246

Interest expense – lease liabilities389

Expenses relating to short-term leases (included in Other expenses)1,26 4

Expenses relating to low-value assets (included in Other expenses)23

Total amount recognised in profit or loss3,922

Cash flows for leases

2020

$’000

Total cash outflows1,775

Non-cash additions to right-of-use assets and lease liabilities10,353

Recognition and measurement

A right-of-use asset and a lease liability are recognised at the lease commencement date.

The right-of-use asset is initially measured at cost, and subsequently at cost less accumulated depreciation as the asset is written off over

the term of the lease, impairment losses, and any adjustments for remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments payable from the commencement date, discounted using

the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally,

the Group uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured

when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected

to be payable, or changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised.

Key estimates and judgements

Determination of the lease term

Judgement is applied to determine the lease term for those lease contracts that include renewal or termination options. This assessment

impacts the lease term, which may significantly affect the amount of lease liabilities and right-of-use assets recognised.

In determining the lease term consideration is given to all facts and circumstances that create an economic incentive to exercise an

extension option, or not to exercise a termination option.

D8. Capital expenditure commitments

As at 30 June 2020, there were no capital expenditure commitments (2019: $nil).

D9. Contingent liabilities

As at 30 June 2020, there were no material contingent liabilities (2019: $nil).

NOTES TO THE FINANCIAL STATEMENTS – GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2020

E. Group structure

This section provides details of the Group structure and the entities included in the consolidated financial statements.

E1. Consolidated entities

Details of the Company’s subsidiaries at 30 June 2020 are as follows:

Parties to Deed of

Cross Guarantee

(Note E2)*

Principal place

of business

Proportion of

ownership interest

20202019

Parent entity:

The a2 Milk Company LimitedNew Zealand––

Subsidiaries:

The a2 Milk Company (Export) Limited –New Zealand100%100%

a2 Holdings UK Limited–New Zealand100%100%

a2 Infant Nutrition Limited

#

New Zealand100%100%

The a2 Milk Company (New Zealand) Limited –New Zealand100%100%

a2 Australian Investments Pty. Limited Australia100%100%

a2 Botany Pty Ltd–Australia100%100%

The a2 Milk Company (Australia) Pty LtdAustralia100%100%

a2 Exports Australia Pty LimitedAustralia100%100%

a2 Infant Nutrition Australia Pty LtdAustralia100%100%

The a2 Milk Company (Nutrition) Pty LimitedAustralia100%100%

a2MC Group Employee Share Trust–Australia100%–

The a2 Milk Company Limited –UK100%100%

The a2 Milk Company LLC–USA100%100%

The a2 Milk Company–USA100%100%

The a2 Milk Company Limited–Canada100%100%

a2 Infant Nutrition (Shanghai) Co., Ltd–China100%100%

The a2 Milk Company (Singapore) Pte. Ltd

–Singapore100%100%

* Each party to the Deed of Cross Guarantee is a member of the “closed group” under the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

# a2 Infant Nutrition Limited is the subject of an ASIC declaration notice under section 601 CK(7) of the Corporations Act 2001 (Cth, Australia), providing relief from

the requirement to prepare and lodge an audited financial report in Australia.

The a2MC Group Employee Share Trust was established in December 2019. There were no other entities over which the Company

gained or lost control during the year.

All subsidiaries have a balance date of 30 June, except for The a2 Milk Company Limited (UK), The a2 Milk Company LLC,

and a2 Infant Nutrition (Shanghai) Co., Ltd which have a balance date of 31 December.

Building from strength 93 92 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2020

E1. Consolidated entities (continued)

Recognition and measurement

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial statements of

subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those

of the Group.

Transactions eliminated on consolidation

Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in

preparing the consolidated financial statements.

E2. Deed of cross guarantee

Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned subsidiaries

listed in Note E1 as parties to the Deed of Cross Guarantee are eligible for relief from the Corporations Act 2001 (Cth, Australia) requirements

for preparation, audit and lodgement of financial reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross

Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the event

of winding up of the other party under certain provisions of the Corporations Act 2001 (Cth, Australia) . If a winding up occurs under other

provisions of the Act, the guarantee will only apply if after six months after a resolution or order for winding up any creditor has not been

paid in full.

A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities

which are parties to the Deed of Cross Guarantee (each party being a member of the closed group), after eliminating all transactions

between parties to the Deed of Cross Guarantee, at 30 June 2020 are set out as follows:

Consolidated statement of comprehensive income and retained earnings for the year ended 30 June 2020

2020

$’000

2019

$’000

Revenue1, 6 6 7, 2 011,254,926

Expenses

(1,15 7, 3 59 )(844,540)

Finance income (net)5,5944,121

Profit before tax515,436414,507

Income tax expense(159,790)(123,919)

Profit after tax

355,646290,588

Other comprehensive income2,322(4,212)

Total comprehensive income for the year3 5 7, 9 6 8286,376

Retained earnings at beginning of the year614,385323,797

Transfers to and from reserves(2,322)4,212

Retained earnings at end of year970,031614,385

NOTES TO THE FINANCIAL STATEMENTS – GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2020

E2. Deed of cross guarantee (continued)

Consolidated statement of financial position as at 30 June 2020

2020

$’000

2019

$’000

Assets

Current assets

Cash and short-term deposits 799,370414,177

Trade and other receivables 84,94469,783

Prepayments55,28249,018

Inventories143,498106,396

Total current assets1,083,094639,374

Non-current assets

Property, plant and equipment 12,2069,942

Right-of-use assets12,580–

Intangible assets13,43712,901

Other financial assets2 97, 9 81304,252

Deferred tax asset24,3145,059

Total non-current assets360,518332,15 4

Total assets1,4 43,612971,528

Liabilities

Current liabilities

Trade and other payables273,133158,831

Customer contract liabilities3,7731,431

Lease liabilities1,952–

Income tax payable13,75342,942

Total current liabilities292,611203,204

Non-current liabilities

Trade and other payables392228

Lease liabilities10,954–

Total non-current liabilities11, 3 4 6228

Total liabilities303,957203,432

Net assets1,139,655768,096

Equity

Share capital 146,93314 4,495

Retained earnings 970,031614,385

Reserves 22,6919,216

Total equity1,139,655768,096

Building from strength 95 94 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020

F. Other disclosures

F1. Related party transactions

Ultimate Parent

The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries

as listed in Note E1.

Key management personnel

Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and

controlling the activities of the Group, and includes the directors, and a number of senior executives.

Key management personnel compensation:

2020

$’000

2019

$’000

Short-term employee benefits7, 6 976,576

Other long-term benefits3236

Termination payments1,776916

Share-based payments1,7155,693

11, 2 2013,221

Key management personnel include the following senior executives:

Chief Executive Officer

Chief Financial Officer

Chief Executive, Asia Pacific

Transactions with key management personnel and their related parties

The following table provides details of transactions that were entered into for the relevant financial year.

Sales Other transactions

Outstanding

receivables/

(payables)

Related parties

2020

$’000

2019

$’000

2020

$’000

2019

$’000

2020

$’000

2019

$’000

a2 Holdings UK Limited – consultancy fees paid to Lovat Partners

Limited, an entity controlled by David Hearn, Chairman of the

Company. The fees were charged at commercial rates. This consulting

arrangement ceased on 18 December 2018.–––44––

No amounts were receivable from related parties at year end.

Loans to key management personnel and their related parties

No loans were outstanding or made to key management personnel and their related parties at any time during the 2020 and

2019 financial years.

NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2020

F2. Share-based payments

Long term incentives (LTI)

The LTI plan is designed to retain and motivate senior executives and management to achieve the Group’s long term strategic goals by

providing rewards that align the interests of the executives and management with shareholders. Performance rights and time-based rights

are currently issued under the LTI plan; and options were previously issued in FY15 and FY16.

No dividends are paid on rights and options, and they do not entitle their holder to attend or vote at Company meetings. No amount

is payable upon vesting of the performance and time-based rights and conversion to shares. Each exercised right is an entitlement

to one fully paid ordinary share in the Company.

During FY19 a revised remuneration policy for the Group was finalised. This review resulted in the temporary deferral of the LTI plan

for participating Group employees in the 2019 financial year.

During the year the Board authorised the issue of 1,057,914 performance rights, and 238,229 time-based rights to senior employees

and contractors under the LTI plan.

Performance rights granted in FY20

To accommodate the deferral of the LTI programme in FY19, the performance rights issued in the period are in two tranches,

with differing performance periods and performance hurdles as set out below, with Tranche 1 reflecting the FY19 deferral.

The performance rights vest subject to:

• Continuing employment.

• Minimum performance hurdles of both:

– A minimum diluted earnings per share (EPS) compound annual growth rate (CAGR) increase of 15% over the performance

period (E-CAGR); and

– A minimum normalised sales CAGR increase of 15% over the performance period (S-CAGR).

• No awards will vest if E-CAGR or S-CAGR is less than 15% over the respective performance periods.

• 50% of the awards will vest if E-CAGR and S-CAGR of 15% is achieved, up to a maximum of 100% of the award vesting if S-CAGR

of either 22% or more, or 25% or more is achieved, as follows:

Performance rights grants:Performance periodEPS hurdlePerformance hurdles

50% vests85% vests100% vests

Tranche 1

390,440 rights2 years to 30 June 202115%15%20%25%

Tranche 2

667,474 rights3 years to 30 June 202215%15%18.5%22%

Diluted earnings per share are as reported in the Company’s Annual Report in respect of that financial year.

Normalised sales in respect of a financial year, are sales plus such additional revenue or income items less such unusual and one-off items (in

each case, as may be determined by the Board in its absolute discretion) based on relevant financial information reported in the Company’s

Annual Report in respect of that financial year.

Building from strength 97 96 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020

F2. Share-based payments (continued)

Time-based rights granted in FY20

Vesting of the time-based rights issued in the period is subject to continuing employment, with no other performance conditions,

vesting as follows:

Number of time-based rights granted:Grant datesVesting dates

9,86819 Nov 201921 Aug 2020

94,21919 Nov 201924 Aug 2020

94,21919 Nov 201923 Aug 2021

7,55024 Apr 202020 Sep 2020

10,22124 Apr 202020 Feb 2021

7,55124 Apr 202020 Sep 2021

14,60124 Apr 202020 Feb 2022

238,229

Fair value of performance and time-based rights granted during the period

The fair value of services received in return for performance and share-based rights granted to employees is measured by reference to the fair

value of the rights granted. The estimate of the fair value of the services received is measured by reference to the vesting conditions specific

to the grant based on a simplified Black-Scholes option pricing model.

Fair value of performance and

time-based rights granted during

the period and assumptions

Performance rightsTime-based rights

Tranche 1Tranche 2

Grant date19 - Nov-1911-J u n -2019 - Nov-1924-Apr-2011-J u n -2019 - Nov-1924-Apr-20

Fair value at measurement date$14.03$18.83$13.8 6$19.3 4$18.6 0$14.0 8$18.9 9

Share price at grant date$14 .12$18.95$14 .12$19.70$18.95$14 .12$19.70

Performance rights life1.75yrs1.19 y r s2.76yrs2.33yrs2.19 y r sVariousVarious

Performance rights granted in previous years

The FY18 performance rights awards vest subject to an earnings per share (EPS) performance hurdle, and continuing employment. The

absolute EPS hurdle is a minimum diluted EPS compound annual growth rate (CAGR) increase of 15% over the performance period, with

no retesting. 50% of the awards will vest if diluted EPS CAGR of 15% is achieved, and up to a maximum of 100% of the award will vest if

diluted EPS CAGR of either 20% or more, or 25% or more is achieved, as follows:

Number of rights as at 30 June 2020:Performance period

Performance hurdles

Fair value50%100%

F Y18

320,000 rights3 yearsEPS CAGR 15%EPS CAGR 20%$5.75

297,300 rights2 yearsEPS CAGR 15%EPS CAGR 25%$12.65

Time-based rights granted in previous years

Vesting of the time-based rights is subject to continuing employment, with no other performance conditions, vesting as follows:

Number of time-based rights granted:Grant datesVesting datesFair value

31,2701-Aug-181-Aug-20$12.75

31,2691-Aug-181-Aug-21$12.75

62,539


NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2020

F2. Share-based payments (continued)

Options granted in previous years (legacy scheme)

The options granted in FY16 vest in five equal tranches over five years, commencing on the first anniversary of the date of the grant.

The FY16 awards of options vest subject to share price growth performance hurdles over a five year performance period, and continuing

employment. The absolute share price growth hurdle is a minimum share price CAGR of 10% over the performance period, subject to annual

retesting until the performance condition is met, or the performance period ends.

On vesting, options are exercised on payment of the exercise price. Each exercised option is an entitlement to one fully paid share in

the Company.

LTI outstanding as at 30 June 2019NumberGrant DatesVesting DatesExpiry Dates

Performance rights – FY18 grants617, 3 0 0

28-Sep-17

& 6 - Mar-18

1-Sep-20

& 6-Mar-21

28-Jun-21

& 6 - D e c-21

Performance rights – FY20 grants866,574

19 - Nov-19,

24-Apr-20 & 11-Jun-20

20 -Aug-21

& 21-Aug-22

20 -Aug-21

& 21-Aug-22

1,4 83,874

Time-based rights – FY19 grants62,539

13-Jul-18

& 1-Aug-18

28 -Aug-19

to 1-Aug-21

28 -Aug-19

to 1-Aug-21

Time-based rights – FY20 grants238,229

19 - Nov-19

& 24-apr-20

21-Aug-20

to 20-Feb-22

21-Aug-20

to 20-Feb-22

300,768

Options – FY16 grants3,200,00012-Aug-15

12-Aug-16

to 12-Aug-2012- May-21

3,200,000

Performance rights movements:

Number

2020

Number

2019

Outstanding at the beginning of the year1,738,0871,612,20 0

Forfeited during the period (4 3 7,127 )(119,9 0 0 )

Granted during the period 1, 0 5 7, 914245,787

Vested during the period (875,000)–

Outstanding at the end of the year1,4 83,8741,738,087

The weighted average remaining contractual life of performance rights is 1.2 years (2019: 1.1 years)

Building from strength 99 98 The a2 Milk Company

FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2020

F2. Share-based payments (continued)

Time-based rights movements:

Number

2020

Number

2019

Outstanding at the beginning of the year184,723–

Granted during the period 238,229693,063

Vested during the period (122,184)(508,340)

Outstanding at the end of the year300,768184,723

The weighted average remaining contractual life of time-based rights is 0.7 years (2019: 0.6 years)

Options movements:

Weighted average

exercise price

2020

Number

2020

Weighted

average

exercise price

2019

Number

2019

Outstanding at the beginning of the year$0.63 7,000,000$0.63 12,400,998

Forfeited during the period ––$0.63(2,400,000)

Granted during the period ––––

Exercised during the period $0.63(3,800,000)$0.63(3,000,998)

Outstanding at the end of the year$0.633,200,000$0.637,000,000

Exercisable at the end of the year1,400,0002,400,000

The weighted average remaining contractual life of options is 0.1 years (2019: 0.7years)

The weighted average share price on exercise of the options in the period was $19.55.

Other employee equity schemes

In the period, employees not participating in the LTI plan were invited to participate in the following new schemes:

• Gift offer: employees received Company shares to the value of approximately A$500 each.

• Share Match Programme: employees undertaking to purchase Company shares for a minimum value of A$200 to a maximum value of

A$2,000 up to 30 September 2020 from their after-tax pay will receive matching shares from the Company equal to the number of shares

acquired and retained under the scheme, subject to continuing employment up to September 2021.

Amounts recognised in the consolidated statement of comprehensive income

During the year ended 30 June 2020, a $8,331,000 expense was recognised in the consolidated statement of comprehensive income

for equity settled share-based payment awards (2019: $8,184,000).

Recognition and measurement

The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a corresponding

increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to the awards. The

amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related service and non-market

vesting conditions are expected to be met, but is not adjusted when market performance conditions are not met.

NOTES TO THE FINANCIAL STATEMENTS – OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2020

F3. Auditor’s remuneration

The auditor of the Company is Ernst & Young Australia.

Amounts received or due and receivable by Ernst & Young for:

2020

$’000

2019

$’000

An audit or review of the financial report of the Group970701

Other services:

Market research 18279

Sustainability reporting advisory 2340

1,175820

F4. Subsequent events

No matters or circumstances have arisen since the end of the financial year which have significantly affected or may significantly affect the

operations, the results of these operations or state of affairs of the Group in subsequent financial years.

Building from strength 101 100 The a2 Milk Company

FINANCIAL STATEMENTS

OTHER
INFORMATION

CONTENTS

Company disclosures 104

Corporate directory 112

Building from strength 103 102 The a2 Milk Company

COMPANY
DISCLOSURES

1. Substantial product holders

The shares of the Company are quoted on the NZX, the ASX and Chi-X.

According to substantial product holder notices and the Company’s records, the following persons were substantial product holders in

respect of the ordinary shares of the Company as at 30 June 2020 (such disclosure being required by the Financial Markets Conduct Act

2013 (NZ)) and as at 3 August 2020 (such disclosure being required by the ASX Listing Rules):

As at 30 June 2020 As at 3 August 2020

Name

Number of

ordinary shares

in the Company

in which a

Relevant Interest

is held

% of ordinary

shares held

Number of

ordinary shares

in the Company

in which a

Relevant Interest

is held

% of ordinary

shares held

The Vanguard Group, Inc51,49 4,5916.9651,49 4,5916.96

Mitsubishi UFJ Financial Group, Inc. 47, 255 ,9 9 06.3947, 255 ,9 9 06.39

Commonwealth Bank of Australia46,904,6256.3446,904,6256.34

Blackrock, Inc. and related bodies corporate38,298,1015.1838,298,1015.18

The total number of voting shares on issue as at 30 June 2020 was 739,830,151 and the total number of voting shares on issue as at

3 August 2020 was 739,861,421.

2. Voting rights

During the period 1 July 2019 to 30 June 2020, each fully paid ordinary share of the Company gave the holder the right to cast one vote

per shareholder on a show of hands and one vote per share on a poll on any resolution. All votes cast at shareholder meetings are by way

of poll.

3. Twenty largest fully paid equity security holders

The names of the 20 largest holders of ordinary shares in the Company as at 3 August 2020 are listed below:

1

Number of shares%

HSBC Custody Nominees (Australia) Limited

141,253,09619.09%

HSBC Nominees (New Zealand) Limited

54,221,4667. 33%

Citibank Nominees (NZ) Ltd

47,576,7666.43%

JPMorgan Chase Bank

47, 2 97, 0 0 56.39%

HSBC Nominees (New Zealand ) Limited

39,694,3285.37%

J.P. Morgan Nominees Australia Pty Limited

38,412,3325.19%

Citicorp Nominees Pty Limited

28,568,1983.86%

Accident Compensation Corporation

19,364,2242.62%

Tea Custodians Limited

19,261,6872.60%

National Nominees Limited

18 ,10 4, 49 92.45%

Citicorp Nominees Pty Limited

13,769,8 821.86%

Cogent Nominees Limited

13,593,2771.84%

New Zealand Superannuation Fund Nominees Limited

12,611,2611.70%

BNP Paribas Nominees (NZ) Limited

10,923,0141.48%

HSBC Custody Nominees (Australia) Limited

10,739,1711.45%

National Nominees New Zealand Limited

9,825,4341.33%

BNP Paribas Nominees Pty Limited

9,633,8191.30%

Premier Nominees Limited

8,653,7191.17%

BNP Paribas Noms Pty Ltd

5,813,2280.79%

FNZ Custodians Limited

4,865,7070.66%

Total55 4,182,11374.9 0%

Building from strength 105 104 The a2 Milk Company

OTHER INFORMATION

COMPANY DISCLOSURES (CONTINUED)
4. Spread of security holders as at 3 August 2020 and number of holders

a) Fully paid ordinary shareholders

Size of shareholdingNumber of holdersNumber of shares%

1 to 1,00029,03310,040,2711.36

1,001 to 5,00011,56027,469,5713.71

5,001 to 10,0002,20216,344,1232.21

10,001 to 100,0001,67042,487,4435.74

100,001 shares or more152643,520,01386.98

44,617739,861,421100.00

As at 3 August 2020, the number of holders with between 1 and 48 ordinary shares (being less than a minimum holding under the

NZX Listing Rules based on the closing market price) was 237 and the number of holders with less than a marketable share parcel of the

Company’s fully paid ordinary shares of AU$500 (under the ASX Listing Rules), based on the closing market price, was 490.

b) Options to acquire ordinary shares (unlisted securities not quoted by the ASX or NZX)

Size of holdingNumber of holdersNumber of options%

100,001 options or more43,200,000100.00

43,200,000100.00

c) Performance rights (unlisted securities not quoted by the ASX or NZX)

Size of holdingNumber of holdersNumber of rights%

5,001 to 10,000 644,7423.02

10,001 to 100,000 30931,57962.78

100,001 performance rights or more1507,55334.20

371,483,874100.00

d) Time-based rights (unlisted securities not quoted by the ASX or NZX)

Size of holdingNumber of holdersNumber of rights%

5,001 to 10,000 19,8683.66

10,001 to 100,000 371,19226.42

100,001 time-based rights or more1188,43869.92

5269,498100.00

5. Directors’ relevant interests & share dealings

Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company

during the period 1 July 2019 to 30 June 2020:

Registered holder

Beneficial/

Non-beneficial

Acquired/

(Disposed)

Class of

financial productDate

Consideration

paid/(received)

NZ$

Jayne Hrdlicka

Carla Jayne HrdlickaBeneficial(90,914)Time-based rights

1

24 Aug 19N/A

Carla Jayne HrdlickaBeneficial90,914Ordinary shares

1

24 Aug 19N/A

Carla Jayne HrdlickaBeneficial164,312Performance rights19 Nov 19N/A

Carla Jayne HrdlickaBeneficial(146,684)Ordinary shares25 Nov 19($2,178,286.74)

David Hearn

Lovat Partners LimitedBeneficial(100,000)Options

2

25 Nov 19N/A

David HearnBeneficial100,000Ordinary shares

2

25 Nov 19$63,000

David HearnBeneficial(100,000)Ordinary shares

2

25 Nov 19($1,483,010)

Lovat Partners LimitedBeneficial(3,100,000)Options

2

24 Apr 20N/A

David HearnBeneficial3,100,000Ordinary shares

2

24 Apr 20$1,953,000

David HearnBeneficial(280,857)Ordinary shares

2

24 Apr 20($5,555,351.46)

David HearnBeneficial(1,614,143)Ordinary shares

2

28 Apr 20($31,621,061.37)

1 Reflects the issue of ordinary shares to Jayne Hrdlicka following the vesting and automatic exercise of time-based rights.

2 Reflects (i) issue of ordinary shares following exercise of options held by Lovat Partners Limited; (ii) subsequent transfer of those ordinary shares from

Lovat Partners Limited to David Hearn; and (iii) subsequent sale by David Hearn of some of those ordinary shares on market.

Directors of the Company as at 30 June 2020 held the following relevant interests in the financial products of the Company as at that

date:

Registered holder

Beneficial/

Non-beneficial

Balance held

No’sClass of financial product

David Hearn

David Lovat Gordon HearnBeneficial1,305,000Ordinary shares

Julia Hoare

Julia Cecile HoareBeneficial50,000Ordinary shares

Pip Greenwood

Pip GreenwoodN/A–Ordinary shares

Warwick Every-Burns

Warwick Every-Burns

as trustee of Wake Super FundBeneficial75,000Ordinary shares

Kathryn Every-BurnsBeneficial25,000Ordinary shares

Jesse Wu

Jesse Jen-Wei WuBeneficial27,000Ordinary shares

6. Credit rating status

Not applicable.

7. NZX Waivers

A summary of all waivers granted and published by NZX following an application by the Company or relied upon by the Company during

the reporting period ended 30 June 2020 is as follows:

• On 19 November 2019, NZX granted the Company a waiver from NZX Listing Rule 5.1.1. The waiver allowed a wholly owned

subsidiary of the Company to enter into a variation to an existing supply contract with a subsidiary of Synlait Milk Limited without

obtaining shareholder approval.

Building from strength 107 106 The a2 Milk Company

OTHER INFORMATION

COMPANY DISCLOSURES (CONTINUED)
8. Particulars of notices or statements given to or approved by the Board

8.1. Interests register

The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the

directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.

Directors have declared interests during the reporting period ended 30 June 2020 as follows:

• The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are protected against

liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries.

• The Company has provided Deeds of Indemnity to all directors for potential liabilities and costs they may incur for acts or omissions in

their capacity as directors of the Company and its subsidiaries.

• Directors’ relevant interests and share dealings as outlined in section 5, above.

• Pip Greenwood’s spouse owns an adviser entity which provides financial and transaction consulting services to a range of

organisations, including from time to time to participants in the dairy sector (other than the Company). While Ms Greenwood has no

involvement in that entity, or its clients, she has disclosed that interest as that entity may from time to time consult to entities with

which the Company may transact. The Company and Ms Greenwood have agreed a protocol whereby Ms Greenwood abstains from

all Board discussions and decisions involving that entity or its clients, and does not receive relevant Board papers, where this occurs.

During the reporting period ended 30 June 2020, directors advised the Company of the following changes or additional entries in the

Company’s interests register:

Name of DirectorEntityPosition

Julia HoareMeridian Energy LimitedDirector

Julia HoareNew Zealand Post LimitedCeased to be a director

Julia HoareAWF Madison Group LimitedCeased to be a director

David HearnSafestore Holdings PlcDirector

David HearnLumyna Investments LimitedDirector

Pip GreenwoodVulcan Steel LimitedDirector

Pip GreenwoodFisher & Paykel Healthcare Corporation LimitedDirector

Pip GreenwoodSpark New Zealand LimitedDirector

Pip GreenwoodWestpac New Zealand LimitedDirector

Pip GreenwoodAuckland Writers Festival TrustTrustee

Pip GreenwoodMilbrook 7th TrustTrustee

Pip GreenwoodOriental TrustTrustee

Pip GreenwoodPortia TrustTrustee

Pip GreenwoodRakino TrustTrustee

Pip GreenwoodTheresa Gattung Investment TrustTrustee

No other entries were made in the interests registers of the Company’s subsidiaries during the reporting period.

8.2. Directors of subsidiary companies

The following persons held office as directors of subsidiary companies during the year ended 30 June 2020.

SubsidiaryJurisdictionDirectors (or equivalent)

The a2 Milk Company (Export) Limited New ZealandGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Infant Nutrition LimitedNew ZealandGeoffrey Babidge (Appointed: 9 December 2019)

Peter Nathan

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Holdings UK LimitedNew ZealandGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

SubsidiaryJurisdictionDirectors (or equivalent)

The a2 Milk Company (New Zealand) Limited New ZealandJulia Hoare

Geoffrey Babidge (Appointed: 9 December 2019)

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Australian Investments Pty. Limited.AustraliaGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Botany Pty LtdAustraliaGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

The a2 Milk Company (Australia) Pty LtdAustraliaGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Peter Nathan

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Infant Nutrition Australia Pty LtdAustraliaGeoffrey Babidge (Appointed: 9 December 2019)

Peter Nathan

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Exports Australia Pty LimitedAustraliaGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned:28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

The a2 Milk Company (Nutrition) Pty LimitedAustraliaGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned:28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

The a2 Milk Company Limited British Columbia, CanadaGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

The a2 Milk Company Limited Scotland, UKDavid Hearn

William Keane (Resigned: 31 March 2020)

The a2 Milk CompanyDelaware, USADavid Hearn

Geoffrey Babidge (Appointed: 9 December 2019)

Jayne Hrdlicka (Resigned: 9 December 2019)

The a2 Milk Company LLC Delaware, USAGeoffrey Babidge (Appointed: 9 December 2019)

Race Strauss (Appointed: 28 April 2020)

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

a2 Infant Nutrition (Shanghai) Co., Ltd. ChinaLi Xiao

The a2 Milk Company (Singapore) Pte. Ltd.SingaporeRace Strauss (Appointed: 28 April 2020)

Shaun Singh

Craig Louttit (Resigned: 28 April 2020)

Jayne Hrdlicka (Resigned: 9 December 2019)

No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their

role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings

for remuneration disclosed under Employee remuneration range in section 13, below.

Building from strength 109 108 The a2 Milk Company

OTHER INFORMATION

COMPANY DISCLOSURES (CONTINUED)
8.3. Use of company information

The Board received no notices during the period from directors requesting to use Company information received in their capacity

as directors which would not have been otherwise available to them.

9. Limitations on the acquisition of securities

The Company is not subject to chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth, Australia) dealing with the acquisition of its

shares (including substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by New Zealand law are as follows:

(i) In general, fully paid ordinary shares in the Company are freely transferable, and the only significant restrictions or limitations in

relation to the acquisition of fully paid ordinary shares in the Company are those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(ii) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights in the

Company, or the increase of an existing holding of 20% or more of the voting rights in the Company, can only occur in certain

permitted ways. These include a full takeover offer, a partial takeover offer, an acquisition approved by an ordinary resolution,

an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if

a shareholder holds 90% or more shares in the Company, in each case in accordance with the New Zealand Takeovers Code.

(iii) The New Zealand Overseas Investment Act 2005 regulates certain investments in New Zealand by overseas persons. In general terms,

the consent of the New Zealand Overseas Investment Office will likely be required where an ‘overseas person’ acquires shares or an

interest in shares in the Company that amount to more than 25% of the shares issued by the Company or, if the overseas person

already holds 25% or more, the acquisition increases that holding.

(iv) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition would

have, or would be likely to have, the effect of substantially lessening competition in a market.

The Company has complied with, and continues to comply with, the requirements of the NZX Listing Rules with respect to the issue

of new securities.

10. On-market buy-back

There is no current on-market buy-back of the Company’s securities.

11. Donations

The Company and its subsidiaries have made donations of cash and inventories totalling NZ$2,803,295 during the year ended

30 June 2020 (2019: NZ$944,057).

12. Directors and officers

For the purposes of NZX Listing Rule 3.8.1(c), the quantitative breakdown as to the gender composition of the Company’s Directors and

Officers as at 30 June 2020 and 30 June 2019 is as follows:

At 30 June 2020At 30 June 2019

Directors56

Females22

Males34

Officers89

Females24

Males65

13. Employee remuneration range

The following table shows the number of employees and former employees of the Company and its subsidiaries (not being directors or

former directors of the Company) who, in their capacity as employees, received remuneration and other benefits valued at or in excess of

$100,000 during the year to 30 June 2020.

The remuneration bands are expressed in New Zealand Dollars.

Remuneration range

$ (gross)

Number of

employees in

the year ended

30 June 2020

(based on actual

payments)

Value of

options and

performance

rights

included in

remuneration

range

$100,000 – $109,99913

$110,000 – $119,99911

$120,000 – $129,9997

$130,000 – $139,99912

$140,000 – $149,9997

$150,000 – $159,9998

$160,000 – $169,9998

$170,000 – $179,9994

$180,000 – $189,9992

$190,000 – $199,9992

$210,000 – $219,9997

$220,000 – $229,9992

$240,000 – $249,9991

$250,000 – $259,9994

$260,000 – $269,9994

$270,000 – $279,9993

$290,000 – $299,9993

$300,000 – $309,9991

$330,000 – $339,9991

$370,000 – $379,9991

$380,000 – $389,9992

$390,000 - $399,9992

$410,000 - $419,9991

$440,000 – $449,9991230,400

$470,000 – $479,9992

$480,000 – $489,9991

$500,000 – $509,9991268,800

$520,000 – $529,9991

$530,000 – $539,9991268,800

$550,000 – $559,9991552,541

$600,000 – $609,9991

$660,000 – $669,9991434,700

$680,000 – $689,9991

$780,000 – $789,9991

$830,000 – $839,99921,075,20 0

$840,000 – $849,9991

$880,000 – $889,99915 37, 6 0 0

$930,000 – $939,9991

$950,000 – $959,9991

$1,060,000 – $1,069,99916 45,120

$1,100,000 – $1,109,9991

$1,150,000 – $1,159,9991814,080

$1,230,000 – $1,239,9991844,800

Remuneration range

$ (gross)

Number of

employees in

the year ended

30 June 2020

(based on actual

payments)

Value of

options and

performance

rights

included in

remuneration

range

$1,360,000 – $1,369,9991890,880

$1,390,000 – $1,399,9991921,60 0

$1,500,000 – $1,509,9991921,60 0

$1,670,000 – $1,679,99911,228,800

$2,030,000 – $2,039,99911,459,20 0

$3,010,000 – $3,019,99911,996,80 0

$3,140,000 – $3,149,99912,526,000

$6,237,000 – $6,239,99915,632,000

Total13621,248,921

The table includes base salaries, short-term incentives, contributions

paid to an individual’s superannuation fund, or, if an individual

is a KiwiSaver member, contributions of 3% of gross earnings

towards that individual’s KiwiSaver scheme, and exercised options

and performance rights. The table does not include amounts paid

after 30 June 2020 relating to FY20, and long-term incentives that

have been granted and have not yet vested or been exercised (as

applicable).

14. Principal activities

There were no significant changes to the nature of the business

of the Company (or its subsidiaries) or to the classes of business in

which the Company (or its subsidiaries) had an interest during the

year ended 30 June 2020.

15. Reconciliation of EBITDA to net profit after

tax

Earnings before interest, tax, depreciation and amortisation (EBITDA)

is a non-GAAP measure. However, the Company believes that it

provides investors with a comprehensive understanding of the

underlying performance of the business.


June 2020

$’000

June 2019

$’000

Group EBITDA549,719413,610

Depreciation and

amortisation(4,393)(2,176)

EBIT 545,326411,434

Interest income6,1354,277

Interest expense(389)


Income tax expense(165,235)(127,970)

Net profit after tax385,837287,741

Building from strength 111 110 The a2 Milk Company

OTHER INFORMATION

Our a2 Milk™
difference

Conventional cows’ milk

contains two main types of beta

casein protein, A2 protein and

A1 protein – our branded milk

is different from conventional

cows’ milk because it comes

from cows selected to naturally

produce only the A2 protein

type and no A1.

Our milk is comparable to conventional

cows’ milk in other respects.

Our branded milk is naturally occurring

and not a product of genetic engineering

or technological processes.

Many consumers and healthcare

professionals report that some people

who experience digestive issues drinking

conventional cows’ milk may experience

benefits when they switch to a2 Milk

TM

.

a2 Milk™ brand is much more than just

a difference between A1 and A2 protein

types. Our brand stands for a series

of wonderful qualities from where we

source our milk, the extra special care we

take from cow to consumer, and how we

educate and engage with our consumers.

That’s why there is only one a2 Milk™

from The a2 Milk Company.

CORPORATE

DIRECTORY

Company

The a2 Milk Company Limited

New Zealand share registry

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone: +64 9 375 5998

Australian share registry

Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia

Telephone: +61 1300 554 474

Registered offices

Level 10

51 Shortland Street

Auckland 1010

New Zealand

Level 4

182 Blues Point Road

McMahons Point NSW 2060

Australia

Telephone: +61 2 9697 7000

Auditor

Ernst & Young

200 George Street

Sydney NSW 2000

Australia

Company Secretary

Jaron McVicar

Corporate website

www.thea2milkcompany.com

Typical cow herds

produce conventional

milk containing a mix of

A1 and A2 protein types

Originally all cows

produced milk

containing only the

A2 protein type

Genetic variation has resulted in mixed

herds over time

Our branded milk is sourced

from herds producing milk

naturally containing only the

A2 protein type and no A1

Building from strength 113 112 The a2 Milk Company

OTHER INFORMATION

The a2 Milk Company Limited
2020 Annual Report

thea2milkcompany.com

thea2milkcompany.com

The a2 Milk Company Limited (Australian Registered Body Number 158 331 965 – Incorporated in New Zealand)

---

The a2 Milk Company Limited
ARBN 158 331 965


ASX Appendix 4E - Preliminary Final Report


Results for announcement to the market


Reporting period Twelve months to 30 June 2020

Previous reporting

period

Twelve months to 30 June 2019


Amount (000s) Percentage change

Revenue from

continuing ordinary

activities

$NZ 1,731,131 + 33.1%

Profit (loss) from

continuing ordinary

activities after tax

attributable to security

holders

$NZ 388,167 +31.8%

Net profit (loss)

attributable to security

holders

$NZ 385,837 +34.1%


Final dividend Amount per security Imputed amount per

security

The Company does not

propose to pay a

dividend for the year

ended 30 June 2020

Not applicable Not applicable


Record date Not applicable

Dividend payment date Not applicable


Comments: For further information refer to the attached:

Audited Annual Report for the year ended 30 June

2020

Full Year Results Commentary

Full Year Results Presentation




Net Tangible Assets per

security


30 June 2020

$NZ 1.48

30 June 2019

$NZ 1.04

---

Page 1
Rules 4.7.3 and 4.10.3

1


Appendix 4G



Key to Disclosures

Corporate Governance Council Principles and Recommendations




Name of entity:

The a2 Milk Company Limited


ABN / ARBN: Financial year ended:

158 331 965 30 June 2020


Our corporate governance statement

2

for the above period above can be found at:

3



These pages of our annual report:


This URL on our website: www.thea2milkcompany.com/corporate-governance/


The Corporate Governance Statement is accurate and up to date as at 19 August 2020 and has been approved by the

board.


The annexure includes a key to where our corporate governance disclosures can be located.


Date: 19 August 2020

Name of Director or Secretary authorising

lodgement:

Jaron McVicar, General Counsel and Company Secretary



1

Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate

governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The

corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate

Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate

governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not

following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must

lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance

statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2

“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the

extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3

Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s

corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just

retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can

also, if you wish, delete the “OR” at the end of the selection.


Page 2

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES


Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

(a) the respective roles and responsibilities of its board and

management; and

(b) those matters expressly reserved to the board and those

delegated to management.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 3 OR

☐ at [insert location]

... and information about the respective roles and responsibilities of

our board and management (including those matters expressly

reserved to the board and those delegated to management):

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.2

A listed entity should:

(a) undertake appropriate checks before appointing a person, or

putting forward to security holders a candidate for election,

as a director; and

(b) provide security holders with all material information in its

possession relevant to a decision on whether or not to elect

or re-elect a director.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 5 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.3

A listed entity should have a written agreement with each director

and senior executive setting out the terms of their appointment.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 6 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

directly to the board, through the chair, on all matters to do with the

proper functioning of the board.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 3 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


4

If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.


Page 3

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


1.5

A listed entity should:

(a) have a diversity policy which includes requirements for the

board or a relevant committee of the board to set

measurable objectives for achieving gender diversity and to

assess annually both the objectives and the entity’s progress

in achieving them;

(b) disclose that policy or a summary of it; and

(c) disclose as at the end of each reporting period the

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance

with the entity’s diversity policy and its progress towards

achieving them and either:

(1) the respective proportions of men and women on the

board, in senior executive positions and across the

whole organisation (including how the entity has defined

“senior executive” for these purposes); or

(2) if the entity is a “relevant employer” under the Workplace

Gender Equality Act, the entity’s most recent “Gender

Equality Indicators”, as defined in and published under

that Act.

... the fact that we have a diversity policy that complies with

paragraph (a):

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, page 26

... and a copy of our diversity policy or a summary of it:

☒ at www.thea2milkcompany.com/corporate-governance/

... and the measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance with our

diversity policy and our progress towards achieving them:

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, pages 26 & 110

... and the information referred to in paragraphs (c)(1) or (2):

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, page 26

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.6

A listed entity should:

(a) have and disclose a process for periodically evaluating the

performance of the board, its committees and individual

directors; and

(b) disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

period in accordance with that process.

... the evaluation process referred to in paragraph (a):

☒ in our Corporate Governance Statement, page 6 OR

☐ at [insert location]

... and the information referred to in paragraph (b):

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.7

A listed entity should:

(a) have and disclose a process for periodically evaluating the

performance of its senior executives; and

(b) disclose, in relation to each reporting period, whether a

performance evaluation was undertaken in the reporting

period in accordance with that process.

... the evaluation process referred to in paragraph (a):

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, page 49

... and the information referred to in paragraph (b):

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, page 49

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 4

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

(a) have a nomination committee which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have a nomination committee, disclose that

fact and the processes it employs to address board

succession issues and to ensure that the board has the

appropriate balance of skills, knowledge, experience,

independence and diversity to enable it to discharge its

duties and responsibilities effectively.

[If the entity complies with paragraph (a):]

... the fact that we have a nomination committee that complies with

paragraphs (1) and (2):

☒ in our Corporate Governance Statement, pages 4 & 5 OR

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/corporate-governance/

... and the information referred to in paragraphs (4) and (5):

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, pages 47 & 48

[If the entity complies with paragraph (b):]

... the fact that we do not have a nomination committee and the

processes we employ to address board succession issues and to

ensure that the board has the appropriate balance of skills,

knowledge, experience, independence and diversity to enable it to

discharge its duties and responsibilities effectively:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.2

A listed entity should have and disclose a board skills matrix

setting out the mix of skills and diversity that the board currently

has or is looking to achieve in its membership.

... our board skills matrix:

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, page 46

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 5

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


2.3

A listed entity should disclose:

(a) the names of the directors considered by the board to be

independent directors;

(b) if a director has an interest, position, association or

relationship of the type described in Box 2.3 but the board

is of the opinion that it does not compromise the

independence of the director, the nature of the interest,

position, association or relationship in question and an

explanation of why the board is of that opinion; and

(c) the length of service of each director.

... the names of the directors considered by the board to be

independent directors:

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, page 45

... and, where applicable, the information referred to in paragraph (b):

☒ in our Corporate Governance Statement, pages 2 & 3 OR

☐ at [insert location]

... and the length of service of each director:

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, pages 40 & 41

☐ an explanation why that is so in our Corporate Governance

Statement

2.4

A majority of the board of a listed entity should be independent

directors.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 3 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.5

The chair of the board of a listed entity should be an independent

director and, in particular, should not be the same person as the

CEO of the entity.

... the fact that we follow this recommendation:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☒ an explanation why that is so in our Corporate Governance

Statement, page 2 OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.6

A listed entity should have a program for inducting new directors

and provide appropriate professional development opportunities

for directors to develop and maintain the skills and knowledge

needed to perform their role as directors effectively.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 6 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

(a) have a code of conduct for its directors, senior executives

and employees; and

(b) disclose that code or a summary of it.

... our code of conduct or a summary of it:

☒ in our Corporate Governance Statement, page 7 OR

☒ at www.thea2milkcompany.com/corporate-governance/

☐ an explanation why that is so in our Corporate Governance

Statement


Page 6

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

(a) have an audit committee which:

(1) has at least three members, all of whom are non-

executive directors and a majority of whom are

independent directors; and

(2) is chaired by an independent director, who is not the

chair of the board,

and disclose:

(3) the charter of the committee;

(4) the relevant qualifications and experience of the

members of the committee; and

(5) in relation to each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have an audit committee, disclose that fact

and the processes it employs that independently verify and

safeguard the integrity of its corporate reporting, including

the processes for the appointment and removal of the

external auditor and the rotation of the audit engagement

partner.

[If the entity complies with paragraph (a):]

... the fact that we have an audit committee that complies with

paragraphs (1) and (2):

☒ in our Corporate Governance Statement, page 4 OR

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/corporate-governance/

... and the information referred to in paragraphs (4) and (5):

☐ in our Corporate Governance Statement OR

☒ in our Annual Report: qualifications and experience on pages 40

to 41; and meeting attendance on page 48.

[If the entity complies with paragraph (b):]

... the fact that we do not have an audit committee and the processes

we employ that independently verify and safeguard the integrity of our

corporate reporting, including the processes for the appointment and

removal of the external auditor and the rotation of the audit

engagement partner:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

4.2

The board of a listed entity should, before it approves the entity’s

financial statements for a financial period, receive from its CEO

and CFO a declaration that, in their opinion, the financial records

of the entity have been properly maintained and that the financial

statements comply with the appropriate accounting standards

and give a true and fair view of the financial position and

performance of the entity and that the opinion has been formed

on the basis of a sound system of risk management and internal

control which is operating effectively.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 6 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 7

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


4.3

A listed entity that has an AGM should ensure that its external

auditor attends its AGM and is available to answer questions

from security holders relevant to the audit.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 6 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity that does not hold an

annual general meeting and this recommendation is therefore

not applicable

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

(a) have a written policy for complying with its continuous

disclosure obligations under the Listing Rules; and

(b) disclose that policy or a summary of it.

... our continuous disclosure compliance policy or a summary of it:

☒ in our Corporate Governance Statement, page 7 OR

☒ at www.thea2milkcompany.com/corporate-governance/

☐ an explanation why that is so in our Corporate Governance

Statement

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1

A listed entity should provide information about itself and its

governance to investors via its website.

... information about us and our governance on our website:

☒ at www.thea2milkcompany.com/corporate-governance/

☐ an explanation why that is so in our Corporate Governance

Statement

6.2

A listed entity should design and implement an investor relations

program to facilitate effective two-way communication with

investors.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 8 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

6.3

A listed entity should disclose the policies and processes it has in

place to facilitate and encourage participation at meetings of

security holders.

... our policies and processes for facilitating and encouraging

participation at meetings of security holders:

☒ in our Corporate Governance Statement, page 8 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity that does not hold

periodic meetings of security holders and this recommendation

is therefore not applicable

6.4

A listed entity should give security holders the option to receive

communications from, and send communications to, the entity

and its security registry electronically.

... the fact that we follow this recommendation:

☒ in our Corporate Governance Statement, page 8 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 8

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1

The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of

which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have a risk committee or committees that

satisfy (a) above, disclose that fact and the processes it

employs for overseeing the entity’s risk management

framework.

[If the entity complies with paragraph (a):]

... the fact that we have a committee or committees to oversee risk

that comply with paragraphs (1) and (2):

☒ in our Corporate Governance Statement, page 4 OR

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/corporate-governance/

... and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Governance Statement, page 4; and our

Annual Report page 47 for meeting attendances OR

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have a risk committee or committees that

satisfy (a) and the processes we employ for overseeing our risk

management framework:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

7.2

The board or a committee of the board should:

(a) review the entity’s risk management framework at least

annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such

a review has taken place.

... the fact that board or a committee of the board reviews the entity’s

risk management framework at least annually to satisfy itself that it

continues to be sound:

☒ in our Corporate Governance Statement, page 7 OR

☐ at [insert location]

... and that such a review has taken place in the reporting period

covered by this Appendix 4G:

☒ in our Corporate Governance Statement, page 7 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement


Page 9

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


7.3

A listed entity should disclose:

(a) if it has an internal audit function, how the function is

structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and

the processes it employs for evaluating and continually

improving the effectiveness of its risk management and

internal control processes.

[If the entity complies with paragraph (a):]

... how our internal audit function is structured and what role it

performs:

☒ in our Corporate Governance Statement, page 6 OR

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have an internal audit function and the

processes we employ for evaluating and continually improving the

effectiveness of our risk management and internal control processes:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement

7.4

A listed entity should disclose whether it has any material

exposure to economic, environmental and social sustainability

risks and, if it does, how it manages or intends to manage those

risks.

... whether we have any material exposure to economic,

environmental and social sustainability risks and, if we do, how we

manage or intend to manage those risks:

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, pages 34 to 37

☐ an explanation why that is so in our Corporate Governance

Statement


Page 10

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1

The board of a listed entity should:

(a) have a remuneration committee which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have a remuneration committee, disclose that

fact and the processes it employs for setting the level and

composition of remuneration for directors and senior

executives and ensuring that such remuneration is

appropriate and not excessive.

[If the entity complies with paragraph (a):]

... the fact that we have a remuneration committee that complies with

paragraphs (1) and (2):

☒ in our Corporate Governance Statement, pages 4 & 5 OR

☐ at [insert location]

... and a copy of the charter of the committee:

☒ at www.thea2milkcompany.com/corporate-governance/

... and the information referred to in paragraphs (4) and (5):

☒ in our Corporate Governance Statement page 4; and our Annual

Report page 48 for meeting attendances OR

☐ at [insert location]

[If the entity complies with paragraph (b):]

... the fact that we do not have a remuneration committee and the

processes we employ for setting the level and composition of

remuneration for directors and senior executives and ensuring that

such remuneration is appropriate and not excessive:

☐ in our Corporate Governance Statement OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation is

therefore not applicable

8.2

A listed entity should separately disclose its policies and

practices regarding the remuneration of non-executive directors

and the remuneration of executive directors and other senior

executives.

... separately our remuneration policies and practices regarding the

remuneration of non-executive directors and the remuneration of

executive directors and other senior executives:

☐ in our Corporate Governance Statement OR

☒ in our Annual Report, pages 49 to 53

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


Page 11

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...

4


8.3

A listed entity which has an equity-based remuneration scheme

should:

(a) have a policy on whether participants are permitted to

enter into transactions (whether through the use of

derivatives or otherwise) which limit the economic risk of

participating in the scheme; and

(b) disclose that policy or a summary of it.

... our policy on this issue or a summary of it:

☒ in our Corporate Governance Statement, page 8 OR

☐ at [insert location]

☐ an explanation why that is so in our Corporate Governance

Statement OR

☐ w e do not have an equity-based remuneration scheme and this

recommendation is therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

---

The a2 Milk Company Limited
CORPORATE

GOVERNANCE

STATEMENT 2020

Australian Registered Body Number 158 331 965 – Incorporated in New Zealand

We are committed to maintaining the highest
standards of corporate governance. Our corporate

governance framework has been established to

ensure that directors, officers and employees fulfil

their functions responsibly, whilst protecting and

enhancing the interests of shareholders.

CORPORATE GOVERNANCE

STATEMENT

We believe that good corporate governance adds to the

performance of the Company, creates shareholder value and

engenders the confidence of the investment market.

This statement sets out the principal features of our corporate

governance framework and governance practices which have

been developed with regard to:

• the NZX Corporate Governance Code; and

• the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations (ASX Principles)

(third Edition). The Company has updated its governance

arrangements in a number of respects during the year so that

they will be consistent with the fourth edition of the ASX

Principles, which took effect for the Company from

1 July 2020.

For the financial year ended 30 June 2020 our corporate

governance framework complied with the recommendations in

the NZX Corporate Governance Code and the ASX Principles (third

Edition), except where noted below.

ASX Principles

Recommendation 2.5 of the ASX Principles states that the Chair

of the Board should be an independent director and, in particular,

should not be the same person as the CEO (recommendation 2.9

of the NZX Corporate Governance Code recommends that where

the Chair of the Board is not independent, the Chair and the

CEOshould be different people).

The roles of Chair and CEO are not exercised by the same

individual. From 1 July to 9 December 2019, the role of CEO

was held by the Managing Director, Jayne Hrdlicka, and from

9 December 2019, Geoffrey Babidge has held the role of CEO

(on an interim basis).

Role of the Board and delegation of authority

The Board is responsible for the overall governance and operations

of the Company, guiding the Company’s strategic direction,

monitoring risk, and overseeing the activities of management. All

issues of substance affecting the Company are considered by the

Board, with advice from external advisers as required.

The role and responsibilities of the Board are set out in the

Board Charter, available on the Company’s website at

www.thea2milkcompany.com/corporate-governance.

The Board delegates certain functions to its three Committees

(Audit and Risk Management Committee, Remuneration

Committee, and Nomination Committee). The role of each

of these Committees is outlined in the Board Committees

section, below.

Board procedures ensure that all directors have the information

needed to contribute to informed discussion on all agenda items

and effectively carry out their duties. Senior managers make direct

presentations to the Board on a regular basis to give the directors

a broader contact with the leadership team.

Detail of members of the Board, and director profiles including

their skills, experience and expertise relevant to their position, and

the period they have held office as a director, can be found in the

“Our directors” section of our 2020 Annual Report.

Role of Chair

The Chair’s role is set out in the Board Charter and includes

leading and managing the Board so that it operates effectively,

and facilitating interaction between the Board and the CEO.

Role of Chief Executive Officer

To enable the effective day-to-day management and leadership

of the Company, the Board delegates the management

responsibilities of the Company to the CEO. The CEO in turn

sub-delegates parts of that authority to senior executives in

the leadership team to enable effective and timely decision

making. The Board meets regularly with management to provide

strategic guidance for the Company and effective oversight of

management.

Role of Company Secretary

The Company Secretary is accountable directly to the Board,

through the Chair, on all matters to do with the proper

functioning of the Board. Each director can communicate directly

with the Company Secretary and vice versa. The role of the

Company Secretary is outlined in the Board Charter.

However, the Board did not consider the Company’s Chair, David

Hearn, to be an independent director in this financial year for the

purposes of the ASX Principles. This is because of David’s previous

limited executive role, which ceased in December 2018, under

which the CEO previously had the capacity to call on David from

time to time to support the Company’s business in Europe and the

UK. This executive role ceased in December 2018. David also held

executive options during this financial year, which were exercised

in full during the year.

Considering his limited executive role during the first half of last

financial year, and the options exercised by David during this

financial year, the Board considers it appropriate that David should

retain his non-independent status during this financial year.

David brings to the Board invaluable perspective on the

development of consumer products markets globally. The Board is

confident that he exercises an independent view and judgement

in his role as Chair and that the CEO has full executive control and

accountability in the organisation.

The Board considers there is an appropriate level of independent

view and judgement exercised by directors, including by Julia

Hoare as Deputy Chair, who is the lead independent director.

This Corporate Governance statement sets out our commitment

to best practice corporate governance in compliance with the ASX

Principles and the NZX Corporate Governance Code. It is current

as at 30 June 2020 (except where otherwise specified) and has

been approved by the Board.

Board size, skills and structure

During the entire reporting period, the Board comprised four

independent non-executive directors and one non-executive

director. In the period 1 July to 9 December 2019 the Managing

Director and CEO (executive director) was also a member of the

Board. The Company’s constitution provides for a minimum of

four directors and a maximum of eight, of which at least two must

be New Zealand residents to comply with the NZX Listing Rules.

The Board has developed a board skills matrix which sets out the

diversity of skills and experience that it has. The matrix, set out in

its collective form reflecting the current Board composition, can be

found on page 46 of our 2020 Annual Report.

The Nomination Committee has considered and is satisfied that

the current composition of the Board reflects an appropriate range

of skills, diversity of backgrounds and experience for the Company

to effectively discharge its responsibilities, but continues to review

and consider Board composition.

Director independence

The Board Charter provides that the Board will, where practicable,

comprise a majority of independent directors.

Director independence is initially assessed upon each director’s

appointment and reviewed each year, or as required when a

new personal interest or conflict of interest is disclosed. For this

purpose, each director is required to bring an independent view

and judgement to the Board and to declare all actual or potential

conflicts of interest on an ongoing basis.

Any issue concerning a director’s ability to properly act as a

director must be discussed at a Board meeting as soon as

practicable, and a director may not participate in discussions or

resolutions pertaining to any matter in which the director has a

material personal interest.

In determining the independence of its directors, the Board

considers guidance for independence, set out in the ASX

Principles, the NZX Listing Rules and the NZX Corporate

Governance Code. Based on those rules and recommendations,

a director is considered to be independent by the Board if he or

she is a non-executive director and free of any interest, position,

association or relationship that could reasonably influence, or

could reasonably be perceived to influence, in a material respect

his or her capacity to bring an independent view to decisions

in relation to the Company, or act in the best interests of the

Company as a whole rather than in the interests of an individual

security holder or other party.

Based on these measures, and the considerations discussed on

page 2, the Board considers that the non-executive directors,

Julia Hoare, Warwick Every-Burns, Jesse Wu and Pip Greenwood,

are independent directors.

The Board considers that, by virtue of her executive role in

the Company as Managing Director and CEO in the period

1 July to 9 December 2019, Jayne Hrdlicka was not an

independent director.

Corporate Governance Statement 2020 3 2 The a2 Milk Company

Board committees
The Board has three standing committees (the Committees) to facilitate and assist the Board in fulfilling its responsibilities. Other

committees may be established from time to time with specific responsibilities as delegated by the Board. The composition of the

Committees as at, and throughout the financial year ended 30 June 2020 was as follows:

MembersIndependentNon-executive

Audit and Risk Management Committee

Julia Hoare (Chair)



Warwick Every-Burns



Jesse Wu



Nomination Committee

Pip Greenwood (Chair)



Julia Hoare



David Hearn



Remuneration Committee

Warwick Every-Burns (Chair)



Pip Greenwood



Jesse Wu



The Committees are governed by Charters, which detail their specific functions and responsibilities. The Charter for each

Committee is reviewed by the Board annually. Copies of the Committee Charters are available on the Company’s website at

www.thea2milkcompany.com/corporate-governance.

Audit and Risk Management Committee

The Audit and Risk Management Committee’s responsibilities are

set out in its Charter, including to:

• ensure the Company meets its financial reporting requirements,

including the preparation and release of yearly and half-yearly

financial statements;

• review the scope and outcome of the external audit;

• review the effectiveness of the Company’s internal controls

regarding all matters affecting the Company’s financial

performance and financial reporting, including information

technology security and control;

• advise the Board on accounting policies, practices and

disclosures;

• review, with management, the adequacy of the Company’s

systems for identifying, managing, and monitoring the

Company’s key risks in accordance with the Company’s Risk

Management Policy;

• keep the Board informed of all significant business risks by

reviewing whether the Group has any material exposures to

strategic, environmental and social sustainability risks, and if so,

to develop strategies to manage such risks; and

• review any incident which indicates a breakdown in the

Company’s risk management framework.

The Committee may have in attendance such members of

management (including the CEO and the CFO) or such other

persons (including the Company’s external auditors) as it considers

necessary to provide appropriate information and explanations.

The Committee meets a minimum of four times each year.

The Committees make recommendations to the Board. They have

no decision-making power except where expressly authorised by

the Board. The relevant qualifications and experience of individual

Committee members are set out in the “Our directors” section,

pages 40 to 41 of our 2020 Annual Report.

The Board Charter requires the Board to review and evaluate

the performance objectives, responsibilities, and processes and

procedures of each Committee on an annual basis in accordance

with such performance measures as may be adopted from time to

time. The Charter of each Committee also requires the Committee

to review and assess its performance, objectives, responsibilities,

and processes and procedures each year to ensure that they are

not unduly complex, are designed to assist the Board in effectively

fulfilling its role and are delivering to a high standard.

Attendance at Board and Committee

meetings

Details of director attendance at Board and Committee meetings

during the year ended 30 June 2020 are provided on page 48 of

our 2020 Annual Report.

A working group of senior managers reviews and reports to the

Committee on the integrity of all information reported in the

Annual Report.

The Audit and Risk Management Committee regularly reports

to the Board about the Committee’s activities, issues and related

recommendations.

Remuneration Committee

The Remuneration Committee meets as required to advise the

Board on the matters outlined in its Charter, including to:

• review the remuneration of the CEO and other senior

executives as the Board may determine; and

• make recommendations to the Board in relation to the

remuneration of the non-executive directors.

The Charter stipulates that the Committee will make

recommendations to the Board, but all decision-making authority

in relation to remuneration remains with the Board.

Remuneration packages are reviewed annually. Independent

external surveys are used as a basis for establishing competitive

packages. A member of the Committee must not be present

for discussions at a Committee meeting on, or vote on a matter

regarding, his or her remuneration. Management may attend

meetings only at the invitation of the Committee.

Following each meeting, the Chair of the Remuneration

Committee provides a report to the Board. The Chair is

also required to provide an annual report summarising the

Remuneration Committee’s activities during the year and any

related significant results and findings.

The Company’s remuneration policies for directors and senior

executives and managers are set out in the “Remuneration”

section of our 2020 Annual Report.

Nomination Committee

The Nomination Committee meets as required to advise the

Board on the matters outlined in its Charter, including the

recommendation of new appointments to the Board.

Every new director appointment that is approved by the

Nomination Committee is considered and decided by the Board as

a whole, considering the range of skills and experience (including

matters such as independence and diversity) that a potential new

director may offer the Board and the ability to fully commit the

time needed to be effective as a director of the Company.

Following each Committee meeting, the Chair of the Nomination

Committee provides a report to the Board. The Chair is also

required to provide an annual report summarising the Nomination

Committee’s activities during the year and any related significant

results and findings.

Nominations, appointments and ongoing

education

The Company’s process for selection, appointment, and re-

appointment of directors is detailed in the Nomination Committee

Charter.

The objectives of the Nomination Committee include to:

• assist the Board in planning the Board’s composition and that

of the Committees;

• advise and assist the Chair and the Board (as applicable) to

review the performance of the Board, the Committees, the

Chair and individual directors;

• evaluate the competencies required of prospective directors,

identify those prospective directors and establish their degree

of independence;

• develop succession plans for the Board; and

• periodically review the Company’s Diversity Policy and annually

review and report to the Board on the Company’s progress

in meeting its current measurable objectives with respect

to diversity, and the effectiveness of the Company’s current

measurable objectives with respect to diversity, including

providing the Board with recommendations as to any updates

that should be made to the measurable objectives for ensuing

reporting periods.

The Nomination Committee recommends to the Board suitable

candidates for appointment as directors. The Committee

considers, among other things, the candidate’s:

• experience as a director;

• skills, expertise and competencies, and the extent to which

those skills complement the skills of existing directors;

• contribution to diversity of Board membership;

• degree of independence; and

• ability to devote sufficient time to the directorship.

The Company undertakes appropriate checks before appointing

a director or senior executive, or recommending a new candidate

to shareholders for election as a director. Such checks have been

undertaken in relation to all current Board members, and will be

undertaken prior to appointment or election of any new Board

recommended director or new senior executive.

The Company provides sufficient information to shareholders

about candidates standing for election for the first time and

directors seeking re-election at an annual meeting to enable

them to make an informed decision on whether or not to elect

or re-elect the person, including their relevant qualifications

and experience and the skills they bring to the Board, details of

any other material directorships or positions currently held by

the person, the term of office already served by the director (if

applicable), the Board’s view on whether the person is or will be

considered to be independent, and a statement by the Board in

respect of whether it supports the election or re-election of the

person.

CORPORATE GOVERNANCE

STATEMENT

Corporate Governance Statement 2020 5 4 The a2 Milk Company

External auditor
The Board has established a framework for the relationship

between the Company and the external auditor, which ensures

that:

• recommendations made by the external auditor and other

independent advisers are critically evaluated and, where

appropriate, applied;

• the ability of the external auditors to carry out their statutory

audit is in no way impaired;

• consideration is given to what, if any, services other than its

statutory audit role may be provided by the auditor;

• any other services provided by the auditor, other than its

statutory audit role, are approved and monitored; and

• the Company has defined policies and procedures in place as

appropriate internal controls to manage risk effectively.

The external auditor is invited to attend the annual meeting of the

Company to answer questions from shareholders in relation to the

audit.

Internal audit function

Deloitte Touche Tohmatsu act as the Company’s internal auditor,

reporting to the Audit and Risk Management Committee.

The internal audit programme is focussed on evaluating the

effectiveness of risk management, control and governance

processes.

CEO and CFO annual declaration

In line with ASX Principle 4.2, the Audit and Risk Management

Committee and the Board receive a declaration for each reporting

period from the CEO and CFO in relation to the Company’s

financial statements, that in their opinion:

• the Group’s financial records have been properly maintained;

• the consolidated financial statements and accompanying notes

comply with generally accepted accounting practice in New

Zealand and International Financial Reporting Standards; and

• the consolidated financial statements and accompanying

notes give a true and fair view of the financial position and

performance of the Group.

This declaration is provided with an assurance that the opinion has

been formed on the basis of a sound system of risk management

and internal control, and that the system is operating effectively

with regard to the identification of material financial reporting risk.

Corporate governance policies

The Company has adopted the following policies, each of

which has been prepared having regard to the ASX Principles

and the NZX Corporate Governance Code and which are

available on the Company’s website at

www.thea2milkcompany.com/corporate-governance.

The Board regularly reviews the performance and effectiveness

of the Company’s corporate governance policies and procedures

and, if appropriate, amends those policies and procedures or

adopts new policies or procedures, to uphold the integrity of the

Company’s corporate governance framework.

On joining the Board, each director receives a formal letter of

appointment outlining his or her duties and obligations, and

participates in an induction programme, which provides such

information and advice as may be considered necessary or

desirable relating to his or her appointment to the Board.

To ensure ongoing education, directors are regularly informed of

developments that affect the Company’s industry and business

environment, as well as company and legal issues. Directors receive

comprehensive Board papers and briefing information before

Board meetings and have unrestricted access to management and

any additional information they consider necessary to perform

their roles as directors effectively. Directors are also encouraged to

undertake appropriate training to remain current on how best to

perform their duties as directors.

A director may obtain independent professional advice relating to

the affairs of the Company or his/her responsibilities as a director

or Committee member. Where the director has the approval of

the Board Chair to obtain independent professional advice, the

Company will meet the reasonable costs of such advice.

Performance review of the Board, Board

committees and individual directors

The Board recognises that the performance of the Board and

its Committees is pivotal to the Company’s success and to the

protection of the interests of shareholders. The Board regularly

reviews and evaluates the performance objectives, responsibilities,

processes and procedures of the Board and each Committee.

During this reporting period the Board worked through the

recommendations set out by the consultant engaged in the

previous reporting period to undertake an extensive performance

review of the Board, its committees, and individual directors.

Formal performance evaluations are to be undertaken during

FY21.

Internal financial control

The Board, advised by the Audit and Risk Management

Committee, is responsible for the Company’s overall system of

internal financial control.

The CFO is responsible to the CEO for ensuring that all operations

within the Company comply with the Board approved financial

control policies.

Under its Charter, the Audit and Risk Management Committee

is responsible for regularly reporting to the Board, including

the results of the Committee’s review of the Company’s risk

management and internal control systems. The Board is also

required, under the Risk Management Policy, to undertake

an annual review of the effectiveness of the Company’s risk

management and internal control system.

The Company’s values

The Company’s purpose and five core values are set out below,

and discussed on pages 24 to 33 of our 2020 Annual Report.

These values define the Company and what it does in order to

create value for the Company’s consumers, people, commercial

stakeholders and the community in which the Company operates.

The Company’s purpose

We enrich lives by harnessing the nutritional wonders of nature.

The Company’s values

Bold passion

Driven to realise our amazing potential as a company and as

individuals.

Pioneering spirit

Unconventional open-minded thinking that re-imagines the

possibilities; outcome driven.

Humility

We’re never done growing, discovering; and have a willingness to

continually iterate and learn.

Respect

Seek to understand and appreciate difference in all its forms.

Integrity

We do the right thing for our consumers, partners, people ...and

our cows.

Code of ethics

The Company expects its directors, officers and employees

to conduct themselves in accordance with the highest ethical

standards of corporate and individual behaviour. The Company’s

Code of Ethics is designed to set out the practices which are

necessary to maintain confidence in the Company’s integrity.

Directors, officers and employees are required to comply with both

the spirit and letter of all laws which apply to the Company and to

the principles of the code.

The Company requires all directors, officers and employees who

become aware of an actual or suspected violation of the code

or wrongdoing by a director, officer or employee to report to a

nominated reporting person. This process allows for confidential

reporting of any potential violation without disadvantage to the

employee.

Continuous disclosure policy

The Company has adopted a set of procedures and guidelines

to ensure that it complies with its disclosure obligations in

accordance with all applicable legal and regulatory requirements,

including the NZX Listing Rules and the ASX Listing Rules. Subject

to recognised exceptions, this ensures the timely disclosure to the

ASX and the NZX of any information concerning the Company

which is not generally available and which a reasonable person

would expect to have a material effect on the price or value of the

Company’s securities.

Risk management policy

The Company recognises that risk management is an inherent part

of growing and developing the business, and that the Company’s

ability to identify and address risk is central to achieving its

corporate objectives. Effective risk management anticipates risk,

develops strategies to manage risk and enables the Company to

capitalise on opportunities that bring value to shareholders. The

Company’s risk management programme assists the Company to

identify, assess, monitor and manage its business risk, including

any material changes to its risk profile.

Ongoing risk management is a core component of the

management of the Company. The Company’s risk management

approach is supported by:

• a robust risk governance framework overseen by the Board and

supported by the Audit & Risk Management Committee;

• a strong and experienced management team with relevant

expertise in local markets;

• clearly articulated levels of authority and approval processes;

• established risk identification tools including the Group Risk

Register;

• adequate external insurance cover in place, appropriate to the

Company’s size and risk profile; and

• an internal audit function providing supplementary review of

the internal control framework.

Under its Charter, the Audit and Risk Management Committee

is responsible for providing assessments to the Board of the

adequacy, effectiveness and efficiency of the Company’s risk

management and internal control process. The Board must

also annually, under the Risk Management Policy, review the

effectiveness of the Company’s risk management and internal

control system. A review of the Company’s risk management

framework has been conducted in the reporting period by the

Audit and Risk Management Committee. Whilst no significant

changes were made to the framework or policy, a number of

enhancements have been adopted relating to risk categorisation

and the risk assessment criteria; and by prescribing actionable

mitigations.

Regular communication between management and the Board

supplements the Company’s quality system, complaint handling

processes, employee policies and standard operating procedures

which are all designed to address various forms of risks.

Identification of significant sources of risk and our response to

those risks can be found in the “Risk management” section on

pages 34 to 37 of our 2020 Annual Report.

CORPORATE GOVERNANCE

STATEMENT

Corporate Governance Statement 2020 7 6 The a2 Milk Company

Global whistleblower policy
The Company adopted a new Global Whistleblower Policy

during the year which reflects new legislative requirements on

whistleblowing. An independent hotline service operated by

Deloitte has been established to facilitate anonymous disclosures

by employees and other stakeholders regarding any concerns

that the Company or its people are failing to meet ethical or

legal commitments. All material incidences reported under the

Global Whistleblower Policy are reported to the Audit and Risk

Management Committee.

Global anti-bribery and anti-corruption policy

The Company adopted a new Global Anti-bribery and Anti-

corruption Policy during the year. The Company does not tolerate

any form of bribery or corruption and is committed to ensuring

that business is conducted according to ethical, professional and

legal standards in a fair, honest and open manner. The Audit and

Risk Management Committee is responsible for oversight of the

Global Anti-bribery and Anti-corruption Policy.

Health and safety

The Company is committed to the health, safety and wellbeing of

its people. This commitment starts with the Board. The directors

visit the Company’s sites to gain first-hand understanding of the

systems in place, and health and safety reports are reviewed at

each Board meeting. Reporting is focused not only on injuries

but also safety observations, which are an important part of an

improving health and safety management system. During the

year, there were no lost time injuries and two medical treatment

injuries, arising from two incidents.

The Company’s workplace health and safety regime includes:

• a framework to assist the Board and senior management

with the identification, control, reporting, investigation and

monitoring of health and safety risks to the Group;

• use of qualified external consultants to ensure compliance with

relevant laws in each jurisdiction and to identify improvement

opportunities;

• Board prioritisation of health and safety performance,

facilitated through monthly formal review and Board updates,

to ensure a strong focus on health and safety in the workplace

is maintained; and

• health and safety training and supervision for employees.

Indemnities and insurance

The Company has provided Deeds of Indemnity to all directors for

potential liabilities and costs they may incur for acts or omissions

in their capacity as directors of the Company and its subsidiaries.

Directors’ and officers’ liability insurance is in place for directors

and officers acting on behalf of the Company.

Protocols in the event of a takeover offer

The Board has established protocols that set out the procedures to

be followed in the event of a takeover offer to assist directors and

management with the response to unexpected takeover activity,

including governance, conflict and communications protocols for

takeover response.

Shareholder communication policy

The Company has adopted a Shareholder Communications

Policy which outlines the Company’s approach and commitment

to effective communication with shareholders. The Company

uses numerous modes of communication, including electronic

communication, to ensure that its communications with

shareholders are timely, clear and accessible. The Company

provides investors with comprehensive and timely access to

information about itself and its governance on its website

at www.thea2milkcompany.com. The website includes

copies of past annual reports, results announcements, other

NZX and ASX announcements, media releases and general

Company information.

Shareholders are invited to attend the Company’s annual meeting,

either in person or by representative. The Board regards the annual

meeting as an excellent forum in which to discuss issues relevant

to the Company and accordingly encourages full participation

by shareholders. Shareholders have an opportunity to submit

questions to the Board and to the Company’s external auditor.

Shareholders may also attend and participate at the meeting

virtually, via an online platform provided by the Company’s

share registrar.

Diversity policy

The Company’s Diversity Policy, including gender diversity goals, is

discussed in the “How we create value” section, page 26 of our

2020 Annual Report.

Securities trading policy

The Company’s Securities Trading Policy applies to directors,

employees and contractors wishing to participate as shareholders

in the Company.

Under New Zealand and Australian legislation, the insider trading

laws operate to prohibit people in possession of non public price

sensitive information from dealing in securities or passing on

that information to other people who may deal in securities. The

Company’s policy is designed to protect directors, employees and

their associates, as well as the Company’s shareholders against

acts of insider trading that, either willingly or unknowingly, would

disadvantage holders of the Company’s securities.

The policy employs the use of blackout periods to restrict directors,

officers, senior executives, and their associates, together with

other persons identified by the Company from time to time, from

trading during times where sensitive, non-public information may

be held. In addition, those persons must notify the Company in

advance of any proposed dealing in the Company’s securities.

Under the terms of the policy, directors, officers, senior executives,

and their associates are prohibited from entering into hedging

transactions which operate to limit the economic risk of their

securities in the Company (including under any equity-based

remuneration scheme) without first obtaining written approval

and must notify the Company and receive written clearance

before engaging in any margin or securities lending arrangements

or granting a security interest or other encumbrance over

Company securities.

CORPORATE GOVERNANCE

STATEMENT

thea2milkcompany.com

8 The a2 Milk Company

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