Synlait Milk Limited logo

Synlait Annual Meeting 2020

AGM26 October 2020SMLConsumer Staples

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

ITEMS OF BUSINESS

You are invited to Synlait Milk Limited’s (Synlait) Annual

Meeting on Wednesday 25 November 2020 at 1.00pm.

As at the date of issue of this notice, Synlait’s Annual

Meeting will be a hybrid Annual Meeting, held at Tait

Communications Limited, 245 Wooldridge Road,

Harewood, Christchurch 8051, New Zealand, and online at

web.lumiagm.com, or using the Lumi AGM App. The meeting

ID is 380-180-738. More details about joining the meeting

online can be found on page 4 and in the accompanying

virtual meeting guide released with this Notice of Meeting.

Protecting the safety of staff and shareholders is important

to Synlait. If there is any change to COVID-19 Alert Levels

before 25 November, Synlait may cancel the in-person

meeting, providing as much notice as possible via the NZX

and ASX. In that case, all shareholders wishing to attend the

Annual Meeting must do so by joining the virtual meeting.

A. Chair’s address

B. CEO’s address

C. Resolutions

Resolution 1: Auditors’ remuneration

“That the board be authorised to determine the

auditors’ fees and expenses for the 2021 financial year.”

Resolution 2: Election of Director

“Election of Simon Robertson as a director.”

D. Other business

By order of the Board of Directors


Graeme Milne ONZM

Synlait, Chair

PROCEDURAL NOTES
Entitlement to vote

All Synlait shareholders as at 5:00pm (NZST) on Monday

23 November 2020 are entitled to vote on the resolutions

at this Annual Meeting. Shareholders may vote in person,

by proxy or corporate representative, or online, as set out

in more detail below.

Proxies and corporate representatives

A proxy form accompanied this Notice of Meeting when

posted to shareholders. If you are receiving this by email you

will have received a link to complete the proxy form online.

Any shareholder entitled to attend and vote at the Annual

Meeting may appoint a proxy to attend the meeting and

vote on their behalf. Corporate shareholders wanting to

be represented in person at the Annual Meeting must

appoint a representative to attend on their behalf. Both

appointments must be made by completing the proxy form.

Proxies and corporate representatives do not have to

be fellow shareholders, and shareholders may nominate

the Chair (or any Synlait Director) as their proxy if they

wish. The Chair and Directors will vote as directed on any

resolutions and intend to vote any discretionary proxies

in favour of all resolutions, to the extent permitted by the

NZX Listing Rules, ASX Listing Rules, and the company’s

constitution. Prohibitions on voting by Directors, including

as discretionary proxy, are detailed under “Resolution

Requirements” and in the proxy form.

If your named proxy does not attend the Annual Meeting or

you do not name a proxy, but otherwise complete the proxy

form in full, the Chair of the meeting will act as your proxy,

to cast any express votes indicated by you in your proxy

form. (subject to any Resolution Requirements prohibiting

the Chair from exercising an expressly granted discretion

on how to vote).

Appoint a proxy/corporate representative

Online

1. Go to www.investorvote.co.nz.

2. Use the Control Number or CSN/Shareholder Number

and post code or country of residence (if outside New

Zealand) to securely access InvestorVote.

3. Follow the prompts to appoint a proxy or corporate

representative online.

Notice in writing

1. Complete and sign the form attached to this notice.

2. Return the completed and signed proxy form

to Computershare Investor Services Limited in

accordance with the instructions in the proxy form.

1

For an appointment of a proxy or corporate

representative to be valid, it must be received by

Computershare Investor Services Limited in accordance

with instructions below and in the proxy form no later

than 1:00pm Monday 23 November 2020 (NZST).

Resolution requirements

The Resolutions are both ordinary resolutions. An ordinary

resolution is a resolution approved by a simple majority

of votes of shareholders who are entitled to vote on the

resolution and who exercise their right to vote.

Bright Dairy Holding Limited and its associated persons

are not permitted to vote on Resolution 2 further to the

terms of the company’s constitution. Accordingly, the

Directors appointed by Bright Dairy Holding Limited and

any other associated persons are prohibited from voting

on Resolution 2, except for the casting of an express

vote in accordance with their appointment as a proxy or

corporate representative for another shareholder. This

is addressed in more detail in the Proxy Form. Any votes

cast by a Director appointed by Bright Dairy Holding

Limited or any other associated persons on Resolution

2, other than in accordance with an express proxy or

appointment as a corporate representative (i.e. not a

discretionary proxy) will be disregarded.

Questions

Shareholders intending to raise a question at the Annual

Meeting must ensure that their question is sent to:

investors@synlait.com or received with their proxy form

no later than 1.00pm on Monday 23 November 2020.

This will enable us to prepare a response to be delivered

at the Annual Meeting.

Our auditors, Deloitte, will be at the Annual Meeting to

answer any specific queries shareholders may have of

them. Questions for the auditors should also be sent to

investors@synlait.com or submitted with the proxy form,

also to be received no later than 1.00pm on Monday 23

November 2020.

Presentation materials

Copies of materials presented at the Annual Meeting

will be available on our website, the NZX website

and the ASX website shortly before the Annual

Meeting commences.

1

The proxy form contains detailed instructions about signing the

proxy form. Proxy forms that are signed incorrectly will be invalid.

Record date for voting entitlements for the
annual meeting

5:00pm, Monday 23 November 2020 (NZST)

Latest time for receipt of appointment of proxies

and corporate representatives

1:00pm, Monday 23 November 2020 (NZST)

EXPLANATORY NOTES

Latest time for asking questions to be answered

at the meeting

1.00pm, Monday 23 November 2020 (NZST)

Annual Meeting

1:00pm, Wednesday 25 November 2020 (NZST)

– please register and be seated by 12.50pm

IMPORTANT DATES

Explanatory note 1

Auditors’ remuneration – resolution 1

Our auditors, Deloitte, are automatically reappointed

at the annual meeting under section 207T of the

Companies Act 1993. The proposed resolution is to

authorise the board to fix the fees and expenses of

the auditors for the coming financial year.

Explanatory note 2

Election of Director – resolution 2

Simon Robertson

Simon is a professional director with extensive

commercial experience, including 10 years with Auckland

International Airport (AIAL) during a period of significant

investment and strategic growth. As CFO for AIAL, he

led the finance, accounting, business technology and

procurement functions along with investor relations and

regulatory affairs. Simon has a proven track-record in

strategy and capital-intensive infrastructure investment.

He is a director of Ballance, ITM, Apata Group, and

previously served on the boards of Flick Energy and

North Queensland Airports.

Simon’s skills align with Synlait’s strategic priorities and

the Board has every confidence that this will make him

an asset to the Synlait Board. The Board unanimously

recommends that shareholders vote in favour of the

election of Simon Robertson further to his nomination.

The Board has assessed Simon to be an Independent

Director, as that term is defined in the NZX Listing Rules,

and a fit and proper person to be appointed to the Board.

PARTICIPATING IN SYNLAIT’S
ANNUAL MEETING ONLINE

When attending the Annual Meeting online, you will be

able to see the presentations, vote on resolutions and

ask questions. Please ensure that the volume on your

device or headphones is turned up.

To attend the Annual Meeting online, you will require:

• an internet connection (using a computer, laptop,

tablet or smartphone).

• the Meeting ID, 380-180-738 and your username

and password (CSN/Holder Number from the

proxy form, and your postcode (New Zealand

based shareholders) or ISO code (international

shareholders)) to attend the Annual Meeting online.

The virtual meeting guide accompanying this Notice of

Meeting contains more information on how to attend and

participate in the Annual Meeting online. We recommend

that you read this guide, and (if applicable) download the

App, in advance of the Annual Meeting.

If you have any questions on how to attend the meeting

online, please contact Computershare Investor Services

Limited on +64 9 488 8777 between 8.30am and 5.00pm

Monday to Friday (NZST).

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PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2020 ANNUAL MEETING
ATTENDING THE ANNUAL MEETING IN PERSON

Please bring this form with you to assist with registration at the

Annual Meeting.

ATTENDING THE ANNUAL MEETING ONLINE

Shareholders may attend the 2020 Annual Meeting online via the

Lumi platform using an internet connection, and a computer, laptop,

tablet or smartphone. Please refer to the virtual meeting guide that

accompanies this Proxy/Voting Form for further information.

APPOINTMENT OF PROXY OR CORPORATE

REPRESENTATIVE

If you are a shareholder entitled to attend and vote at the Annual

Meeting, you may appoint a proxy to attend and vote on your behalf.

If you are a corporate shareholder, you may appoint a corporate

representative to attend and vote on your behalf.

You can appoint anyone to act as your proxy or corporate

representative. Your proxy or corporate representative does not

have to be another Synlait shareholder. The Chair of the meeting,

and the other Synlait Directors, are willing to act as proxy or

corporate representative for shareholders.

If you do not name a proxy but otherwise complete the form, or your

named proxy does not attend the meeting, then the Chair of the

meeting will act as your proxy to cast any express votes indicated in

your proxy form, subject to certain restrictions explained below.

To appoint a proxy or corporate representative, enter the name

of your proxy or corporate representative, or ‘Chair’ in the space

allocated in ‘Step 1’ and complete this form. Alternatively, you

can appoint a proxy or corporate representative online at: www.

investorvote.co.nz

If your proxy is not the Chair of the Meeting or any other Director of

the Company and they will be attending the meeting online, please

ensure that you provide your proxy’s phone and email address

when completing the proxy form. If this information is not provided,

we cannot guarantee admission of your proxy to the online meeting.

VOTING

Direct your proxy or corporate representative how to vote by

marking one of the boxes opposite each item of business. If you do

not mark a box your proxy or corporate representative may vote as

they choose. If you mark more than one box next to an item, your

vote will be invalid.

The Annual Meeting of Synlait Milk Limited (Synlait) will be held at the offices of Tait Communications, 245 Wooldridge Road, Harewood,

Christchurch, and online, on Wednesday 25 November 2020, commencing at 1.00pm (NZST). If attending the meeting in person, please

register and be seated by 12.50pm. Please refer to the information below and the virtual meeting guide that accompanies this Proxy/Voting

Form for more information on joining the Annual Meeting online.

The Chair and the other Directors intend to vote all discretionary

proxies in favour of the resolutions to the extent permitted by law, the

NZX Listing Rules, ASX Listing Rules and the Company’s Constitution.

The Bright Dairy Holding Limited appointed directors and any other

associated persons of Bright Dairy Holding Limited are disqualified

from voting on Resolution 2 (Bright Directors). If you appoint the Chair

or any other director as proxy, they are permitted to and will cast any

express vote you direct for Resolution 1, but clause 10 of Schedule

1 of Synlait’s Constitution prevents Bright Directors from voting on

Resolution 2 if you direct them to exercise their discretion on the

Resolution or if you leave all boxes beside Resolution 2 empty. If you

select ‘Proxy Discretion’ for Resolution 2 or leave all boxes beside

Resolution 2 empty and have appointed a Bright Director as your

proxy, your vote on Resolution 2 will be invalid.

Synlait will disregard all votes cast by a Bright Director on

Resolution 2, unless that vote is cast by that person as a proxy for

a person who is entitled to vote, in accordance with an express

direction in this proxy form.

If your named proxy does not attend the Annual Meeting, or you

do not name a proxy but otherwise complete the proxy form in

full, then the Chair of the meeting will act as your proxy to cast any

express votes indicated in your proxy form, subject to the voting

restrictions described above.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual holding

Where your shareholding is in a single name, the shareholder or

their attorney

1

must sign this proxy form.

Joint holding

Where your shareholding is in more than one name, all the

shareholders, or their attorneys

1

, must sign.

Corporate shareholder

This proxy form must be signed by a duly authorised officer acting

under express or implied authority of the corporate shareholder,

or a director jointly with another director where there is more

than one director, or the sole director, or an attorney

1

appointed

by the company.

1. If this proxy form is signed under a power of attorney, it must be accompanied by:

• a copy of the Power of Attorney, certified by a Solicitor, Justice of the Peace or

Notary Public (unless it has already been noted by Synlait or Computershare

Investor Services Limited)

• a signed certificate of non-revocation of the power of attorney.

LODGE YOUR PROXY

Online: www.investorvote.co.nz

By mail: Computershare Investor Services Limited Private Bag

92119, Auckland 1142, New Zealand (if mailing within New Zealand,

use the pre-paid envelope provided. If mailing from outside New

Zealand, use the return envelope but add postage).

For all enquiries contact: +64 9 488 8777

corporateactions@computershare.co.nz

Smartphone? Scan the

QR code to vote now.

www.investorvote.co.nz Lodge your proxy online, 24 hours a day, 7 days a week:

YOUR SECURE ACCESS INFORMATION

Control Number: CSN/Shareholder Number:

Please Note: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)

to securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.

FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 1:00PM MONDAY 23 NOVEMBER 2020

PROXY/CORPORATE REPRESENTATIVE VOTING FORM
STEP 1: APPOINT A PROXY/CORPORATE REPRESENTATIVE TO VOTE ON YOUR BEHALF

The Chair of the meeting, and any other Director, is willing to act as proxy for any shareholder who wishes to appoint him/her for that purpose.

If you wish, you can appoint the Chair as your proxy by inserting ‘the Chair’ below, or any other Director by inserting their name below.

I/We being a shareholder/s of Synlait Milk Limited

hereby appoint of

or failing that person of

as my/our proxy/corporate representative to act generally at the Annual Meeting of Shareholders of Synlait to be held on Wednesday

25 November 2020 commencing at 1.00pm or, any adjournment thereof, on my/our behalf, and to vote in accordance with the following

directions, or if ‘proxy discretion’ or no vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by law, Synlait’s

constitution and the relevant Listing Rules) on the resolutions listed below, and on any resolution(s) to amend any of the resolution(s), or

any resolution(s) so amended, and on any other resolution(s) proposed at the meeting (or any adjournment thereof) so as to give effect to

my/our intention as set out below where possible.

If your proxy is not the Chair of the meeting or another Director of Synlait Milk Limited, please ensure that you provide their contact details

(phone and email address) below. If this information is not provided, your proxy’s admission to the online meeting is not guaranteed.

Proxy contact details

Phone Email

STEP 2: VOTING INSTRUCTIONS

Please note: if you mark the ‘Abstain’ box for an item, you are directing your proxy or corporate representative not to vote on your behalf,

and your votes will not be counted in calculating the required majority. If you do not mark a box, or mark “Proxy Discretion” your proxy or

corporate representative may determine whether and how to vote, except on Resolution 2 (please refer to “Voting” overleaf). If you mark

more than one box, your vote on that resolution is invalid. This form is to be used to vote as follows on the following resolutions (add a

tick to the box to indicate your vote):

Ordinary Resolutions

Resolution 1: That the Board be authorised to determine the auditor’s fees and expenses for

the 2021 financial year.

Resolution 2: That Simon Robertson be elected as a Director.

The above descriptions of the resolutions to be voted on are summaries only. Please refer to the Notice of Annual Meeting for the full text of the resolutions.

ForAgainstAbstain

Proxy

Discretion

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting will have the opportunity to ask questions. If you cannot attend the Annual Meeting but

would like to ask a question you can email your question to investors@synlait.com or alternatively write it on a separate sheet of paper

and return it with this proxy form to Computershare Investor Services Limited in the reply-paid envelope provided. Questions need to be

submitted by 1.00pm on Monday 23 November 2020. The Board will address and answer questions at the meeting.

SIGN: SIGNATURE AND NAME OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED.

Name

Shareholder 1 – Sole Director/Director,

Authorised Signatory/Attorney

(Please select one)

Name

Shareholder 2 – Director, Authorised

Signatory or Attorney (if more than one)

(Please select one)

Name

Shareholder 3 – Authorised Signatory or

Attorney 3 (Please select one)

Name Telephone Date

Electronic Investor Communications

Synlait is committed to reducing its environmental footprint. You can help us achieve this goal by opting to receive future investor

communications via email. Please provide your email address if you wish to change your communication preferences:

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VOTING AT A GLANCE
STEP 1

Open Lumi AGM and enter the

Meeting ID shown in top right

corner

STEP 2

Enter your username and

password (CSN/Holder Number

and postcode)

STEP 3

When the poll is opened,

click and select your

desired voting direction

Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit

web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the

latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.

If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am

and 5.00pm Monday to Friday (New Zealand time).

VIRTUAL MEETING GUIDE

NEW ZEALAND RESIDENTS

Username (CSN or Holder number) and

password (postcode).

APPOINTED PROXIES

A username and password will be

provided prior to the meeting.

If you have not received your username

and password, please contact

Computershare on +64 9 488 8777

between 8.30am—5.00pm Monday to

Friday (New Zealand time).

MEETING ID

380-180-738

Remote entry to the Annual Meeting will open at 12:30PM

NZT on Wednesday 25 November 2020, with the meeting

commencing at 1.00PM NZT.

OVERSEAS RESIDENTS

Username (CSN or Holder Number);

and Password (three-character ISO3

country code) e.g. AUS is the ISO3 code

for Australia.

You can find a full list at

www.computershare.com/iso3

LOGGING IN

T

o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log in

as a guest if you are not a shareholder in Synlait Milk Limited. Please note, if you have logged in as a guest you will not be able to ask

any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING

Once you have entered web.lumiagm.

com into your internet browser, you’ll

be prompted to enter the Meeting ID

and accept the terms and conditions.

You will then be required to enter your:

>username (CSN or Holder number);

>password (postcode, or country code

for overseas residents)

NAVIGATING LUMI AGM

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the broadcast icon at the

bottom of the screen.

WATCHING THE WEBCAST

To watch the webcast, click the black

broadcast bar on screen and push

the ► button to start the webcast.

The video and/or slides will appear

shortly after (dependent on the speed

of your internet connection).

ASKING QUESTIONS

Any shareholder or appointed proxy/

representative attending the meeting

is eligible to ask questions. If you would

like to ask a question, select

then

type and submit your question. It will be

sent to the board for an answer.

Please note that due to time

constraints, not all questions may be

able to be answered during the

meeting. In this case, questions will be

followed up by email after the meeting.

V

OTING IN LUMI AGM

Once the poll has been opened, will

appear on the navigation bar at the

bottom of the screen—from here, the

resolution and voting choices will be

displayed.

To vote, simply select your voting

direction from the options shown on

screen. To change your vote, simply

select another direction—you can cancel

your vote by clicking ‘Cancel’.

NAVIGATING LUMI AGM - DESKTOP

When successfully authenticated, the

info screen will display.

You can view meeting information, ask

questions and watch the webcast.

If you would like to watch the webcast,

press the ► button to start the

webcast.

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

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