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Annual Report Published

Annual Report26 October 2020SMLConsumer Staples

ANNUAL REPORT 2020ANNUAL REPORT 2020

Synlait’s commitment to elevating
people and planet to the same level

as profit was recognised in June

2020 when it became part of the

B Corp™ community.

B Corp™ is a community of leaders

driving a global movement of people

using business as a force for good.

Certified B Corporations™ consider

the impact of their decisions on

their workers, customers, suppliers,

community, and the environment.

This movement resonates strongly

with Synlait’s purpose of Doing Milk

Differently For A Healthier World.

Learn more about what being a

B Corp™ means for our people,

our community, and our customers

at: synlait.com/bcorp

Did you know

Learn more

REPORT ICONS

Welcome to our Annual Report.

This annual report reviews

Synlait Milk Limited’s (Synlait) and

subsidiaries financial performance

and business achievements for the

year ended 31 July 2020.

It represents our first step towards

adopting Integrated Reporting

methodology. We have been guided

by the principles of Integrated

Reporting to demonstrate to you, our

shareholders, how we create value.

Driven by our purpose of Doing Milk

Differently For A Healthier World

we are making genuine progress

to diversify Synlait and progress

our ambition, which we call: 2 +

Zero. We are well placed to deliver

sustainable growth for you, while

balancing people, planet and profit in

our decisions. We hope you find our

progress encouraging.

We always look for ways to improve

our reporting, please email any

feedback to: investors@synlait.com

An online copy of this report and

our previous annual, interim and

sustainability reports are available

at: synlait.com/investors/

ABOUT THIS

REPORT

For shareholders interested in

Synlait’s environmental and social

impact, a standalone sustainability

report will be released in November.

This report will review Synlait’s

strategy and initiatives to deliver

on our sustainability objectives

and targets.

It is our intention to merge the

sustainability report into the annual

report over time.

SUSTAINABILITY

ANNUAL REPORT 2020

Our differentiated milk supply is what
sets Synlait apart and enables us to

manufacture specialty products with a

higher value. Special milk programmes

require farmers to add value for our

DIFFERENTIATED

MILK SUPPLY

customers behind the farm gate, such

as a1 protein-free, Lead With Pride

TM

or

grass fed milk. We recognise this value

by paying premiums on top of our

base milk price.

Tankers line up to unload at the Synlait Dunsandel

milk reception bay.

PAGE 02 & 03ANNUAL REPORT 2020

Synlait Dunsandel
CONTENTS

About this report 01

Highlights from the year 06

Chair review 08

CEO review 14

Our strategy: Heart. Head. Hands. 18

How we create value 22

Where we operate 24

Where our milk goes 26

What matters to us and why 28

Two decades of progress 30

Our Board 36

Our executive team 38

CFO review 42

First impressions 42

Financial and performance metrics 44

Milk price 45

Review of financial performance 46

Financial contents 57

Financial statements 57

Auditors report 128

Corporate governance 133

Statutory information 153

Directory 170

ANNUAL REPORT 2020PAGE 04 & 05

`
RESULTS AT

A GLANCE

*All comparisons in this document are to the 12 months to 31 July 2019 (FY19) unless stated otherwise 

Synlait remains a solid and highly

profitable business despite

COVID-19.

EBITDA grew strongly

demonstrating the strength of our

infant and lactoferrin businesses.

NPAT reduced reflecting

investments in new facilities and

acquisitions over the past two

years to create new opportunities

for growth.

We continue to balance people

and planet with profit.

ACHIEVEMENTS AT

A GLANCE

27%

REVENUE

$

1.3B

9%

N PAT

$

75.2M

15%

CONSUMER-PACKAGED INFANT


FORMULA SALES

49,180MT

13%

EBITDA

$

171.4M

9%

GROSS PROFIT

$

203.7M

46%

LACTOFERRIN SALES

30MT

CORE INFANT BUSINESS

CONTINUES TO PERFORM 

SYNLAIT POKENO

COMMISSIONED 

NEW MULTINATIONAL CUSTOMER

OPPORTUNITY BEING FINALISED

DAIRYWORKS AND TALBOT

FOREST CHEESE ACQUIRED 

B CORP™ 

CERTIFIED 

MANAGING THROUGH

COVID-19 WELL

ENGAGEMENT AT

RECORD LEVELS 

HIGHLIGHTS FROM THE YEAR

INVESTMENT IN THE

PLANET REMAINS A FOCUS 

MANUFACTURING

EXCELLENCE CONTINUES

PAGE 06 & 07ANNUAL REPORT 2020

In this, our eighth report to
shareholders since we listed the

company in July 2013, I am pleased

to report that our purpose of Doing

Milk Differently For A Healthier

World has proven its resilience and

value when viewed against several

significant challenges.

Sadly, the world is not healthier

since I last wrote to you. We have all

faced extraordinary challenges due

to COVID-19. Synlait’s purpose was

critical to our pandemic response and

I am pleased to report that despite

COVID-19 we made significant

strategic progress and delivered a

strong financial performance in the

year to 31 July 2020.

A strong result in an extraordinary year

Synlait remains solid and profitable

with EBITDA showing our core

business is growing strongly, up 13% to

$171.4 million. This is however behind

the rate originally planned for when we

built our new facilities, with customer

opportunities taking longer than

expected to materialise. NPAT was

$75.2 million, which is consequently

down on the 2019 financial result,

reflecting manufacturing overheads

and financing costs absorbed as we

invest for future growth.

COVID-19: the opportunity and the

challenge for our industry

Synlait is primarily an export-focused

company. For that reason, world

markets are extremely important to

us. Our new reality is that COVID-19

will have a long-term impact on

what was a strongly growing world

economy until the virus emerged.

Our core business is the

manufacturing of essential food

to relatively affluent middle classes

who can afford optimal nutrition.

This is still the case, but when

overlaying a global recession and

people’s ability to afford premium

products, sales of high-value items

will be impacted to some degree.

However, there is no doubt that

high-quality, nutritious, sustainable,

New Zealand-made products will

continue to be in demand.

This situation is not unique to Synlait.

In a world challenged economically

due to COVID-19, relatively expensive

animal and dairy-based proteins will

be tested due to consumers reduced

buying power. We expect plant-based

foods will make headway. We need

to monitor trends and be prepared

and agile to participate in a way that

creates value.

If we look at New Zealand’s export

story, it is a great platform to operate

on – a clean, green image with an

excellent record of food quality and

safety. The strength of the food

and fibre sector, and its importance

to New Zealand’s economy, was

showcased during COVID-19.

Despite recent community outbreaks

our country has remained relatively

COVID-free compared to our global

peers. Hopefully, we can keep adding

CHAIR

REVIEW

this layer of positivity to Synlait’s

brand story.

Our internal response to COVID-19

was admirable. Management and

employees re-organised early to

ensure production would continue

in a safe way. Our manufacturing

teams were extremely resilient during

New Zealand’s COVID-19 lockdown

with increased demand for fresh

milk, cream, cheese and infant

formula due to changing consumer

behaviours and pantry stocking.

We maintained operational and supply

chain continuity while responding

quickly to our customers changing

demand profiles.

This was well supported by our

administration team who worked from

home. Everyone adapted swiftly and

without complaint to working virtually.

A testament to Synlait’s culture,

agility and resilience.

We were therefore well-prepared for

the subsequent community outbreak

and continue to remain prepared

should the virus spread again.

Implementing our strategy

Despite these challenges,

Synlait made considerable gains

by continuing to implement and

execute our strategy throughout

the financial year.

To date, our success has been largely

based on our core infant nutrition

business, which has grown strongly

and is integral to our strategy and

profitability. On the other hand,

the Board and management have

the view that we have become too

reliant on a single product – infant

formula, a single site – Dunsandel,

a single market – China, and a single

customer – The a2 Milk Company.

We achieved geographical site

diversification with the commissioning

of Synlait Pokeno. The next phase

was to diversify our product range.

We needed to attract a customer

who would lead us to new markets

and categories. While China remains

extremely important, we wanted to

diversify in terms of geography as

well as customer-base.

This process is progressing well

and as signaled last month a new,

multinational customer opportunity

is being finalised.

The Supreme Court appeal regarding

Synlait Pokeno was unfortunately

necessary this year. We are still

awaiting a judgment but remain

confident of a favourable outcome.

We are pleased this has not impacted

our ability to attract a new customer.

We consider it unlikely that an

adverse decision at the Supreme

Court or subsequent proceedings

would result in a materially negative

impact on our ability to continue to

operate Synlait Pokeno.

Perhaps the most notable strategic

progress this year was the acquisition

of two existing cheese businesses –

Talbot Forest Cheese and Dairyworks

– as pillars of our Everyday Dairy

strategy. This marked the first time we

have brought existing businesses into

our network. Dairyworks provided

us with instant scale in the cheese

sector, new growth opportunities,

and a diversified earnings base.

We are now closer to Australasian

consumers and own a fully vertically

integrated value chain.

DID YOU KNOW

Dairyworks is a New Zealand leader

in the Everyday Dairy category,

with a growing Australian presence.

It supplies New Zealand consumers

with almost half of its cheese,

a quarter of its butter, as well as milk

powder and ice cream. Learn more

at: dairyworks.co.nz

PAGE 08 & 09ANNUAL REPORT 2020

Finally, Synlait’s strategic decision
to elevate people and planet to the

same level as profit was recognised

by the company becoming a Certified

B Corporation™ (B Corp™) in June.

We joined more than 3,300 B Corp™

businesses across 71 countries

who have undertaken a stringent

assessment process which measures

a business’s ongoing impact on its

workers, community and suppliers,

customers, governance and the

environment.

Refreshing our leadership

In 2019 the Board commissioned

a comprehensive review of its

capability and succession planning.

This highlighted that we have had

relatively few Board changes since

listing, though in the context of Synlait’s

rapid growth, stability of representation

was considered important.

This is about to change with Bill Roest

retiring. Bill joined the Board in 2013 as

a highly qualified former Chief Financial

Officer and professional Director.

He has Chaired the Audit and Risk

Committee since joining Synlait and

has done a superb job overseeing our

capital requirements and bond offers

as well as contributing strongly to the

overall governance of our company.

The Board will nominate Simon

Robertson as its preferred candidate

to replace Bill at our annual meeting

in November. Simon has extensive

executive and governance experience

in finance, strategy, risk, operations,

technology and stakeholder

management. His skills align with

Synlait’s growth priorities and he is

passionate about working in NZX-listed

environments having been the former

Chief Financial Officer of Auckland

International Airport. We hope you

will support us in endorsing Simon’s

Board candidacy.

Under the succession plan, my own

term comes to an end next year, and I

do intend to stand down and make way

for a suitable replacement at that time.

Synlait has continued to develop at a

rapid pace. In his second year as CEO,

Leon Clement, has certainly responded

well to the challenges. The Board is

very pleased with his performance,

strategic development and leadership.

Leon has also done a great job

developing the executive team.

While we said goodbye to our former

CFO, Nigel Greenwood, Leon has

been able to attract and recruit new

talent with Angela Dixon (CFO) and

Mark Toomey (Director, Operations)

joining the team. Angela and Mark

bring experience from their careers

in significant corporates which will

assist Synlait as it enters the next

phase of growth.

It has been a challenging year for

many reasons. I thank my fellow

Directors, our leadership team and

employees for stepping up and

responding so positively.

Where to from here?

The Board’s focus for the next financial

year is to continue growing our core

infant nutrition business while delivering

returns on our investments and

diversification initiatives. Having built a

world class facility in Synlait Pokeno and

seeing a slower growth trajectory than

anticipated, we need to ensure our new

facilities are fully utilised through new-

customer development. We are also

focused on the integration of Dairyworks

and Talbot Forest Cheese and the

commissioning and product verification

of Synlait Dunsandel’s long-life facility.

Synlait has developed a track record

of delivering high returns on capital

by investing in a differentiated value

chain to meet customer needs, and

we are confident that our recent

investments will be no different.

We acknowledge that our share

price has experienced some

pressure as we work to achieve our

growth ambitions. The Board remain

confident that these investments will

drive an improved return for you, our

shareholders, over the long-term.

As an essential industry the impact

of COVID-19 on supply and demand

has not been a severe as on other

sectors and therefore the financial

performance of Synlait was relatively

resilient when viewed against the

backdrop of a global pandemic.

We do have a strong and profitable

business, but we acknowledge there

are market headwinds and unused

capacity that will restrict our short-

term financial performance until

fully utilised.

Outlook

There continues to be significant

global uncertainty regarding COVID-19.

While Synlait has proven its ability to

maintain operational continuity over

recent months, in terms of demand

for the products it manufactures,

it expects:

• Consumer-packaged infant

formula volumes to be similar

DID YOU KNOW

A team of more than 30 Synlait

staff were engaged to complete

the comprehensive B Impact

Assessment. The process took more

than a year and Synlait’s accreditation

will be reviewed every three years.

Synlait will use the assessment as

stimulus to continue to make positive

change within the company.

year-on-year, with lower demand in

the first half of FY21 due to higher

than normal stock levels in the

supply chain. Synlait expects a

return to growth in the second half

of FY21 once stocks have cleared.

• Strong underlying EBITDA

and operating cash flows to

continue, with growth delivered

from a full year of Dairyworks

earnings and the integration of

Talbot Forest Cheese.

• No disruption to manufacturing

or demand for its ingredient and

lactoferrin business.

This guidance is subject to the

unpredictable effects of COVID-19,

with consumer behaviour, channel

dynamics and supply chain

disruptions all subject to change.

This is offset by the carrying costs

of investing in Synlait Pokeno and

Synlait Dunsandel’s Advanced Dairy

Liquid Packaging facility. Earnings

from these investments are expected

to be delivered in FY22 and beyond. 

As previously disclosed, Synlait is in the

process of finalising a long-term supply

agreement with a new, multinational

customer for packaged products which

is expected to have a positive impact

on earnings from FY23.

Against this, we are targeting a

similar, or slight improvement on,

our FY20 NPAT result.

A further update will be provided

at Synlait’s half year result in

March 2021.

Thank you for your ongoing support.


Graeme Milne ONZM

Synlait Chair

PAGE 10 & 11ANNUAL REPORT 2020

Milk reception bay, Synlait Dunsandel
PAGE 12 & 13ANNUAL REPORT 2020

Kia ora Synlait whānau
When I reflect on the last financial

year it is hard not to think about

COVID-19. Organisations can be their

most creative in times of uncertainty,

and when the future is difficult to

predict being adaptable and resilient

is an asset. Our team’s response

to the pandemic was first class, but

COVID-19 also confirmed that our

strategy to create a strong, diverse

company, is more relevant given the

uncertain world ahead.

The financial year to 31 July 2020 saw

us deliver strong growth in our core

business and make genuine progress

to further diversify Synlait.

We are building a sustainable,

diverse and recurring revenue base

that comes from multiple customers,

sites, markets and categories, while

balancing the needs of people,

planet and profit in our decisions.

Strong underlying performance

achieved

It was great to see our strong growth

momentum continue in this current

environment with revenue up 27%

to $1.3 billion. EBITDA rose 13% to

$171.4 million demonstrating our core

business strength, driven by the strong

relationship we have with The a2 Milk

Company, increased sales from a full

year’s production from our expanded

lactoferrin facilities, and our ability to

extract margins from the raw milk we

source. We see opportunities to keep

growing as the focus on operational

efficiency, utilisation and waste

reduction continues.

NPAT fell 9% to $75.2 million

reflecting strategic investments

and acquisitions over the past two

years to achieve our diversification

ambitions. We acknowledge that a

less ambitious strategy may have

resulted in a stronger short-term NPAT

performance, but it would not have

created the growth capacity we now

have or addressed our strategic risks.

Yes, we were disappointed when

downgrading our performance in

February due to changing market

dynamics and demand outlook for

some of our products. This highlighted

our over-reliance on a narrow set of

value drivers that can quickly change,

again reinforcing the importance of our

diversification strategy. Our recovery

in the second half, especially given

COVID-19, gives us confidence in just

how agile and resilient we can be.

There are simply too many stories to

mention, but I am proud of how our

team responded here.

Progressing towards our ambition:

2 + Zero

Our purpose of Doing Milk Differently

for A Healthier World keeps us on

track. Our ambition is a simple formula

for success: 2 + Zero. Our goal is to

achieve $2 billion in revenue.

The + part of our equation talks to

people and planet. Our goal is to

have a net positive impact on our

environment and communities,

CEO

REVIEW

and to create a positive place to

grow with 100% team engagement.

We are balancing people and planet,

with profit, in all decisions.

The Zero focuses on a fundamental

part of our business – keeping our

people safe, our focus on quality,

and reducing all forms of loss. Zero

injuries, Zero defects and Zero losses.

We believe this is possible.

Our progress over the last year

towards 2 + Zero was satisfying.

Revenue is up 27%, staff engagement

is at record levels, we became

a Certified B Corporation™, Total

Recordable Injury Frequency Rate

(TRIFR) is down 38% and our right

first-time performance lifted 34%.

Setting the foundations to diversify

In last year’s annual report, Synlait

was to an extent, one-dimensional.

We had an infant nutrition business

focused predominantly on our

strategic partnership with The a2

Milk Company, and a freshly-inked

fresh milk and cream contract with

Foodstuffs South Island. We were

also reliant on one site, Dunsandel,

predominantly manufacturing infant

formula for China. Twelve months on

we are in better shape.

Customer diversification

We have taken a major step towards

achieving a strong, diverse but

complementary customer portfolio.

In less than two years we have moved

from one key relationship to several,

creating a well-rounded and long-

term customer portfolio,

which includes: The a2 Milk Company,

a fast-growing player in China;

Foodstuffs South Island, a domestic

New Zealand retailer; and the new,

multinational customer opportunity,

that utilises Synlait Pokeno, which we

are working to finalise.

These relationships are supported by

a balanced portfolio of multinational

ingredient and lactoferrin customers,

while the Dairyworks and Talbot

Forest Cheese acquisitions enable us

to connect directly with consumers in

a complementary category that help

us optimise our milk supply.

Market diversification

We are also broadening our markets

effectively. Foodstuffs South Island,

Talbot Forest Cheese and Dairyworks

provided instant market share in

Australia and New Zealand. These

markets are experiencing strong

sector growth as consumers seek

nutritional products that support

better health. Synlait is excited to play

a role in this journey.

China remains our largest export

market. However, there are real,

albeit nuanced, shifts happening in the

regulatory landscape. We are seeing

sentiment shift towards increased

consumer trust in Chinese-made infant

formula and retail channels, which

along with the regulatory landscape,

is accelerating market consolidation.

This represents opportunity and risk for

Synlait, and while we must continuously

adapt, we remain highly committed to

playing an important role in this critical

market with our strategic partner and

shareholder The a2 Milk Company.

We are well positioned to continue

enabling The a2 Milk Company’s

growth aspirations via our

highly integrated infant formula

manufacturing organisation that

meets China’s high standards.

Navigating regulatory environments

is core to our value proposition

and service. The renewal process

required for canned infant formula to

be physically sold in Chinese stores

every five years is well progressed.

New Zealand’s reputation as a trusted

source of safe dairy nutrition has

also been reinforced by our country’s

response to COVID-19.

Site diversification

We removed our single site and milk

pool risk with the commissioning of

Synlait Pokeno, some 1,000 kilometres

from Synlait Dunsandel. This facility

has considerably de-risked Synlait

and provides optimisation benefits

in the way we manufacture. We now

have two infant capable facilities and

a1 protein free milk pools at both

ends of New Zealand. Synlait Pokeno

is a world class facility. Its quality

is evidence of our experience built

through designing, commissioning and

operating these facilities over

the past 10 years.

Category diversification

Our core Infant Nutrition category

remains solid and profitable.

As previously indicated, we are

PAGE 14 & 15ANNUAL REPORT 2020

working to finalise a new multinational
customer opportunity which expands

our category reach.

Our Everyday Dairy strategy made

another step forward in April following

the Dairyworks acquisition. The focus

here is on bringing Talbot Forest

Cheese and Dairyworks together

to create a uniquely integrated

value chain to enhance our market

competitiveness and realise synergies.

This category also includes the fresh

milk and cream line we operate for

Foodstuffs South Island, which we

had our first full financial year of sales

from. The operational performance of

this line is now exceeding expectation

and increased demand during

COVID-19 was met with almost 100%

accuracy. Fresh milk sales rose 2.8%

and cream 20% during COVID-19.

Our Foodservice category is being

established with the focus on

functional UHT whipping creams.

Progress was initially delayed

due to commissioning challenges

on the fresh milk and cream line.

Subsequently, commissioning the

new UHT line has been further

impacted due to COVID-19 as it has

been difficult to get the technical

capabilities required to New Zealand.

With just over 10 years’ experience in

producing powdered products, lessons

are being learnt and our new Director

Operations, Mark Toomey, is using

his beverage sector experience to

drive this project forward. We remain

confident in this opportunity and our

strategy. First sales are expected at the

end of this financial year.

Our strategic concentration risk has

materially reduced over the last year,

while maintaining underlying earnings

growth in our core business. This

approach came with risk as we built

in front of the demand curve and

acquired complementary businesses,

but it is in our DNA to be ambitious

and move at pace. We still have work

to do, but we have achieved our

underlying goal of laying the foundations

to build a more diversified Synlait.

Investment in people and the planet:

growing in a balanced way

We are pursuing shareholder value

creation in a way that enhances the

needs of people and the planet.

We believe that one drives the other,

therefore sustainable thinking is core

to what we do. Our investments,

and the choices we make, will lead

us to being net positive for the planet

and help all to thrive.

Our environmental and social

progress was recognised in June

when we became a B Corp™. We

publicly pledged to use business

as a force for good and intend to

be transparent about our goals and

progress towards them. We are

committed to creating a future of

sustainable farming and integrated

food production. This is our core

value proposition and we believe it

will continue to create value in many

ways for our company.

We have some great plans forming

to reach our off-farm GHG emissions

reduction target of -50% per kilogram

of product by 2028. For example,

we trialled substituting coal for wood

pellets in one of our Dunsandel

boilers, which has the potential to

remove 30% of the coal we burn.

Whakapuāwai, our native tree planting

programme at Synlait Dunsandel,

is progressing. The nursery has been

constructed and 11,000 trees planted.

I am really inspired by our team’s

commitment to this project. We are

truly living Synlait’s purpose here.

Our operational response to

COVID-19 was also an indicator of

our team’s commitment to Synlait and

a driver of engagement. Those who

were needed to run our facilities did

so in the knowledge that they were

safe and contributing to our company

and country’s economy. We were

privileged to be one of the fortunate

few operating as an essential service.

We keep a close watch on

engagement with a quarterly

measurement programme. We use

Gallup’s Australia, New Zealand and

Oceania database as a benchmark

which has seen us move from the

65th to 82nd percentile over the

last year, demonstrating our people

understand Synlait’s purpose and

know how to contribute to it.

High engagement correlates

to health, safety and wellbeing.

In FY18, TRIFR was 18.9

and now it is 8.5. We have work to

do, but progress is encouraging.

The next step is to ensure a

consistent approach at Dairyworks

and Talbot Forest Cheese.

Our focus for the year ahead

Our core business is sound and

producing solid returns on capital.

We are approaching the end of a

substantial investment period into

manufacturing capacity and people.

While this has, for now, had a short-

term impact on our bottom line,

it has set us up to deliver earnings

growth to become a more diversified

company. We have the facilities

and capability to respond to market

opportunities, whether they are

new customers, changing consumer

tastes, or new products.

To ensure we optimise our

performance, we will be focused

on three areas this year.

The first is an intense focus on our

customer relationships. We must

focus on embedding new customer

partnerships and continuing to grow

existing ones.

The second is the need to fully

optimise our assets and create

value. We have invested in strategic

facilities. It is time to make sure these

investments work for us, and you.

We are focused on running our

facilities smarter and more efficiently.

The third is the simplification and

standardisation of our structures and

systems. We will continue to build an

organisation that is future-ready,

and a culture that supports our

purpose and ambition.

This is a year to consolidate, focus,

and set ourselves up for success.

Not all the assumptions we made when

we invested in our facilities have played

out. Our world has changed, and so

must we. We are not going to dwell on

what did not work, we are going to do

what we need to do to keep creating

value for you, our shareholders.

I want to thank those who have been

part of the Synlait story.

Our team delivered a strong result

in exceptional circumstances. I leave

this financial year proud of Synlait,

its people and, and our performance.

Ngā manaakitanga


Leon Clement

Synlait CEO

DID YOU KNOW

Whakapuāwai was launched by Prime

Minister Jacinda Ardern in December

2019. Our staff receive one paid day

per year to plant natives as a way

of supporting commitments to our

farmers and communities to jointly

restore land in Canterbury.

PAGE 16 & 17ANNUAL REPORT 2020

OUR STRATEGY
$2 billion in revenue

Zero injuries

Zero defects

Zero losses

A Healthier

Synlait

Infant Nutrition

Everyday Dairy

Sports Nutrition

Foodservice

Next Big Thing

2

+

ZERO

World Class

Value Chain

Net +ve impact on

planet and communities

+ve place to grow with

100% engagement

Net Positive for

the Planet

DOING MILK

DIFFERENTLY FOR A

HEALTHIER WORLD

DOING MILK DIFFERENTLY

FOR A HEALTHIER WORLD

HEART OUR PURPOSEHEAD OUR AMBITIONHANDS OUR STRATEGY

PAGE 18 & 19ANNUAL REPORT 2020

Blending and canning operator carrying
out quality control at Synlait, Dunsandel

DID YOU KNOW

When running at capacity, our

Dunsandel and Auckland blending

and canning lines tip 6,500 kgs of

dry powdered ingredients, including

essential vitamins and minerals,

per hour into a very large blender

to make infant formula.

ANNUAL REPORT 2020PAGE 20 & 21

WHAT WE DO
HOW WE

CREATE VALUE

WHAT WE HARNESS

Social

Customers, farmer suppliers, regulators,

community

Human

New Zealand and China-based staff

Strengths-based approach to development

Health and safety leadership

Physical

Owned New Zealand-based assets

Integrated manufacturing systems

Financial

NZX/ASX listings

Long-term strategic shareholder base

linked to growth markets

Shareholder capital

Intellectual

Lead with Pride™ programme

Expertise to design, build and operate

world-class facilities

Innovation centre

Natural

Water, energy, land, milk

OUTCOMES

Nutritional, safe products

Health and essential nutrition

Trusted brands, product traceability

Extensive product range

Industry challenger

Recognised for on-farm sustainability

standards: Lead With Pride™

Catalyst for change

Long-term, high-growth partnerships

Market access

Achieved due to regulatory and

quality accreditations

Capability to grow

Talented employees

Innovative and agile culture: Kotahitanga

World-leading engagement results

Safety record improving

Environmental stewardship

On-track to reduce on-farm and off-

farm environmental impacts

Certified B Corp™

Financial capability

Lead With Pride™ incentive payments

Competitive margins

Access to capital for growth

Revenues reinvested

On-farm

Reward New Zealand’s most

innovative farmer suppliers

Source differentiated milk streams

Operations

Operate world-class facilities

Process differentiated milk streams

Implement best practice food safety,

quality and regulatory systems

In-house laboratory

Products

Invest in infant nutrition, ingredients and

everyday dairy

Customers

Develop and manufacture specialised

products for global brands

Sustainability

Set industry-leading targets and roadmaps

DOING MILK DIFFERENTLY FOR A HEALTHIER WORLD

PAGE 22 & 23ANNUAL REPORT 2020

Synlait Dunsandel (838 people)
Our homebase. As well as being our primary manufacturing facility, Synlait

Dunsandel has an administration office and is where Whakapuāwai is based,

our environmental programme which includes an industrial scale nursery.

WHERE WE

OPERATE

We have a history of bringing out

the best in nature and unlocking

its potential through new thinking,

new technologies and new attitudes.

We have grown to operate across eight

DID YOU KNOW

80% of our South Island farmer

suppliers are within a 75 kilometre

radius of Synlait Dunsandel.

FacilityCapacityOutput

Dryer 145,000 MTInfant grade whole milk powder and skim

milk powder

Dryer 245,000 MTInfant formula base powder, Infant grade

whole milk powder and skim milk powder

Dryer 345,000 MTInfant formula base powder, Infant grade

whole milk powder and skim milk powder

SMD1,800 MTSpecialty milk powders

AMF25,000 MTAMF liquid milk products

Advanced Dairy Liquid

Packaging Facility

110MLMilk, cream and long life products

Lactoferrin 117 MTLactoferrin

Lactoferrin 217 MTLactoferrin

Wetmix Kitchen 140,000 MTInfant formula base powder

Wetmix Kitchen 245,000 MTInfant formula base powder

Blending and Canning40,000 MTInfant formula

locations in New Zealand and China.

Our state-of-the-art assets are run by

an engaged and highly capable team,

backed by some of the best of New

Zealand’s farmer suppliers.

Synlait Pokeno (110 people)

Our newest infant-capable site in the North Island.

FacilityOutput

Secondary cheese

processing

Cheese, butter, yogurt, milk powder

and ice cream

FacilityCapacityOutput

Primary cheese

manufacture

12,000 MTCheese

Synlait Palmerston North (17 people)

Our research and development centre based at Massey University.

Talbot Forest Cheese (76 people)

Our first cheese acquisition, based in Temuka, two hours south

of Christchurch.

Synlait Christchurch

Our satellite office for administration staff.

Dairyworks (229 people)

Our newest member of the Synlait family based in

Christchurch.

Synlait Auckland (97 people)

Our second blending and canning facility.

Synlait China (6 people)

Our teams in Shanghai and Beijing are focused on regulatory affairs,

business development and sales.

FacilityCapacityOutput

Blending and Canning40,000 MTInfant formula

FacilityCapacityOutput

Dryer45,000 MTInfant formula base powder, Infant grade

whole milk powder and skim milk powder

Wetmix Kitchen45,000 MTInfant formula base powder, Infant grade

whole milk powder and skim milk powder

80% of our North Island farmer

suppliers are within a 130 kilometre

radius of Synlait Pokeno.

PAGE 24 & 25ANNUAL REPORT 2020

South Africa
WHERE OUR

MILK GOES

Our differentiated milk supply is what

sets Synlait apart. It enables us to

manufacture a range of nutritional

milk products that provide genuine

benefits for human health and

wellbeing for our global customers.

New Zealand’s unique environment is

reflective of the quality of the milk we

produce, and our milk finds its way all

over the world.

Denmark

Trinidad and Tobago

Algeria

Dominica

Nigeria

Peru

Ghana

Jamaica

Jordan

Egypt

Chile

Netherlands

Guyana

DISTRIBUTION BY

PRODUCT

KEY: DISTRIBUTION

BY COUNTRY

Synlait manufactured

Dairyworks manufactured

Fiji

New Zealand

Philippines

Papua New Guinea

Australia

Vietnam

South Korea

Samoa

United Arab Emirates

Tahiti

Qatar

Rarotonga

Saudi Arabia

Tonga

Madagascar

New Caledonia

Japan

Wallis and Futuna

Oman

Hong Kong

Taiwan

China

BangladeshPakistanKuwait

Sri Lanka

Singapore

Malaysia

Thailand

Indonesia

DID YOU KNOW

Commercial product, including

instant whole milk powder, skim milk

powder, infant formula base powder

and cream, has been manufactured

at Synlait Pokeno since September

2019. The first shipment of whole

milk powder was dispatched in

December 2019 to Vietnam.

Countries

exported to

Synlait

Anhydrous milk fat21

Butter milk powder3

Consumer packaged infant formula3

Infant formula base powder3

Lactoferrin4

Skim milk powder17

Whole milk powder23

Dairyworks

Cheese20

Flavoured butter1

Ice cream18

Salted and unsalted butter18

Whole milk powder16

PAGE 26 & 27

ANNUAL REPORT 2020

To improve as an organisation we
need to identify, understand and

closely manage our performance on

the topics that are most material to

us and our stakeholders.

This year we performed a desktop

materiality assessment, reviewing

reports from suppliers, customers,

investors and other external

stakeholders to assess relevant

issues that can affect value.

The outcomes of the materiality

assessment inform our decision

making on where we aim to make an

impact and feed into our corporate

reporting framework.

The materiality assessment focuses

on those topics that are most relevant

or impactful for the company and its

stakeholders, covering economic,

social, and environmental topics.

Working from a long list of

topics, a shortlist was created for

further discussion with internal

stakeholders to assess their views

on Synlait’s impact and to find out

which subjects are important for

our stakeholders.

The topics with the highest priority

for stakeholders and the biggest

estimated impact on our business

or on society appear in this matrix.

All topics shown in the top right

corner of the chart are considered

material and high priority. Our goal

is to refine this materiality analysis

and matrix by interviewing external

stakeholders over the coming years.

MATERIAL

TOPICS

Food safety

Animal welfare

Water quality

Climate change

Safety and wellbeing

of employees

Land degradation

Customer diversity

Market access / geopolitical

unrest

Plant-based foods / innovation

Product provenance

and traceability

Plastic packaging, waste,

reuse and recycling

Social responsibility

Nutrition

Recessionary conditions /

Net debt risk and return

on investment

Cyber security

Organisational capability

and culture

1

2

3

4

6

9

10

11

12

5

8

13

15

14

16

7

WHAT MATTERS MOST

TO OUR STAKEHOLDERS

AND TO OUR BUSINESS

MATERIALITY

MATRIX

1

2

3

4

6

9

10

11

12

5

8

13

15

14

16

7

Influence on stakeholder decisions

Significance of Synlait’s impact

LEARN MORE

More information on our risk

management framework can be

found in the Corporate Governance

section of this report on page 133.

PAGE 28 & 29ANNUAL REPORT 2020

TWO DECADES
OF PROGRESS

THE SYNLAIT STORY 2000 - 2020

2000200520072008

201120122013

The Synlait dream beginsSynlait is formed The Synlait Dunsandel dream beginsFirst milk processed at

Synlait Dunsandel

2009

2010

Supply agreement signed with the

A2 Corporation Limited

A big year for SynlaitFirst milk processed in Synlait

Dunsandel’s infant formula facility

Development continues at

Synlait Dunsandel

Bright Dairy joins the Synlait family

2014

New facilities come on-line

Dairy farmers and entrepreneurs Ben

Dingle, Juliet Maclean and Dr John

Penno purchased Robindale Dairy Farm

in Canterbury.

Synlait Milk launched. The name Synlait

was derived from the words ‘synergy’ and

‘lait’ (French for milk).

Synlait Milk entered an agreement to

deliver all milk collected to Westland Milk

Products during construction of Dryer 1.

In June Synlait Dunsandel received its

first milk from third-party farmer suppliers.

Dryer 1 was commissioned in August

and the Anhydrous Milk Fat facility was

commissioned in September.

The special milks spray dryer was

commissioned in August.

On 15 September the first milk was

processed in Synlait Dunsandel’s infant

formula facility.

Dryer 2 is commissioned. Synlait Milk

has the capability to manufacture infant

formula and nutritional products to unique

customer specifications.

Bright Dairy invested capital in Synlait

Milk and became a 51% shareholder in

November.

Synlait Dunsandel commenced

construction of Dryer 2, a sophisticated

purpose-built infant formula facility.

In March, an agreement was signed with

A2 Corporation Limited (later known as

The a2 Milk Company™ Limited) for Synlait

Milk to process and supply The a2 Milk

Company™ Limited’s a2 Platinum®

infant formula.

In April, Synlait Milk launched its

internationally accredited ISO/IEC 17065

dairy farm assurance programme, Lead

With Pride™, which recognises and

financially rewards farmer suppliers who

achieve dairy farming best practice.

On 23 July Synlait Milk Limited listed

on NZX, New Zealand’s Exchange.

At Synlait Dunsandel, the Lactoferrin

extraction and purification facility was

commissioned in April and the blending

and consumer packing facility in July.

Also, in July, Dry Store 3 was completed.

PAGE 30 & 31

ANNUAL REPORT 2020

2015201620172018
Synlait Dunsandel upgrades continueCapital raising and ASX listingFocused on growthCelebrating 10 years of operations ...

20192020

Synlait continues to grow and grow ...Twenty years on and the focus on

growth continues

South Island Limited

former Managing Director stepped

down from the role of CEO, and Leon

Clement was appointed.

Synlait announced bold 10-year

sustainability targets in September and

launched a new corporate brand identity

and purpose ‘Doing Milk Differently For

A Healthier World’ in November.

Construction of the Advanced Dairy

Liquid Packaging Facility commenced

at Synlait Dunsandel.

In February, Synlait announced the

conditional purchase of 28 hectares

of land in Pokeno, North Waikato to

establish its second nutritional power

manufacturing site.

This was followed by the official opening

of the Synlait Research and Development

Centre in Palmerston North, a partnership

with Massey University and Food HQ,

in March.

In August, Dr John Penno, founder and

Synlait Auckland, a blending and

consumer packaging facility, was

commissioned in November. This was

formerly the site of The New Zealand

Dairy Company Limited, which Synlait

Milk purchased in May that year.

The Wetmix kitchen at Synlait Dunsandel

was officially opened in December,

doubling Synlait’s infant formula

powder capacity.

In October, Synlait Milk completed a

$98 million capital raise.

Synlait Milk Limited listed on the

Australian Securities Exchange (ASX)

on 25 November.

Dryer 3, an infant formula grade spray

dryer, was commissioned in September

at Synlait Dunsandel.

to Synlait Dunsandel. The land will enable

Synlait Milk to pursue several strategic

supply chain and sustainability initiatives

that support Synlait Dunsandel’s long-term

operation and expansion.

Synlait Milk became the owner of

Dairyworks Limited in April.

Synlait Milk became a Certified B

Corporation™ in June.

Synlait Milk acquired farmland adjacent

New Zealand’s first large-scale electrode

boiler was commissioned at Synlait

Dunsandel in March. This was a significant

social and environmental performance

milestone for Synlait Milk.

Synlait Milk commenced supply of fresh

liquid milk and cream to Foodstuffs

South Island in April from its newly

commissioned Advanced Liquid Dairy

Packaging Facility at Synlait Dunsandel.

The acquisition of selected assets of Talbot

Forest Cheese was completed in August.

This acquisition supported Synlait Milk’s

broader growth and diversification strategy.

Synlait Milk announced in September that

revenue exceeded $1 billion for the first

time in the company’s history.

Synlait Pokeno processed its first milk

in September.

Lactoferrin facility expansion at Synlait

Dunsandel commissioned in October,

doubling the manufacturing capacity.

Whakapuāwai programme and electrode

boiler officially opened by the Prime

Minister at Synlait Dunsandel in December.

Synlait Milk listed $180 million

subordinated bonds on NZX’s Debt

Market in December.

PAGE 32 & 33ANNUAL REPORT 2020

Dry Store 4 will provide an
additional 30,000 square metres of

warehousing at Synlait Dunsandel.

It will streamline logistics activities

and bring offsite South Island storage

back to Dunsandel, supporting

growth and generating supply chain

efficiencies. It enables greater control

DRY STORE 4

over our inventories, value add

services, improves our sustainability

footprint, and improves lead times

for our customers. New technology

and infrastructure improvements will

enhance the health and safety of our

people too. It will be completed in

November 2020.

Dry Store 4 during construction shortly after the

roof was completed in August 2020

PAGE 34 & 35ANNUAL REPORT 2020

OUR BOARD
LEARN MORE

The Board’s full profiles are available

on our website: synlait.com/people

Other information about Board

composition and performance

is disclosed in the corporate

Graeme Milne ONZM (Chair)

Sam Knowles

Min BenQikai Lu

Bill Roest

Sihang Yang

Dr John Penno

Hon. Ruth Richardson

The pink health and safety pathway at

Synlait Dunsandel

governance section on page

133. Information on Directors

remuneration, participation in

Synlait securities, and other interests

are disclosed in the statutory

information section on page 153.

ANNUAL REPORT 2020PAGE 36 & 37

Milk reception bay, Synlait Dunsandel
OUR EXECUTIVE TEAM

LEARN MORE

The Executive Team’s full profiles

are available on our website:

synlait.com/people

Leon Clement

Chief Executive Officer

Chris France

Director, Strategy and Business

Transformation

Mark Toomey

Director, Operations

Deborah Marris

Director, Legal, Risk and Governance

Martijn Jager

Director, Sales and Business

Development

Angela Dixon

Chief Financial Officer

Boyd Williams

Director, People, Culture

and Performance

Hamish Reid

Director, Sustainability and Brand

Dr Suzan Horst

Director, Quality, Regulatory and

Laboratory Services

PAGE 38 & 39ANNUAL REPORT 2020

“During New Zealand’s COVID-19
Alert Level 4 lockdown we saw a

significant increase in consumer

demand for fresh milk and cream

across the South Island. The Synlait

team pulled out all stops to deliver on

our unscheduled requirements –

this is a testament to the solid

relationship we have developed.”

Phil Lemon, GM Merchandise,

Foodstuffs South Island

FOODSTUFFS

SOUTH ISLAND

A Synlait Dunsandel warehouse operator loads an order

of fresh milk and cream from the coolstore for delivery to

Foodstuffs South Island stores

PAGE 40 & 41ANNUAL REPORT 2020

Angela Dixon joined Synlait as
Chief Financial Officer in June

2020. She has more than 20

years’ experience in the financial,

professional services and

insurance sectors in New Zealand

and the United Kingdom, holding

senior roles with Public Trust,

IAG, Auckland International

Airport, Telewest Communications,

Royal Sun Alliance and PwC.

FIRST IMPRESSIONS

FROM OUR NEW CFO

I am a recent recruit to Synlait’s

Executive Leadership Team and

this, my first report to you, our

shareholders, provides a unique

opportunity to introduce myself

and share some first impressions

of our business.

Although I come from a background

in corporate finance and insurance,

I know the dairy industry well. I grew

up on a dairy farm in the Waikato,

gaining a first-hand appreciation of

how our industry worked, including

watching the creation of Fonterra Co-

operative Group unfold over the years

as a result of many mergers around us.

Our farm was not far from the

Tatua Co-operative Dairy Company

catchment, and we were very aware

of the successes of Tatua as it was

evidence of the virtues of being small

and competitive. Because of this, I was

attracted to the proposition of Synlait

as a challenger who is showing the

industry how to do milk differently.

I was also attracted to Synlait’s

sustainability story. Coming from an

extended family of dairy farmers, we

were encouraged to respect and care

for the land. My family believed in being

sustainable, competitive and nimble.

These values were instilled in me. I am

a passionate and proud New Zealander

who wants to contribute to a more

sustainable world. Synlait is a change-

maker influencing the food and fibre

industry for the better. I am excited to

be part of this journey.

Getting fit and ready for the next

phase of growth

Through the recruitment process I

discovered Synlait had grown to be

larger than meets the eye. This is

when I realised my skill set would

benefit Synlait. I have spent my

career working for large corporate

organisations and have experience

working through complexity to

find simplicity.

Synlait has had a successful run up

the curve, but we are no longer a

start-up. We are a significantly sized

company by New Zealand standards,

operating across multiple sites and

countries. We must navigate how we

will continue to grow with a maturing

company mindset, without losing

the entrepreneurial spirit we were

founded on.

I do not have manufacturing

experience, but I know that every

dollar is hard won in a mature market.

You must watch costs and margins

closely. I also bring experience in

diversifying businesses. When you

buy another company, you need to

realise value and deliver the results

quickly. Synlait is experiencing this

with Dairyworks. We will integrate it

strategically, while showing you the

value we are creating by owning it.

We are taking Synlait to the world

Synlait’s brand and reputation have

enabled it to attract intelligent people.

I am impressed by the culture.

Our team is full of fresh and optimistic

people who care about being part of

this organisation and see the growth

possibilities. We are attracting global

talent because of this.

Synlait has done the hard yards.

It has built first-class facilities. It has

world-class expertise in manufacturing

and exporting. It is partnered with

successful brands and provided quality

products repeatedly. Now, we need to

pivot to partner with more customers.

There are natural constraints right now

due to COVID-19, and our current and

potential customers are being rightly

cautious. But the pandemic will not

destroy the value already invested into

Synlait. We have the building-blocks in

place – the facilities, the expertise, the

partnerships and market intelligence.

The future for Synlait is about how

we accelerate and fully utilise those

building-blocks to keep growing.

Thank you for making me feel

welcome. I look forward to continuing

to hear your perspectives on Synlait as

I build my knowledge of our company

and industry.

Angela Dixon

Chief Financial Officer

CFO

REVIEW

PAGE 42 & 43ANNUAL REPORT 2020

FINANCIAL AND PERFORMANCE METRICSMILK PRICE
2016/172017/182018/192019/20

kgMS collected 63,249,602 63,616,077 63,438,694 76,550,913

Average fat %4.904.864.914.90

Average protein %3.923.893.923.98

Average lactose %5.064.994.994.99

Volume of components collected (kg)

Fat 35,123,275 35,289,377 35,270,506 42,252,084

Protein 28,126,327 28,327,076 28,168,188 34,298,829

Lactose 36,292,742 36,221,310 35,894,766 42,977,611

Component value

1

Fat $4.70$6.97$7.36$8.44

Protein$6.56$4.63$4.18$4.20

Lactose$1.87$2.03$1.53$1.67

Component value ratio

Fat 1111

Protein1.3970.6640.5670.497

Lactose0.3980.2910.2080.198

Total $ paid per component

Fat $164,998,609$245,903,402$259,645,339$356,688,641

Protein$184,528,391$131,063,290$117,657,713$143,911,349

Lactose$67,823,876$73,377,129$54,987,988$71,818,527

Volume charge($27,732,308)($27,289,173)($26,283,402)($32,746,784)

Average base milk price

2

$6.16$6.65$6.40$7.05

Total incentive payment$8,908,367$8,127,045$11,530,895$19,249,791

Average incentive payment per kgMS

3

$0.14$0.13$0.18$0.25

Total average Synlait payment per kgMS

4

$6.30$6.78$6.58$7.30

Key financial metrics

1

Currency as stated (in millions)FY2016FY2017FY2018FY2019FY2020

Income statement

Revenue 546.9 759.0 879.0 1,024.3 1,302.0

Gross profit 102.1 112.1 166.5 186.3 203.7

EBITDA

2

83.7 88.8 138.6 152.1 171.4

EBIT

2

62.9 67.6 113.1 124.5 123.3

NPAT 35.7 39.5 74.6 82.2 75.2

Revenue (USD per MT)

3

3,316 3,659 4,815 4,602 5,181

Gross profit per MT (NZD)

3

877 792 1,294 1,268 1,359

EBIT per MT sold (NZD)

3

540 478 879 855 858

Net cash from / (used in) operating activities 104.4 115.2 98.4 136.7 105.5

Balance sheet

Net operating assets

4

455.2 423.5 493.3 633.9 1,043.3

Return on net operating assets16.2%15.4%24.7%22.1%14.7%

Net return on capital employed (pre-tax)14.5%14.8%22.7%18.3%12.6%

Debt / debt + equity (excl derivatives)48.7%18.7%20.9%39.2%47.1%

Net debt / EBITDA

6

2.5 0.9 0.8 2.2 3.1

Earnings per share 23.50 22.82 41.60 45.89 41.95

Average FX conversion rate (NZD:USD) 0.7058 0.6814 0.7047 0.6792 0.6651

Base milk price 3.91 6.16 6.65 6.40 7.05

Total milk price (kgMS)

5

4.02 6.30 6.78 6.58 7.30

Key operational metrics

Sales (MT)

Powders and cream 100,393 122,606 93,042 106,802 101,222

Consumer packaged Infant Formula 15,999 18,776 35,580 42,907 49,180

Lactoferrin 10 11 16 21 30

Total sales (MT)

3

116,402 141,393 128,637 149,730 150,432

Production (net production)

Powders and cream 104,703 115,991 102,833 103,131 107,098

Consumer packaged Infant Formula 16,043 19,403 36,651 43,168 50,918

Lactoferrin 8 12 12 23 29

Total production (MT)

3

120,754 135,407 139,496 146,322 158,045

Milk purchases ('000 kg MS)

Milk purchased from contracted supply 54,125 63,255 63,639 64,189 76,875

Milk purchased from other suppliers 3,573 1,700 (2,853) 1,877 (6,079)

Total milk purchases ('000 kg MS) 57,698 64,954 60,785 66,066 70,796

This table shows how Synlait take the milk supplied by our contracted farmer suppliers, value the milk components,

and make a pay-out via the average base milk price.

The 2019/20 milk price had not been fully paid out at the time the annual report was released. Figures represent what

has been paid and is accrued to be paid.

It also highlights the incentive payments made to our farmer suppliers in addition to the average base milk price.

This information represents payments made in the milk season which runs 1 June to 31 May as opposed to Synlait’s financial year.

For the recently completed 2019/2020 milk season we paid out an average base milk price of $7.05 with an average

additional incentive payment of $0.25 per kgMS.

1

Rounded to two decimal places

2

Amount paid for components + volume charge / kgMS collected = base milk price

3

Includes incentives and winter incentive payments

4

Base milk price + average incentive payment

1

The group uses several non-GAAP measures when discussing financial performance. Management believes these measures provide

useful insight on the performance of the business, to analyse trends and to assist stakeholders in making informed decisions.

2

EBIT is calculated by excluding financing costs and income tax, with EBITDA also excluding depreciation & amortisation accordingly.

A reconciliation of EBIT and EBITDA is provided in the CFO Review on page 49.

3

Synlait Milk Limited only and fresh milk is excluded in FY20 and FY19 (part year in FY19)

4

Net operating assets includes current assets, PPE and intangible assets. It excludes capital work in progress, derivatives, goodwill,

trade payables and tax liabilities.

5

Total milk price for Synlait Milk suppliers on standard milk supply contract, includes value and seasonal premiums. This is a milk

season reflective payment that runs 1 June to 31 May.

6

Net debt calculation excludes lease liabilities, for banking covenant purposes lease liabilities are included.


PAGE 44 & 45

ANNUAL REPORT 2020

REVIEW OF FINANCIAL PERFORMANCE
The Group has continued to execute on its strategy of growing both our Nutritional (infant and lactoferrin) and Everyday

Dairy businesses which is reflected through revenues exceeding $1 billion for the second time in FY20 with revenues

of $1,302.0 million. Earnings before interest, tax, depreciation and amortisation (EBITDA) grew 13% to $171.4 million

demonstrating the strength of our infant and lactoferrin businesses. Reported after tax earnings were a profit of $75.2

million, a 9% decrease reflecting investments in new facilities and acquisitions over the past two years to achieve

growth ambitions as well as increased overhead expenditure in areas of the business that support future growth

opportunities aligned to our strategy.

Average reference commodity prices increased steadily in the first half of the 2019/20 milk season until February.

Reference commodity prices fell steadily from February through May as global uncertainty driven by COVID-19 impacted

commodities. The average reference basket price in the 2019/20 season increased to $3,128, a 4% increase vs the

2018/19 season. This increase, as well as a lower FX rate, are the key contributors to the $0.65 increase in the average

base milk price paid to our suppliers in 2019/20, which moved from $6.40 to $7.05 per kgMS.

Gross profit performance

Sales

Our total gross profit per MT of $1,359 is 7% higher than last year’s $1,268 per MT. A direct result of the favourable sales

product mix in FY20. Continued investment in people to support key growth projects, higher Lead With Pride™ supplier

engagement costs, and the full impact of depreciation from the completion of the investment program in prior years

tempering the upside. Over time, as we grow into our capacity, we will see a positive incremental impact on gross profit

and increased ROCE with fixed costs per MT at its highest immediately after the completion of a new facility.

Consumer packaged gross profit improved $24 per MT, generated from higher utilisation of our consumer packaging

facilities in Dunsandel and Auckland.

Lactoferrin margin per MT has materially increased over FY19 due to a favourable market pricing environment.

Lactoferrin production volume also increased following the facility upgrades which were completed in November 2019

(up 26%), and overall contributed $28 million of gross profit in FY20 (FY19: $13 million).

Everyday Dairy

The Everyday Dairy category represents the acquisition of Talbot Forest Cheese and Dairyworks, along with the

Advanced Dairy Liquid Packaging Facility at Dunsandel. Gross Profit from this area is net $0.4 million, a result reflecting

some initial commissioning challenges in the Advanced Dairy Liquid Packaging Facility at Dunsandel and low fixed

overhead recoveries as we move from commissioning phase to a focus on increasing utilisation. Dairyworks and Talbot

Forest Cheese are tracking to expectations generating Gross Profit of $2.6 million combined in FY20. In FY21 we will

focus on integrating Dairyworks and Talbot Forest Cheese and leverage synergies with the core Synlait business.

We received 76.8 million kilograms of milk solids (kgMS) from our contracted suppliers, 12.4 million kgMS more than FY19

to support the Pokeno facility. We also sold (net) 6.0 million kgMS over the season of which 1.4 million kgMS was cream

sold from the Pokeno facility, resulting in an overall 7% or 4.4 million kgMS increase in milk processed in FY20. Again, this

was enabled by the investments and implementation of the IWS programme as mentioned above – the IWS programme

increased facility production capacities validating the investment management has made into this programme.

Sales (metric tonnes)FY20FY19Growth %

Ingredients101,222106,802(5)%

Consumer packaged powders49,18042,90715%

Lactoferrin302146%

Total150,432149,7300.5%

OVERVIEW

FINANCIAL PERFORMANCE

Sales

Revenue in FY20 at $1,302.0 million is $277.7 million or 27% higher than FY19 ($1,024.3 million), with total sales volume

of 150,432 MT (excluding Everyday Dairy, which is discussed in a separate section below) in line with FY19 but product

mix significantly moving from commodities to higher value canned infant formula.

This revenue growth was driven by a 15% increase in high value canned infant formula sales, and a 46% increase in

lactoferrin sales volumes. The uplift in higher value product sales was enabled by the investments made in prior years

as well as from manufacturing efficiencies which have delivered through our Integrated Work Systems (IWS) programme.

PAGE 46 & 47ANNUAL REPORT 2020

Milk price
Raw milk remains Synlait’s most significant component of our cost of goods sold. Our final average base milk price

for the 2019/20 season is $7.05 per kgMS, compared to our 2018/19 average base milk price of $6.40 per kgMS. In

addition, we paid out $0.25 per kgMS in incentive and premium payments through a2, Lead With Pride

TM

, Grassfed and

winter milk payments, increasing the average total milk payment to $7.30 per kgMS compared with $6.58 per kgMS in

2018/19. Premiums and incentive payments are higher in 2019/20 predominantly through an increase in our winter milk

payments. This resulted in our contracted suppliers receiving a total of $19.3 million in additional value-added

premiums in the 2019/20 season, compared to $11.5 million in 2018/19.

Overhead expenditure

Overhead expenses for FY20 at $80.9 million were up $18.7 million from $62.1 million in FY19. Notable increases

in these overhead costs include overhead expenditure from acquired subsidiaries ($4.6 million), depreciation

($4.0 million), employee costs ($4.4 million) and multi-site distribution ($1.4 million).

As previously signalled, increases in overhead expenditure reflect continued investment to help run the new facilities

that we are bringing on-line and enter new categories.

The impact of COVID-19 on expenditure is not evident in the year-on-year comparison. However, there was a reduction

in training, entertainment, travel and consulting costs totalling $2.5 million across the business. This is partially offset by

higher cleaning costs of $0.3 million and additional warehouse space costs of $0.2 million to mitigate against the risk of

export channels slowing down.

The $12.0 million increase in net financing costs is due to an increase in interest-bearing debt as a result of continued

capital expenditure and lower capitalised interest.

Gross interest on term debt increased by $5.8 million to $15.2 million in FY20 with higher average interest-bearing debt

year-on-year as a result of the acquisition of subsidiaries and continued capital expenditure across both years, with

lower interest rates providing some offset. Capitalised interest decreased by $5.4m to $2.1m in FY20 with Synlait Pokeno

commissioned in early FY20 and the Advanced Dairy Liquid Packaging Facility at Dunsandel commissioned in FY19.

Net financing costs

Net financing costs at $21.4 million increased 127% over FY19’s $9.4 million.

$ millionFY20FY19

Profit before tax$101.9$115.1

Add back: net finance cost$21.4$9.4

EBIT$123.3$124.5

Add back: depreciation and amortisation$48.1$27.6

EBITDA$171.4$152.1

FY20FY19Va r.

Gross term debt interest(15.2)(9.4)(5.8)

Less capitalised interest2.17.5(5.4)

Net term funding interest(13.1)(1.9)(11.2)

Working capital funding interest(6.2)(6.9)0.7

Interest received0.11.2(1.1)

Loss on derecognition of financial assets(1.7)(1.8)0.1

Net short-term funding interest(7.8)(7.5)(0.3)

Interest on lease liabilities (0.5)0.0(0.5)

Net finance costs(21.4)(9.4)(12.0)

Powders and CreamConsumer Packaged

Infant Formula

LactoferrinTotal Powders

FY20

Sales Volume (MT)101,22249,18030150,432

Gross Profit ($M)134.440.528.4203.3

Gross Profit / MT1,327824943,0741,359

FY19

Sales Volume (MT)106,80242,90721149,730

Gross Profit ($M)142.234.313.3189.8

Gross Profit / MT1,331800646,0991,268

% Change

Sales Volume (MT)(5%)15%46%0%

Gross Profit ($M)(6%)18%113%7%

Gross Profit / MT0%3%46%7%

1

Gross profit per MT includes both external sales volumes and internal transfers of bulk infant formula to blending and consumer packaging.

Gross profit by category

1

EBITDA

Earnings before interest, tax, depreciation and amortisation (EBITDA), at $171.4 million, grew strongly demonstrating the

strength of our infant nutritional and lactoferrin businesses. The 13% increase on the FY19 result of $152.1 million was

driven by increased sales volumes and a favourable product mix.

PAGE 48 & 49ANNUAL REPORT 2020

Raw materials increased to $71.3 million (FY19: $40.1 million). Tonnage of raw materials increased to 13,614 (FY19: 11,307
MT). Higher raw materials balances reflect the acquisition of subsidiaries inventories, which, due to the nature of their

operations, are weighted towards holding higher volumes of raw material to enable cheese aging. Work in progress in

FY20 of $11.6m (FY19: nil) predominantly relates to bulk cheese manufactured at Talbot Forest Cheese that is awaiting

further manufacturing.

Finished goods inventory has increased to $186.5 million (FY19: $124.7 million). Tonnage of finished goods has

increased to 32,109 MT (FY19: 23,318 MT). The increase relates to a larger holding of our core infant nutritional products

and finished goods inventory held by Dairyworks and Talbot Forest Cheese.

Inventories were reviewed for impairment, resulting in a stock impairment provision totalling $2.0 million relating to

finished goods ($1.8 million) and raw materials ($0.2 million) (FY19: $0.3 million all relating to finished goods). This

increase primarily relates to production in late May which did not pass our stringent quality standards. Impaired finished

goods were written down to net realisable value.

In addition, we have an onerous contracts provision of $0.3 million (FY19: $0.5 million); the reduction from prior year is

due to product mix and a declining cost to manufacture.

Property, plant and equipment

Property, plant and equipment at $965.1 million, increased $119.9 million from FY19 at $845.2 million. The year-on-year

increase is a consequence of total capital expenditure of $129.4 million, acquisitions through business combinations of

$34.3 million, less depreciation of $40.0 million, impairment of $3.2 million, and net disposals of $0.6 million. The capital

expenditure of $129.4 million primarily relates to our growth initiative projects with $93.9 million of total spend in FY20.

FINANCIAL POSITION

Overview

In FY20 the Group continued to invest for the future, completing the construction of assets and acquisition of

businesses to allow us to successfully implement our strategy.

Our reported net profit after tax of $75.2 million, plus the movement in reserves, has increased total equity to $606.5

million at 31 July 2020 from $492.4 million.

Trade and other receivables

At $63.1 million, Group trade and other receivables have increased by $1.2 million on FY19 ($61.9 million). Synlait’s

trade and other receivables have decreased significantly year on year to $36.1m (FY19: $61.9m) driven by an increased

balance of receivables assigned as at 31 July 2020 (FY20: $131.3, FY19: $109.0). The differential is the trade and other

receivables of the subsidiaries acquired during FY20 (Dairyworks and Talbot Forest Cheese).

FY20FY19

$ millionMT$ millionMT

Synlait Milk Limited216.140,787*164.834,625*

Dairyworks Limited40.14,889*--

Synlait Foods (Talbot Forest) Limited13.21,766--

Working capital funding interest has decreased by $0.7 million due to lower interest rates, partly offset by higher

working capital requirements in FY20 than in FY19. Those working capital requirements being Synlait’s continued

growth; inventory build of infant nutritional products to ensure customer demand is able to be met, to protect against

COVID-19 supply chain disruption, and to ensure optimal utilisation of our plant through peak milk collection; together

with the additional working capital requirements of Dairyworks and Talbot Forest Cheese, which were acquired in FY20.

Loss on derecognition of financial assets is the financing cost associated with our receivables financing programme. It

has decreased slightly with lower interest rates offset by increased utilisation of these facilities.

Further, the Group adopted NZ IFRS 16 effective from 1 August 2019, resulting in $0.5m interest on lease liabilities for

FY20 (FY19: nil).

Foreign Exchange

The management of foreign exchange exposure is one of the key risks of the business with many product sales being

to overseas markets creating a primarily United States Dollar (USD) exposure risk. Our foreign exchange policy seeks to

achieve the lowest annual average New Zealand Dollar (NZD)/USD exchange rate for the year. In FY20 we achieved a

net annual average NZD/USD exchange rate of 0.6651 (FY19: 0.6792).

Earnings per share and return on capital employed

Our reported basic and diluted earnings per share (EPS) for FY20 was 41.95 cents and 41.85 cents respectively, against

45.89 cents and 45.77 cents in FY19. The dilutive shares are basic EPS adjusted for contingently issuable shares in

accordance with the Employee Share Scheme. The Group also generated a pre-tax return on average capital employed

of 12.6% in FY20 compared with 18.3% in FY19.

Inventories

Our inventory holdings increased to $269.4 million (FY19: $164.8 million). $53.3 million of this increase relates to the

inventory holdings of subsidiaries acquired during the year. The balance of the increase at Synlait is largely due to

increased holdings of canned and bulk infant nutritional products to ensure customer demand is able to be met, to

protect against potential Covid-19 supply chain disruption (increased safety stock), and to ensure optimal utilisation of

our plant through peak milk collection in FY21.

* inventory not measured in metric tonnes is excluded as not material to our volumes.

PAGE 50 & 51

ANNUAL REPORT 2020

In February 2020, we commissioned our new North Island nutritional spray drier and related assets located in Pokeno.
The construction of the nutritional spray dryer was budgeted to cost $258.3 million (excluding the cost of the land). Total

spend on the project in FY20 was $64.1 million (FY19: $181.1 million, FY18: $12.7 million) for total spend to date of $257.9

million (excluding land).

During FY20 we also commissioned the capacity upgrade of our milk separation plant. Total spend in FY20 was $7.4

million (FY19: $6.5m) for total project spend of $13.9 million. In the year we also ramped up construction of our new

dry storage facility. Total spend on the project in FY20 was $18.7 million (FY19: $0.9 million, FY18: $0.2 million) for total

spend to date of $19.8 million.

Operational capital expenditure increased to $35.5 million from $18.5 million in FY19. The increase in expenditure

was attributable to the upgrades at Talbot Forest Cheese ($4.7 million) and Dairyworks ($1.9 million), acquisition of

replacement lactoferrin resin ($3.6 million), the fitout of the Christchurch office and upgrades to Dunsandel office

building ($3.2 million), the upgrade of the Wetmix kitchen ($1.2 million), and Blended Steam Supply project ($1.2 million).

The higher level of operational capital expenditure reflects the significant growth of the Group and its asset base over

FY19 and FY20.

Acquisitions of Talbot Forest Cheese and Dairyworks

On 1 August 2019 the Group completed the purchase of Talbot Forest Cheese when Synlait Foods (Talbot Forest)

Limited formally acquired Talbot Forest Cheese’s Temuka assets and operations. Total consideration paid was $38.3

million. Brands of $1.7 million were acquired and $16.1 million of goodwill arose on acquisition.

On 1 April 2020 the Group completed the acquisition of 100% of the shares of Dairyworks for a purchase price of $112

million on a debt-free basis with the equity price being locked in with an effective date of 30 September 2019. After

effective date adjustments for debt, working capital, and leakage – consideration of $63.6m was transferred to the

vendors on 1 April 2020. Brands of $15.8 million were acquired and $43.4 million of goodwill arose on acquisition.

Trade and other payables

Trade and other payables at $238.8 million is up $22.8 million on last year’s balance of $216.0 million. This variance is

due to the trade and other payables balances of Dairyworks and Talbot Forest Cheese at 31 July 2020.

Cash spent on investing activities of $225.0 million (FY19: $337.4 million) during the financial period, offset by cash

from operating activities of $105.5 million (FY19: $136.6 million), resulted in a free cash outflow of $119.5 million from

operating and investing activities. This together with cash outflows from interest and financing fees paid of $26.4 million

(FY19: $18.1 million), repayment of lease liabilities $4.2m, and Dairyworks loans and borrowings of $43.2 acquired on

acquisition account for the movement in net debt*. Operating cash flows are discussed further below.

With Net Debt* of $527.0 million, our gearing (Net Debt* / Net Debt* + Equity) is 46.5% (FY19: 40.4%) and our leverage

(Net Debt* / EBITDA) is 3.08x (FY19: 2.19x).

$ millionFY20FY19

Current debt$102.8$99.6

Term debt (carry amount)$426.8$249.5

Transaction costs $3.2$0.5

Cash on hand($5.9)($16.0)

Total Net Debt (excluding lease liabilities) $527.0$333.6

Contingent liability

The Group has included a contingent liability note in the annual financial statements relating to the Pokeno land

covenant issue. There are a range of possible outcomes in this dispute meaning the Group is not able to reliably

estimate a potential liability, if any. For further information please refer to the Contingent Liability note in the financial

statements, page 125.

Total net debt

Total net debt (excluding lease liabilities) at year end, including both current and term debt facilities less cash on hand,

was $527.0 million, an increase of $193.4 million over the FY19 balance of $333.6 million.

* Net debt excluding lease liabilities

PAGE 52 & 53

ANNUAL REPORT 2020

Funding facilities and covenants
At reporting date, the Group had in place four syndicated bank facilities with ANZ and BNZ:

1. Working Capital Facility – reviewed annually in September with a year-end facility limit of NZD $320.0 million.

This is a dual currency (NZD & USD) facility.

2. Revolving Credit Facility A – maturing 1 August 2021 with a fixed facility limit of $150 million.

3. Revolving Credit Facility B – maturing 1 August 2023 with a fixed facility limit of $50 million.

4. Revolving Credit Facility C – maturing 1 August 2023 with a fixed facility limit of $50 million.

In addition to banking facilities, the company has on issue a $180.0m unsecured, subordinated, fixed rate bond maturing

17 December 2024.

Subsequent to reporting date, we have entered into an additional Revolving Credit Facility of $100m commencing 1

October 2020, stepping down to $70m on 1 January 2021 and maturing 1 May 2021. We have also reduced the working

capital facility of $320m down to $250m and extended the revolving credit facility A to mature on 1 October 2021.

We have five bank covenants in place within our syndicated bank facility agreement. These are:

1. Interest cover ratio - EBITDA to interest expense of no less than 3.00x based on full year forecast result

(FY20: 8.01x).

2. Minimum shareholders’ funds – must exceed $295.5 million (FY20: $469.9 million).

3. Working capital ratio – must exceed 1.50x (FY20: 3.40x).

4. Leverage ratio – no more than 4.0x (FY20: 3.19x).

5. Senior leverage ratio - no more than 3.0x (FY20: 2.14x).

The company was compliant with our bank covenants at all times during the financial period.

Note that the covenants are calculated in accordance with our banking facilities agreement and include adjusting items

that are not presented in the financial statements.

Angela Dixon

Chief Financial Officer

Derivatives

As at 31 July 2020 we held USD$525.5 million (net) in foreign exchange contracts as detailed in note 15 of the annual

financial statements. These have been placed across a 24-month future period, in accordance with our Treasury Policy.

Given the recent appreciation in the NZD/USD exchange rate, we have mark to market unrealised gains associated with

these contracts at year-end of $17.5 million after tax, a movement of $38.5 after tax year-on-year. As our foreign exchange

contracts fully hedge against future USD receipts and payments, this unrealised gain is recognised in other reserves in

equity rather than through the income statement. The impact of these foreign exchange contracts will play out in the

periods in which they mature, and they will form part of our annual average NZD/USD exchange rate in those periods.

We also have in place a nominal balance of $57.3 million of interest rate swap agreements at year-end (FY19: $79.5

million) at various weighted average interest rates, generating an unrealised mark to market loss of $4.9 million after

tax, a movement of $0.2m after tax year-on-year, with swap agreements unwinding partly offset by lower interest rates.

We continue to use dairy commodity derivatives to support the management of the risk of movement in dairy

commodity prices. Dairy commodity derivatives with a nominal balance of NZD $12.0 million were in place at year end

(FY19: NZD $5.3 million).

Year-on-year there was a $38.8 million movement in the cash flow hedge reserve from ($26.1) million in FY19 to

$12.6 million in FY20. The cash flow hedge reserve relates to derivatives and the year-on-year movement is primarily

explained by the movement in fair value of foreign exchange contacts as detailed above.

Operating cash flows

Operating cash flows at $105.5 million are down $30.9 million on FY19 ($136.6 million). The primary reason for this

decrease was due to an unfavourable movement in working capital year-on-year with an increase in infant formula

product on hand and additional working capital requirements of Dairyworks and Talbot Forest Cheese.

PAGE 54 & 55ANNUAL REPORT 2020

Synlait Pokeno, Waikato
Director’s responsibility statement 58

Financial statements 58

Income statement 59

Statement of comprehensive income 60

Statement of changes in equity 61

Statement of financial position 62

Statement of cash flows 63

Notes to the financial statements 64

Performance 68

01 Revenue recognition and segment information 69

02 Expenses 71

03 Reconciliation of profit after income tax to net cash inflow from

operating activities 72

Working Capital 73

04 Trade and other receivables 74

05 Inventories 78

06 Trade and other payables 79

Long Term Assets 80

07 Property, plant and equipment 81

08 Intangible assets 84

09 Leases 88

Debt and Equity 90

10 Finance income and expenses 91

11 Loans and borrowings 92

12 Share capital 94

13 Share based payments 95

14 Reserves and retained earnings 97

Financial Risk Management 98

15 Financial risk management 99

16 Financial instruments 106

Other 111

17 Income tax 112

18 Business combinations 116

19 Other investments 120

20 Related party transactions 122

21 Contingencies 125

22 Commitments 126

23 Events occurring after the reporting period 127

24 Other accounting policies 127

Auditors report 128

FINANCIAL

CONTENTS

FINANCIAL STATEMENTS

PAGE 56 & 57ANNUAL REPORT 2020

The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiaries, Synlait Milk Finance
Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited, Synlait Business Consulting

(Shanghai) Limited, Synlait Foods (Talbot Forest) Limited, Dairyworks Limited and Dairyworks (Australia) Pty Limited (together

“the Group”) as set out on pages 57 to 127 for the year ended 31 July 2020.

The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group

as at 31 July 2020 and the financial performance and cash flows for the year ended on that date.

The Directors consider that the financial statements of the Group have been prepared using appropriate accounting policies,

consistently applied and supported by reasonable judgements 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.

For and on behalf of the Board.

Graeme Milne

Chair

25 September 2020

Willem Jan (Bill) Roest

Independent Director

25 September 2020

DIRECTORS’ RESPONSIBILITY STATEMENT

20202019

Notes$’000$’000

Revenue11,302,0251,024,305

Cost of sales2(1,098,292)(837,976)

Gross profit203,733186,329

Other income1404898

Share of profit/(loss) from associates1933(580)

Sales and distribution expenses2(32,318)(26,836)

Administrative and operating expenses2(48,561)(35,303)

Earnings before net finance costs and income tax123,291124,508

Finance expenses10(19,777)(8,819)

Finance income101341,232

Loss on derecognition of financial assets10,4(1,747)(1,842)

Net finance costs10(21,390)(9,429)

Profit before income tax101,901115,079

Income tax expense17(26,693)(32,840)

Net profit after tax for the period75,20882,239

Earnings per share

Basic earnings per share (cents)1241.9545.89

Diluted earnings per share (cents)1241.8545.77

INCOME STATEMENT

For the year ended 31 July 2020

ANNUAL REPORT 2020

The accompanying notes form part of and are to be read in conjunction with these financial statements.

PAGE 58 & 59

20202019
Notes$’000$’000

Profit for the period75,20882,239

Items that may be reclassified subsequently to profit and loss

Effective portion of changes in fair value of cash flow hedges1553,882(21,323)

Exchange differences on translation of foreign operations(12)-

Income tax on other comprehensive income17(15,087)5,971

Total items that may be reclassified subsequently to profit and loss38,783(15,352)

Other comprehensive income for the year, net of tax38,783(15,352)

Total comprehensive income for the year113,99166,887

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 July 2020

Share

Capital

Employee

Benefits

Reserve

Cash Flow

Hedge

Reserve

Foreign

Currency

Translation

Reserve

Retained

Earnings

Total

Equity

GroupNotes$’000$’000$’000$’000$’000$’000

Equity as at 1 August 2018268,074930(10,796)-166,536424,744

Profit or loss for the year----82,23982,239

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges--(21,410)--(21,410)

Movement in time value hedge reserve--87--87

Income tax on other comprehensive income--5,971--5,971

Total other comprehensive income--(15,352)--(15,352)

Employee benefits reserve13,14,17-728---728

Total contributions by and distributions to owners-728---728

Equity as at 31 July 2019268,0741,658(26,148)-248,775492,359

Profit or loss for the year----75,20875,208

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges--53,882--53,882

Exchange differences on translation of foreign operations---(12)-(12)

Income tax on other comprehensive income--(15,087)--(15,087)

Total other comprehensive income--38,795(12)-38,783

Employee benefits reserve13,14,17470(336)---134

Total contributions by and distributions to owners470(336) - --134

Equity as at 31 July 2020268,5441,32212,647 (12)323,983606,484

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 July 2020

PAGE 60 & 61ANNUAL REPORT 2020

The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements.

STATEMENT OF FINANCIAL POSITION
As at 31 July 2020

STATEMENT OF CASH FLOWS

For the year ended 31 July 2020

20202019

Notes$’000$’000

(restated)

ASSETS

Current assets

Cash and cash equivalents5,88716,007

Trade and other receivables463,05761,933

Intangible assets84,2303,686

Goods and services tax refundable6,3983,689

Income accruals and prepayments12,4049,554

Inventories5269,384164,849

Derivative financial instruments15,1622,5302,358

Other current assets2,50020,500

Total current assets386,390282,576

Non-current assets

Property, plant and equipment7965,104845,202

Intangible assets842,50316,428

Goodwill8,1865,5456,026

Other investments19143110

Derivative financial instruments15,1614,08445

Right-of-use assets918,497-

Total non-current assets1,105,876867,811

Total assets1,492,2661,150,387

LIABILITIES

Current liabilities

Loans and borrowings11102,83799,626

Trade and other payables6238,770216,020

Current tax liabilities24,56129,220

Derivative financial instruments15,1614,14827,960

Lease liabilities94,422-

Total current liabilities384,738372,826

Non-current liabilities

Loans and borrowings11426,754249,482

Deferred tax liabilities1754,64725,034

Derivative financial instruments15,164,80510,686

Lease liabilities914,838-

Total non-current liabilities501,044285,202

Total liabilities885,782658,028

Equity

Share capital12268,544268,074

Reserves1413,957(24,490)

Retained earnings14323,983248,775

Total equity attributable to equity holders of the Group606,484492,359

Total liabilities and equity1,492,2661,150,387

20202019

Notes$’000$’000

Cash flows from operating activities

Cash receipts from customers1,316,0761,025,168

Cash paid for milk purchased(545,792)(461,369)

Cash paid to other creditors and employees(635,402)(403,420)

Net movement in goods and services tax(2,709)2,846

Income tax payments(26,633)(26,670)

Net cash inflow from operating activities3105,540136,555

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired18(72,927)(18,000)

Interest received1341,232

Purchase of property, plant and equipment(139,212)(309,314)

Proceeds from sale of property, plant and equipment242(147)

Purchase of intangible assets(13,262)(11,127)

Net cash outflow from investing activities(225,025)(337,356)

Cash flows from financing activities

Proceeds from the issuance of subordinated bonds11180,000-

Transaction costs paid on issue of subordinated bonds(3,370)-

(Repayment)/drawdown of borrowings18(43,224)152,300

Net movement in working capital facility3,21150,305

Interest paid(23,048)(18,069)

Repayment of lease liabilities(4,185)-

Net cash inflow from financing activities109,384184,536

Net decrease in cash and cash equivalents(10,101)(16,265)

Cash and cash equivalents at the beginning of the financial year16,00732,129

Effects of exchange rate changes on cash and cash equivalents(19)143

Cash and cash equivalents at end of year5,88716,007

PAGE 62 & 63

ANNUAL REPORT 2020

The accompanying notes form part of and are to be read in conjunction with these financial statements.The accompanying notes form part of and are to be read in conjunction with these financial statements.

Comparative numbers for goodwill and deferred tax have been restated due to a prior period error. Refer to Note 18 for further detail.

The consolidated financial statements (“financial statements”) presented are those of the Group, including Synlait Milk
Limited and its subsidiaries Synlait Milk Finance Limited, The New Zealand Dairy Company Limited, Eighty Nine Richard

Pearse Drive Limited, Synlait Business Consulting (Shanghai) Limited, Synlait Foods (Talbot Forest) Limited, Dairyworks

Limited and Dairyworks (Australia) Pty Limited.

Synlait Milk Limited is primarily involved in the manufacture and sale of dairy products.

The parent company, Synlait Milk Limited, is a profit oriented entity, domiciled in New Zealand, registered under the

Companies Act 1993 and listed on the New Zealand Stock Exchange and the Australian Securities Exchange. Synlait

Milk Limited is a FMC reporting entity under the Financial Market Conducts Act 2013 and its financial statements comply

with that Act.

REPORTING ENTITY

The financial statements of the Group have been prepared in accordance with Generally Accepted Accounting

Practice. They comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’) and

other applicable Financial Reporting Standards, as applicable for profit oriented entities. The consolidated financial

statements also comply with International Financial Reporting Standards (‘IFRS’).

Certain comparative figures have been reclassified during the year for consistency with the current year presentation.

These classifications had no effect on the reported results of operations.

The financial statements were authorised for issue by the directors on 25 September 2020.

Basis of measurement

These financial statements have been prepared on the historical cost basis except for certain items as identified in

specific accounting policies.

Functional and presentation currency

Items included in the financial statements of the Group are measured using the currency of the primary economic

environment in which the entity operates (‘the functional currency’). The financial statements are presented in New

Zealand Dollars ($), which is the Company’s functional currency and are rounded to the nearest thousand ($000).

Transactions and balances

Transactions in foreign currencies are translated to the functional currency at the exchange rates at the dates of the

transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to

the functional currency at the exchange rate at that date.

BASIS OF PREPARATION

In March 2020, the World Health Organisation declared the outbreak of COVID-19 as a pandemic. The Group’s operations

were deemed an essential service and therefore continued throughout the various New Zealand Government COVID-19

alert levels. The Group’s primary focus in responding to the pandemic has been to protect the safety of its staff and to

implement appropriate controls around its production facilities. Access restrictions were put in place at all facilities,

including staff working from home where possible, additional cleaning and security provisions were also put in place on site

and other social distancing measures were adopted.

The COVID-19 pandemic has resulted in an increase in uncertainty in both global and local markets. Management assessed

the impact of COVID-19 on all aspects of the balance sheet, in particular the carrying value of receivables and inventory,

impairment of assets such as goodwill, and any impact from currency volatility during this period on the Group’s portfolio of

derivatives. Management has determined that there has been a modest impact on the balance sheet and the performance of

the Group in FY20.

The Group has continued to assess the impact of any changes to New Zealand Government COVID-19 alert levels which

have occurred subsequent to balance date and up to the date of the approval of the financial statements. The Group

has considered the impact of these changes and they are not expected to have a material impact on either the Group’s

operations or its financial statements.

COVID-19

The Group’s financial statements consolidate the financial statements of Synlait Milk Limited and its subsidiaries, accounted

for using the acquisition method, and the results of its associates, accounted for using the equity method. Intercompany

transactions and balances between group companies are eliminated upon consolidation.

BASIS OF CONSOLIDATION

Use of accounting estimates and judgements

The preparation of these financial statements in conformity with NZ IFRS requires management to make judgements,

estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from these estimates and assumptions.

Estimates and 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.

Key sources of estimation uncertainty and key judgements relate to derecognition of financial assets, the assessment of

impairment of inventory and property plant and equipment, and the identification and valuation of goodwill and any other

indefinite life intangible assets. The individual notes in the financial statements provide additional information.

NOTES TO THE FINANCIAL STATEMENTS

PAGE 64 & 65ANNUAL REPORT 2020

SIGNIFICANT ACCOUNTING POLICIES
Standards, amendments and interpretations to existing standards that are not yet effective

There are no standards that are not yet effective and expected to have a material impact on the entity in the current or

future reporting periods and on foreseeable future transactions.

Changes in accounting policies

During the period the Group adopted the following new standards;

NZ IFRS 16 ‘Leases’ (effective 1 August 2019)

Effective 1 August 2019, the Group has adopted NZ IFRS 16, which supersedes NZ IAS 17 Leases (NZ IAS 17) and related

interpretations. Under NZ IAS 17, leases were previously classified as either operating or financing for lessees based on

an assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the

underlying asset to the Group. As the Group’s leases were previously classified as operating, straight-line operating lease

expense was recognised over the lease term in the comparative period.

NZ IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees, with a right-of-use asset (“ROU

asset”) representing the Group’s right to use the underlying asset, and a lease obligation representing its obligation to make

lease payments. Amortisation expense for ROU assets and interest expense for lease obligations replaces the straight-line

operating lease expense recognised under NZ IAS 17.

The Group has applied NZ IFRS 16 using the modified retrospective approach, under which the initial ROU asset is

measured at an amount equal to the lease liability resulting in no impact to retained earnings at 1 August 2019. Short-term

and low-value recognition exemptions were applied, as well as practical expedients allowing for the use of hindsight to

assess the lease term for contracts with extension options and the exclusion of leases with a term of less than one year

remaining at the transition date. The Group also utilised the practical expedient which allowed for all existing contracts which

were previously identified as leases to be treated as leases under NZ IFRS 16. NZ IFRS 16 was not applied to contracts which

were not previously treated as leases under NZ IAS 17 as at transition date.

The impact of transition is outlined under Note 9, with changes in accounting policies outlined below:

Lease definition

At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains,

a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

An identified asset may be implicitly or explicitly specified in a contract, but must be physically distinct, and must not have

the ability for substitution by a lessor. The Company has the right to control an identified asset if it obtains substantially all

of its economic benefits and either pre-determines, or directs how and for what purpose the asset is used.

Measurement of right-of-use assets and lease obligations

On initial application, the Group elected to record ROU assets equal to the corresponding present value of the

remaining lease liability. Subsequent additions were measured at the initial amount of the lease obligation adjusted for

any lease payments made at, or before, the commencement date, plus any initial direct costs incurred, less any lease

incentives received.

The ROU asset is subsequently depreciated on a straight-line basis over the shorter of the term of the lease, or the

useful life of the asset determined on the same basis as the Group’s property, plant and equipment. The ROU asset is

periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation.

The lease obligation is initially measured at the present value of lease payments remaining at the lease commencement

date, discounted using the Group’s incremental borrowing rate. Lease payments included in the measurement of the

lease obligation, when applicable, may comprise fixed payments, variable payments that depend on an index or rate,

amounts expected to be payable under a residual value guarantee and the exercise price under a purchase, extension or

termination option that the Group is reasonably certain to exercise.

The lease obligation is subsequently measured at amortised cost using the effective interest method. It is remeasured

when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the

Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes

its assessment of whether it will exercise a purchase, extension or termination option. When the lease obligation is

remeasured, a corresponding adjustment is made to the carrying amount of the ROU asset.

Recognition exemptions

The Group has elected not to recognise ROU assets and lease obligations for short-term leases that have a lease

term of twelve months or less or for leases of low-value assets. Payments associated with these leases are recognised

as an operating expense on a straight-line basis over the lease term within costs and expenses in the consolidated

Income Statement. The Group has also elected to apply a single discount rate to portfolios of leases with reasonably

similar characteristics.

Accounting policies, accounting estimates and judgements that summarise the measurement basis used and are

relevant to the understanding of the financial statements are provided throughout the accompanying notes and are

designated by a shaded area.

The accounting policies adopted have been applied consistently throughout the periods presented in these financial

statements, except for the change in accounting policy relating to the adoption of NZ IFRS 16.

PAGE 66 & 67ANNUAL REPORT 2020

This section covers the Group’s financial performance and includes the
following notes:

01 Revenue recognition and segment information 69

02 Expenses 71

03 Reconciliation of profit after income tax to net cash inflow

from operating activities 72

PERFORMANCE01. REVENUE RECOGNITION AND SEGMENT INFORMATION

Sales of goods

The Group manufactures and sells a range of milk powder, milk powder related products, liquid milk, cheese and

butter to customers. Revenue from contracts with customers is recognised when the control of the goods has been

transferred to customers, being at the point when the goods are delivered. Delivery of goods is completed (i.e. the

performance obligation is fulfilled) when the goods have been delivered pursuant to the terms of the specific contract

agreed with the customer and the risks associated with ownership have been transferred to the customer.

Revenue is measured according to the contracted price agreed with customers, which represents fair value of

the consideration received or receivable, net of returns, discounts and allowances. Revenue is only recognised

to the extent that it is highly probable that a significant reversal will not occur. The payment terms vary

depending on the individual contracts. No deemed financing components are present as there are no

significant timing differences between the payment terms and revenue recognition.

Description of segments

The Group operates in one industry, being the manufacture and sale of milk powder, milk powder related

products, liquid milk, cheese and butter. The Board makes resource allocation decisions based on expected cash

flows and results of the Group’s operations as a whole and the Group therefore has one segment.

20202019

$’000$’000

Dairy products1,302,0251,024,305

Other sundry income404898

Total income1,302,4291,025,203

PAGE 68 & 69

ANNUAL REPORT 2020

As a result of the recent acquisitions of both Synlait Foods (Talbot Forest) Limited and Dairyworks Limited, Management
is currently reviewing the way in which it internally reports on the business activities of the Group and this may result in

changes to how activities are reported to the Chief Operating Decision Maker in the future. Any changes made may

have a corresponding impact on segment results reported in the financial statements.

Revenues of approximately 64% (2019: 66%) are derived from the top three external customers. The proportion of sales

revenue by geographical area is summarised below:

20202019

China*5%8%

Rest of Asia19%24%

Middle East and Africa8%7%

New Zealand43%34%

Australia22%24%

Rest of World3%3%

Total100%100%

02. EXPENSES

20202019

$’000$’000

The following items of expenditure are included in cost of sales

Depreciation and amortisation38,85124,289

Employee benefit expense78,74848,711

KiwiSaver contributions1,6561,166

Export freight11,1049,524

Rent and storage2,471874

Increase/(decrease) in inventory provision1,702(1,805)

Decrease in onerous contract provision(156)(809)

The following items of expenditure are included in sales and distribution

Depreciation and amortisation5,9361,625

Employee benefit expense13,13710,195

KiwiSaver contributions376252

Rent and storage1,2843,637

The following items of expenditure are included in administrative and operating

Depreciation and amortisation3,2731,725

Employee benefit expense21,46717,986

KiwiSaver contributions618480

Information services5,1183,502

Directors fees802752

Share based payments expense523644

Impairment of intangible assets1,561123

Consultancy3,2682,768

Strategic Initiatives1,362162

Deloitte services included in administrative and operating expenses

Statutory audit fee276185

Half year accounts review5745

Other assurance services13077

Taxation compliance5369

516376

The year on year increase in some expenditure categories is in part due to the acquisition of Dairyworks Limited and Synlait Foods

(Talbot Forest) Limited. These two subsidiaries contributed $1.4m to sales and distribution expenditure and $3.7m to administrative and

operating expenditure since 1 August 2019. Refer to Note 18 for further detail on both acquisitions.

* The Group operates in one principal geographical area being New Zealand. Although the Group sells to many different countries,

it is understood that a significant proportion of both infant nutritional and ingredients sales are ultimately consumed in China.

PAGE 70 & 71

ANNUAL REPORT 2020

03. RECONCILIATION OF PROFIT AFTER INCOME TAX
TO NET CASH INFLOW FROM OPERATING ACTIVITIES

20202019

$’000$’000

Profit for the year75,20882,239

Non-cash and non-operating items

Depreciation and amortisation of non-current assets43,11227,639

Depreciation of right-of-use assets4,948-

Loss on sale of property, plant and equipment355147

Impairment of property, plant and equipment and intangible assets4,761123

Impairment recovery on property, plant and equipment(2,958)-

Share of (gain)/loss from associate(33)580

Non-cash share based payments expense523644

Interest costs classified as financing cash flow19,7778,819

Interest received classified as investing cash flow(134)(1,232)

Loss on derecognition of financial assets1,7471,842

Deferred tax9,2914,341

(Gain)/loss on derivative financial instruments(23)22

Unrealised foreign exchange losses/(gains)6(143)

Movements in working capital

Decrease/(increase) in trade and other receivables1,833(14,788)

(Increase) in prepayments(2,850)(5,214)

(Increase) in inventories(104,533)(19,444)

(Increase)/decrease in goods and services tax refundable(2,709)2,846

Increase in trade and other payables34,67346,306

(Decrease)/increase in current tax liabilities(4,659)1,828

Working capital items acquired27,205-

Net cash inflow from operating activities105,540136,555

WORKING CAPITAL

The working capital section gives information about the short term assets and

liabilities of the Group. This section includes the following notes:

04 Trade and other receivables 74

05 Inventories 78

06 Trade and other payables 79

PAGE 72 & 73ANNUAL REPORT 2020

04. TRADE AND OTHER RECEIVABLES
Trade receivables are amounts due from customers for merchandise sold or services performed in

the ordinary course of business. If collection is expected in one year or less they are classified as current assets. If

not, they are classified as non-current assets.

Impairment

The Group recognises a loss allowance for expected credit losses (“ECL”) on trade and other receivables. The Group

measures the provision for ECL using the simplified approach to measuring ECL which uses a lifetime expected loss

allowance for all trade receivables. The Group’s credit loss model requires the Group to account for expected credit

losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since

initial recognition of the financial assets. Therefore, it is no longer necessary for a credit event to have occurred

before credit losses are recognised.

The model is based on the Group’s historical credit loss experience, adjusted for factors that are specific to the

debtors, general economic conditions and an assessment of both the current as well as the forecast direction of

conditions at the reporting date.

Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected

life of a financial instrument. The expected credit loss is estimated as the difference between all contractual cash

flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to

receive, discounted at the original effective interest rate.

The Group writes off a financial asset when there is information indicating that the debtor is in such severe financial

difficulty and there is no reasonable and realistic prospect of recovery.

Furthermore, other impairment losses on an individual basis are determined by an evaluation of the exposures on an

instrument by instrument basis. All individual instruments that are considered significant are subject to this approach.

Credit Risk Management

The Group activities expose it to credit risk which refers to the risk that a counterparty will default on its

contractual obligations resulting in financial loss to the Group. Trade and other receivables are potentially subject

to credit risk. The Group performs credit evaluations on trade customers. The Group continuously monitors the

credit quality of its major receivables and does not anticipate non-performance of those customers, nor has

there been historical non-performance of these customers. The Group also maintains strict controls for any credit

reviews such as credit increases.

The receivables assignment processes ensure that the Group’s trade receivables are materially managed in an

efficient and effective basis.

The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum

exposure to credit risk.

Included in trade receivables are debtors which are past due at balance date, as payment was not received within 30

days, and for which no provision has been made as there has not been a significant change in credit quality and the

amounts are still considered fully recoverable. No collateral is held over these balances and trade credit insurance

cover was not obtained in respect of these receivables. Interest is not charged on overdue debtors.

In the past six financial years, the Group has not written off any bad debts, although it has recognised provisions

for debts when collection was considered doubtful. The historical analysis of bad debts on a customer basis

assists in the determination of any increases in credit risk since initial recognition. There are no significant

credit risk concentrations as at 31 July 2020. Three customers represent 70% of the overdue receivables. There

were no other forward looking indicators to indicate increases in credit risk. Refer to the basis of preparation section

of the accounts for further detail on the impact of COVID-19 on receivables.

For cash and cash equivalents the Group has determined that all bank balances have low credit risk at each

reporting period as they are held by reputable international banking institutions.

The Group has not changed its overall strategy regarding the management of risk from 2019.

20202019

$’000$’000

Trade receivables56,48458,076

Provision for doubtful and impaired receivables(977)(395)

Net trade receivables55,50757,681

Other receivables7,5504,252

Total receivables63,05761,933

PAGE 74 & 75

ANNUAL REPORT 2020

04. TRADE AND OTHER RECEIVABLES (CONTINUED)
20202019

$’000$’000

Overdue by

0 to 30 days5,9506,021

30 to 60 days54960

Over 60 days2,725 1,044

Total overdue trade receivables9,224 7,125

(a) Impaired receivables

As at 31 July 2020, trade receivables of $9.2m were overdue (2019: $7.1m). These relate to a number of independent

customers for whom there is no recent history of default. The majority has since been collected but $3.9m remains

unpaid which is expected to be collected in the 2021 financial year. The aging analysis of these overdue trade

receivables is as follows:

(b) Allowance for bad and doubtful receivables

The Group has recognised a loss of $0.4m in relation to unrecoverable trade receivables during the year (2019: $0.3m).

This relates to debtors that are overdue by more than 60 days. The Group has also recognised a loss of $0.1m for

estimated receivables impairment under NZ IFRS 9 Financial Instruments (2019: $0.1m).

(c) Trade and other receivables

Accounts receivable are amounts incurred in the normal course of business.

Receivables denominated in currencies other than the functional currency comprise NZ$38.5m (2019: $52.6m) of USD

and AUD denominated trade receivables.

(d) Derecognised financial assets

The Group has derecognised trade receivables that have been sold to two banks under the terms of receivables

purchase agreements entered into during January 2015 and January 2016. The Group routinely assess the terms

of the agreements and has determined that substantially all the risks and rewards have been transferred

to the banks. Receivables selected for assignment are with customers with strong credit ratings and good

payment histories. This minimises the risk (and therefore consequences) of late payment or default, as well as

resulting in little volatility in the present value of future cash flows in relation to assigned receivables under the

various scenarios detailed in the terms of the two agreements. An evaluation of external evidence of credit risk

has also been performed for each customer. The Group has assigned $131.3m of receivables as at 31 July 2020

(2019: $109.0m).

The Group has assessed its continuing involvement in the assigned receivables and determined that the

fair value of continuing involvement is immaterial. The Group reassesses the facility for qualification for

derecognition at each reporting date, when the terms of the facility are amended, and assesses each new

customer at the initial assignment of a receivable. No new customers were assigned during the period.

If the Group’s customers defaulted on all trade receivables that have been derecognised at balance date, the Group

would be required to pay a late payment charge of $5,351 per day (2019: $9,003) for each day that these receivables

remain overdue, assuming that market conditions remain unchanged from reporting date. The likelihood that debtors

will fall overdue or remain overdue for a long period of time is small, given the strong credit ratings and good payment

histories of the customers whose receivables have been selected for assignment.

The loss for the period of $1.7m (2019: $1.8m) arising from derecognition of assigned receivables is the discount paid to

the banks for acquiring these receivables.

PAGE 76 & 77ANNUAL REPORT 2020

05. INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where

applicable, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being

allocated on the basis of normal operating capacity. Cost is determined on a weighted average basis and in the

case of manufactured goods, includes direct materials, labour and production overheads. Net realisable value is the

estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated

costs necessary to make the sale.

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous

contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the

obligations under the contract exceed the economic benefits expected to be received under it.

Key management judgement is applied in assessing inventory impairment, and therefore net realisable value

of inventory. Impairment is tested in three ways, stock provision, onerous contracts provision, and inventory

impairment. The stock provision considers the condition of inventory and therefore requires a high level of

management judgement, whereas the onerous contracts and impairment calculations are largely formulaic.

The stock provision tests for the physical impairment of both raw materials and finished goods. Physical impairment

can be for a variety of reasons, including damage, expiry, or obsolescence. Management judgement is required as

often indicators of impairment can be removed through further investigation or rework meaning that no write-down

to net realisable value is required. Management consider historical rework process results and future rework plans

in making that judgement.

Estimates are required in relation to net realisable value, which is the estimated selling price in the ordinary course

of business, less the estimated costs of completion and selling expenses. Net realisable value is determined

by reference to historic achieved market prices, future contracted sales and global dairy trade auction results.

Reviewing the net realisable values is carried out by management on a monthly basis, using their judgement in

determining expected future proceeds based on current indicators of the condition of inventory.

A key management estimation in determining inventory cost is the Monthly Milk Price which is derived from a

forecast milk price for the year. The Monthly Milk Price forms a key component of the product cost through the year.

20202019

$’000$’000

Raw materials at cost71,30540,058

Work in progress at cost11,573-

Finished goods at cost178,336118,090

Finished goods at net realisable value8,1706,701

Total inventories269,384164,849

Raw material inventories at $71.3m (13,614 MT) have increased (2019: $40.1m, 11,307 MT), primarily due to the acquisitions

of subsidiaries. The tonnage has increased at a slower rate than the value as Synlait Milk Limited holds less raw materials

by volume but comparatively more high-value infant additives.

Finished goods have increased to $186.5m (32,109 MT) (2019: $124.8m, 23,318 MT). The increase relates to inventory held

by subsidiaries and an increased holding of our core infant formula products. Finished goods held at net realisable value

have increased as a result of our acquisitions of subsidiaries.

The cost of inventories recognised as an expense during the year was $1,098.3m (2019: $838.0m). The cost of inventories

recognised as an expense includes $10.9m (2019: $7.4m) in respect of write downs of inventory to net realisable value.

The total inventory provision as at reporting date was $2.0m, of which $1.8m related to finished goods and $0.2m to raw

materials (2019: $0.3m, all related to finished goods). The increase primarily relates to production in late May which did not

pass our stringent quality standards.

In addition, the total onerous contracts provision as at reporting date was $0.3m (2019: $0.5m).

06. TRADE AND OTHER PAYABLES

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or

less otherwise they are presented as non-current liabilities.

Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and

are subsequently measured at amortised cost using the effective interest method. Payables that are settled within

a short duration are not discounted.

20202019

$’000$’000

Trade payables106,94282,122

Accrued expenses118,853126,690

Employee entitlements12,8097,208

Other payables166 -

Total trade and other payables238,770 216,020

Payables denominated in currencies other than the functional currency comprise NZ$11.9m (2019: $0.5m) of USD, EUR and AUD

denominated trade payables and accruals.

PAGE 78 & 79

ANNUAL REPORT 2020

LONG TERM ASSETS
The assets section provides information about the long term investments made

by the Group to operate the business and generate returns to shareholders.

This section includes the following notes:

07 Property, plant and equipment 81

08 Intangible assets 84

09 Leases 88

07. PROPERTY, PLANT AND EQUIPMENT

Recognition and measurement

Property, plant and equipment are initially measured at cost less accumulated depreciation.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed

assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a

working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on

which they are located.

When a self-constructed asset meets the definition of a qualifying asset under NZ IAS 23 Borrowing Costs, borrowing

costs directly attributable to the construction of the asset are capitalised until such a time as the asset is substantially

ready for its intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

When major components of an item of property, plant and equipment have different useful lives, they are accounted

for as separate items of property, plant and equipment.

Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the

item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost

can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised

in profit or loss as incurred.

Depreciation

Depreciation of property, plant and equipment is recognised in profit or loss on a straight line basis over the estimated

useful lives of each part of an item of property, plant and equipment. Land is not depreciated.

Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category on

the completion of the project and then depreciated.

Estimation and judgement is also required in the selection and application of useful lives. It is management’s best

estimate that the useful lives adopted adequately reflect the flow of resources and the economic benefits required and

derived in the use and servicing of property, plant, and equipment.

The estimated useful lives for the current and comparative periods are as follows:

Buildings 10 - 50 years

Plant and equipment 3 - 35 years

Fixtures and fittings 2 - 25 years

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

PAGE 80 & 81ANNUAL REPORT 2020

Impairment
Estimation and judgement is required in the impairment of property, plant, and equipment. The Group estimates or

exercises judgement in assessing indicators of impairment, forecasting future cash flows and determining other key

assumptions used for assessing fair values (less costs of disposal) or value in use.

LandBuildingsPlant

and

Equipment

Fixtures and

Fittings

Capital

Work in

Progress

Total

$’000$’000$’000$’000$’000$’000

Cost

Balance as at 1 August 20187,457136,711419,8499,55780,675654,249

Additions27,500---306,100333,600

Reclassification/transfer-46,45795,6104,499(146,566)-

Disposals-(127)(2,251)(1,283)-(3,661)

Balance as at 31 July 201934,957183,041513,20812,773240,209984,188

Additions----129,381129,381

Additions through business combinations (note 18)1,3504,61026,0602,02123334,274

Reclassification/transfer458103,202185,44111,213(300,314)-

Impairment--(1,050)-(2,301)(3,351)

Disposals-(75)(2,777)(746)-(3,598)

Balance as at 31 July 202036,765290,776720,88225,26267,2081,140,893

Accumulated depreciation

Balance as at 1 August 2018-18,36092,8475,373-116,580

Depreciation (note 2)-4,23620,0601,403-25,699

Disposals-(44)(1,964)(1,283)-(3,291)

Balance as at 31 July 2019-22,552110,9435,493-138,988

Depreciation (note 2)-6,90929,8693,177-39,955

Impairment--(151)--(151)

Disposals-(33)(2,300)(668)-(3,001)

Balance as at 31 July 2020-29,426138,3638,000-175,789

Carrying amounts

As at 31 July 201934,957160,489402,2657,282240,209845,202

As at 31 July 202036,765261,350582,52117,26067,208965,104

07. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

(a) Impairment

During the period, property, plant, and equipment have been examined for impairment. A $3.2m (2019: $nil) impairment

charge has been recognised to reflect the write-down of select assets to the higher of their fair value less costs of

disposal (FVLCOD) and value-in-use. Of the $3.2m impairment charge, $3.0m related to the write-down of blending and

canning over-cap equipment determined to not be fit for purpose due to engineering and design deficiencies and $0.2m

related to other projects which were assessed as being unlikely to provide future economic benefit. Compensation

for impairment of $3.0m has been recognised in profit and loss on the basis that the Group is contractually entitled to

compensation relating to the write-down of the blending and canning over-cap equipment which was determined to not

be fit for purpose. FVLCOD and value-in-use was determined to be $nil for all assets determined to be impaired.

(b) Capital work in progress

Assets under construction includes capital expenditure projects, until they are commissioned and transferred to property,

plant and equipment. Capital work in progress of $67.2m is significantly lower than 2019 ($240.2m) due to the completion

of Synlait Pokeno and resulting transfer from work in progress to fixed assets.

(c) Capitalised borrowing costs

During the year, the Group has capitalised borrowing costs amounting to $2.1m (2019: $7.5m) on qualifying assets.

Interest has been capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset.

In the year, borrowing costs were capitalised for Synlait Pokeno and the Dry Store 4, enterprise resource planning

system, and separator capacity upgrade projects. Borrowing costs continue to be capitalised for the Dry Store 4 and

enterprise resource planning system upgrade projects.

PAGE 82 & 83ANNUAL REPORT 2020

08. INTANGIBLE ASSETS
Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the cost of the acquisition over the

net of the fair values of the assets and liabilities of the subsidiaries acquired. Goodwill is tested for impairment

annually and is carried at cost as established at the date of acquisition of the subsidiary, less accumulated

impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to cash-generating units (CGU) that are expected to

benefit from the business combination in which the goodwill arose. The recoverable amount of CGUs is the higher

of fair value less costs to sell and value in use. If this recoverable amount is less than the carrying amount of the

CGU an impairment loss is recognised immediately in the profit and loss, and it is not subsequently reversed.

Brands

Purchased brands have been assessed as indefinite life intangible assets, after considering factors such as the

expected use of the assets, the period of legal control, the typical product life cycle of these assets, the industry in

which the assets are operating, and the level of maintenance expenditure required. Purchased brands are initially

recognised at fair value if acquired as part of a business combination, and are tested for impairment annually,

or more frequently if there are any indicators of impairment, on the same basis as goodwill.

Patents, trademarks and other rights

Separately acquired patents and trademarks are shown at historical cost. Patents and trademarks have a finite

useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line

method to allocate the cost of patents and trademarks over their estimated useful lives of 10 years.

Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the

specific software. These costs are amortised on a straight line basis over their estimated useful lives of 3 to 10 years.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique software

products controlled by the Group are recognised as intangible assets.

New Zealand Units (NZU)

New Zealand Units are purchased to offset carbon emissions under the New Zealand Emissions Trading Scheme.

The units are measured at cost.

Impairment of non-financial assets

The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether

there is any indication of impairment.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount.

A CGU is the smallest identifiable asset group that generates cash flows that are largely independent from other

assets and groups.

Impairment losses recognised in respect of CGU’s are allocated first to reduce the carrying amount of any goodwill

allocated to the units and then to reduce the carrying amount of any other assets in the unit (or group of units) on a

pro rata basis.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In

assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount

rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment losses are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that

the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the

estimates used to determine the recoverable amount. 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 has been recognised. An impairment loss in relation to

goodwill is not reversed.

PAGE 84 & 85ANNUAL REPORT 2020

08. INTANGIBLE ASSETS (CONTINUED)
GoodwillBrandsPatents,

Trademarks

and Other

Intangibles

Computer

Software

Intangibles

in Progress

New

Zealand

Units

Total

$’000$’000$’000$’000$’000$’000$’000

Year ended 31 July 2019

Opening net book amount (restated)6,026-3524,5323,2002,96717,077

Additions--4973,1707,1175,76516,549

Development costs recognised as an asset----(3,667)-(3,667)

Amortisation charge (note 2)--(131)(1,809)--(1,940)

Asset disposals/surrendered----(123)(1,756)(1,879)

Closing net book value (restated)6,026-7185,8936,5276,97626,140

Year ended 31 July 2019

Current-----3,6863,686

Non-current6,026-7185,8936,5273,29022,454

Closing net book value (restated)6,026-7185,8936,5276,97626,140

Year ended 31 July 2020

Opening net book value6,026-7185,8936,5276,97626,140

Additions--9085,23411,3284,13821,608

Acquisition through business combination (note 18)59,51917,545107263160-77,594

Development costs recognised as an asset--2515(6,183)-(6,143)

Impairment (note 2)----(1,561)-(1,561)

Amortisation charge (note 2)--(344)(2,813)--(3,157)

Asset disposals/surrendered-----(2,203)(2,203)

Closing net book value65,54517,5451,4148,59210,2718,911112,278

Year ended 31 July 2020

Current-----4,2304,230

Non-current65,54517,5451,4148,59210,2714,681108,048

Closing net book value65,54517,5451,4148,59210,2718,911112,278

Intangibles in progress of $10.3m at balance date is predominantly constituted of project to date spend on systems and

process development.

The opening goodwill balance for the year ended 31 July 2019 has been restated to correct an immaterial prior period error

which was identified during the current year. Please refer to Note 18 for further detail.

*This range includes a 30% decrease in Talbot Forest branded FY21 sales, reflecting a conservative downside resulting from the recent

voluntary recall of Talbot Forest branded cheese from customers throughout New Zealand. Refer to Note 18 for further information on

the brand assets acquired.

(a) Impairment tests for indefinite life intangibles

As at 31 July 2020 management has determined that there is no impairment of any CGU containing goodwill.

For the purposes of goodwill impairment testing, goodwill has been allocated to two CGU groups; the Auckland

blending and canning CGU and consumer foods CGU. The recoverable amounts of the CGU’s have been determined

based on value in use.

The value-in-use calculation uses five year future cash flows based on Board approved business plans, due diligence

performed as part of the acquisition, and managements past experience. Based on projected future cash flows,

management has determined that the recoverable amount of the CGU’s exceeds the combined carrying values and

therefore goodwill is not impaired. The business plans were modelled using the following key assumptions:

20202019

Annual revenue growth rates(0.6%) - 7.9%0.0%

Allowance for increase in expenses1.9% - 4.0%2.5%

Pre-tax discount rate10.7% - 15.2%11.8%

Terminal growth rate0.0% - 2.0% 0.0%

20202019

Annual revenue growth rates(30.0%)* - 7.9%0.0%

Allowance for increase in expenses1.9% - 4.0%2.5%

Royalty rate25.0%0.0%

Post-tax discount rate8.5% - 11.2%8.5%

Terminal growth rate0.0% - 2.0% 0.0%

Indefinite life intangibles, which is comprised entirely of brands, has been calculated using the relief from royalty method.

The impairment testing was modelled using the following key assumptions:

Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key assumptions

would not cause the book value of any of the CGU’s, or groups of CGU’s, to exceed their recoverable amount.

PAGE 86 & 87ANNUAL REPORT 2020

09. LEASES
The Group’s leased assets include buildings and plant and equipment. Effective 1 August 2019, the Group adopted

NZ IFRS 16 as outlined in the significant accounting policies section, recognising ROU assets and lease obligations of

$7.2m. The following table reconciles the Group’s lease commitments disclosed in the consolidated financial statements

as at 1 August 2019, to the lease obligations recognised on initial application of NZ IFRS 16:

Lease commitments, 31 July 20198,902

Recognition exemptions for short-term and low-value leases(2,444)

Discounted using the incremental borrowing rate at 1 August 2019(683)

Lease remeasurements1,417

Lease obligations recognised at 1 August 20197,192

Lease obligations were measured at the present value of remaining lease payments at the transition date, discounted at

the Group’s incremental borrowing rate. The Group’s weighted average rate applied at 1 August 2019 was 3.49%.

BuildingsPlant and

Equipment

Total

$’000$’000$’000

RIGHT-OF-USE ASSETS

Cost

Balance as at 1 August 20196,7264667,192

Additions and acquisitions6,497606,557

Acquisitions through business combinations (note 18)8,9927089,700

Foreign exchange differences(9)-(9)

Balance as at 31 July 202022,2061,23423,440

Depreciation

Balance as at 1 August 2019---

Depreciation4,7022464,948

Foreign exchange differences(5)-(5)

Balance as at 31 July 20204,6972464,943

Carrying amounts

Balance as at 1 August 20196,7264667,192

Balance as at 31 July 202017,51098718,497

Total

$’000

LEASE OBLIGATIONS

Contractual, undiscounted cash flows associated with the Group’s lease obligations are as follows:

Within one year5,061

Between one and five years15,015

Beyond five years2,443

Total undiscounted lease obligations22,519

Discounted lease obligations recognised on the Company’s consolidated balance sheet are as follows:

Current4,422

Non-current14,838

Total discounted lease obligations19,260

Interest expense on lease obligations for the year ended 31 July 2020 was $0.45m and is included in finance expense. Operating lease

expenses relating to short-term and low-value leases not included in the measurement of lease obligations for the year ended 31 July

2020 were $1.4m.

PAGE 88 & 89

ANNUAL REPORT 2020

DEBT AND EQUITY
The debt and equity section gives information about the Group’s capital

structure and financing costs related to this structure. This section includes the

following notes:

10 Finance income and expenses 91

11 Loans and borrowings 92

12 Share capital 94

13 Share based payments 95

14 Reserves and retained earnings 97

10. FINANCE INCOME AND EXPENSES

Interest income is recognised using the effective interest method. When a loan or receivable is impaired,

the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted

at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.

Interest income on impaired loans and receivables is recognised using the original effective interest rate.

Interest expense on borrowings, bank and facility fees and transaction costs are recognised in the income

statement over the period of the borrowings, using the effective interest rate method, unless such costs relate

to funding capital work in progress. Interest expense on lease obligations are also recognised in the income

statement in accordance with NZ IFRS 16, which was adopted by the Group during the period. Refer to Note 9 and

Changes in accounting policies for further detail.

20202019

$’000$’000

Interest income on loans and deposits1341,232

Total finance income1341,232

Interest and facility fees(21,414)(16,345)

Capitalised borrowing cost2,0897,526

Interest on leases(452)-

Total finance costs(19,777)(8,819)

Loss on derecognition of financial assets(1,747)(1,842)

Net finance costs(21,390)(9,429)

PAGE 90 & 91

ANNUAL REPORT 2020

11. LOANS AND BORROWINGS
Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing liabilities

are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the

redemption value is recognised in the profit and loss component of the statement of comprehensive income over the

period of the borrowings using the effective interest method.

20202019

Drawn Facility

Amount

Transaction

Costs

Carrying

Amount

Drawn Facility

Amount

Transaction

Costs

Carrying

Amount

$’000$’000$’000$’000$’000$’000

Working capital facility NZD68,910-68,91047,240-47,240

Working capital facility USD33,927-33,92752,386-52,386

Current liabilities102,837-102,83799,626-99,626

Retail bonds180,000(2,987)177,013---

Revolving credit facility250,000(259)249,741250,000(518)249,482

Non-current liabilities430,000(3,246)426,754250,000(518)249,482

(a) Terms of loans and borrowings

The revolving credit facility and working capital facility within the Group are secured under the terms of the General Security

Deed dated 26 June 2013, by which all present and future property is secured to the ANZ Bank and Bank of New Zealand.

The Group facilities include:

• A secured revolving credit facility (Facility A) of $150m maturing on 1 August 2021.

• A secured revolving credit facility (Facility B) of $50m maturing 1 August 2023.

• A secured revolving credit facility (Facility C) of $50m maturing 1 August 2023.

• A secured working capital facility of NZD $320m maturing on 30 September 2020.

The Group recently finalised an additional revolving credit facility of $100m commencing 1 October 2020, stepping down

to $70m on 1 January 2021 and maturing 1 May 2021. It also reduced the working capital facility of $320m to $250m and

extended it for a period of twelve months and extended revolving credit facility A to 1 October 2021.

The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility

arrangements. The Group has met all externally imposed capital requirements for the twelve months ended 31 July 2020

and 31 July 2019.

Retail Bonds

Borrowings under the retail bond programme are supported by a Master Trust Deed and supplemented by the Series

Supplement entered into between the Group and the New Zealand Guardian Trust Company Limited. The retail bonds are

unsecured and unsubordinated. At 31 July 2020, the retail bonds had a fair value of $187.7m, based on NZDX valuation.

Nominal Interest

Rate %

Financial Year of

Maturity

Carrying

Amount 2020

Carrying Amount

2019

Secured revolving credit facility (Facility A, B & C) - ANZ/BNZ1.48 %2021, 2023250,000250,000

Secured working capital facility - ANZ/BNZ - USD1.26 %202033,92752,386

Secured working capital facility - ANZ/BNZ - NZD1.50 %202068,91047,240

Subordinated retail bonds3.83 %2025180,000-

The nominal interest rate is calculated by adding the BKBM rate for NZD facilities, US LIBOR rate for USD facilities and

the applicable margin rate. It excludes line fees and swap costs. Nominal interest rate for the subordinated retail bonds

excludes transaction costs.

PAGE 92 & 93ANNUAL REPORT 2020

12. SHARE CAPITAL
Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a

deduction from the proceeds.

During the reporting period, 83,880 new ordinary shares were granted to participants of the Group’s Long Term Incentive

scheme as a result of share options that were granted under the scheme vesting and being converted to ordinary shares

(2019: nil). These shares were issued to the participants at no cost. Refer to Note 13 for further information.

2020 Shares2019 Shares20202019

$’000$’000

(a) Share capital

Ordinary shares

On issue at beginning of period179,223,028179,223,028268,074268,074

Issue of share capital under employee share plans83,880-470-

On issue at end of period179,306,908179,223,028268,544268,074

(b) Ordinary shares

All issued shares are fully paid and have no par value. Ordinary shares are entitled to one vote per share at meetings of

Synlait Milk Limited. All ordinary shares rank equally with regard to Synlait Milk Limited’s residual assets.

(c) Capital risk management

The Group’s capital includes share capital, retained earnings and reserves.

The Group’s policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain

future development of the business. The impact of the level of capital on shareholders’ return is also recognised and

the Group recognises the need to maintain a balance between the higher returns that might be possible with greater

gearing and the advantages and security afforded by a sound capital position.

The Group is subject to various security ratios within the bank facilities agreement.

The Group’s policies in respect of capital management and allocation are reviewed by the Board of Directors.

(d) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing

the profit or loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted

EPS is determined by adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include

the effects of all potential dilutive shares.

Basic EPS for the 2020 financial period was 41.95 cents (2019: 45.89). Diluted EPS for the 2020 financial period was 41.85 cents

(2019: 45.77).

13. SHARE BASED PAYMENTS

(a) LTI share scheme

Under the LTI share scheme, participants receive Performance Share Rights (“PSRs”) which can be converted into

Ordinary Shares in Synlait Milk Limited in three financial years’ time provided performance hurdles have been

met during the assessment period (the date of award of the PSRs plus three financial years). The number of PSRs

granted to participants is set at one quarter of their base salary divided by Synlait Milk Limited’s share price on the

date of the award of the PSRs.

The PSRs consist of 50% Total Shareholder Return Rights (“TSR Rights”) and 50% Earnings Per Share Rights (“EPS

Rights”). The vesting for both TSR Rights and EPS Rights is determined in accordance with progressive vesting scales.

Synlait Milk Limited’s TSR must be greater than or equal to the 50th percentile of the constituents of the TSR Peer

Group over the assessment period for 50% of the TSR Rights to vest, scaled so that 100% of the TSR Rights vest

if Synlait Milk Limited’s TSR equals or exceeds the 75th percentile of the TSR Peer Group over the assessment

period. The TSR Peer Group is determined as at the date of award of the PSRs.

If Synlait Milk Limited’s EPS over the assessment period equals a Board approved EPS target, 50% of the EPS

Rights vest, scaled so that 100% of the EPS Rights vest if Synlait Milk Limited’s EPS over the assessment period

equals the Board approved EPS target plus 10%.

For either performance hurdle to be met, Synlait Milk Limited’s TSR must be positive over the assessment period.

No exercise price is payable upon exercise of a PSR, Synlait Milk Limited’s ordinary shares being delivered to a

participant for nil consideration. The LTI share scheme is an annual scheme with PSRs granted to Board approved

participants each year, noting however that the annual award is assessed over a three year period.

None of the above shares are held by the Group or its subsidiaries.

PAGE 94 & 95

ANNUAL REPORT 2020

The table below sets out the movement in LTI share scheme PSR’s during the year:
20202019

Outstanding 1 August472,934506,839

Granted during the year148,005134,582

Forfeited during the year(202,079)(168,487)

Exercised during the year(83,880)-

Total334,980 472,934

2020 PSRs2019 PSRs

Risk free rate0.83 %1.97 %

Volatility37.70 %35.84 %

Share price at entitlement date9.7910.81

Share price at grant date9.1 88.66

Total value of options granted at grant date ($000’s)783559

20202019

$’000$’000

Expenses for equity settled share based payment transactions523 644

During the period, 83,880 new ordinary shares were granted to participants of the LTI scheme. See Note 12 for further detail.

The fair value of the PSRs awarded at grant date has been determined by an independent third party valuer, using a Monte

Carlo simulation to model the total share return for Synlait and the TSR peer group. The fair value of the PSRs awarded,

along with key assumptions, are listed below:

The estimated value of the PSRs is amortised over the vesting period from grant date.

(b) Expenses arising from share based payment transactions

Total expenses arising from share based payment transactions recognised during the period as part of employee benefit

expense were as follows:

14. RESERVES AND RETAINED EARNINGS

(a) Retained earnings

Movements in retained earnings were as follows:

Group

20202019

$’000$’000

Balance 1 August248,775166,536

Net profit for the year75,20882,239

Balance 31 July323,983 248,775

(b) Nature and purpose of reserves

(i) Cash flow hedge reserve

The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value hedging

instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate transactions that have

not yet occurred.

(ii) Employee benefits reserve

The current year movement in the employee benefits reserve of ($0.3m) is comprised of the cumulative share based

payment expense for share options not yet vested of $0.5m (2019: $0.6m), vesting of rights during the period of ($0.5m)

(2019: $nil) and the related movement in deferred tax asset of ($0.3m) (2019: $0.1m)

(c) Dividends

No dividends were declared by the Group during the year.

PAGE 96 & 97ANNUAL REPORT 2020

FINANCIAL RISK
MANAGEMENT

The financial risk management section presents information about the Group’s

financial risk exposures and the financial instruments used to mitigate this. This

section includes the following notes:

15 Financial risk management 99

16 Financial instruments 106

15. FINANCIAL RISK MANAGEMENT

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,

foreign exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps

and commodity derivative contracts.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk

and commodity price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses

on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial

performance. The Group uses derivative financial instruments to hedge certain risk exposures.

On 1 April 2020, the Group completed the acquisition of 100% of the shares of Dairyworks Limited (“Dairyworks”). See

Note 18 for further details. The acquisition has introduced additional financial risks similar to the financial risks of the

Group. Dairyworks currently has its own separate treasury policy from the Group’s policy with the need for its own risk

management parameters to reflect the business and markets that it operates in. Any deviation in Dairyworks’ policy

from the Group is made explicit in the notes below.

Market risk

Foreign exchange risk

The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars.

The Group is also exposed to foreign currency risk on the purchase of raw materials for production and capital

equipment purchases from overseas. The Group enters into derivative arrangements in the ordinary course of

business to manage foreign currency risk. These instruments include forward exchange contracts, option collars and

vanilla options. These instruments enable the Group to mitigate the risk the variable exchange rates present to future

cash flows for sales receipts or purchases by fixing or limiting the exchange rate at which these cash receipts or

payments are exchanged into NZ dollars.

In relation to foreign exchange contracts are entered into based on forecast cash receipts or payments, variability

in the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the risk of

ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the

future the exposure exists given the increasing uncertainty of cash flows. Additionally the Group’s policy is that the

proportion of risk exposure to be hedged changes on a monthly basis in response to the movement in market rates.

As at 31 July 2020, the Group has hedged 62% of its exposure to foreign exchange risk on sales, and 23% of its

exposure to foreign exchange risk on payables, over the following 2 years.

In addition to the above exposure, Dairyworks had entered USD $2.8m of foreign exchange contracts for confirmed

purchase of raw materials for production payable within several months of reporting date.

PAGE 98 & 99ANNUAL REPORT 2020

Interest rate risk
Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market

interest rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.

The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to

fixed interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based on

forecast debt levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate the risk

of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future

the exposure exists given the increasing uncertainty of cash flows.

The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken. The policy

requires the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within 3 years, 20% to 60% of

the risk that matures between 3 and 5 years, and 0% to 40% of the risk that matures between 5 and 10 years.

Commodity Price Risk

Dairy commodity price risk is the risk of volatility in profit and loss from the movement in dairy commodity prices to

which the Group may be exposed. Volatility in global dairy commodity prices can have an adverse impact on the

Groups earnings and milk price by eroding selling prices and increasing input costs.

The Group primarily manages its dairy commodity price risk by:

• Determining the most appropriate mix of products to manufacture based on the milk supply curve and global

demand for dairy products;

• Governing the length and terms of sales contracts so that sales revenue is reflective of current market prices

and is, where appropriate, linked to Global Dairy Trade (GDT) prices; and

• Using commodity derivative contracts to manage sales price volatility caused by fluctuations in GDT prices.

The Group has a Board approved treasury policy that sets the parameters under which commodity cover is to be

taken, including permitted derivative types and volume limits.

Credit risk

The Group’s exposure to credit risk is mainly influenced by its customer base and banking counterparties.

Management has a credit policy in place under which each new customer is rigorously analysed for credit

worthiness. Investments and derivatives are only entered into with reputable financial banks.

The carrying amount of financial assets represents the Group’s maximum credit exposure. The Group also retains

all the late payment risk in the derecognition of financial assets, as described in note 4.

Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due. The Group

evaluates its liquidity requirements on an ongoing basis and uses a variety of facilities to manage liquidity risk.

The Group has negotiated banking facilities sufficient to meet its medium term facility requirements.

The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines

of credit. It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.

15. FINANCIAL RISK MANAGEMENT (CONTINUED)

Market risk

(i) Foreign exchange risk

The Group’s exposure to foreign currency risk at the reporting date was as follows:

20202019

USDAUDEURRMBUSDAUDEURRMB

$’000$’000$’000$’000$’000$’000$’000$’000

Trade receivables23,0393,479--34,46236-18

Trade payables(7,142)(605)(243)-(363)-(11)-

Working capital facility(22,487)---(34,300)---

PAGE 100 & 101

ANNUAL REPORT 2020

20202019
Weighted Average

Interest Rate

Nominal

Balance

Weighted Average

Interest Rate

Nominal

Balance

%$’000%$’000

Less than 1 year4.26 %57,2504.23 %79,500

1 to 2 years4.36 %40,0004.26 %57,250

2 to 3 years4.36 %40,0004.36 %40,000

3 to 4 years4.20 %30,0004.36 %40,000

4 to 5 years3.54 %15,0004.20 %30,000

5 to 6 years3.56 %10,0003.54 %15,000

6 to 7 years-%-3.56 %10,000

Post-tax impact on the

income statement

Post-tax impact on cash

flow hedge reserve (equity)

2020201920202019

$’000$’000$’000$’000

Interest rates

100 basis point increase in interest rate(2,879)(2,185)1,2521,764

100 basis point decrease in interest rate2,8792,185(1,303)(1,843)

Foreign exchange rates

5% increase in exchange rate--27,12723,985

5% decrease in exchange rate--(29,966)(26,504)

(ii) Interest rate risk

As at the reporting date, the Group had the following interest rate swap contracts outstanding:

The above balances include forward start swap contracts for various periods and do not necessarily reflect the current active

contracts held at any one point in time.

In managing interest rate risks, the Group aims to reduce the impact of short term fluctuations on the Group’s earnings.

Over the longer term, however, changes in interest rates will have an impact on profit.

(iv) Commodity derivatives

During the reporting period the Group entered into a small number of commodity derivative contracts to further support

the Group’s existing financial risk management strategy. The movement in the fair value of the commodity derivatives is

included within the cash flow hedge reserve.

Liquidity risk

The total repayments and associated maturity of financial liabilities as at balance date is reported below.

Less than

12 months

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

Total

$’000$’000$’000$’000$’000

At 31 July 2020

Working capital facility102,837---102,837

Trade and other payables238,770---238,770

Loans and borrowings-149,790276,964-426,754

Derivative financial instruments14,1488352,7821,18818,953

Lease liabilities4,4223,2068,1063,52519,260

Total360,177153,831287,8524,713806,574

At 31 July 2019

Working capital facility99,626---99,626

Trade and other payables216,020---216,020

Loans and borrowings-149,58099,902-249,482

Derivative financial instruments27,9606,5693,20191638,647

Total343,606156,149103,103916603,775

15. FINANCIAL RISK MANAGEMENT (CONTINUED)

20202019

Weighted Average

Exchange Rate

Nominal

Balance

Weighted Average

Exchange Rate

Nominal

Balance

USD$’000USD$’000

Exports

Less than 1 year0.6478379,5000.6895353,150

1 to 2 years0.6318192,0500.6765160,600

Imports

Less than 1 year0.6368(46,021)0.6752(42,467)

The Group’s exposure to foreign currency in the period ended 31 July 2020 is limited to its sales of dairy products,

purchases of raw materials for production, capital equipment purchases and USD working capital facility. As at the

reporting date, the Group had the following foreign exchange derivative instruments outstanding in respect of future

sales and purchases transactions:

(iii) Sensitivity analysis

The following table summarises the sensitivity of the Group’s profit and equity to interest rate risk and foreign exchange risk.

The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of

changing interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the

financial instrument outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one

input whilst keeping the others constant.

PAGE 102 & 103ANNUAL REPORT 2020

Hedging instruments used
in cash flow hedges

Nominal

Amount

Carrying AmountHedge Accounted

Amounts in Cash

Flow Reserve

Total Cash Flow

Hedge Reserve

AssetsLiabilities Intrinsic Value

$’000NZD$’000NZD$’000NZD$’000NZD’000

31 July 2020

Foreign exchange risk

Foreign exchange contracts (USD)528,33736,41912,07824,34124,341

Interest rate risk

Interest rate swaps57,250-6,777(6,777)(6,777)

Commodity price risk

Dairy commodity futures (NZD)12,016195---

Total36,61418,85517,56417,564

At 31 July 2019

Foreign exchange risk

Foreign exchange contracts (USD)471,2832,32031,531(29,211)(29,211)

Interest rate risk

Interest rate swaps79,500-7,116(7,116)(7,116)

Commodity price risk

Dairy commodity futures (NZD)5,30783--8

Total2,40338,647(36,327)(36,319)

Cash flow hedges

The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in

accounting policy section of this note.

The above table does not include USD $2.8m foreign exchange contracts held by Dairyworks as it has not elected to cash flow hedge.

Hedging instruments are located within the derivative financial instruments line items in the statement of financial position, classified as

assets or liabilities, current or non-current.

15. FINANCIAL RISK MANAGEMENT (CONTINUED)

20202019

Effects of Cash Flow

Hedges on Statement of

Comprehensive Income

Hedging Gains/(losses)

Recognised in Other

Comprehensive Income

Hedge Ineffectiveness

Recognised in Profit

or Loss

Hedging Gains/(losses)

Recognised in Other

Comprehensive Income

Hedge Ineffectiveness

Recognised in Profit

or Loss

$’000$’000$’000$’000

Foreign exchange risk

Forward exchange contracts53,551-(19,703)-

Foreign currency collars--154-

Interest rate risk

Interest rate swaps339-(1,578)-

Commodity price risk

Dairy commodity futures (NZD)(8)(299)(196)-

Total53,882(299)(21,323)-

Impact to reserves in equity

The impact of the Group’s hedge accounting policies on the reserves in equity is presented in the table below:

20202019

Hedge Reserves$’000$’000

Opening balance(26,148)(10,796)

Movements attributable to cashflow hedges:

Change in value of effective derivative hedging instruments16,841(29,589)

Reclassifications to the income statement as hedged transactions occurred37,0418,266

Tax (credit)/expense(15,087) 5,971

Total movement38,795(15,352)

Closing balance12,647 (26,148)

PAGE 104 & 105

ANNUAL REPORT 2020

16. FINANCIAL INSTRUMENTS
Classification

The Group classifies its financial assets in three categories: at amortised cost, at fair value through other

comprehensive income and at fair value through profit or loss. The classification of financial assets depends on the

business model within which the financial asset is held and its contractual cash flow characteristics.

The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.

(i) Financial instruments at amortised cost

Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial

assets for collecting cash flows and the contractual terms give rise on specified dates to cash flows that are solely

payments of principal and interest.

The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and

other receivables as financial assets measured at amortised cost.

Financial liabilities are classified as measured at amortised cost using the effective interest method, with the

exception of those classified at fair value.

The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as

financial liabilities measured at amortised cost.

(ii) Financial instruments at fair value through other comprehensive income (“FVOCI”)

The Group has elected to designate certain investments in equity instruments that are not held for trading as FVOCI

at initial recognition and to present gains and losses in other comprehensive income. Dividends earned from such

investments are recognised in profit or loss.

(iii) Financial instruments at fair value through profit or loss (“FVPL”)

Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI

are classified as FVPL.

Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.

Recognition and measurement

The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions

of the instrument.

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group

commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all

financial assets not classified at fair value through profit or loss. Financial assets carried at fair value through profit or

loss are initially recognised at fair value, and transaction costs are expensed in the profit and loss component of the

statement of comprehensive income.

Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and

foreign exchange gains or losses are recognised in profit or loss. On derecognition, any gain or loss is

recognised in profit or loss. Financial liabilities subsequently measured at amortised cost are measured using

the effective interest method.

Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in other

comprehensive income. Dividends earned from such investments are recognised in profit or loss.

Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.

A key management judgement is the assessment that substantially all the risks and rewards of ownership have been

transferred in the derecognition of financial assets.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or

have been transferred and the Group has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.

Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for

disclosure purposes.

As the Group’s financial instruments, with the exception of retail bonds, are not traded in active markets their fair value

is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based

on market conditions existing at each balance date.

All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13, with

the exception of the retail bonds, which are included in level 1. The retail bonds are listed instruments on the NZDX and

the Group is satisfied there is sufficient trading in these instruments to qualify as an active market.

PAGE 106 & 107ANNUAL REPORT 2020

The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date.
The fair value of foreign exchange option agreements is determined using forward exchange rates at balance date.

The fair value of interest rate swaps is determined using forward interest rates as at reporting date. The fair value of

commodity derivatives is determined using NZX settlement prices.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there

is a current legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis

or realise the asset and settle the liability simultaneously. There are master netting agreements in place for derivative

financial instruments held, however these instruments have not been offset in the statement of financial position as they

do not currently meet the criteria for offset.

Impairment of financial assets

The Group has adopted the expected credit loss (“ECL”) model. For further detail please refer to Note 4.

The Group assesses whether there is evidence that a financial asset or group of financial assets is impaired,

with the exception of assets that are fair valued through profit or loss. A financial asset or a group of financial

assets can be impaired and the impairment losses are recognised in accordance with IFRS 9. The Group continues

to assess if historical and future objective evidence of impairment exists after the initial recognition of the asset.

Derivative financial instruments - hedge accounting

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate risk,

foreign exchange rate risk, and commodity price risk including forward exchange contracts, interest rate swaps, and

commodity derivative contracts.

Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are

subsequently remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain

or loss that results from changes in fair value of the derivative is recognised in earnings immediately, unless the

derivative is designated and effective as a hedging instrument. Hedges of highly probable forecast transactions or

hedges of foreign currency risk of firm commitments are designated as cash flow hedges by the Group, with the

exception for Dairyworks.

The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the

hedged item is 12 months or less from balance date, or when cash flows arising from the hedged item will occur

within 12 months or less from balance date. The full fair value of a hedging derivative is classified as a non-current

asset or liability when the remaining maturity of the hedged item is more than 12 months and no cash flows will occur

within 12 months of balance date.

16. FINANCIAL INSTRUMENTS (CONTINUED)

(i) Hedge accounting

The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash

flow hedges. Hedges of risk on firm commitments and highly probably transactions are accounted for as cash flow

hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument

and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge

transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether

the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values

or cash flows of the hedged item.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow

hedges are recognised in other comprehensive income and accumulated as a separate component of equity

in the hedging reserve. The gain or loss relating to the ineffective portion and reclassification adjustments are

recognised immediately in profit or loss, included in revenue for foreign exchange instruments and commodity

price derivatives, and finance costs for interest rate swaps.

Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification

adjustment) in the periods when the hedged item is recognised in profit or loss, in the same line as the recognised

hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument

expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss

recognised in the hedging reserve at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative

gain or loss that was recognised in the hedging reserve is immediately recorded in profit or loss.

The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the

intrinsic value as the hedging instrument. The time value, including any gains or losses, is recognised in other

comprehensive income until the hedged transaction occurs and is recognised in profit or loss.

(iii) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instrument that does not qualify for hedge accounting are recognised immediately in the income statement.

PAGE 108 & 109ANNUAL REPORT 2020

At Amortised CostAt Fair Value Through
Other Comprehensive

Income

At Fair Value Through

Profit or Loss

Total

Financial assets$’000$’000$’000$’000

At 31 July 2020

Cash and cash equivalents5,887--5,887

Derivative financial instruments--36,61436,614

Trade and other receivables63,057--63,057

Instruments in equity-143-143

Total68,94414336,614105,701

At 31 July 2019

Cash and cash equivalents16,007--16,007

Derivative financial instruments--2,4032,403

Trade and other receivables61,933--61,933

Instruments in equity-110-110

Total77,9401102,40380,453

At Amortised CostAt Fair Value Through

Profit or Loss

Total

Financial liabilities$’000$’000$’000

At 31 July 2020

Derivative financial instruments-18,95318,953

Working capital facility102,837-102,837

Trade and other payables238,770-238,770

Borrowings426,754-426,754

Total768,36118,953787,314

At 31 July 2019

Derivative financial instruments-38,64738,647

Working capital facility99,626-99,626

Trade and other payables216,020-216,020

Borrowings249,482-249,482

Total565,12838,647603,775

(a) Financial instruments by category

All derivative financial instruments are designated in effective hedge relationships, with exception for derivative financial

instruments held by Dairyworks.

For instruments held at amortised cost, carrying amount is considered a reasonable approximation for fair value, with exception to

the Retail Bond.

16. FINANCIAL INSTRUMENTS (CONTINUED)OTHER

This section contains additional information regarding the performance of the

group during the financial year. This section includes the following notes:

17 Income tax 112

18 Business combinations 116

19 Other investments 120

20 Related party transactions 122

21 Contingencies 125

22 Commitments 126

23 Events occurring after the reporting period 127

24 Other accounting policies 127

PAGE 110 & 111ANNUAL REPORT 2020

17. INCOME TAX
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss

component of the statement of comprehensive income, except to the extent that it relates to items recognised

in either other comprehensive income or directly in equity. In these cases, the tax is also recognised in other

comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively

enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the

carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation

purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences

when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against

which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are

reduced to the extent that it is no longer probable that the related tax benefit will be realised.

New Zealand tax consolidated group

Synlait Milk Limited and its wholly-owned New Zealand controlled entity, Synlait Milk Finance Limited, form a tax

consolidated group. The New Zealand Dairy Company Limited, Eighty Nine Richard Pearse Drive Limited, Synlait

Foods (Talbot Forest) Limited and Dairyworks Limited are not members of the tax consolidated group.

20202019

$’000$’000

(a) Income tax expense

Current tax expense

Current tax on profits for the year(21,614)(29,220)

Current tax on prior period adjustments4,212721

Total(17,402)(28,499)

Deferred tax expense

Temporary differences(7,070)(3,433)

Changes in tax rates and laws2,229-

Prior year adjustments(4,473)(925)

Tax losses to carry forward2317

Total deferred tax(9,291)(4,341)

Income tax expense(26,693)(32,840)

(b) Reconciliation of effective tax rate

Profit before income tax101,901115,079

Income tax using the Group’s domestic tax rate - 28%(28,532)(32,222)

Non-deductible costs(889)(533)

Total(29,421)(32,755)

Prior year adjustments(261)(85)

Deferred tax credit relating to changes in tax rates and laws2,229-

Research and development tax credit779-

Other tax effects for reconciliation between accounting profit and tax expense(19)-

Total2,728(85)

Income tax expense(26,693)(32,840)

20202019

$’000$’000

(c) Imputation credits

Imputation credits available directly and indirectly to the shareholders of the Group98,00983,219

As part of the New Zealand Government’s COVID-19: Economic Response Package, depreciation deductions will be

reintroduced for new and existing industrial and commercial buildings from the 2020/21 tax year. The Group have determined

that, as a result of this legislative change, the tax base of certain assets has increased, reducing a taxable temporary

difference (deferred tax liability) previously recognised. The impact of these changes has resulted in a reduction in deferred

tax liabilities and a reduction in tax expense of $2.2m.

PAGE 112 & 113ANNUAL REPORT 2020

17. INCOME TAX (CONTINUED)
(d) Income tax recognised in other comprehensive income

The tax (charge)/credit relating to components of other comprehensive income is as follows:

(e) Deferred taxation

The balance comprises temporary differences attributable to:

Before TaxTax (Expense)/BenefitAfter Tax

$’000$’000$’000

31 July 2020

Cash flow hedges53,882(15,087)38,795

Other comprehensive income subject to tax53,882(15,087)38,795

31 July 2019

Cash flow hedges(21,323)5,971(15,352)

Other comprehensive income subject to tax(21,323)5,971(15,352)

20202019

$’000$’000

(restated)

Assets

Derivatives-10,170

Tax losses carried forward23112

Other items2,7932,128

Total deferred tax assets2,81612,410

Liabilities

Property, plant and equipment(47,632)(37,444)

Derivatives(4,918)-

Intangible assets(4,913)-

Total deferred tax liabilities(57,463)(37,444)

Total deferred tax(54,647)(25,034)

Balance

1 Aug 2018

Recognised

in Profit or

Loss

Recognised

in Other

Comprehensive

Income

Recognised

Directly in

Equity

Recognised

from a

Business

Combination

Prior Year

Adjustment

Balance 31

July 2019


Movements - Group

$’000

(restated)

$’000$’000$’000$’000$’000$’000

Property, plant and equipment(32,528)(4,165)---(751)(37,444)

Derivatives4,199-5,971---10,170

Other items1,287603-84-1552,128

Tax losses carried forward295(178)---(5)112

Total(26,747)(3,740)5,97184-(602)(25,034)

Balance

1 Aug 2019

Recognised

in Profit or

Loss

Recognised

in Other

Comprehensive

Income

Recognised

Directly in

Equity

Recognised

from a

Business

Combination

Prior Year

Adjustment

Balance 31

July 2020


Movements - Group

$’000 $’000$’000$’000$’000$’000$’000

Property, plant and equipment(37,444)(5,921)--227(4,495)(47,633)

Derivatives10,170-(15,087)---(4,918)

Other items2,1281,080-(389)(160)1342,793

Tax losses carried forward11223---(112)23

Intangible assets----(4,912)-(4,912)

Total(25,034)(4,818)(15,087)(389)(4,845)(4,473)(54,647)

The opening deferred tax balance relating to Plant, Property and Equipment for the year ended 31 July 2019 has been restated to

correct an immaterial prior period error which was identified during the current year. Please refer to Note 18 for further detail.

PAGE 114 & 115

ANNUAL REPORT 2020

18. BUSINESS COMBINATIONS
Acquisitions of businesses are accounted for using the acquisition method. The cost of the acquisition is

measured at fair value, which is calculated as the sum of the assets given, liabilities incurred or assumed, and

equity instruments issued by the Group, at acquisition date, in exchange for control of the acquiree. Acquisition

related costs are recognised in profit or loss as incurred. The results of subsidiaries acquired or disposed of

during the year are included in the Consolidated Income Statement from the date of acquisition or up to the date

of disposal as appropriate.

(a) Talbot Forest Cheese Limited

On 1 August 2019, the Group completed the acquisition of selected assets and liabilities of Talbot Forest Cheese Ltd (“TFC”)

for total consideration of $38.3m, including inventory. The acquirer was a newly incorporated company, Synlait Foods (Talbot

Forest) Limited. On the acquisition date, the Group paid $18.8m. Of the remaining consideration payable, $18.1m was applied

against an intercompany loan owed by the vendor to the Group and the remaining $1.4m was paid over the course of FY20

upon completion of pre-completion works and plant acceptance tests. The acquisition has been accounted for in accordance

with IFRS 3, Business Combinations.

The acquisition of TFC includes a cheese manufacturing plant located in Temuka, New Zealand, capable of

manufacturing a variety of cheese products with an annual production capacity of 12,000MT, along with a consumer

cheese brand. The acquisition excludes the Talbot Forest Cheese artisan factory in Geraldine, New Zealand.

The following summarises the consideration paid for TFC and amounts of assets acquired and liabilities assumed

recognised at the acquisition date:

August 1, 2019

$’000

Current Assets

Inventory2,520

Non-current Assets

Property, plant and equipment12,745

Land and buildings5,960

Brand1,700

Non-current Liabilities

Deferred Tax(708)

Total identifiable net assets at fair value22,217

Goodwill arising on acquisition16,132

Total consideration38,349

Less: Debt and accrued interest payable owed to the Group extinguished upon acquisition(18,077)

Net cash outflow on acquisition20,272

The land, buildings, plant and equipment, inventory, and brand have been recognised at acquisition date fair values

based on third party valuations. Goodwill arose in the acquisition of the business operations of TFC because the cost of

acquisition reflected the benefit of future cash flows above the current fair market value of the assets acquired, and the

synergies and future market benefits expected to be obtained from the cheese manufacturing plant and related brand.

Acquisition costs of $0.1m and $0.3m have been recognised in the income statements for the years ended 31 July 2020

and 31 July 2019, respectively.

Impact of the acquisition on the results of the Group

From the date of acquisition, TFC has contributed $11.5m to revenue and a loss of ($4.7m) to net profit after tax. Had the

combination not taken place, revenue of the Group from continuing operations would have been $1,290.5m, and the net

profit from continuing operations for the Group would have been $79.9m.

(b) Dairyworks Limited

On 1 April 2020, the Group completed the acquisition of 100% of the shares of Dairyworks Ltd. (“Dairyworks”). The

purchase price of Dairyworks was $112 million on the basis of a debt and cash-free business. The acquisition was priced

using a locked box mechanism whereby the equity price of Dairyworks was determined or “locked-in” based on an

effective date balance sheet of 30 September 2019.

Debt, working capital, and other purchase price adjustments, based on the 30 September 2019 locked box adjustments

resulted in final consideration of $63.6m being transferred to the vendors of Dairyworks. Immediately following

acquisition, the Group repaid $43.0m of outstanding debt and accrued interest which was assumed as part of the

acquisition, utilising existing banking facilities.

Dairyworks’ operations are located in Christchurch, New Zealand. It specialises in the processing, packaging, and

marketing of dairy products including cheese, butter, ice cream, and milk powder through it’s four brands Alpine, Rolling

Meadow, Dairyworks, and Deep South. Dairyworks is one of the largest sellers of everyday dairy products in the New

Zealand consumer market.

The acquisition has been accounted for in accordance with IFRS 3, Business Combinations. The following summarises

the consideration paid for Dairyworks and fair values of assets acquired and liabilities assumed recognised at the

acquisition date.

PAGE 116 & 117ANNUAL REPORT 2020

18. BUSINESS COMBINATIONS (CONTINUED)
August 1, 2020

$’000

Current Assets

Cash and cash equivalents10,932

Trade receivables26,508

Inventory31,474

Other current assets413

Non-current Assets

Intangible assets530

Deferred tax assets472

Capital work in progress233

Property, plant and equipment15,336

Right-of-use assets9,700

Brands15,845

Current Liabilities

Trade and other payables(29,137)

Current tax liabilities(4,573)

Loans and borrowings(43,224)

Lease liability - current(1,399)

Non-current Liabilities

Deferred tax liabilities attributable to fair value differentials(4,609)

Lease liability - non-current(8,301)

Total identifiable net assets at fair value20,200

Goodwill arising on acquisition43,387

Total consideration63,587

Purchase price112,000

Less: Effective date adjustment for working capital and net debt(40,441)

Less: Interim period and other adjustments(7,972)

Total consideration transferred63,587

Less: Cash and cash equivalents acquired(10,932)

Net cash outflow on acquisition52,655

The land, buildings, plant and equipment, inventory, and brands have been recognised at acquisition date fair values

based on third party valuations. Right of use assets have been recognised at acquisition date present values of

remaining lease payments.

The acquisition gave rise to brand assets for the Rolling Meadow, Alpine, Dairyworks, and Deep South brands. The

brands were valued using the relief from royalty method. Key assumptions used in the valuation of the brand assets

were: notional royalty rate (25.0%), annual revenue growth rate (2.0% to 5.2%), post-tax discount rate (13.5%), and

terminal growth rate (2.0%).

This error has had no impact on either the earnings per share or diluted earning per share of the Group in any of the reporting

periods affected.

2017201820192020

Balance sheet (extract)$’000$’000$’000$’000

Goodwill2,3832,3832,3832,383

Deferred tax liabilities(2,383)(2,383)(2,383)(2,383)

Increase/(decrease) to net assets----

Goodwill arose in the acquisition of the business operations of Dairyworks because the cost of acquisition reflected the

benefit of future cash flows above the current fair market value of the assets acquired, and the synergies and future

market benefits expected to be obtained from Dairyworks’ operations and related brands.

Acquisition costs of $0.8m and $0.1m have been recognised in the income statements for the years ended 31 July 2020

and 31 July 2019, respectively.

Impact of the acquisition on the results of the Group

From the date of acquisition, Dairyworks has contributed $81.5m to revenue and $2.5m to net profit after tax. Had the

combination not taken place, revenue of the Group from continuing operations would have been $1,220.5m, and the net profit

from continuing operations for the Group would have been $72.7m. Had the acquisition occurred on 1 August 2019, revenue of

the Group would have been $1,465.8m and net profit would have been $79.0m.

During FY20 the Group began to leverage synergies between Synlait Foods (Talbot Forest) Limited and Dairyworks by

establishing an integrated cheese value chain. For the purposes of goodwill impairment testing, the Group has treated Synlait

Foods (Talbot Forest) Limited and Dairyworks as a single consumer food service cash generating unit. See Note 8 for further

detail on goodwill and impairment testing.

(c) Prior Period Error

During the year, an immaterial prior period error was identified in relation to the recognition of the acquisition of Eighty-

Nine Richard Pearse Drive Limited (see Note 17 in the Group financial statements for the year ended 31 July 2017 for further

information on the acquisition).

As part of the acquisition, a building was acquired which was non-depreciable for tax purposes as it had an estimated useful

life of 50 years or greater (building cost of $8.5m). A deferred tax liability was not recognised on the building in accordance

with NZ IAS 12 Income Taxes and NZ IFRS 3 Business Combinations as the initial recognition exemption was incorrectly

applied. Had a deferred tax liability been recognised, goodwill recognised on the acquisition would have increased by $2.4m.

The Group has elected to correct the error in the current period to ensure accuracy of these balances going forward. Each of

the affected financial statement line items for the prior periods have been restated as follows

PAGE 118 & 119ANNUAL REPORT 2020

19. OTHER INVESTMENTS
Investments in associates

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling

interest, and has significant influence. Investments in associates are accounted for using the equity method and are

measured in the statement of financial position at cost plus post acquisition changes in the Group’s share of net assets.

Goodwill relating to associates is included in the carrying amount of the investment. Dividends reduce the carrying

value of the investment.

Associates

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited.

The investment is not individually significant to the Group. The Group’s share of this equity accounted investment is as follows:

The carrying value of the investment in New Hope Nutritionals at balance date:

20202019

$’000$’000

Equity securities110110

Investment in associates33-

Total other investments143110

Synlait Milk Limited held, either directly or indirectly, interests in the following entities at the end of the reporting period:

Equity Holding


Name of entity

Country of

Incorporation

Class of

Shares

2020

%

2019

%

Synlait Milk Finance Limited (Subsidiary)New ZealandOrdinary100100

The New Zealand Dairy Company Limited (Subsidiary)New ZealandOrdinary100100

Eighty Nine Richard Pearse Drive Limited (Subsidiary)New ZealandOrdinary100100

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)ChinaOrdinary2525

Synlait Business Consulting (Shanghai) Limited (Subsidiary)ChinaOrdinary100100

Synlait Foods (Talbot Forest) Limited (Subsidiary)New ZealandOrdinary100-

Dairyworks Limited (Subsidiary)New ZealandOrdinary100-

Dairyworks (Australia) Pty Limited (Subsidiary)AustraliaOrdinary100 -

20202019

$’000$’000

Gain/(loss) from continuing operations33 (580)

Total33 (580)

20202019

$’000$’000

Opening balance-580

Share of gains/(losses)33(580)

Total33-

PAGE 120 & 121

ANNUAL REPORT 2020

20. RELATED PARTY TRANSACTIONS
Parent entity

Bright Dairy Holding Limited hold 39.02% of the shares issued by Synlait Milk Limited (2019: 39.04%). Bright Dairy Holding

Limited is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples’ Republic of China.

Other related entities

In June 2013, a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all

banking facilities for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is

charged at market rates.

In January 2015, the Group acquired 25% of the shares of Sichuan New Hope Nutritionals, an infant formula company

registered in China. This company owns and markets the “Akara” and “E-Akara” infant formula brands in the Chinese

market, which are exclusively manufactured by Synlait Milk Limited. New Hope Innovation (Hong Kong) Trading

Company Limited is a related entity of Sichuan New Hope Nutritionals and is engaged in the import and export of dairy

foods. Main products include whole milk powder, skim milk powder and whey powder. The company is the Hong Kong

operations of the Chinese New Hope Dairy group, New Hope Dairy.

In May 2017 Synlait Milk Limited acquired 100% of the share capital of The New Zealand Dairy Company Limited and

Eighty Nine Richard Pearse Drive Limited. The New Zealand Dairy Company Limited was constructing a blending and

canning plant in Auckland, which was subsequently sold to Synlait Milk Limited. The New Zealand Dairy Company

Limited is now a non-trading entity. Eighty Nine Richard Pearse Drive Limited owns the land and buildings at which the

Auckland blending and canning plant was constructed. Eighty Nine Richard Pearse Drive Limited leased its land and

buildings to The New Zealand Dairy Company Limited, and now leases them to Synlait Milk Limited.

In May 2019, Synlait Business Consulting (Shanghai) Limited was incorporated. The wholly owned foreign entity started

operations from 1 August 2019 and the principal activity of the entity is to provide services to assist Synlait to market

products in China.

In August 2019, the Group acquired selected assets and liabilities of Talbot Forest Cheese Limited. The acquirer was a

newly incorporated company, Synlait Foods (Talbot Forest) Limited. Synlait Foods (Talbot Forest) Limited manufactures a

variety of cheese products. Synlait Milk Limited supplies various dairy products to Synlait Foods (Talbot Forest) Limited,

most notably raw milk.

In April 2020, Synlait Milk Limited acquired 100% of the share capital in Dairyworks Limited. Dairyworks Limited

specialises in the processing, packaging, and marketing of dairy products, including cheese, butter, ice cream and milk

powder. Synlait Foods (Talbot Forest) Limited supplies manufactured cheese products to Dairyworks Limited. Dairyworks

Limited owns an Australian subsidiary, Dairyworks (Australia) Pty Limited.

Refer to Note 18 for further information on the acquisitions of both Synlait Foods (Talbot Forest) Limited and Dairyworks

Limited which occurred in the year ended 31 July 2020

Key management and personnel compensation

Other than their salaries and bonus incentives, there are no other benefits paid or due to directors and executive

officers as at 31 July 2020. The total short-term benefits paid to the key management and personnel is set out below.

20202019

$’000$’000

Short term benefits6,3985,773

Share based payments expenses (note 13)523644

PAGE 122 & 123

ANNUAL REPORT 2020

20. RELATED PARTY TRANSACTIONS (CONTINUED)21. CONTINGENCIES
(c) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with related parties other than key

management personnel:

20202019

$’000$’000

Purchase of goods and services

Bright Dairy and Food Co Ltd - Directors fees259196

Sale of goods and services

Bright Dairy and Food Co Ltd - Sale of milk powder products4,0746,464

Bright Dairy and Food Co Ltd - Reimbursement of costs-(91)

New Hope Innovation (Hong Kong) Trading Company Limited - Sale of milk powder products1,773-

(b) Transactions with other related parties

20202019

$’000$’000

Current receivables (sales of goods and services)

Bright Dairy and Food Co Ltd - Sale of milk powder products-1

Bright Dairy and Food Co Ltd - Reimbursement of costs(492)(233)

Sichuan New Hope Nutritionals Ltd - Sale of milk powder products(71)(72)

Sichuan New Hope Nutritionals Ltd - Other costs292296

The Group is currently involved in a dispute regarding restrictive covenants attached to land it purchased in Pokeno.

In February 2018, the Group announced the conditional purchase of 28 hectares of land in Pokeno to establish its

second nutritional powder manufacturing site. The land was subject to restrictive covenants limiting the development

of the land that the vendor was required to remove. The vendor applied to the High Court to have the restrictive

covenants removed.

In November 2018, the High Court removed the restrictive covenants. The High Court also declined to award

compensation to the covenant holder on the basis that they would not suffer any loss due to the extinguishment of the

covenants as they were of little practical value. The Group took legal title to the land following the High Court’s decision.

The covenant holder appealed to the Court of Appeal which in May 2019 overturned the High Court’s decision.

In June 2019, the Group filed an application for leave to appeal to the Supreme Court to have the Court of Appeal’s

decision overturned. The Supreme Court held an oral hearing on 21 October 2019 where leave to appeal was granted.

The appeal was heard by the Supreme Court on 3 and 4 June 2020 and the Group is yet to receive the Court’s ruling.

There are a range of possible outcomes for the Group including a negotiated settlement between the parties. Given the

range of possible outcomes the Group is not able to reliably estimate any potential liability.

No other significant contingent liabilities are outstanding at balance date (2019: $nil).

(a) Other transactions with key management personnel or entities related to them

Information on transactions with key management personnel or entities related to them, other than compensation,

are set out below.

(i) Loans to directors

There were no loans to directors issued during the period ended 31 July 2020 (2019: $nil).

(ii) Other transactions and balances

Directors of Synlait Milk Limited control 3.0% of the voting shares of the company at balance date (2019: 3.0%)

PAGE 124 & 125ANNUAL REPORT 2020

22. COMMITMENTS
23. EVENTS OCCURRING AFTER THE REPORTING PERIOD

(a) Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

On 3 August 2020, Synlait Milk Limited incorporated a new subsidiary, Synlait Milk (Dunsandel Farms) Limited. The newly

incorporated entity acquired two farms adjacent to the Group’s Dunsandel facility for $25.7m on the same day. The Group

received Overseas Investment Office approval to acquire the land on 24 February 2020.

There were no further events occurring subsequent to balance date which require adjustment to or disclosure in the

financial statements.

(b) Operating lease commitments – group as lessee

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent

have been included as work in progress. There are no commitments to note for Synlait Foods (Talbot Forest) Limited and

Dairyworks Limited.

20202019

$’000$’000

Pokeno processing plant10,26449,455

Liquid dairy packaging facility1,18816,916

Separator capacity upgrade4195,820

Dry Store 414,1002,523

Pokeno Waste Water Initiative571-

Dunsandel farms (note 23) 25,700-

Total52,24274,714

Leases

The Group leases certain buildings, plant and equipment. Operating leases are where the lessor, rather than the

Group, has effectively retained the substantial risk and benefit of ownership of a leased item. Operating lease

payments are included in the determination of profit or loss in equal instalments over the period of the lease.

Lease incentives received are recognised on a straight line basis over the lease period. From 1 August 2019, this

policy only applies to short term and low value leases.

20202019

$’000$’000

Less than one year1673,468

Between one and five years1424,897

Greater than five years-537

Total309 8,902

The operating leases relate to the leasing of warehouse and office space, vehicles and printers. All terms are reviewed on a regular

basis. All leases are subject to potential renewal.

24. OTHER ACCOUNTING POLICIES

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and cash held on trust by Tax Management New

Zealand Ltd.

Goods and Services Tax (GST)

The profit and loss components of the statement of comprehensive income have been prepared so that all components

are stated exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables

and payables, which include GST invoiced.

PAGE 126 & 127ANNUAL REPORT 2020

INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS OF SYNLAIT MILK LIMITED

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED

THE KEY AUDIT MATTER

Opinion

We have audited the consolidated financial statements of Synlait Milk Limited and its subsidiaries (the ‘Group’), which

comprise the consolidated statement of financial position as at 31 July 2020, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then

ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 57 to 127, present fairly, in all material

respects, the consolidated financial position of the Group as at 31 July 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 (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International Standards on

Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

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

We are independent of the Company 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 the International Ethics Standards Board for Accountants’ International

Code of Ethics for Professional Accountants (including International Independence Standards), and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor and the provision of other assurance and taxation compliance services, we

have no relationship with or interests in the Company or any of its subsidiaries. These services have not impaired our

independence as auditor of the Company and Group.

Audit materiality

We consider materiality primarily in terms of the magnitude of misstatement in the financial statements of the Group that

in our judgement would make it probable that the economic decisions of a reasonably knowledgeable person would be

changed or influenced (the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a person (the ‘qualitative’

materiality). We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $5,150,000.

Key audit matters

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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of

the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Pōkeno Land Legal Dispute

In February 2018 the Group announced the conditional

purchase of 28 hectares of land in Pōkeno to establish

its second nutritional powder manufacturing site.

In November 2018, the High Court removed the

covenants which would have hindered development of

the land. The Group took legal title to the land following

the High Court’s decision.

In May 2019 the Court of Appeal overturned the High

Court decision to remove the covenants.

In June 2019 leave was filed to appeal to the Supreme

Court with an oral hearing occurring in October and the

hearing taking place in June 2020.

The Group continues to be involved in legal

proceedings and as at the date of this report there has

been no ruling made by the Supreme Court.

The disclosure about and explanations of the legal

dispute are contained in note 21 of the notes to the

consolidated financial statements.

We have included the Pōkeno legal dispute as a

key audit matter due to the level of judgement and

uncertainty in relation to the legal dispute and the range

of possible outcomes.

We have evaluated the appropriateness of the

accounting treatment, the assessment of the potential

outcomes of the proceedings and the accounting

presentation of the legal dispute by performing the

following procedures:

• Reading the High Court and Court of Appeal

judgements relating to the legal dispute;

• Discussing the matters with the Group’s senior

management including internal legal counsel;

• Obtaining and assessing the contents of a legal

confirmation letter from the external counsel who

are advising the Group on this matter; and

• Challenging management’s assessment of

the potential outcomes of proceedings and

the appropriateness of treating the legal dispute

as a contingent liability in accordance with NZ

IAS 37 Provisions, Contingent Liabilities and

Contingent Assets.

We have found that the legal dispute has been

appropriately disclosed as a contingent liability

within note 21 to the notes to the consolidated

financial statements.

PAGE 128 & 129ANNUAL REPORT 2020

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED
THE KEY AUDIT MATTER

Acquisition Accounting

As detailed in note 18(b), Synlait Milk Limited acquired

100% of Dairyworks Limited (“Dairyworks”) for a total

consideration of NZD $112m on 1 April 2020. The

acquisition resulted in the recognition of indefinite life

intangible assets comprising brands of $15.8m and

$43.4m of goodwill.

New Zealand accounting standards require the

purchaser to identify the assets and liabilities acquired

in a business combination, including identifiable

intangible assets, and to measure them at fair value at

the date of acquisition.

The Dairyworks brands has been valued using the relief

from royalty method. The key assumptions applied in

the model were:

• revenue growth rates;

• post-tax discount rate;

• royalty rate; and

• terminal growth rate.

We included the identification and valuation of

intangible assets arising from the Dairyworks acquisition

as a key audit matter because the Group’s acquisitions

are considered a key area of interest for investors and

because of the size of this acquisition and the level of

intangible assets. There is also significant judgement

involved in identifying the intangible assets acquired

and determining the appropriate methodology and key

assumptions to calculate their fair value.

We have evaluated the appropriateness of the

accounting treatment for the intangible assets arising

from the acquisition of Dairyworks, by performing the

following procedures:

• Obtaining the sale and purchase agreement and

related documents to corroborate the assets and

liabilities acquired, focusing on the identification

and measurement of intangible assets;

• utilising our knowledge to assess the Group’s

identification of intangible assets and consider what

is represented by residual goodwill;

• comparing the forecast sales used in the valuation of

the Dairyworks brands to approved forecasts; and

• challenging the reliability of the revenue growth

rates by comparing the forecasts underlying the

growth rates to historical forecasts and actual

results of the underlying business.

We used our internal valuation specialists to assess the

appropriateness of the nature and valuation of the intangible

assets identified by the Group. This assessment included:

• evaluating the appropriateness of the valuation

methodology and testing the mechanics of the model;

• evaluating the post-tax discount rate applied in the

model through comparison to the cost of capital for

the business and to external market data;

• and comparing the Group’s assumed royalty rate to

market data for similar intangible assets.

We have found that the identification and valuation

of intangible assets arising from the Dairyworks

acquisition have been appropriately accounted for in

the consolidated financial statements.

Other information

The directors are responsible on behalf of the Group for the other information. The other information comprises the

information in the Annual Report that accompanies the consolidated financial statements and the audit report. The Annual

Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not express any form

of assurance conclusion thereon.

Our responsibility is to read the other information identified above when it becomes available and consider whether the other

information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

Directors’ responsibilities for the consolidated financial statements

The directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with NZ IFRS and IFRS, and for such internal control as the directors determine is necessary to enable

the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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 to cease operations, or

have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated 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

ISAs and ISAs (NZ) 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 our responsibilities for the audit of the consolidated financial statements is located on the

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

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use

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’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Dick, Partner

for Deloitte Limited

Auckland, New Zealand

25 September 2020

PAGE 130 & 131ANNUAL REPORT 2020

CORPORATE
GOVERNANCE

Synlait Dunsandel

Good corporate governance is top of mind for Synlait’s Directors. It is a critical step in protecting the interests

of our shareholders, customers, suppliers and other stakeholders. We strive to keep up to date with new

developments, as appropriate for our business.

Synlait’s shares are quoted on the NZX Main Board, and on the ASX. In December 2019 Synlait issued $180 million

of subordinated bonds listed on the NZX Debt Market.

In this section, we report on the extent to which we followed the recommendations in the NZX Corporate Governance

Code in the year to 31 July 2020. This section is current as at 31 July 2020 and has been approved by the Board.

Synlait acquired two operating subsidiaries in the year to 31 July 2020. A review will be undertaken in FY21 of

their governance policies and procedures, including those addressed in the Corporate Governance Code.

Where appropriate, Synlait’s policies and procedures will be extended to those subsidiaries.

ANNUAL REPORT 2020PAGE 132 & 133

‘Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable
for these standards being followed throughout the organisation.’

Standards of Ethical Behaviour

Synlait’s reputation matters to us. Synlait is committed to maintaining the highest standards of honesty, integrity and

ethical conduct. Historically, this commitment has been embodied in our Code of Ethics and Synlait Standards Policy.

These are complemented by our Whistleblower Policy, Securities Trading Policy, Continuous Disclosure Policy,

Conflict of Interests Policy and Related Parties Transaction Policy. These policies outline in detail the expectations

of people working with us. They include requirements to comply with all laws, as well as applicable internal rules,

policies and procedures, deal fairly, not engage in bribery and corruption, and be circumspect with gifts, meals and

entertainment. They also record that Synlait will not tolerate discrimination, bullying or harassment.

In July 2020 we consolidated our Code of Ethics and Synlait Standards Policy into one document, the new Synlait

Standards Policy, which will be reviewed annually.

Our Whistleblower Policy supports the Synlait Standards Policy and the other associated policies. It is important that

everyone at Synlait feels able to raise concerns about conduct. This policy gives those concerned about behaviour a

process for raising those concerns, and assurance that their confidence will be protected where possible.

Breaches of the Synlait Standards Policy are treated seriously.

Securities Trading Policy

Synlait’s Securities Trading Policy and Guidelines summarises the law on insider trading and Synlait’s restrictions on

Directors and employees dealing in Synlait’s shares. The policy introduces a trading prohibition for Directors and certain

employees at defined times (“blackout periods”). Outside the blackout periods, Directors and those employees are

required to obtain consent before dealing in Synlait shares.

New Directors and employees receive information about this Policy when they commence with Synlait. Employees are

also reminded about the Policy from time to time, including around the time of blackout periods.

PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR

‘To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience

and perspectives.’

Board Charter

Synlait’s Board of Directors’ Charter sets out the roles and responsibilities of the Board and its office holders, as well as

other key information about the operation of the Board, including a requirement that the Board meets formally at least

six times per year.

The Board delegates responsibility for implementing Synlait’s strategic direction and managing Synlait’s day-to-day

operations to the Chief Executive Officer. This delegation is enacted in our Delegated Authorities Policy which

all employees have access to. Management provides regular reports to the Board to assist the Board in meeting

its responsibilities.

Nominations and appointment of Directors

Our Constitution, as approved by shareholders on 27 November 2019, includes our specific governance arrangements,

including those relating to the makeup of our Board, and the Director appointment process. The Constitution relies on

waivers from NZX Regulation granted on 27 November 2019 (in replacement for waivers granted before Synlait was listed).

The full waivers are on our website and they are summarised from page 165.

The minimum number of Directors required to comprise Synlait’s Board is three. The maximum number is eight.

At least two Directors must be ordinarily resident in New Zealand. Currently, Synlait is required to have three

independent Directors and a Managing Director of a Board Appointed Director. It currently has a Board Appointed

Director, Dr John Penno. While it meets agreed shareholding thresholds, one of Synlait’s shareholders, Bright Dairy

Holding Limited (Bright Dairy), is entitled to appoint four directors, one of whom must be ordinarily resident in New

Zealand and a Director of such standing and with such commercial and governance experience in New Zealand as

is appropriate for a Director of an NZX listed company. That Director is the Hon. Ruth Richardson.

In preparation for Bill Roest’s retirement at the Annual Meeting in 2020, and Graeme Milne’s retirement in 2021, the

People, Environment and Governance Committee has established a Nominations Sub-Committee. The Charter of the

People, Environment and Governance Committee has been updated to include more detail around the Committee’s

roles and responsibilities in relation to nomination and appointment of Directors, and to outline the roles and

responsibilities of the Sub-Committee.

The People, Environment and Governance Committee is responsible for making candidate recommendations to the

Board. They use an external search company to assist them with this. In selecting candidates, they consider factors

such as experience, qualifications, character, criminal record, bankruptcy history, judgment, the ability to work with other

Directors, current Board composition and skill set, ability to fit with culture and independence. The principles of our

Diversity and Inclusion Policy are also considered. Before any candidate is finally selected, appropriate fit and proper

PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE

PAGE 134 & 135ANNUAL REPORT 2020

checks are undertaken. Important information about candidates will be provided to shareholders in the notice of the
meeting at which they will vote on the appointment of a new Director.

Written agreements with Directors

It is important that all newly appointed Directors understand Synlait’s expectations of them, and the entitlements that

they will receive as a Director of Synlait. Synlait requires that all newly appointed Directors enter into agreements with

Synlait outlining their terms of appointment. This agreement addresses matters such as time commitment required,

standards to be met, remuneration arrangements, indemnity by Synlait, and insurance.

Disclosure of Information about Directors

Our current Board is shown on page 36 of this report and profiled on our website (https://www.synlait.com/people/).

Other information about our Directors, including their remuneration, participation in Synlait securities and other interests is

disclosed in the Statutory Information Section of this report starting on page 153.

DirectorBoard meetings attendedAudit and Risk CommitteePeople, Environment and

Governance Committee

Bill Roest10/104/44/4

Graeme Milne ONZM10/104/44/4

Dr. John Penno10/10

Min Ben7/102/4

Qikai Lu10/102/4

Hon. Ruth Richardson10/104/4

Sam Knowles9/104/4

Sihang Yang10/10

Attendance at Board and Committee meetings in the year to 31 July 2020 was as follows:

Diversity and Inclusion Policy

Synlait’s Diversity and Inclusion Policy requires the Board to promote a culture of diversity and inclusiveness. It does by

putting in place appropriate strategies and measurable objectives. Management must report to the Board on diversity

initiatives and progress against the strategies and measurable objectives. The Board conducts an annual assessment of our

Diversity and Inclusion Policy, our objectives set under that Policy, and the progress made towards achieving them.

We aim to achieve three main goals:

• Workforce Diversity – employ, develop and retain more women and Maori.

• Diversity through Leadership – empower and equip our people leaders to recruit, develop and retain a diverse and

competent workforce.

• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise

their potential, and thereby increase employee retention.

Director training

It is important that our Board stays up to date with market developments and has a good understanding of both Synlait’s

business and industry, and governance related matters. Each year our Board is involved in two strategy workshops with

management to agree Synlait’s vision and strategy. In addition, they spend a week together learning about various aspects

of Synlait’s business. In September 2019 the Board travelled to China to learn more about trading with China, and the

infant, dairy and food service industries in China. They attended meetings with Bright Dairy, undertook market visits and

participated in discussions focused on these areas.

Gender FemaleMale Total% Female

3 (2)9 (11)12 (13)25 (18)

Language spoken English only Two languages Three or more

Senior Leadership Team7 (9)3 (1)2 (3)

DomicileNew ZealandOther

(based on current residence) 12 (13)0 (0)

Our success will be measured against the following as at the end of 2023:

• Reduction of the gender pay gap to ≤ 5%;

• 40-50% of leadership positions (People Leaders, Supervisors, Specialist roles and Senior Leadership)

held by women;

• No regretted losses of high potential female employees.

Mātua (our Parental Leave Policy) and Tāwariwari, (our Flexible Working Policy) assist us in meeting these goals. Since the

introduction of these policies all our staff who have taken maternity leave have returned to work when expected.

We also offer un-conscious bias training and require regular reporting to the Board on candidate diversity.

In the year to 31 July 2020, our representation of women in leadership (People Leaders, Supervisors, Specialist roles and

Senior Leadership) increased from 37% to 38% and the gender pay gap remained at 13%. We had no regretted losses of high

potential female employees and continue to focus on attracting to Synlait the diverse talent pool we are looking to achieve.

Information collected in relation to the diversity of our Senior Leadership Team (comprising the Chief Executive Officer,

his direct reports, and three additional managers who do not report to the Chief Executive Officer) as at 31 July 2020 is

as follows (corresponding information for FY19 is in brackets):

PAGE 136 & 137ANNUAL REPORT 2020

New Directors will also participate in an induction programme, designed to educate them about Synlait, its business and
its governance arrangements, so that they are well prepared for their role.

Assessment of Director, Board and Committee performance

Our Board Chair conducts an annual review of the Board and each Director, as required by our Board’s Charter.

The People, Environment and Governance Committee puts in place processes to assist with the review of the

performance of the Board, and the performance of individual Directors, including that of the Chair and Committee

Chairs, and the Board Appointed/Managing Director. An external review is conducted every three years.

Independent Directors

Three of our eight Directors are Independent. This meets the requirement in our Constitution for the number of

independent directors (as permitted by waivers issued by NZX Regulation), but does not satisfy Recommendation 2.8 in

the Corporate Governance Code which suggests that majority of our Board should be Independent. More information

about the the makeup of our Board and the waivers issued by NZX Regulation can be found from page 165.

Synlait’s Board Charter was updated this year and now includes more prescriptive requirements regarding Director

independence. These include considerations such as previous employment by Synlait or its subsidiaries, provision of

professional services to Synlait or its subsidiaries, business relationships with Synlait or its subsidiaries, relationship with

substantial security holders, close personal ties, length of tenure and other interests.

Synlait has considered whether its Independent Directors are independent against the definition in the NZX Listing

Rules, the commentary to Recommendation 2.4 in the Code, and its Board Charter and is satisfied that its Independent

Directors are Independent. Their interests in shares in Synlait, and other relevant information is disclosed in the

Statutory Information section of this report starting on page 153.

Chair of the Board

Synlait’s Chair, Graeme Milne, is an Independent Director as required by our Constitution.

‘The board should use committees where this will enhance its effectiveness in key areas, while

still retaining board responsibility.’

Synlait has two Board Committees: the Audit and Risk Committee and the People, Environment and Governance Committee

(which now has the Nominations Sub-committee). These Committees undertake the operations described in their respective

Charters. The Chair of each Committee reports back to the Board at each Board meeting, and makes recommendations,

to the Board, when necessary. Synlait considers it has an adequate range of Committees for its size.

Audit and Risk Committee

Committee members: Bill Roest (Chair), Graeme Milne, Qikai Lu

The members of the Audit and Risk Committee are nominated by the Board, and most of their number, and the Chair,

must be Independent Directors. At least one member of the Risk and Audit Committee must have accounting or related

financial experience. The makeup of the Committee meets these requirements.

The Committee is chaired by Independent Director Bill Roest, who is a member of the Chartered Accountants Australia

and New Zealand and a fellow of the Association of Chartered Certified Accountants (UK). Bill will step down from our

Board, and therefore the Audit and Risk Committee, at this year’s Annual Meeting. Qikai Lu has considerable financial

and business experience and has previously been a public accountant with one of the ‘big four’ chartered accounting

firms in China.

This Committee ensures that the Board is aware of matters that may significantly affect the financial condition or affairs

of Synlait’s business, and it prepares any reports required by law, regulation or the NZX Listing Rules or requested

by the Board. It reviews the interim financial statements, annual financial statements and preliminary announcements

before their release. It oversees risk management at Synlait, legislative and other compliance (including with internal

policies), tax management, treasury management and sales management. Its role with respect to Synlait’s auditors,

both external and internal, is discussed on page 149.

As required by its Charter, the Committee reviews its performance against its Charter, and the Charter itself, at least

once per year.

The Chief Executive Officer, Chief Financial Officer, Director Legal, Risk and Governance and Company Secretary have a

standing invitation to attend meetings of this Committee. Other members of Synlait’s management team may attend on

specific invitation only.

PRINCIPLE 3: BOARD COMMITTEES

PAGE 138 & 139ANNUAL REPORT 2020

People, Environment and Governance Committee
Committee Members: Sam Knowles (Chair), Graeme Milne, the Hon. Ruth Richardson, Bill Roest and Min Ben

The People, Environment and Governance Committee performs key human resources (including remuneration),

governance and sustainability tasks for the Board. The majority of the Committee’s members must be Independent,

and the Board appoints the Chair of the Committee. At least one of the Committee’s members must have experience

with a listed company. The composition of the Committee meets these requirements.

In 2020, the People, Environment and Governance Committee established its Nominations Sub-committee to assist

with preparations for the nomination and/or appointment of new Directors. The role of the Sub-committee is described

in more detail in the Charter of the People, Environment and Governance Committee. Independent Directors Graeme

Milne and Sam Knowles are the members of the Sub-committee.

The Chief Executive Officer, Director, People, Culture and Performance, Director, Legal, Risk and Governance, Director,

Sustainability and Brand and Company Secretary have a standing invitation to attend meetings of this Committee.

Other members of Synlait’s management team may attend on specific invitation only.

Takeover Protocols

Synlait has a Takeovers Policy setting out the procedure to be followed if there is a takeover offer for Synlait. That Policy

records that the Board may establish an Independent Takeover Committee, including Synlait’s Independent Directors,

to manage the process.

‘The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.’

As a result of its listings on the NZX and the ASX, Synlait is required to comply with strict reporting and disclosure

requirements to keep its shareholders, customers and other stakeholders informed as to its activities.

Continuous Disclosure

Our Continuous Disclosure Policy assists staff to comply with the strict reporting and disclosure requirements imposed

on Synlait as a listed company. All staff are required to be familiar with Continuous Disclosure Policy and associated

procedures so that they can identify a potential need for disclosure. All Directors and members of Synlait’s Senior

Leadership Team are primarily responsible for compliance with the disclosure obligations and implementing the

Policy effectively.

Documents available on Synlait’s website

Synlait publishes its key Charters, Policies and Standards, including those referred to in this report and other key

documents, on its website.

Financial reporting

At each Board meeting our full Board is presented with a detailed Business Performance Report (BPR), which considers

our financial performance. It identifies any risks, issues and opportunities, and attempts to quantify the upsides and

downsides should any of these eventuate. The BPR also measures forecasts against actual performance and explains

the reasons for any variances – including whether these are timing differences or permanent variances.

Synlait is committed to ensuring the integrity and timeliness in its financial reporting, and to providing information

to shareholders in a timely manner. The Board has a rigorous process to ensure the quality and integrity of our

financial statements.

PRINCIPLE 4: REPORTING AND DISCLOSURE

PAGE 140 & 141ANNUAL REPORT 2020

The Audit and Risk Committee oversees external financial reporting, including the accuracy and timeliness of financial
statements. It is charged with reviewing in significant detail the financial statements and accompanying materials.

After approval by the Audit and Risk Committee, the complete set of financial statements and related report is submitted

to the full Board for approval.

Management makes detailed representations to the Board to assist them in their consideration of the draft financial

statements. Each Director is obliged to form a view on the quality, accuracy and integrity of the financial statements and annual

report and give their approval (or not) in accordance with the Financial Markets Conduct Act 2013 and Companies Act 1993.

Care is taken to ensure that all reporting to investors is accurate, balanced and clear. Synlait’s full and half year financial

statements were prepared in accordance with relevant financial standards. The full year financial statements are set out

on pages 57 - 127 of this report.

On our website, we have our previous years’ financial statements, investor presentations and analyst briefings available

for our shareholders.

Non-financial disclosure

Our annual report has traditionally been focused on reporting against financial measures. In FY19, we established our

sustainability framework and related Sustainable Innovation Platforms (SIPs) which align to our purpose and strategy.

We also established baseline information in relation to some of our goals. We intend to publish a separate sustainability

report in November 2020.

‘The remuneration of directors and executives should be transparent, fair and reasonable.’

Director remuneration

The People, Environment and Governance Committee is responsible for reviewing the structure of Directors’ remuneration.

It obtains independent advice on appropriate remuneration and recommends to the Board the remuneration to be

proposed for shareholder approval at the annual meeting. The independent advice considers the remuneration paid to

Directors of similar companies to Synlait.

Current Directors’ remuneration is set out in the statutory information section of this report on pages 159 - 160, and

was approved by shareholders on 27 November 2019. The Director remuneration report prepared by Ernst & Young in

September 2019 for shareholder consideration is on our website.

Remuneration Policy

The principles applying to remuneration of our Directors and employees are set out in our Strategic Remuneration

Policy. They are designed to ensure that Synlait meets the strategic policy objective of attracting, rewarding and

retaining staff with the requisite skills and capabilities to ensure our successful business outcomes.

The People, Environment and Governance Committee oversees the implementation of our Strategic Remuneration

Policy, including recommending to the Board remuneration for the CEO and other business leaders, and budget

parameters for the annual pay review.

Director remuneration is paid by way of Director Fees. Employee fixed remuneration comprises a base salary, employer

KiwiSaver contributions (for participating employees), and medical insurance. Remuneration is reviewed yearly for

eligible employees, with any changes based on market movement, position in the salary range, and performance.

Synlait does not offer bonuses or other short-term incentives. It operates a Long-Term Incentive Scheme (LTI Scheme)

which a small group of selected senior employees are invited to join each year. Any benefits from the LTI Scheme are in

addition to the salary and other benefits agreed with the participating employee.

The LTI scheme is an annual scheme with Performance Share Rights (PSRs) granted to Board-approved participants

in July in each year it operates. PSRs are non-transferable and have no voting or other share rights and are otherwise

subject to the rules of the LTI Scheme and individual award agreements.

PRINCIPLE 5 - REMUNERATION

PAGE 142 & 143ANNUAL REPORT 2020

Each PSR will be converted into one ordinary share in Synlait after the Board determines that specified performance
hurdles have been met during the assessment period of three financial years following the date of the grant. This is

provided however that the employee remains employed by Synlait at the end of the assessment period. No cash

consideration is payable by the employee on the grant of PSRs, or on the issue of fully paid ordinary shares following

vesting of PSRs.

The LTI Scheme requires two performance hurdles to be met, relating to total shareholder return (TSR) and earnings per

share (EPS). Vesting of half of the total award is dependent on the TSR target being met, and the remaining half, the EPS

target being met. The degree of vesting in each case is determined by a progressive vesting scale. If our TSR is greater

than or equal to the 75th percentile of a peer group over the assessment period, a minimum of 50% of the PSRs will vest.

The peer group comprises the S&P/NZX 50 index companies on the first day of the assessment period. If our EPS over

the assessment period equals the Board approved EPS target plus 10%, then a minimum of 50% of the PSR will vest.

For either performance hurdle to be met, our TSR must be positive over the assessment period.

In 2019, Synlait issued 83,880 shares to senior employees under the 2017 LTI Scheme. Vesting of annual awards is

monitored to ensure that the value vested in any one year does not exceed 5% of market capitalisation, as required by

NZX Listing Rules.

There are currently 334,880 PSRs on issue. The PSRs have been issued under the 2018, 2019 and 2020 LTI Schemes,

and may vest as contemplated by the terms of the LTI Scheme, in each case based on Synlait’s performance over the

previous three financial years.

Chief Executive Officer Remuneration

In the year to 31 July 2020, Leon Clement’s remuneration comprised of a base salary of $915,236, a 3% employer

KiwiSaver contribution, and medical insurance. Leon was also awarded 23,372 PSRs as a part of Synlait’s FY20 LTI

Scheme. Those PSRs had a value as at 31 July 2020 of $162,903, on the assumption that all PSRs convert to shares

after 31 July 2022.

‘Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.

The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and

material risks.’

Synlait’s risk management framework and risks

Synlait’s risk management framework is aligned to ISO31000:2018 guidelines. Synlait operates under a Risk

Management Policy, with supporting standards and procedures to achieve a consistent approach. The Board has

approved the Policy, which documents Synlait’s healthy strategic risk appetite. Four principles are recognised in the

Policy as guiding all risk-related activities and decision making:

• Nothing we do is worth getting hurt for;

• We do not accept activities, behaviour or decisions which create uncontrolled risk to the consumers of our products;

• We do not accept activities, behaviour or decisions which knowingly constitute a legal or regulatory breach;

• We do not accept uncontrolled risks that could result in a significant loss of revenue, profitability and/or earnings.

Several other policies and procedures are in place to support active management of key operational risks.

These include a Delegated Authorities Policy, Tax Risk Management Policy, Health Safety and Wellbeing Policy

and Food Safety and Quality Policy.

The Audit and Risk Committee is responsible for ensuring management:

• Has processes for identifying, assessing and responding to strategic and operational risks;

• Is promoting an appropriate “control culture” throughout the business, with supporting processes and

systems in place.

• Is regularly reviewing and evaluating the effectiveness of these processes, and implementing

improvements identified.

The Committee reviews Synlait’s risk profile at each meeting, along with progress on mitigations and material

changes. A summary of the profile and changes is provided to the Board at each meeting.

At Synlait, risk is everyone’s responsibility. This principle is supported by an integration of risk management

processes within key business functions and activities including:

• Integrated Business Planning (IBP), with formal risk review processes built-in throughout each cycle.

• Project Management Office (PMO), with detailed risk assessment and management processes embedded

at all levels.

• Health, Safety and Wellbeing, including a thorough permit to work process and critical risk programme.

PRINCIPLE 6 - RISK MANAGEMENT

PAGE 144 & 145ANNUAL REPORT 2020

Synlait’s enterprise risk management framework is applied across all sites and operations, including those of subsidiaries.
Existing risk management processes with new subsidiaries, Dairyworks Limited and Synlait Foods (Talbot Forest) Limited,

are being aligned to the Synlait framework, with material risks affecting those businesses forming part of management

reporting to the Audit and Risk Committee and Board.

To ensure consistency and appropriate focus, Synlait assesses risks as either:

• Strategic – that is, risks faced by Synlait because of the strategic objectives and/or decisions taken; or

• Operational – that is, risks faced in in the pursuit of delivering on the objectives.

This table below summarises material risks currently being monitored by the Board and management.

Risk typeShort descriptionMitigation

StrategicMarket accessOur Regulatory and Corporate Affairs teams proactively manage this risk through:

• Regular scanning of the regulatory environment for trends, changes and areas of

potential risk for Synlait.

• Maintaining strong relationships with local and international networks to calibrate or

strengthen our understanding of potential changes and their impact;

• Regular engagement with key New Zealand international industry groups - including

Dairy Companies Association of New Zealand, DairyNZ and the Infant Nutrition

Council - to promote the interests of Synlait and New Zealand dairy; and

• Regular and meaningful engagement with relevant

• Ministers, officials and advisors to build understanding of Synlait’s business, our

interests and shared commitments.

Delivering on sustainability• Synlait is committed to enhancing its sustainability reporting. As part of our

Sustainability Framework, eleven Sustainable Innovation Platforms (SIPs) have

been identified.

• Within each of these, detailed targets and implementation plans are developed and

closely tracked by management, with regular reporting to the Board via the People,

Environment and Governance Committee.

Consumer substitution• Active monitoring of changes in the global nutrition market across multiple

functions including category management, research and development, technical

and regulatory.

• Regular engagement in market research and analysis to understand consumer and/

or market preferences.

Maintaining agile culture• Synlait Way of Working has been developed to support agile and flexible culture.

This was operationalised prior to COVID-19 and has been further refined as part of

the COVID review process.

• Regular employee engagement surveys and planning processes to ensure teams

make tangible progress on key drivers of engagement.

Risk typeShort descriptionMitigation

OperationalMajor site or supply chain

disruption

• Business continuity plans in place at all operational sites.

• Service level agreements in place with key providers and partners.

Major health and safety eventAs described on page 148.

Major food safety / quality

event

Comprehensive quality management system in place which includes:

• Strict operational controls throughout the value chain;

• Thorough testing programmes, including raw milk, ingredients, finished product

and across processing environment;

• Training for all staff commensurate to their position; and

• Regular internal and external audits to verify controls and drive a focus on

continuous improvement.

Technology compromise• Cyber security programme of work commenced in FY20 to lift capability to prevent,

prepare for and respond to disruptive events.

• Contingencies and disaster recovery plans in place to mitigate impacts of

disruption.

Major compliance breachCompliance programme in place, currently under refresh (to be completed early FY21).

Monitoring and regular reporting of compliance obligations and performance against these.

Talent management• Continued development of the Future Leaders programme, which aims to attract

and develop leaders in line with purpose, ambition and strategy;

• Investment in best-in-class systems to support a highly effective talent acquisition

process;

• Comprehensive workforce planning and talent review processes embedded in

regular management reviews; and

• Continued refinement of the Perform and Grow framework, ensuring every

employee is engaged in regular development activities.

System and process maturityInvestment in an enterprise resource planning (ERP) system to enhance core

operational systems.

PAGE 146 & 147

ANNUAL REPORT 2020

Health and Safety Risks
Synlait measures proactive and reactive measures of health, safety and wellness (HSW). These include our Total

Recordable Injury Frequency Rate (TRIFR), Near Miss and New Hazard frequency rates, and Injury Severity frequency rate.

Over the course of FY20, Synlait’s TRIFR decreased from 13.7 to 7.6. The target was 9.0.

1

Synlait has identified five critical health and safety risks in its business. They are hazardous gases, working at heights,

material handling equipment, working in confined spaces and State Highway One (traffic). We have projects actively

seeking to reduce the likelihood and consequence of an event linked to those critical risks being fatal or seriously harming

any person (employee or contractors).

As part of our strategy to reduce the likelihood of an ammonia leak, and the impact of any leak, we have recently

completed an external ammonia safety assessment. The ammonia safety assessment provided us with assurance our

current system is of a high standard.

In FY20 we implemented 45 engineering controls to reduce the risk of falls. This was a shortfall of 19 against our FY20

target, as a result of the COVID-19 restrictions. We intend to complete a further 105 in FY21.

The business has strengthened its focus on quality real time health and safety training that is specific to the needs of

individual employees. We have selected two core providers to deliver tailored health and safety training that, at minimum,

meets the New Zealand unit standards. One of the key factors of the success of this training is that it is delivered on site

with our people.

We have deployed a permit to work system at Synlait Pokeno, to assess and control the risk of work undertaken on our

sites, ranging from simple painting jobs to high risk activities involving confined spaces, heights and cranes. We had

intended to have the same system in place at Synlait Dunsandel by the end of FY20, however COVID-19 restrictions

delayed the implementation of this.

In FY20, an internal audit was completed on the occupational health and safety management systems at Synlait, based

on ISO45001, an international standard that provides a framework to support organisation in the identification of health

and safety risks. The internal audit has provided the business with the ability to identify some process and procedures

improvements to ensure that our health and safety framework is robust, yet flexible enough to adapt with the business.

More information on Synlait’s health and safety initiatives will be included in our Sustainability Report published later this year.

1

Health and Safety is managed separately at operating subsidiaries.

‘The board should ensure the quality and independence of the external audit process’.

External Auditors

The Audit and Risk Committee plays a key role in Synlait’s audit process. It is responsible for recommending the

appointment of the external auditors to the Board, overseeing the independence and the work of the external auditors;

as well as reviewing policies for the provision of non-audit services by the external auditor (including the framework for

pre-approval of any such services).

Currently, Deloitte is the Synlait group’s external auditor. A representative from Deloitte attends our Annual Meeting

of Shareholders where the lead audit partner is available to answer questions from shareholders.

The Audit and Risk Committee meets regularly with Deloitte, (including meeting without management present).

Annually, the Audit and Risk Committee reviews and assesses Deloitte’s performance through an internal

questionnaire. The results, key themes and recommendations are reported to the Board.

Deloitte confirms their independence from the Company to the Audit and Risk Committee in March and September

each year. Non-audit services performed by Deloitte are closely examined by management and the Chair of the Audit

and Risk Committee prior to engaging Deloitte for these additional services, to ensure that they do not compromise

Deloitte’s independence.

In the year to 31 July 2020, our total payments to Deloitte were as follows:

PRINCIPLE 7 – AUDITORS

1

Various engagements for members of the Group including income tax return review, GST review, FBT reviews, high-level review of

tax governance processes, subsidiary onboarding, and ad hoc review work. These services are compliance in nature and are not

inconsistent with Deloitte’s role as auditor. Deloitte’s ongoing role as provider of tax compliance services was approved by the Audit

and Risk Committee.

Audit and Assurance Work $463,115

Taxation Compliance and accounting advice

1

$52,917

Percentage non-audit10%

Percentage audit90%

Internal audit

Synlait has a Senior Internal Auditor who performs key risk and business process focused internal audit reviews across

Synlait’s operations. These are undertaken as part of an annual programme of work agreed with the Audit and Risk

Committee. The Audit and Risk Committee is responsible for reviewing the activities, resources and organisational

structure of the internal audit function. In due course, internal audits will extend to Synlait’s operating subsidiaries,

as determined appropriate by the Audit and Risk Committee.

PAGE 148 & 149ANNUAL REPORT 2020

‘The Board should respect the rights of shareholders and foster relationships with shareholders that encourage
them to engage with the issuer.’

It is important that we communicate with our shareholders to keep them informed. It is equally important that they

can communicate with us and exercise their shareholder voice.

Website

We aim to ensure investors understand all our activities by communicating regularly with them, using clear and

balanced information. Our website is just one of our key information channels, which include NZX and ASX websites

(announcements), and:

• Our website, including its investor and news sections: synlait.com;

• Our social media channels (LinkedIn and Facebook);

• Our annual report;

• Our interim update; and

• Our annual meeting.

The investor section of Synlait’s website contains the below information:

• A live share price feed (from the NZX and ASX), historical pricing and trading data;

• Announcements and news releases, copies of previous annual and interim reports and investor presentations;

• Recordings and transcripts from results calls;

• Key corporate governance documents such as Charters and Policies, including Synlait’s constitution;

• Notices of Meeting, results of meetings and other relevant meeting materials;

• Key dates in the investor schedule, such as annual meeting, full and interim reporting dates; and

• Share registry information.

Communicating with Synlait

Instructions on how to reach the investor relations team and company secretary are available on our website. We aim to

respond to all shareholder communications in a timely manner.

Shareholders can elect to receive Synlait communications in the manner which suits them best – either electronically or via

mail. Through our share registry, Computershare, shareholders can amend their communication preferences at any time.

PRINCIPLE 8 - SHAREHOLDER RIGHTS AND RELATIONS

Right to vote

Synlait’s constitution and the NZX Listing Rules afford shareholders the right to vote on certain matters affecting Synlait.

Our shareholders can vote at any meeting of shareholders in person or by using a representative. On a vote by show of hands,

each shareholder attending in person or by their representative has one vote. If a poll is taken, each shareholder attending in

person or by their representative has one vote per fully paid up share they hold. Postal votes are not permitted unless the Board

notifies shareholders otherwise. More information on voting is in our constitution on our website.

Notice of annual meeting

Synlait’s last annual meeting was held on Wednesday 27 November 2019. The Notice of Meeting was released to the market

on 29 October 2018. An audio recording of the meeting is available in the investor centre on the company’s website.

Our 2020 meeting will be held on Wednesday 25 November. A Notice of Meeting will be issued in October. A webcast

of the meeting will be made available to shareholders after the meeting.

PAGE 150 & 151ANNUAL REPORT 2020

Synlait Dunsandel, Canterbury
STATUTORY

INFORMATION

Synlait is a milk nutrition company. We combine expert farming with state-of-the-art processing to produce a range of

nutritional milk products. A full summary of our business model and how we create value is on pages 22 - 23.

In the year to 31 July 2020, we completed two acquisitions in delivering on our diversification strategy:

• The purchase of the business and selected assets of Talbot Forest Cheese on 1 August 2019. This is owned and

operated by our subsidiary, Synlait Foods (Talbot Forest) Limited; and

• The purchase of the shares in Dairyworks Limited on 1 April 2020. Dairyworks Limited specialises in the processing,

packaging and marketing of cheese, butter, milk powder and ice cream.

Commissioning of our infant capable powder manufacturing facility at Synlait Pokeno was completed during the year.

Synlait Pokeno enables us to grow and reduce our risk profile, through the diversification of processing facilities and

milk pools beyond Synlait Dunsandel.

On 3 August 2020, we acquired farmland adjacent to our Dunsandel facility. This acquisition enables us to pursue several

strategic supply chain and sustainability initiatives that will support Synlait Dunsandel’s long-term operation and expansion.

01. BUSINESS OPERATIONS

PAGE 152 & 153ANNUAL REPORT 2020

Synlait’s Directors are profiled on our website, https://www.synlait.com/people/. This table sets out the directors of the Synlait
group companies as at 31 July 2020, with changes following the balance date also noted:

The following declarations of interest were made by Directors of Synlait and its subsidiaries under section 140(2) of the

Companies Act 1993 during the year to 31 July 2020:

1

Prior to this, John had been a Director of Synlait Limited, which has since been removed from the Register of Companies. When first

appointed to the Board of Synlait Milk Limited, John was CEO and Managing Director. In November 2018, following stepping down as

CEO, he became the Board Appointed Director.

2

When first appointed to Synlait Milk Limited, Ruth was an Independent Director. In 2013, she became a Bright Dairy appointed Director.

3

The Board of Dairyworks Limited changed on the purchase by Synlait of all of the shares in Dairyworks Limited on 1 April 2020.

02. DIRECTORS 03. DIRECTOR INTERESTS

Company Directors AppointmentAppointed

Synlait Milk Limited

Synlait Milk Finance Limited

Graeme Milne ONZM (Chair) Independent23 March 2006

Bill RoestIndependent8 May 2013

Dr John PennoBoard Appointed21 July 2013

1

Min BenBright Dairy Appointed29 November 2016

Qikai LuBright Dairy Appointed8 December 2015

Hon. Ruth RichardsonBright Dairy Appointed16 November 2009

2

Sam Knowles Independent4 July 2013

Sihang YangBright Dairy Appointed11 November 2010

Graeme Roderick Milne

Chairman Synlait Milk Limited

Chairman Pro-Form Limited Advisory Board until 28 February 2020

Director Synlait Milk Finance Limited

Director Eighty Nine Richard Pearse Drive

Director The New Zealand Dairy Company Limited

Director of Dairyworks Limited from 1 April 2020

Chairman Terracare Fertilisers Limited

Director Alliance Group Limited

Director Elviti Holdings Limited

Director NZP Holdings Limited

Director New Zealand Pharmaceuticals Limited

Director of Elviti Finance Limited

Director of Nyriad Limited

Director of Nyriad Nominee Limited

Chairman of PF Olsen Limited

Director PF Olsen Group Ltd

Chairman of Advisory Board Rimanui Farms Limited

Council member Waikato University

Member of Zespri Director Remuneration Committee from 1 October 2019

Trustee Rockhaven Trust

Partner GR & JA Milne

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ruth Margaret Richardson

Chair Kula Fund Advisory Committee until 31 December 2019

Chair SYFT Technologies Limited until 20 August 2019

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Ruth Richardson (NZ) Limited

Chair New Zealand Merino Company Limited

Director Bank of China (NZ) Limited

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Company Directors

The New Zealand Dairy

Company Limited

Graeme Milne ONZM (Chair)

Nigel Greenwood until 24 June 2020

Eighty Nine Richard Pearse

Drive Limited

Graeme Milne

Nigel Greenwood until 24 June 2020

Synlait Business Consulting

(Shanghai) Co., Limited

Deborah Marris

Martijn Jager

Nigel Greenwood until 10 June 2020

Boyd Williams from 10 June 2020

Synlait Foods (Talbot Forest) LimitedLeon Clement

Nigel Greenwood until 24 June 2020

Dairyworks Limited

3

Dr John Penno (Chair) from 1 April 2020

Graeme Milne from 1 April 2020

Leon Clement from 1 April 2020

Sam Knowles from 1 April 2020

Paul Brown until 1 April 2020

Margaret Cross until 1 April 2020

Peter Cross until 1 April 2020

Stuart Gray until 1 April 2020

Dairyworks Australia (Pty) LimitedCraig Stevens

Peter Cross until 1 April 2020

PAGE 154 & 155

ANNUAL REPORT 2020

Willem Jan (Bill) Roest
Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Housing Foundation Limited

Director Metro Performance Glass Limited until 30 June 2020

Independent Chair of Fisher & Paykel Appliances Limited Audit Committee until 31 March 2020

Trustee New Zealand Housing Foundation

Trustee WJ & IJ Family Trust

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

John William Penno

Board Appointed Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Chairman Dairyworks Limited from 1 April 2020

Director Sichuan New Hope Nutritional Foods Co., Limited (awaiting confirmation of registration of resignation)

Director Okuora Holdings Limited

Director The Pure Food Co Limited

Director Leaft Foods Limited

Director Thorndale Dairies Limited

Trustee John Penno Trust

Shareholder in Okuora Holdings Limited (and through Okuora Holdings Limited, Pastoral Robotics Limited, Signum Holdings Limited

and The Pure Food Co Limited)

Shareholder Leaft Foods Limited

Shareholder in Thorndale Dairies Limited

Shareholder in Synlait Milk Limited

Shareholder in The Pure Food Co Limited

Chair of Fresh Water Leaders Group reporting to Ministers Parker and O’Connor

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ian Samuel (Sam) Knowles

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director of Dairyworks Limited from 1 April 2020

Director Trustpower Limited until 24 July 2020

Director Rangatira Limited

Director Fire Security Services 2016 Limited

Director Umajin Limited

Chairman OnBrand Limited

Chairman Adminis Limited

Director Magritek Limited

Director Com Investments Limited

Director Growthcom Limited

Director Habourside Rentals Limited

Director of Montoux Limited

Trustee Te Omanga Hospice Foundation

Trustee Ruby Family Trust

Trustee WWF NZ

Trustee Com Trust

Trustee Ian Samuel Knowles Children’s Trust

Shareholder in Synlait Milk Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Sihang Yang

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Qikai Lu

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Director Ba'emek Advanced Technologies Limited until 24 February 2020

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Min Ben

Director Synlait Milk Limited

Director Synlait Milk Finance Limited

Receipt of Directors' Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

PAGE 156 & 157

ANNUAL REPORT 2020

Leon Clement
Director Synlait Foods (Talbot Forest) Limited

Director of Dairyworks Limited from 1 April 2020

Director POD Farming Limited

Shareholder POD Farming Limited

Insurance cover arranged by Synlait Milk Limited

Margaret Cross (previously a Director of Dairyworks Limited untl 1 April 2020)

Director Iron Holdings Limited

Director Opulence Hair Limited

Shareholder Iron Holdings Limited

Shareholder Opulence Hair Limited

Peter Cross (previously a Director of Dairyworks Limited untl 1 April 2020)

Shareholder Iron Holdings Limited

Nigel Greenwood (Appointment as CFO ended in June 2020)

Director Eighty Nine Richard Pearse Drive until 24 June

Director The New Zealand Dairy Company Limited until 24 June 2020

Director Synlait Foods (Talbot Forest) Limited until 24 June 2020

Director Synlait Business Consulting (Shanghai) Co; Limited until 10 June 2020

Insurance cover arranged by Synlait Milk Limited

Stuart Gray (previously a Director of Dairyworks Limited untl 1 April 2020)

Director Isfahan Limited

Shareholder Isfahan Limited

Shareholder Okaihau Pastoral Holdings Limited, indirectly through Isfahan Limited

Paul Brown (previously a Director of Dairyworks Limited untl 1 April 2020)

Director P.G. Brown Holdings Limited

Director Moortool Limited

Director ICE Interiors Limited

Director Walbro Limited

Director Kawerau Dairy General Partner Limited

Independent Chair H.G. Leach and Company Limited

Independent Director Leach and Co Limited

Shareholder P.G. Brown Holdings Limited

Shareholder Moortool Limited

Shareholder ICE Interiors Limited

Shareholder Walbro Limited

No Director requested to disclose or use information in their possession as a Director of Synlait or its subsidiaries that

would not otherwise have been available to him or her.

As permitted by section 162 of the Companies Act 1993 and our Constitution, Synlait indemnifies and insures Directors

and Officers against liability to other parties that may arise in the course of their activities as a Director or Officer. Details

of the indemnities and insurance are kept in Synlait’s Interests Register. This cover does not apply to any liabilities

arising from criminal or reckless acts by our Directors or Officers.

The annual fees paid to Directors of Synlait, as approved by shareholders on 27 November 2019 and effective 1

April 2020, are:

04. DIRECTOR REMUNERATION

Directors, excluding the Chair and Committee Chairs$88,900

Board Chair$178,000

Audit and Risk Committee Chair$104,150

People Environment and Governance Committee Chair$100,900

PAGE 158 & 159

ANNUAL REPORT 2020

During the year ended 31 July 2020, 316 employees (including former employees) of Synlait and its subsidiaries (not being
Directors) received remuneration and other benefits, in their capacity as employees, of $100,000 or more, as set out below:

Synlait made no donations in the year to 31 July 2020. Dairyworks Limited, a subsidiary of Synlait from 1 April 2020,

made cheese donations to a value of $5,900 in the year ended 31 July 2020.

06. EMPLOYEE REMUNERATION

07. DONATIONS

Salary bracket ($)Number of employees

100,000 - 109,99958

110,000 - 119,99971

120,000 - 129,99946

130,000 - 139,99920

140,000 - 149,99927

150,000 - 159,99916

160,000 - 169,9997

170,000 - 179,99912

180,000 - 189,99911

190,000 - 199,9998

200,000 - 209,9999

210,000 - 219,9998

220,000 - 229,9991

230,000 - 239,9992

240,000 - 249,9991

250,000 - 259,9992

260,000 - 279,9991

290,000 - 299,9991

320,000 - 329,9991

330,000 - 339,9991

340,000 - 349,9991

360,000 - 369,9991

380,000 - 389,9992

400,000 - 409,9991

420,000 - 429,9991

450,000 - 459,9991

490,000 - 499,9991

510,000 - 519,9992

640,000 - 649,9992

910,000 - 919,9991

Total316

Synlait’s Strategic Remuneration Policy is approved by Synlait’s People, Environment and Governance Committee.

That Committee also reviews and recommends to the Board the remuneration of the Chief Executive Officer and the

Executive Leadership Team.

This table sets out the relevant interests held by Synlait Directors in securities issued by Synlait:

05. DIRECTOR HOLDINGS

Directors Securities held (legally or beneficially) as at 31 July 2020 Securities held (legally or beneficially) as at 31 July 2019

Graeme Milne ONZM 72,753 ordinary shares72,753 ordinary shares

Bill Roest27,750 ordinary shares27,750 ordinary shares

Dr John Penno5,100,000 ordinary shares5,100,000 ordinary shares

Min Ben 0 0

Qikai Lu00

Hon. Ruth Richardson56,222 ordinary shares56,222 ordinary shares

Sam Knowles55,000 ordinary shares55,000 ordinary shares

Sihang Yang00

Prior to the purchase by Synlait of the shares in Dairyworks Limited, fees and other benefits were paid to the

directors of Dairyworks Limited in the year to 31 July 2020 as follows:

Directors Remuneration

Paul Brown$40,000

Stuart Gray $22,666

Margaret Cross$26,066

This table sets out total remuneration and the value of other benefits received by Synlait Directors during the year

ended 31 July 2020, being a combination of fees approved by shareholders at the last two annual meetings.

Directors Role Remuneration

Graeme Milne ONZMDirector, Board Chair$172,000

Bill Roest Director

Audit and Risk Committee Chair

$99,383

Dr John PennoDirector $86,300

Min Ben Director $86,300

Qikai LuDirector $86,300

Hon. Ruth RichardsonDirector$86,300

Sam KnowlesDirector

People, Environment and Governance

Committee Chair

$98,300

Sihang YangDirector $86,300

Total$801,183

Fees are not paid to Directors or employees of Synlait for acting as a Director of any Synlait subsidiaries.

These figures also include the value of shares issued to employees under the 2017 LTI Scheme during the year to 31 July 2020.

PAGE 160 & 161ANNUAL REPORT 2020

Synlait had the following securities on issue as at 31 July 2020:
• 179,306,908 ordinary shares

• 180,000,000 subordinated bonds.

Set out below are Synlait’s 20 largest shareholders as at 31 July 2020:

Set out below are Synlait’s 20 largest bondholders as at 31 July 2020:

According to notices given under section 280(1)(b) of the Financial Markets Conduct 2013, the following are Synlait’s

substantial product holders as at 31 July 2020. The number of shares owned is as advised by the shareholder in

their last Substantial Security Holder Notice.

10. TOP 20 SECURITY HOLDERS AND SUBSTANTIAL SECURITY HOLDERS

1

Note this is FIL Limited Group’s total holding. FIL Investment Management (Australia) Limited holds 4.2% or 7,491,149 shares, FIL Investment

Management (Hong Kong) Limited holds 1.0% or 1,818,323 and FIL Investment Management (Singapore) Ltd. Holds 0.2% or 283,126 shares.

Number of shares held Percentage of ordinary shares

01. Bright Dairy Holding Limited69,968,944 39.0%

02. The a2 Milk Company (NZ) Limited35,574,646 19.8%

03. FIL Group Limited

1

9,592,5985.3%

04. John Penno 5,100,0002.8%

05. ECP Asset Management Pty Ltd 3,027,4861.7%

06. Pendal Group Limited 2,801,7261.6%

07. The Vanguard Group, Inc. 2,638,0271.5%

08. Vanguard Investments Australia Ltd. 2,576,7641.4%

09. Accident Compensation Corporation 2,468,5651.4%

10. Salt Funds Management Limited 2,407,8771.3%

11. First NZ Capital Custodians Limited 1,580,2710.9%

12. Norges Bank Invesment Management 1,570,3600.9%

13. First Sentier Investors Realindex Pty Ltd. 1,202,1530.7%

14. BlackRock Institutional Trust Company, N.A. 1,130,7980.6%

15. Paul & Bronwyn Lancaster 1,058,1230.6%

16. Smartshares Limited 957,7430.5%

17. Abu Dhabi Investment Authority 915,4360.5%

18. Therese Roche 900,0000.5%

19. Guardians of New Zealand Superannuation 807,3810.5%

20. ANZ New Zealand Investments Limited806,4030.4%

Total 147, 085, 30181.9%

Number of bonds heldPercentage of total bonds

01. TEA Custodians Limited Client Property Trust Account21,400,00011.89%

02. FNZ Custodians Limited20,780,00011.54%

03. Investment Custodial Services Limited15,297,0008.50%

04. Custodial Services Limited 13,059,0007.26%

05. Forsyth Barr Custodians Limited10,965,0006.09%

06. Custodial Services Limited8,269,0004.59%

07. National Nominees Limited6,597,0003.67%

08. Custodial Services Limited6,417,0003.57%

09. Citibank Nominees (New Zealand) Limited4,400,0002.44%

10. Custodial Services Limited 4,216,0002.34%

11. Custodial Services Limited 3,702,0002.06%

12. RGTKMT Investments Limited3,275,0001.82%

13. JBWare (Nz) Nominees Limited2,855,0001.59%

14. Custodial Services Limited1,174,0000.65%

15. FNZ Custodians Limited1,038,0000.58%

16. Hugh McCracken Ensor1,000,0000.56%

17. Investment Custodial Services Limited1,000,0000.56%

18. Francis Horton Tuck800,0000.44%

19. Investment Custodial Services Limited800,0000.44%

20. FNZ Custodians Limited718,0000.40%

Total127,762,00070.98%

Substantial Product HolderNumber of ordinary shares in

which relevant interest is held

Percentage of Ordinary Shares

owned as at 31 July 2020

Bright Dairy Holding Limited69,968,94439.0

The a2 Milk Company Limited35,574,64619.8

FIL Group Limited9,592,5985.3

Total64.1%

Synlait’s ordinary shares have been listed on the NZX Main Board since 23 July 2013 (ticker code: SML).

On 24 November 2016 Synlait completed a compliance listing on the ASX as a foreign exempt issuer (ticker code:

SM1). As an ASX foreign exempt issuer, Synlait must comply with the NZX Listing Rules (other than as waived by NZX

Regulation) and is exempt from complying with most of the ASX Listing Rules, as set out in ASX Listing Rule 1.15.

In December 2019, Synlait issued $180 million of unsecured, subordinated, fixed rate bonds with an interest rate of

3.83% per annum. These securities are quoted and trade on the NZX Debt Market (ticker code: SML010).

09. STOCK EXCHANGE LISTINGS

Information about Synlait’s auditor and its audit process, including audit and other fees paid to the auditor, is on pages 149.

08. AUDITORS

PAGE 162 & 163ANNUAL REPORT 2020

Synlait does not have a credit rating.
The spread of Synlait’s bondholders as at 31 July 2020 is as follows:

12. CREDIT RATING

Size of holding Number of holdersPercentage of holders Total number of bonds Percentage issued

1 – 1,00000%00%

1,001 – 5,000544.81%268,0000.15%

5,001 – 10,00016014.26%1,573,0000.87%

10,001 – 50,000 67159.80%19,392,00010.77%

50,001 – 100,00013812.30%11,637,0006.47%

100,001 and over 998.82%147,130,00081.74%

Rounding 0.01%

Total1,122100%180,000,000100%

Synlait obtained two sets of waivers from the NZX Listing Rules this year, relating to a transaction with The a2 Milk

Company Limited and Synlait’s governance arrangements.

Waiver related to variation of Nutritional Powders Manufacturing and Supply Agreement

In 2019, a wholly owned subsidiary of Synlait entered into a variation of its existing Nutritional Powders Manufacturing

and Supply Agreement with a wholly owned subsidiary of The a2 Milk Company Limited. As the variation may have

been worth more than 50% of Synlait’s average market capitalisation, and The a2 Milk Company Limited is a related

party of Synlait, the NZX Listing Rules require that the variation is approved by shareholders and that an appraisal

report on the variation is obtained. On 15 November 2019, Synlait was granted waivers from the relevant NZX Listing

Rules so that shareholder approval to, and the appraisal report on, the entry into that variation were not required. To the

extent that the waiver applied to the requirement to get shareholder approval of a related party transaction, the waiver

was conditional on the Directors of Synlait certifying that:

• the terms of the variation were negotiated and entered into on an arm’s length commercial basis;

• Synlait was not unduly influenced by The a2 Milk Company Limited to enter into the variation; and

• entry into the variation was in the best interests of all of Synlait’s shareholders.

The Directors of Synlait provided a certificate to this effect to NZX.

Waiver relating to Governance Arrangements

On 27 November 2019, Synlait was granted new governance waivers, designed to be consistent with the new

NZX Listing Rules introduced by NZX on 1 January 2019. These allow our Constitution and Board composition to reflect

our non-standard governance arrangements, as described below, and replace our previous governance waivers granted

on 24 June 2013 and amended on 30 October 2018.

Synlait listed on the NZX on the basis that Bright Dairy and Food Co Limited would be able to continue to consolidate Synlait

into its group financial statements (that are prepared under China GAAP). At the time, Bright Dairy agreed with Synlait that

for so long as Bright Dairy continued to hold between the Initial Percentage (being 39.119%) and 50% (inclusive) of the shares

in Synlait in each case calculated in accordance with clause 22.5 of the Constitution (so as to exclude shares issued under

employee share schemes or director remuneration), the following governance arrangements will apply to Synlait:

The Board will comprise eight directors, made up of the following:

• Four directors appointed by Bright Dairy (the Bright Dairy Directors):

• none of whom (i) would be required to retire from rotation under the NZX Listing Rules, or (ii) are subject to

removal by ordinary resolution of shareholders;

13. NZX WAIVERS

The spread of Synlait’s ordinary shareholders as at 31 July 2020 is as follows:

11. SPREAD OF PRODUCT HOLDERS

Size of holding Number of investors Percentage of investors Total number of shares Percentage issued

1 – 1,0002,41240.98%840,9000.47%

1,001 – 5,0002,48042.13%5,399,8243.01%

5,001 – 10,0005479.29%3,662,4842.04%

10,001 – 50,000 3686.25%6,418,6113.58%

50,001 – 100,000290.49%1,936,9211.08%

100,001 and over 500.85%161,048,16889.82%

Rounding 0.01%

Total5,886100%179,306,908100%

PAGE 164 & 165

ANNUAL REPORT 2020

These waivers are subject to the conditions that:
• Bright Dairy continues to hold no less than 39.119% of Synlait’s shares, calculated in accordance with Synlait’s Constitution.

• the Governance Arrangements are contained in Synlait’s Constitution and will cease to apply when Bright Dairy ceases

to own between 39.119% and 50% (inclusive) of the shares in Synlait, calculated in accordance with Synlait’s Constitution.

• Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these

waivers is made in any offer document, and in every annual report while these waivers are being relied on.

• Synlait continues to bear a non-standard designation to notify the market of its unique governance arrangements.

• The quorum for a Board meeting must include two Independent Directors, and Synlait must have three Independent

Directors (compared to the two Independent Directors required by the NZX Listing Rules).

• Immediately on Bright Dairy ceasing to hold 39.119% of the shares in Synlait, Synlait complies with the provisions in its

Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy Directors

on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy. Also, all remaining

Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that

threshold, irrespective of whether they have been the longest in office.

As noted above, on 1 January 2019, NZX updated the NZX Listing Rules. In order to assist with transition to the new

NZX Listing Rules, NZX granted the class waiver called “Class waivers and rulings for NZX Main Board and Debt Market

Transition”, dated 19 November 2018, which had effect until 30 June 2020 (Class Waiver). The class waiver allowed Synlait

to continue relying on its governance waivers under the old NZX Listing Rules, from its transition date to the new NZX Listing

Rules on 8 March 2019, until the governance waivers were updated on 27 November 2019. As required by the class waiver,

Synlait sets out below a summary of the governance waivers under the old NZX Listing Rules, as issued on 24 June 2013 and

amended on 30 October 2018 (Original Governance Waiver).

The Governance Arrangements as described above were also permitted under the Original Governance Waiver, together

with the following additional governance arrangements:

• The Board Chair, who must be an Independent Director, will have a casting vote. The Chair of the Audit and Risk

Committee must also be an Independent Director.

• No Director will have the right to appoint an alternate Director to act in his or her absence or unavailability, but any Bright

Dairy Director may appoint another Bright Dairy Director to exercise his or her voting rights at a meeting.

• A quorum of the Board must include at least two Independent Directors.

(together with the Governance Arrangements, these are the Original Governance Arrangements).

• one of whom must be ordinarily resident in New Zealand and be a director of such standing and with such

commercial and governance experience in New Zealand as is appropriate for a director of a NZX listed

company – the Hon. Ruth Richardson is the current Bright Dairy Director meeting this requirement; and

• all of whom are required to have appropriate skills and experience to ensure that Synlait has a suitable mix of

skills and experience on the Board;

• Three directors who are not appointed by Bright Dairy and who must be Independent Directors; and

• One Managing Director, or, if a Managing Director is not appointed, a Board Appointed Director, who will be appointed

by the Board. The current Managing Director or Board Appointed Director, and any Director proposed to fill that role,

cannot vote on the appointment or replacement of the Managing Director or Board Appointed Director (as applicable).

Consequently, Bright Dairy controls the composition of the majority of the Board as it would have four out of seven votes

on this appointment. Synlait does not currently have a Managing Director, but does have a Board Appointed Director,

being Dr. John Penno,

(together, these are the Governance Arrangements).

A summary of the waivers permitting these Governance Arrangements is set out below:

• The NZX Listing Rules allow Bright Dairy to appoint representatives to the Board so long as the proportion of the Board

made up by their representatives is not greater than the proportion of the total shares in Synlait that they own. A waiver

was required to permit Bright Dairy to appoint four Directors, or 50% of the Board, as Bright Dairy owns less than 50% of

the shares in Synlait.

• The NZX Listing Rules prevent Directors from appointing alternates to act for in their place if they cannot attend Board

meetings, unless a majority of their co-Directors agree. A waiver has been granted to permit Synlait’s Constitution to:

• allow a Bright Dairy Director to appoint another Bright Dairy Director to exercise their voting rights at a Board

meeting they are unable to attend; and

• prohibit the non-Bright Dairy Directors from appointing alternate Directors. Synlait considers that it is important

that Directors are encouraged to attend all meetings.

• The NZX Listing Rules require that Synlait’s constitution permit a Director to vote on a decision in which they are

interested, where that matter is one in respect of which Directors are required by the Companies Act 1993 to sign a

certificate, or relates to an indemnity contemplated by section 162 of the Companies Act. A waiver has been granted to

allow Synlait’s Constitution to prohibit the Managing Director (if it has one, which it doesn’t currently) from voting or being

part of the quorum on matters relating to his/her remuneration under any circumstances.

• The NZX Listing Rules prevent the imposing of conditions on who may be appointed as a Director, except as specifically

contemplated by the Rules. A waiver has been granted so that Synlait is permitted to required that persons who may be

appointed to the three non-Bright Dairy Director positions must be independent.

PAGE 166 & 167ANNUAL REPORT 2020

This table sets out the gender recomposition of Synlait’s Directors and Officers (CEO and direct reports to
CEO) as at 31 July 2020. The prior year’s comparison is in brackets.

14. GENDER COMPOSITION

Group FemaleMale Total

Board 2 (2) 6 (6) 8 (8)

Officer 3 (2) 6

1

(9)

2

9 (11)

Total5 (4)12 (15)17 (19)

1

Includes one officer employed by a subsidiary but reporting to the CEO

2

The 2019 figure includes two male General Managers who temporarily reported to the CEO pending the appointment of new Director

Operations in December 2019

The summary of waivers described above in the context of the current Governance Waiver is also applicable to the

Original Governance Waiver (given Synlait’s reliance on the Class Waiver in respect of the corresponding rule under the

old Listing Rules). The Original Governance Waiver also comprised the following additional waivers:

• The then current NZX Listing Rules required one third of Synlait’s Directors to retire by rotation at each annual meeting.

Waivers were granted so that:

• the rotation requirement only applied to Independent Directors, and not to Bright Dairy Directors and

Managing Director or Board Appointed Director;

• one out of the three Independent Directors was required to retire each year;

• at the first annual meeting following the Bright Dairy shareholding falling below 39.119% (calculated as provided by

the Constitution, excluding employee and director share issues made pursuant to the NZX Listing Rules), all Bright

Dairy Directors would be required to retire by rotation, even though they may not have been longest in office.

• The then current NZX Listing Rules prevented Synlait from imposing restrictions in its constitution on the right of

shareholders to transfer shares held in Synlait, or any restrictions upon registration of a properly completed transfer

of such shares. A waiver was granted so that Synlait’s constitution may contain certain restrictions on the right of

shareholders to transfer Synlait shares, as applied under Schedule 2 of Synlait’s constitution which was removed on

27 November 2019.

These waivers were subject to the conditions that:

• Bright Dairy held no less than 37% of Synlait’s shares at the date Synlait was listed.

• the Original Governance Arrangements were contained in Synlait’s Constitution and would cease to apply when

Bright Dairy ceases to own between 39.119% and 50% (inclusive) of the shares in Synlait (calculated as provided by the

Constitution, excluding employee and director share issues made pursuant to the NZX Listing Rules).

• Full and accurate disclosure of all material aspects of the Governance Arrangements and Synlait’s reliance on these

waivers is made in the offer document issued at the time of Synlait’s listing, and in every annual report while these

waivers are being relied on.

• Synlait continues to bear a non-standard designation to notify the market of its unique Governance Arrangements.

• Synlait appoint an additional Independent Director as soon as possible, but in any event within 3 months of listing.

• That for so long as Bright Dairy holds between 39.119% and 50% (inclusive) of the shares in Synlait (calculated as

provided by the Constitution, excluding employee and director share issues made pursuant to the NZX Listing Rules),

Synlait complies with the following clauses of its Constitution: 25.7, 6-11 (inclusive) and 13 of Part A of Schedule 1.

• Immediately on Bright Dairy ceasing to hold 39.119% of the shares in Synlait, Synlait complies with the provisions in its

Constitution requiring that some of the Bright Dairy Directors must resign to keep the proportion of Bright Dairy Directors

on the Board consistent with the proportion of the total shares in Synlait owned by Bright Dairy. Also, all remaining

Bright Dairy Directors must retire by rotation at the next annual meeting following the drop in shareholding below that

threshold, irrespective of whether they have been the longest in office.

Copies of these waivers, and other waivers Synlait has obtained, or relied on before 1 August 2019 can be found in the

investor centre of Synlait’s website.

PAGE 168 & 169ANNUAL REPORT 2020

DIRECTORY
Registered and head office

1028 Heslerton Road

Rakaia, RD13

New Zealand

Contact us

+64 3 373 3000

info@synlait.com

synlait.com

You can also follow us on Facebook and LinkedIn

Share register

Computershare Investor Services Limited

Private Bag 92119

Auckland 1142

Level 2

159 Hurstmere Rd

Takapuna

Auckland 0622

0800 467 335

+64 9 488 8777

enquiry@computershare.co.nz

Auditor

Deloitte Limited

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New Zealand

+64 9 303 0700

nzinfo@deloitte.co.nz

PAGE 170 & 171

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