Opening of NZ$20 Million Share Purchase Plan

Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com

NZX: SML
ASX: SM1


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

12 November 2020

Opening of NZ$20 Million Share Purchase Plan

Synlait Milk Limited (“Synlait”) is pleased to announce the opening of its fully underwritten NZ$20 million
share purchase plan (“SPP”) today. The SPP is part of Synlait’s NZ$200 million equity raising announced
on 10 November 2020, pursuant to which Synlait also undertook an approximately NZ$180 million
underwritten placement of new shares to institutional shareholders in New Zealand, Australia and other
select jurisdictions (“Placement”).

Synlait announced the successful completion of the Placement on 11 November 2020. The Placement of
approximately $180 million of new, fully paid ordinary shares was fully subscribed at the fixed price of
NZ$5.10 per share, which represented a discount of 14.0% to the last trading price of NZ$5.93 per share
on 9 November 2020 and a discount of 6.6% to the five-day volume weighted average price of NZ$5.46
(assessed up to and including 9 November 2020). Settlement of the Placement is expected to occur on 17
November 2020 for the ASX and on 18 November 2020 for NZX, with allotment and commencement of
trading on NZX and ASX expected to occur on 18 November 2020.

Under the SPP, eligible existing Synlait shareholders with a registered address in New Zealand or Australia
can each subscribe for up to NZ$50,000/A$47,000 worth of new Synlait shares. The offer price of these
shares will be the lower of the Placement offer price of NZ$5.10 and a 2.5% discount to the five-day
volume weighted average price of Synlait shares traded on the NZX during the last five business days of
the SPP offer period (inclusive). The new shares to be issued under the SPP will rank equally in all respects
with Synlait’s existing ordinary shares.

The SPP offer size of NZ$20 million (with no oversubscriptions) has been sized to reflect the retail
shareholder base, with the objective of providing almost all existing eligible shareholders the opportunity
to achieve at least their pro rata portion of the equity raising. If scaling of the SPP is required, it will be
done with reference to shareholders’ existing shareholdings at the record date of 9 November 2020.
An SPP offer booklet, together with an application form, will be sent or made available to eligible New
Zealand and Australian resident retail shareholders today and will also be available to those eligible
shareholders at www.shareoffer.co.nz/synlait from today. All eligible shareholders are encouraged to visit
that website and apply online before the closing date on Wednesday, 25 November 2020.

Key dates relating to the SPP are set out in the Appendix to this announcement. A copy of the SPP offer
booklet also accompanies this announcement.

For more information about Synlait visit www.synlait.com
or contact:
Hannah Lynch
Corporate Affairs Manager
P: +64 21 252 8990
E: hannah.lynch@synlait.com

Synlait Milk Ltd · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com





Appendix – Key Dates for Share Purchase Plan
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Share Purchase Plan
Record date Monday 9 November 2020
Expected despatch of SPP offer document and application forms Friday 13 November 2020
Share Purchase Plan opens (9am NZDT / 7am AEDT) Friday 13 November 2020
Share Purchase Plan closes (7pm NZDT / 5pm AEDT) Wednesday 25 November 2020
Announcement of results of SPP, including offer price of SPP in NZ$
and A$
Monday 30 November 2020
NZX and ASX settlement and allotment Tuesday 1 December 2020
Commencement of trading of new shares on NZX Tuesday 1 December 2020
Commencement of trading of new shares on ASX Wednesday 2 December 2020
Despatch of statements Wednesday 9 December 2020

Not for distribution or release in the United States.

This announcement is not financial product advice and has not taken into account your objectives, financial
situations or needs. This announcement has been prepared for release in New Zealand and Australia. This
announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the
United States or in any jurisdiction in which such an offer would be illegal. The offer and sale of the shares
referred to in this announcement have not been, and will not be, registered under the United States Securities
Act of 1993 (the U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States.
Accordingly, the new shares offered and sold in the Placement may not be offered or sold, directly or indirectly,
to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The new shares to
be offered and sold in the SPP may not be offered or sold, directly or indirectly, to any person in the United
States or any person acting for the amount or benefit of a person in the United States.




1
The timetable presented is indicative only and subject to change without notice (subject to applicable laws and the NZX Listing Rules and
ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

---

1
This is an important document. You should read the whole
document before deciding whether to subscribe for shares.
If you have any doubts as to what you should do, please consult
your broker, financial, investment or other professional adviser.
NOT FOR DISTRIBUTION OR RELEASE
IN THE UNITED STATES
This document does not constitute an offer of securities in
any place outside New Zealand or Australia. In particular, this
document does not constitute an offer to sell, or a solicitation
of an offer to buy, any shares in the United States or in any
jurisdiction in which such an offer would be illegal. The offer
and sale of the shares referred to in this document have not
been, and will not be, registered under the U.S. Securities Act
of 1933 or the securities laws of any state or other jurisdiction
of the United States and accordingly, such shares may not be
offered, sold or otherwise transferred, directly or indirectly, in the
United States or to any person acting for the account or benefit
of a person in the United States (to the extent such person is
acting for the account or benefit of a person in the United States).
You must not send copies of this document or any other material
relating to the Share Purchase Plan to any person in the United
States or, except with the consent of Synlait, elsewhere outside
New Zealand and Australia.
SHARE PURCHASE PLAN
OFFER DOCUMENT
13 NOVEMBER 2020
GO TO WWW.SHAREOFFER.CO.NZ/SYNLAIT FOR MORE
INFORMATION AND TO APPLY ONLINE.

CONTENTS
IMPORTANT INFORMATION 1
CHAIR'S LETTER 4
PART 1: KEY DETAILS 6
PART 2: KEY DATES 7
PART 3: QUESTIONS AND ANSWERS 8
PART 4: TERMS AND CONDITIONS 11
PART 5: GLOSSARY 17
PART 6: DIRECTORY 19

1
IMPORTANT INFORMATION
GENERAL INFORMATION
This Offer Document has been prepared by Synlait Milk Limited
(Synlait) in connection with an offer of new ordinary shares
(Offer Shares) under a share purchase plan (the Offer).
In New Zealand the Offer is made to Eligible Shareholders under
the exclusion in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 (FMCA) and in reliance on a class waiver and
ruling issued by NZX Regulation dated 30 September 2020
(Class Waiver) and a waiver issued by NZX Regulation in favour
of Synlait dated 10 November 2020 (Synlait Waiver, together
with the Class Waiver, the NZX Waivers).
In Australia the Offer is made to Eligible Shareholders in
accordance with the relief granted under ASIC Corporations
(Share and Interest Purchase Plans) Instrument 2019/547 and
as amended by ASIC Instrument 20-1052.
This Offer Document is not a product disclosure statement or
prospectus for the purposes of the FMCA or the Corporations
Act 2001 (Cth) or any other law, and does not contain all of the
information which may be required in order to make an informed
investment decision about the Offer or Synlait.
FURTHER IMPORTANT INFORMATION
A presentation providing further important information in relation to
Synlait and the Offer has been published by Synlait on 10 November
2020 (the Investor Presentation). A copy of the Investor Presentation
and other important information released on 10 November 2020
are available at www.nzx.com and www.asx.com.au under the ticker
code "SML" and "SM1", respectively.
The Investor Presentation includes details of the rationale for the
Offer. It also provides an update as to guidance for the current
financial year and explains in more detail the expected impact of
the Offer, including a non-exhaustive summary of certain key risks
associated with Synlait and the Offer.
You should read the Investor Presentation in full, as it contains
important information to assist you in making an investment
decision in respect of the Offer. In particular, you should read and
consider pages 18 to 23 of the Investor Presentation ("Key Risks")
before making an investment decision.
ADDITIONAL INFORMATION AVAILABLE UNDER
CONTINUOUS DISCLOSURE OBLIGATIONS
Synlait is subject to continuous disclosure obligations under
the Listing Rules and the ASX Listing Rules. Market releases
by Synlait are available at www.nzx.com and www.asx.com.au
under the ticker code "SML" and "SM1", respectively.
You are strongly cautioned not to place undue reliance
on any forward-looking statements such as indications of,
and guidance on, future earnings and financial position
and performance in any market releases made by Synlait,
particularly in light of the current economic climate and
the significant volatility, uncertainty and disruption caused
by the outbreak of COVID-19.
In particular, Synlait recommends that you read its market
announcements (together with the materials attached to
those announcements) and in particular its recent
announcements regarding:
• the Offer released on 10 November 2020 (including the
Investor Presentation accompanying that announcement);
• the settlement of the Pokeno land covenant dispute
released on 6 November 2020;
• Synlait signing a new multinational customer agreement
released on 5 November 2020;
• Synlait’s annual report for the year ended 31 July 2020
released on 27 October 2020;
• Synlait's annual financial statements and results presentation
for the year ended 31 July 2020 released on 28 September
2020; and
• response to The a2 Milk Company Limited's announcement
released on 21 August 2020.
Synlait may, during the Offer, make additional releases to
NZX and ASX. Shareholders should monitor Synlait's market
announcements during the period of the Offer.
No release by Synlait to NZX or ASX will permit an applicant to
withdraw any previously submitted Application without Synlait's
prior written consent, whether or not there has been any
permissible variation of the Offer.
MARKET RISK
The market price for the Shares may change materially between
the date this Offer opens, the date you apply for Offer Shares
under the Offer, and the date on which the Shares are allotted to
you. This is particularly the case given the wide fluctuations and
volatility in the share prices for many listed companies in recent
times due to the continuing impacts of COVID-19. There is no
certainty that this recent volatility will not continue or worsen,
which could have a materially adverse impact on the share price
for Synlait. Accordingly:
• the price paid for Offer Shares may be higher or lower
than the price at which Shares are trading on the NZX
Main Board or the ASX at the time Shares are issued under
the Offer;
• the market price of Offer Shares following allotment may be
higher or lower than the Issue Price; and
• it is possible that up to or after the Allotment Date, you may
be able to buy Shares at a lower price than the Issue Price.
WITHDRAWAL AND DATE CHANGES
Subject to compliance with all applicable laws, Synlait reserves
the right at its absolute discretion to withdraw all or any part of
the Offer and to alter the dates set out in this Offer Document.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with
the Offer to Eligible Shareholders with a registered address
in New Zealand and Australia. This Offer Document does not
constitute an offer or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an offer or
invitation.

2
No action has been taken to permit a public offering of the Offer
Shares in any jurisdiction outside New Zealand and Australia.
The distribution of this Offer Document (including an electronic
version) in a jurisdiction outside New Zealand and Australia may
be restricted by law and persons who come into possession of it
(including nominees, trustees or custodians) should seek advice
on and observe any such restrictions. Any failure to comply with
such restrictions may contravene applicable securities law. Synlait
disclaims all liability in respect of any such contravention by any
other person.
No person may subscribe for, purchase, offer, sell, distribute or
deliver the Offer Shares, or be in possession of, or distribute
to any other person, any offering material or any documents in
connection with the Offer Shares, in any jurisdiction other than
in compliance with all applicable laws and regulations. Without
limiting the foregoing, this Offer Document may not be released
or distributed in the United States. This Offer Document does
not constitute an offer to sell, or a solicitation of an offer to buy,
any securities in the United States. The Offer Shares have not
been, and will not be, registered under the U.S. Securities Act or
the securities laws of any state or other jurisdiction of the United
States. Accordingly, the Offer Shares may not be offered, sold or
otherwise transferred, directly or indirectly, in the United States or
to any person acting for the account or benefit of a person in the
United States (to the extent such person is acting for the account
or benefit of a person in the United States).
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a
recommendation to acquire or invest in Offer Shares and is not
financial product advice to you or any other person. This Offer
Document has been prepared without taking into account your
investment objectives, financial or taxation situation or particular
needs or circumstances.
Before deciding whether to invest in Offer Shares, you must make
your own assessment of the risks associated with an investment
in Synlait (including the inherent uncertainties as to the impact
of COVID-19 and the summary of key risks on pages 18 to 23 of
the Investor Presentation ("Key Risks")), and consider whether
such an investment is suitable for you having regard to publicly
available information (including the Investor Presentation), your
personal circumstances and following consultation with a financial
or other professional adviser. Please read this Offer Document
carefully and in full before making that decision.
NON-STANDARD DESIGNATION
Synlait has been designated as a 'Non-Standard' (NS) issuer by
NZX due to the nature of the Constitution. In particular, Bright Dairy
and Food Co Limited (which holds its shares in Synlait through its
wholly-owned subsidiary, Bright Dairy Holding Limited) has the
right to appoint four Directors to the Board. Further details of these
director appointment rights are included on pages 165 to 168 of
Synlait's Annual Report for the financial year ended 31 July 2020.
NZX WAIVERS
Synlait is making the Placement and the Offer in reliance on the
NZX Waivers, comprising the Class Waiver and the Synlait Waiver.
The Class Waiver provides a waiver from Listing Rule 4.5 and a
ruling in relation to the definition of "share purchase plan", and the
Synlait Waiver provides waivers from Listing Rules 4.5.1, 4.5.1(e)(iii),
4.19.1 and 5.2.1.
The effect of the NZX Waivers in the context of the Placement and
the Offer is to permit:
• an increased number of Shares (from what is otherwise
provided for under the Listing Rules) to be issued under the
Placement and the Offer without shareholder approval;
• the Offer to be fully underwritten, to allow any Offer Shares
not taken up by eligible shareholders under the Offer to
be issued to other persons without requiring shareholder
approval (which when aggregated with the number of
Shares issued under the Placement, may exceed the
Placement threshold provided under the Listing Rules as
modified by the Class Waiver);
• Bright, The a2 Milk Company Limited and other Related
Parties to be issued Shares in the Placement having an
aggregate value above 10% of Synlait's Average Market
Capitalisation without shareholder approval (as such terms
are defined in the Listing Rules); and
• Bright to be issued such number of Shares under the
Placement (including certain of those Shares on the
Allotment Date) that will ensure it is not diluted as a result
of the Offer, which would otherwise cause Bright to lose its
director appointment rights under the Constitution. Further
details of these director appointment rights are included on
pages 165 to 168 of Synlait's Annual Report for the financial
year ended 31 July 2020.
The Synlait Waivers are subject to certain conditions, as set out
in the terms of such waivers (a copy of which is available at
www.nzx.com and www.asx.com.au under the ticker code "SML"
and "SM1", respectively). The conditions include that the waivers
are disclosed in this Offer Document and in Synlait's annual
report for the financial year ending 31 July 2021 and that certain
certifications are provided by Synlait directors to NZX Regulation.
ASIC RELIEF
Synlait has obtained specific ASIC relief to allow Australian
investors to participate in the Offer up to NZ$50,000. However,
Synlait has set the maximum Australian dollar application amount
at A$47,000 to allow for NZ$/AU$ exchange rate movements up
to the closing date of the Offer.
NO GUARANTEE
No person named in this Offer Document (nor any other person)
guarantees the Offer Shares to be issued pursuant to the Offer or
warrants the future performance of Synlait or any return on any
investment made pursuant to this Offer Document.
PRIVACY
Any personal information you provide in your Application will
be held by Synlait and/or the Registrar at the addresses set
out in the Directory. Synlait and/or the Registrar may store your
personal information in electronic format, including in online
storage on a server or servers which may be located in
New Zealand or overseas. This information will be used for the

3
purposes of administering your investment in Synlait.
This information will only be disclosed to third parties with your
consent or if otherwise required by law. Under the Privacy Act
1993 and the Australian Privacy Act 1988 (Cth), you have the right
to access and correct any personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Primary
Market Participant, ASX broker, or your solicitor, accountant or
other professional adviser. If you have any questions about how
to apply online or complete the Application Form, please contact
the Registrar as set out in the Directory.
TIMES, CURRENCY AND LAWS
Unless otherwise stated, all references in this Offer Document
to times and dates are to times and dates in New Zealand,
all references to currency are to New Zealand dollars, and all
references to applicable statutes and regulations are references
to New Zealand statutes and regulations.
DEFINED TERMS
Capitalised terms used in this Offer Document have the specific
meaning given to them in the Glossary at the back of this Offer
Document or in the relevant section of this Offer Document.
Words importing the plural include the singular and vice versa.

4
LETTER FROM THE CHAIR
Dear Shareholder,
OFFER DETAILS
On 10 November 2020 we announced plans to raise approximately
NZ$200 million of new equity through a placement of new shares
(Placement) of approximately NZ$180 million and a share purchase
plan (the Offer) of NZ$20 million (together, the Capital Raising). The
Placement was completed on 11 November 2020 and is expected
to successfully raise approximately NZ$180 million.
On behalf of the Board, I invite all eligible shareholders to
participate in the Offer. Eligible shareholders are those who were
recorded in Synlait's share register at 7:00pm NZDT / 5:00pm
AEDT on 9 November 2020 as being a holder of Synlait shares
and having an address in New Zealand or Australia.
This opportunity gives all eligible shareholders in New Zealand
and Australia the opportunity to purchase up to NZ$50,000 /
A$47,000 of new shares in Synlait (subject to scaling) without
incurring brokerage or other transaction costs, at the lower of $5.10
(being the same price as the Placement) or a 2.5% discount to the
5-day volume weighted average market price prior to the Offer
close. The new shares are expected to be allotted on or around 1
December 2020. They will rank equally with existing Synlait shares
at that date.
OFFER RATIONALE
Proceeds from the Capital Raising will support Synlait to
complete the investment phase of its strategy. This includes the
customisation of Synlait Pokeno and Auckland for processing and
packaging equipment to service our new multinational customer.
In addition to this, proceeds will be used to strengthen our balance
sheet to provide more financial headroom as Synlait navigates
COVID-19, which is having an unpredictable impact on the stability
of its current and future earnings, and to create capacity to deliver
on our purpose: Doing Milk Differently For A Healthier World.
OFFER PARTICIPATION
Participation in the Offer is optional, and eligible shareholders
have the option to apply for as many or as few new shares in the
Offer as they want, up to the cap of NZ$50,000 / A$47,000. This
is the maximum amount permitted under the NZX Listing Rules,
as increased by the recent class waiver granted by NZX. Synlait
has obtained specific ASIC relief to allow Australian investors
to participate up to NZ$50,000. However, Synlait has set the
maximum Australian dollar application amount at A$47,000 to
allow for NZ$/AU$ exchange rate movements up to the closing
date of the Offer.
If the Offer is oversubscribed, applications will be scaled having
regard to existing shareholdings on 7:00pm NZDT / 5:00pm
AEDT on 9 November 2020 (being the Record Date for the Offer).
We encourage you to read this Offer Document and to seek
investment advice from a suitably qualified professional adviser
before you consider investing.
If you decide to participate in the Offer, please complete either
the physical Application Form accompanying this Offer Document
or an online application by 7.00pm NZDT / 5.00pm AEDT on 25
November 2020. Online applications at www.shareoffer.co.nz/
synlait are strongly encouraged.

5
FURTHER INFORMATION
We encourage you to read through all of Synlait's recent
announcements, particularly the investor presentation and
other materials released on 10 November 2020 at www.nzx.
com and www.asx.com.au under the ticker code "SML" and
"SM1", respectively. In particular, please read and consider pages
18 to 23 of the investor presentation ("Key Risks") for a non-
exhaustive summary of certain key risks associated with Synlait
and the Offer, before making an investment decision. You can
also access information, including the investor presentation and
announcements regarding the Offer on the following website at
www.shareoffer.co.nz/synlait.
If you have any questions about the Offer, please call Synlait’s
share registrar, Computershare, on 0800 650034 (toll free within
New Zealand) or +61 03 9415 5000 (within Australia) from 8.30am
to 5.00pm Monday to Friday (excluding public holidays), or contact
your financial adviser or other professional adviser.
The Capital Raising is supported by Synlait’s cornerstone
shareholders, Bright Dairy Holding Limited and The a2 Milk
Company, who have indicated their participation by providing
pre-commitments to participate in the Capital Raising. Synlait has
guaranteed an allocation to those shareholders of approximately
$114 million in total, representing approximately 57% of the total
Capital Raising. Further, each of Synlait’s New Zealand resident
directors have indicated they intend to participate in the Capital
Raising.
On behalf of the Board, thank you for your continued support, and
we welcome your consideration of, and participation in, the Offer.
Graeme Milne ONZM
Chair
Synlait Milk Limited

6
Equal participation Each Eligible Shareholder has the right to apply for the same dollar amount of Offer Shares and
on the same terms and conditions as each other Eligible Shareholder.
Application amount You can apply for a dollar amount of Offer Shares up to a maximum value of NZ$50,000 /
A$47,000 of Offer Shares.
Synlait is accepting Applications for up to NZ$20 million of Offer Shares in aggregate.
Applications may need to be scaled depending on the Applications received. Any scaling of
Applications will be carried out in accordance with clause 9 of the Terms and Conditions.
If you apply in A$, see clause 5.3 of the Terms and Conditions in Part 4 for further details
regarding the maximum value of A$ that may be applied for.
Issue PriceThe lower of:
(a) NZ$5.10 per Offer Share (representing a 14% discount to Synlait's last trading share
price of NZ$5.93 on the NZX on 9 November 2020 (being the last trading day before
the Placement was announced) and which is the same price paid by investors in the
Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Shares traded on
the NZX over the five business day period prior to and including the Closing Date,
rounded down to the nearest cent.
If you apply in A$, see clause 3.2 of the Terms and Conditions in Part 4 for further details
regarding the A$ Price.
Underwriting The Offer is fully underwritten by Jarden Partners Limited on terms customary for an offer of
this nature, including relevant termination events, representations, warranties and indemnities.
Further details in relation to the underwriting are set out in the Investor Presentation.
When to apply Applications must be received by 7.00pm NZDT / 5.00pm AEDT on the Closing Date
(25 November 2020, unless extended).
How to apply Eligible Shareholders may apply online at www.shareoffer.co.nz/synlait or by completing and
returning the personalised Application Form accompanying this Offer Document together with
payment, in accordance with the instructions.
Online Applications at www.shareoffer.co.nz/synlait are strongly encouraged.
If you are a Custodian, you also need to complete and return a Custodian Certificate. To
determine whether you are a Custodian, and how to obtain a Custodian Certificate, refer to
clause 4 of the Terms and Conditions. You need to return your completed Application Form
(and, if applicable, a Custodian Certificate) to the address on the Application Form.
Receiving your Offer Shares You will receive your Offer Shares on the Allotment Date (1 December 2020, unless extended).
PART 1: KEY DETAILS

7
PART 2: KEY DATES*
DateEvent
7.00pm NZDT / 5.00pm
AEDT on 9 November 2020
Record DateThe date on which Eligible Shareholders are determined.
13 November 2020Opening DateOffer documents sent to Eligible Shareholders. Offer opens.
25 November 2020Closing DateOffer closes. Applications (with payment) must be received by
7.00pm NZDT / 5.00pm AEDT.
30 November 2020Issue Price and results of the
Offer
Issue Price (in New Zealand dollars and in Australian dollars)
and results of the Offer announced.
1 December 2020Settlement Date, Allotment
Date and commencement
of trading on the NZX Main
Board
Settlement and allotment on both the NZX Main Board and
ASX and Shares are expected to commence trading on the
NZX Main Board.
Allotment of Bright Deferred Placement Shares.
2 December 2020ASX commencement of
trading
Shares are expected to commence trading on the ASX.
9 December 2020Despatch DateTransaction confirmation despatched to participating Eligible
Shareholders.
* Synlait reserves the right to alter the key dates, subject to applicable laws and the Listing Rules. Synlait reserves the right to withdraw the Offer at any time prior
to the issue of the Offer Shares at its absolute discretion.

8
These Questions and Answers are a summary only and
you should refer to the attached Terms and Conditions for
further information.
1. WHAT IS THE OFFER?
The Offer allows Eligible Shareholders to purchase Offer Shares
without incurring brokerage or other transaction costs. Synlait
is inviting Applications for up to NZ$20 million of Offer Shares in
aggregate.
All Offer Shares will be of the same class as, and rank equally
with, all Shares currently on issue. The Offer Shares will,
immediately after issue, be quoted on the NZX Main Board and
the ASX.
2. WHAT WILL THE PROCEEDS BE USED FOR?
Synlait is raising equity under the Offer and the Placement to:
(a) complete the investment phase of its strategy, including the
customisation of Synlait Pokeno and Auckland for processing and
packaging equipment to service its new multinational customer; and
(b) strengthen its balance sheet to:
• provide more financial headroom as it navigates
COVID-19, which is having an unpredictable impact on
the stability of its current and future earnings; and
• create capacity to deliver on its purpose: Doing Milk
Differently For A Healthier World.
3. AM I ELIGIBLE?
Shareholders with a registered address in New Zealand or
Australia at 7.00pm NZDT / 5.00pm AEDT on the Record Date are
eligible to participate in the Offer. Please refer to clause 2 of the
Terms and Conditions.
4. WHAT IS THE PRICE OF THE OFFER SHARES?
The Issue Price will be the lower of:
(a) NZ$5.10 per Offer Share (representing a 14% discount to
Synlait's last trading share price of NZ$5.93 on the NZX Main
Board on 9 November 2020 (being the last trading day before
the Placement was announced) and which is the same price paid
by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market
price of the Shares traded on the NZX Main Board over the five
business day period prior to and including the Closing Date,
rounded down to the nearest cent.
The Issue Price will be fixed as at 7.00pm NZDT / 5.00pm AEDT
on 25 November 2020 (being the Closing Date) and is expected
to be announced through NZX and ASX on 30 November 2020.
Please refer to clause 5.3 of the Terms and Conditions for further
details on how the Issue Price in A$ will be set.
5. HOW MANY OFFER SHARES CAN I PURCHASE?
Eligible Shareholders may elect to apply for a dollar amount of
Offer Shares up to a maximum value of NZ$50,000 / A$47,000.
Synlait has obtained specific ASIC relief to allow Australian
investors to participate up to NZ$50,000 worth of Offer
Shares. However, Synlait has set the maximum Australian dollar
application amount at A$47,000 to allow for NZ$/A$ exchange
rate movements up to the Closing Date.
You should make payment by way of electronic funds transfer to
Synlait for the value applied for.
If you apply for an Australian dollar amount of Offer Shares,
Synlait will convert the New Zealand dollar Issue Price to
Australian dollars at the Exchange Rate. If this results in the A$
amount you applied for exceeding the NZ$50,000 regulatory
limit, Offer Shares having a total issue price equal to NZ$50,000
(rounded down) will be issued to you (subject to scaling) and
you will be refunded the excess cash amount if it is greater than
NZ$5.00.
Synlait is accepting Applications for up to NZ$20 million
of Offer Shares in aggregate. Applications may need to be
scaled depending on the Applications received. Any scaling of
Applications will be carried out in accordance with clause 9 of the
Terms and Conditions.
6. ARE THERE ANY CONDITIONS TO THE OFFER?
No. However, Synlait reserves the right to terminate the Offer at
any time prior to the issue of Offer Shares on the Allotment Date.
If the Offer is terminated for any reason, all Application monies
will be returned to you and no Offer Shares will be allotted under
the Offer. No interest will be payable on any monies returned
to you. Refunds will not be paid for any difference arising solely
due to rounding or where the aggregate amount of the refund
payable to you is less than NZ$5.00.
7. WHAT IF I OWN SHARES THROUGH A TRUSTEE OR
CUSTODIAN?
If you own Shares through a trustee or Custodian, then subject to
certain certification requirements and other conditions, you may
instruct the trustee or Custodian to purchase Offer Shares on
your behalf, up to the NZ$50,000 / A$47,000 limit.
If you own Shares through a trustee or Custodian and also own
Shares in your own name, then you may either purchase Offer
Shares yourself or instruct your trustee or Custodian to purchase
Offer Shares on your behalf. You may not do both.
If you are a Custodian or hold Shares through a Custodian,
please refer to clause 4 of the Terms and Conditions.
PART 3: QUESTIONS AND ANSWERS

9
8. WHAT ABOUT JOINT HOLDERS?
Joint holders are treated as a single shareholder under the terms
of the Offer. As a group, they can apply for a dollar amount of
Offer Shares up to a maximum value of NZ$50,000 / A$47,000.
9. DO I HAVE TO PARTICIPATE?
No. Participation is entirely voluntary.
10. WILL MY SHAREHOLDING BE DILUTED IF I DO
NOT PARTICIPATE?
If you choose not to participate in the Offer, your shareholding
percentage in Synlait will be diluted. For example, assuming that
NZ$200 million is raised under the Placement and the Offer and
the Offer Shares are issued at NZ$5.10 per Offer Share,
approximately 3,921,568 Shares will be issued and if you do not
elect to acquire any Offer Shares in the Offer (and did not receive
any Shares under the Placement), your shareholding will be diluted
by approximately 17.9%.
This dilution will relate only to your percentage shareholding of
Synlait as the number of Shares that you hold will not change as a
result of not participating in the Offer.
The Offer is not a pro-rata offer and, even if you participate in the
Offer, your shareholding percentage in Synlait may change.
11. IS THIS OFFER TRANSFERABLE TO ANOTHER
PERSON?
No. This Offer is personal to you and you may not transfer your
right to purchase Offer Shares under the Offer to anyone else.
12. WHAT ARE THE RISKS TO INVESTING IN THE OFFER?
The events relating to COVID-19 have recently resulted in
significant market falls and volatility in New Zealand, Australia
and overseas, including the prices of securities traded on NZX
Main Board and ASX.
The market price of Shares may change materially between the
date this Offer opens, the date you apply for Offer Shares under
the Offer, and the date on which the Shares are allotted to you.
This is particularly the case given the wide fluctuations and
volatility in the share prices for many listed companies in recent
times due to the continuing impacts of COVID-19. There is no
certainty that this recent volatility will not continue or worsen,
which could have a materially adverse impact on the share price
for Synlait. Accordingly:
• the price paid for Offer Shares may be higher or lower than
the price at which Shares are trading on the NZX Main
Board or the ASX at the time Shares are issued under the
Offer;
• the market price of Offer Shares following allotment may be
higher or lower than the Issue Price; and
• it is possible that up to or after the Allotment Date, you may
be able to buy Shares at a lower price than the Issue Price.
Risks associated with returns on investments are particularly
acute during periods of elevated global financial market volatility.
You should:
(a) seek your own financial advice in relation to this Offer and
your participation under the Offer; and
(b) read the Investor Presentation in full, as it contains
important information to assist you in making an investment
decision in respect of the Offer. In particular, you should read
and consider pages 18 to 23 of the Investor Presentation
("Key Risks") before making an investment decision.
13. WHERE CAN I GET FURTHER INFORMATION?
You should read the Investor Presentation and other important
information released on 10 November 2020, which is available at
www.nzx.com and www.asx.com.au under the ticker code "SML"
and "SM1", respectively.
The Investor Presentation includes details of the rationale for the
Offer. It also provides an update as to guidance for the current
financial year and explains in more detail the expected impact of
the Offer, including a non-exhaustive summary of certain key risks
associated with Synlait and the Offer. You should read the Investor
Presentation in full, as it contains important information to assist
you in making an investment decision in respect of the Offer.
In particular, you should read and consider pages 18 to 23 of the
Investor Presentation ("Key Risks") before making an investment
decision.
Further information about Synlait, including its most recent financial
statements released on 28 September 2020, can be obtained from
Synlait's website: www.synlait.com. You may obtain, free of charge,
the most recent annual report and financial statements of Synlait by
contacting Synlait (for details please see the Directory), or you may
download the documents from Synlait's website: www.synlait.com.
Synlait is subject to continuous disclosure obligations under the
Listing Rules and the ASX Listing Rules. Market releases by Synlait
are available at www.nzx.com and www.asx.com.au under the
ticker code "SML" and "SM1", respectively. Synlait may, during the
Offer, make additional releases to NZX and ASX. Shareholders
should monitor Synlait's market announcements during the period
of the Offer. No release by Synlait to NZX or ASX will permit an
applicant to withdraw any previously submitted Application without
Synlait's prior written consent, whether or not there has been any
permissible variation of the Offer.
You are strongly cautioned not to place undue reliance on any
forward-looking statements such as indications of, and guidance
on, future earnings and financial position and performance
in any market releases made by Synlait, particularly in light
of the current economic climate and the significant volatility,
uncertainty and disruption caused by the outbreak of COVID-19.
You should read the information referred to in the Important
Information section of this Offer Document under the headings
"Further Important Information" and "Additional information
available under continuous disclosure obligations".
14. WHAT IS THE CURRENT SHARE PRICE?
The market price of the Shares is quoted on the NZX website at
www.nzx.com and on the ASX website at www.asx.com.au.

10
15. HOW DO I APPLY FOR OFFER SHARES UNDER
THE OFFER?
If you wish to participate in the Offer, you may apply online at
www.shareoffer.co.nz/synlait or by following the step-by-step
instructions set out on the reverse of the enclosed personalised
Application Form.
If you apply online you will need your CSN / Holder Number
(or your HIN or SRN if you are an Eligible Shareholder based in
Australia). You must pay for your Application electronically by
electronic funds transfer to Synlait.
If you apply using the Application Form, scan and email your
completed Application Form to the Registrar at synlait@
computershare.co.nz (please put "Synlait Share Purchase Plan"
in the subject line for easy identification) or send your completed
Application Form (and, if applicable, your Custodian Certificate)
to the Registrar at the relevant address set out in the Directory,
and make payment by electronic funds transfer, as set out in the
instructions on the Application Form by the Closing Date.
Online Applications at www.shareoffer.co.nz/synlait are strongly
encouraged.
You will not be able to withdraw or revoke your Application once
you have sent it in.
16. HOW LONG IS THE OFFER OPEN AND WHEN WILL I
RECEIVE MY OFFER SHARES?
The Offer opens on 13 November 2020 and is expected to close
at 7.00pm NZDT / 5.00pm AEDT on 25 November 2020, unless
extended. If you want to participate you should ensure your
Application and payment is received by 7.00pm NZDT / 5.00pm
AEDT on 25 November 2020.
Please allow adequate time for mail deliveries to be received
and electronic funds transfers to be cleared into Synlait's bank
account by this time. Applications received after this time may
not be accepted.
Online Applications at www.shareoffer.co.nz/synlait are strongly
encouraged.
You will receive the Offer Shares issued to you under the Offer on
the Allotment Date, which is currently expected to be on or around
1 December 2020. Confirmation of the number of Offer Shares
issued to you under the Offer will be sent on the Despatch Date,
currently expected to be on or around 9 December 2020.
17. HOW MANY OFFER SHARES WILL I RECEIVE?
Subject to scaling, you will receive the number of Offer Shares
equal to the dollar amount of Offer Shares you have validly
applied for (and payment has been received in respect of) divided
by the Issue Price. If you have applied for an Australian dollar
amount of Offer Shares, your Application monies will be converted
to New Zealand dollars as described in Question 5 above (How
many Offer Shares can I purchase?). If the dollar amount of Offer
Shares you have applied for (or are allocated) does not equal a
whole number of Offer Shares once divided by the Issue Price, the
number of Offer Shares allotted to you will be rounded down to
the nearest Offer Share.
Any scaling of Applications will be carried out in accordance
with clause 9 of the Terms and Conditions.
18. WILL THE OFFER SHARES BE QUOTED?
The Offer Shares will be quoted on the NZX Main Board and the
ASX. It is expected that you will be able to commence trading
the Offer Shares allotted to you under the Offer on the NZX Main
Board on the Allotment Date and on the ASX on 2 December
2020 (being the day after the Allotment Date).
19. WHY IS THERE A MAXIMUM APPLICATION AMOUNT?
The Offer needs to comply with the conditions imposed by
the Listing Rules and ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 and as amended by ASIC
Instrument 20-1052. The offer of Offer Shares up to a maximum
value of NZ$50,000 / A$47,000 per Eligible Shareholder is being
undertaken:
(a) in New Zealand under Listing Rule 4.3.1(c) (Share Purchase
Plan), as modified by the Class Waiver; and
(b) in Australia in accordance with the relief granted under ASIC
Corporations (Share and Interest Purchase Plans) Instrument
2019/547 and as amended by ASIC Instrument 20-1052.
20. WHAT IS SYNLAIT'S DIVIDEND POLICY?
With a continuing growth agenda, Synlait does not expect to be
paying dividends in the foreseeable future. This means that it is
unlikely that you will receive any dividend payments from Synlait
in respect of your Shares (including any Offer Shares) in the
foreseeable future.
21. WHY ARE NOT ALL SHAREHOLDERS ELIGIBLE TO
PARTICIPATE IN THE OFFER?
Synlait considers that the legal requirements of jurisdictions other
than New Zealand and Australia are such that it would be unduly
onerous for Synlait to make the Offer in those jurisdictions. This
decision was made having regard to the number of Shareholders
in such overseas jurisdictions and the costs of complying with
overseas legal requirements.
22. FURTHER ASSISTANCE
If you have any further questions, please contact your broker,
financial, investment or other professional advisor before making
your investment decision.
If you have any questions about how to apply online or complete
the Application Form, please contact the Registrar as set out in
the Directory.

11
If you apply to participate in the Offer by completing an online
application or completing and returning an Application Form
(and, if applicable, a Custodian Certificate), you are accepting
the risk that the market price of Shares may change between the
Opening Date, the date at which you send in an Application and
the Allotment Date. This means that it is possible that up to or
after the Allotment Date, you may be able to buy Shares at a lower
price than the Issue Price.
We encourage you to seek your own financial advice regarding
your participation in the Offer.
Consistent with the representations, warranties and
acknowledgements contained in these Terms and Conditions
and the Application Form, you may not submit any completed
Application Forms for any person outside New Zealand and
Australia. Failure to comply with these restrictions may result
in a violation of applicable securities laws.
Record Date:Eligible Shareholders registered at 7.00pm NZDT / 5.00pm AEDT on 9 November 2020 may
participate in the Offer.
Opening Date: The Offer opens on 13 November 2020. This Offer Document is sent to Eligible Shareholders
on 13 November 2020.
Closing Date: The Offer closes at 7.00pm NZDT / 5.00pm AEDT on 25 November 2020, unless extended.
Applications must be received by this time. Applications may, at Synlait's option, not be
processed or held to be valid if they have not been received by this time.
Issue Price and results of
the Offer announced:
Issue Price (in New Zealand dollars and in Australian dollars) will be announced along with the
results of the Offer through NZX and ASX on 30 November 2020.
Settlement DateSettlement on the NZX Main Board and ASX on 1 December 2020.
Allotment Date: The Offer Shares are proposed to be allotted on or around 1 December 2020.
Commencement of trading
on the NZX Main Board:
Synlait expects the Offer Shares will commence trading on the NZX Main Board on the
Allotment Date.
Commencement of trading
on the ASX
Synlait expects the Offer Shares will commence trading on the ASX on 2 December 2020.
Despatch Date: Synlait expects that a transaction confirmation will be despatched to you on or around
9 December 2020.
1. OFFER TIMETABLE
PART 4: TERMS AND CONDITIONS
2. ELIGIBLE SHAREHOLDERS
2.1. You may participate in the Offer if you are an Eligible
Shareholder. An Eligible Shareholder is a person who, at
7.00pm NZDT / 5.00pm AEDT on the Record Date, was
recorded in Synlait's share register as being a registered
holder of Existing Shares and having an address in New
Zealand or Australia, unless that person holds Shares on
behalf of another person who resides outside New Zealand
or Australia. For the avoidance of doubt, you are not eligible
to participate in the Offer if you are in the United States
or are acting for the account or benefit of a person in the
United States. If you are acting for the account or benefit
of a person in the United States, you are not permitted to
apply for or acquire Offer Shares for, or for the account or
benefit of, that person. Joint holders of Shares are taken to
be a single registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder and
the certification on the online application or Application
Form is taken to have been given by all of them.
2.2. If you are an Eligible Shareholder, your rights under this
Offer are personal to you and non-renounceable, so you
may not transfer them.
2.3. Synlait accepts no liability where an Eligible Shareholder
does not receive an Application Form, or does not receive
the Application Form in time.
Synlait has a discretion to change, at any time, any of the Closing Date, the Allotment Date and the Despatch Date (notwithstanding that the
Offer has opened, or Applications have been received) by lodging a revised timetable with NZX and ASX.

12
3. ISSUE PRICE AND NUMBER OF OFFER SHARES
3.1. The Issue Price for Offer Shares under the Offer will be the
lower of:
(a) NZ$5.10 per Offer Share (representing a 14% discount
to Synlait's last trading share price of NZ$5.93 on the
NZX Main Board on 9 November 2020 (being the last
trading day before the Placement was announced)
and which is the same price paid by investors in the
Placement); and
(b) a 2.5% discount to the volume weighted average
market price of the Shares traded on the NZX Main
Board over the five business day period prior to and
including the Closing Date, rounded down to the
nearest cent.
3.2. The Issue Price and the A$ Price will be fixed as at 7.00pm
NZDT / 5.00pm AEDT on 25 November 2020 (being the
Closing Date) and is expected to be announced through
NZX and ASX on 30 November 2020.
3.3. The Issue Price determined above is a New Zealand dollar
amount. If you apply for an Australian dollar amount of Offer
Shares, Synlait will convert the New Zealand dollar Issue
Price to Australian dollars at the Exchange Rate. The Issue
Price in Australian dollars is expected to be announced
through NZX and ASX on 30 November 2020.
3.4. Subject to scaling and clause 5.3 of these Terms and
Conditions, you will receive the number of Offer Shares
equal to the dollar amount of Offer Shares you have validly
applied for (and payment has been received in respect of)
divided by the Issue Price. If the dollar amount of Offer
Shares you have applied for (or are allocated) does not
equal a whole number of Offer Shares once divided by the
Issue Price, the number of Offer Shares allotted to you will
be rounded down to the nearest Offer Share.
3.5. Subject to clause 4.2 and clause 5.3 of these Terms and
Conditions, Eligible Shareholders may elect to purchase
a dollar amount of Offer Shares up to a maximum value of
NZ$50,000 / A$47,000, by filling in the appropriate box on
the online application or Application Form. The number
of Offer Shares you receive on the Allotment Date may be
subject to scaling, as described in clause 9 of these Terms
and Conditions.
3.6. Eligible Shareholders may only make a single Application
for Offer Shares under the Offer. This applies to all Eligible
Shareholders, including those who receive more than
one offer under the Offer (for example, because they hold
Shares in more than one capacity) and including whether
the Eligible Shareholder is applying through a Custodian or
on his or her own behalf. Accordingly, if you own Shares
through a trustee or Custodian and also own Shares in your
own name, then you may either purchase Offer Shares
yourself or instruct your trustee or Custodian to purchase
Offer Shares on your behalf. You may not do both.
4. CUSTODIANS
4.1. Any Eligible Shareholder that:
(a) in the case of any Eligible Shareholder having a
registered address in New Zealand, that:
(i) is a trustee corporation or a nominee company
and holds Existing Shares on the Record Date
by reason only of acting for another person in
the ordinary course of business of that trustee
corporation or nominee company; or
(ii) holds Shares by reason only of being a bare
trustee of a trust to which the Shares are subject;
or
(b) in the case of any Eligible Shareholder having a
registered address in Australia, provides a custodial or
depository service in relation to Shares and who:
(i) holds an Australian financial services licence
covering the provision of a custodial or
depository service;
(ii) is exempt from the requirement to hold an
Australian financial services licence covering the
provision of a custodial or depository service;
(iii) holds an Australian financial services licence
covering the operation of an IDPS (as defined in
ASIC Class Order CO/13/763) or is a responsible
entity of an IDPS-like scheme (as defined in ASIC
Class Order CO 13/762);
(iv) is a trustee of a self-managed superannuation
fund or a superannuation master trust; or
(v) is a registered holder of Shares and is noted on
the register of members of Synlait as holding the
Shares on account of another person,
is a Custodian under the Offer.
4.2. Custodians may apply to purchase Offer Shares for an
amount greater than NZ$50,000 / A$47,000 under the
Offer, provided the Custodian only applies for no more Offer
Shares than collectively have an aggregate application
price of NZ$50,000 / A$47,000 for each beneficial owner
in New Zealand or Australia for which the Custodian acts
as a custodian. Each beneficial owner may only direct the
Custodian to apply on behalf of that beneficial owner for a
single Offer Share parcel.
4.3. Custodians must confirm to Synlait that they are holding
Shares as a custodian for beneficial owners by providing
the written certification to Synlait described in clause 4.4
below by providing a Custodian Certificate. To request a
Custodian Certificate, or if you would like further information
on how to apply for Offer Shares as a Custodian, you should
contact the Registrar at any time from 8.30am to 5.00pm
Monday to Friday prior to the Closing Date. Each beneficial
owner may only direct the Custodian to apply on behalf

13
of that beneficial owner for Offer Shares as described
in clauses 3.5 and 3.6. A separate online application or
Application Form must be completed for each beneficial
owner.
4.4. If a Custodian applies to purchase Offer Shares on behalf of
one or more beneficial owners, the Custodian must certify
to Synlait in writing the following matters in the form and
manner set out in the Custodian Certificate, together with
the Application:
(a) that the Custodian holds Shares on behalf of:
(i) one or more other persons that are not
Custodians; and/or
(ii) another Custodian (Downstream Custodian)
that holds beneficial interests in Shares on
behalf of one or more other persons to which
those interests relate, on 25 November 2020
at 7.00pm NZDT / 5.00pm AEDT (each a
Participating Beneficiary) who have subsequently
instructed the Custodian, and/or the Downstream
Custodian, to apply for Offer Shares under the
Offer on their behalf;
(b) the number of those Participating Beneficiaries and
their names and addresses;
(c) in respect of each of the Participating Beneficiaries,
the number of Shares that the Custodian holds
and the dollar amount of Shares the Participating
Beneficiary has instructed the Custodian, either
directly or indirectly through a Downstream Custodian,
to apply for on behalf of that Participating Beneficiary;
(d) that there are no Participating Beneficiaries in respect
of which the total of the application price for the
following exceeds NZ$50,000 / A$47,000:
(i) the application price for Offer Shares applied for
on their behalf under the Offer; and
(ii) the application price for any other Shares issued
to the Custodian (as a result of an instruction
given to the Custodian or a Downstream
Custodian) for that Participating Beneficiary under
any arrangement similar to the Offer in the 12
months prior to the application for Offer Shares
under the Offer;
(e) that a copy of this Offer Document was given to each
Participating Beneficiary;
(f) where the Custodian holds Shares on behalf of a
Participating Beneficiary indirectly, through one or
more Downstream Custodians, the name and address
of each Downstream Custodian; and
(g) that the beneficial owner on whose behalf the
Custodian is submitting an Application is not making
an Application as an Eligible Shareholder for Offer
Shares under the Offer, and no other Custodian is
submitting an Application under the Offer for that
beneficial owner.
4.5. Custodians are not permitted to participate in the Offer
on behalf of, and must not distribute this document or any
documents (including the Application Form) relating to this
Offer to, any person in the United States. In the event that a
Custodian is acting for the account or benefit of a person in
the United States, it is not permitted to participate in respect
of that person.
5. COMPLETING THE APPLICATION AND PAYING FOR
OFFER SHARES
5.1. If you wish to participate in the Offer, you must complete
an online application on the Offer website www.shareoffer.
co.nz/synlait or the Application Form and make an
electronic funds transfer in accordance with the instructions
on the Offer website or the Application Form. Payments
must be drawn on a New Zealand or Australian bank
account. If you are a Custodian, you must also complete
a Custodian Certificate which may be obtained from the
Registrar.
5.2. Eligible Shareholders should make an electronic funds
transfer for the dollar amount of Offer Shares applied for.
5.3. You can apply and pay for Offer Shares in New Zealand
dollars or in Australian dollars. The Issue Price is a New
Zealand dollar amount. That means that, if you apply for
an Australian dollar amount of Offer Shares, Synlait will
convert the New Zealand dollar Issue Price to Australian
dollars at the Exchange Rate. If the Exchange Rate results in
the A$ amount you applied for exceeding the NZ$50,000
regulatory limit, Offer Shares having a total issue price
equal to NZ$50,000 (rounded down) will be issued to you
(subject to scaling) and you will be refunded the excess
cash amount.
5.4. To be valid, Applications (and, if applicable, Custodian
Certificates) must be received by Synlait by 7.00pm NZDT /
5.00pm AEDT on 25 November 2020. Applications (and, if
applicable, Custodian Certificates) received after that date
will only be accepted at Synlait's discretion. Application
Forms and, if applicable, Custodian Certificates should be
sent to the Registrar at the relevant address set out in the
Directory.
6. SYNLAIT'S DISCRETION TO ACCEPT, REJECT
OR SCALE BACK APPLICATIONS
6.1. Synlait has discretion to accept or reject your Application to
purchase Offer Shares under the Offer, including (without
limitation) if:
(a) your Application Form or Custodian Certificate
(if applicable) or online application is incorrectly
completed or incomplete or otherwise determined by
Synlait to be invalid;
(b) your payment is dishonoured or has not been
completed correctly;

14
(c) it appears that you are applying to buy more than
NZ$50,000 / A$47,000 of Offer Shares (except if you
are a Custodian applying on behalf of more than one
beneficial owner in accordance with clause 4.2);
(d) your Application, Custodian Certificate (if applicable)
or payment is received after the Closing Date. While
Synlait has discretion to accept late Applications,
Custodian Certificates (if applicable) and payments,
there is no assurance that it will do so. Late
Applications, Custodian Certificates (if applicable) and
payments, if not processed, will be returned to you
at your registered address within five business days
of the Allotment Date or within five business days of
the date of receipt in respect of any late Application
received after the Allotment Date. No interest will be
paid on any application monies returned to you;
(e) Synlait believes that you are not an Eligible
Shareholder or Custodian; or
(f) Synlait considers that your Application does not
comply with these Terms and Conditions.
6.2. Synlait reserves the right to scale back, at its absolute
discretion, any Application for Offer Shares under the
Offer, subject to clause 9 of these Terms and Conditions.
Synlait reserves the right to terminate the Offer and reject
all Applications at any time prior to the issue of the Offer
Shares on the Allotment Date.
6.3. If an Application is rejected, all of the relevant amounts will
be refunded to the applicant. If Applications are scaled
back, the applicant will receive the number of Offer Shares
in respect of which the Application is accepted at the Issue
Price and a refund of the balance of the relevant application
monies.
6.4. Refunds will not be paid for any difference arising solely
due to rounding or where the aggregate amount of the
refund payable to an applicant is less than NZ$5.00 with
such funds being retained by Synlait. All refunds will be
made without interest.
6.5. Refunds will be made by direct credit only to the bank
account held by the Registrar. Any refunds will be issued
within five business days following the Allotment Date.
However, if you have not provided your bank account
details to the Registrar, such funds will be withheld by
the Registrar until you have provided those bank account
details.
7. SIGNIFICANCE OF SENDING IN AN APPLICATION /
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
7.1. If you apply to participate in the Offer by completing and
returning the Application Form or completing an online
application (and, if applicable, a Custodian Certificate) you
will be deemed to make the following representations,
warranties and agreements:
(a) you confirm that you have received, read and
understood this Offer Document (including the
"Important Information" section) and the Investor
Presentation (including pages 18 to 23 of the
Investor Presentation ("Key Risks")) in their entirety;
(b) you agree that your Application, on these Terms and
Conditions, will be irrevocable and unconditional (i.e.,
it cannot be withdrawn);
(c) you certify to Synlait that you are an Eligible
Shareholder entitled to apply for Offer Shares under
these Terms and Conditions and that all details and
statements in your Application are complete and
accurate;
(d) you agree to be bound by the Constitution;
(e) you acknowledge that the Offer may be withdrawn by
Synlait at its discretion and may not proceed;
(f) you certify that your acceptance of the Offer will not
be, or cause, a breach of any law in any jurisdiction;
(g) you certify to Synlait that you are not applying for
Offer Shares under the Offer with an application value
in excess of NZ$50,000 / A$47,000, even though you
may have received more than one offer under the
Offer or received offers in more than one capacity
under the Offer;
(h) you certify to Synlait that you are not applying for
Offer Shares under the Offer with an application
value in excess of NZ$50,000 / A$47,000 from the
following:
(i) the Offer Shares under the Offer which are the
subject of the Application;
(ii) any other Shares issued to you under the Offer,
or securities or interests in the class issued under
any similar arrangement in the 12 months before
the Application;
(iii) any other Offer Shares or interests in the class
which you have instructed a Custodian to acquire
on your behalf under the Offer; and
(iv) any other Shares or interests in the class issued
to a Custodian in the 12 months before the
Application as a result of an instruction given by
you to the Custodian to apply for Shares on your
behalf under an arrangement similar to the Offer;

15
(i) without limiting Synlait's discretion to accept, reject
or scale back any Applications, you authorise Synlait
(and its officers or agents) to correct any error in, or
omission from, your Application (and, if applicable,
your Custodian Certificate) and to complete the
Application (and, if applicable, your Custodian
Certificate) by the insertion of any missing details;
(j) you acknowledge that Synlait may at any time
irrevocably determine that your Application (and,
if applicable, your Custodian Certificate) is valid, in
accordance with these Terms and Conditions, even
if the Application (and, if applicable, your Custodian
Certificate) is incomplete, contains errors or is
otherwise defective;
(k) you accept the risk associated with any refund that
may be despatched to you by cheque to your address
set out in the Application;
(l) you agree to indemnify Synlait for, and to pay to
Synlait within five business days of demand, any
dishonour fees or other costs Synlait may incur
in presenting a cheque for payment which is
dishonoured;
(m) you acknowledge that none of Synlait, its advisers or
agents has provided you with investment advice or
financial product advice, and that none of them has an
obligation to provide advice concerning your decision
to apply for and purchase Offer Shares under the
Offer;
(n) you acknowledge the risk that the market price for the
Shares may change materially between the Opening
Date, the date you apply for Offer Shares under the
Offer and the Allotment Date. This is particularly the
case given the wide fluctuations and volatility in the
share prices for many listed companies in recent
times due to the continuing impacts of COVID-19.
Accordingly, you acknowledge that:
(i) the price paid for Offer Shares may be higher or
lower than the price at which Shares are trading
on the NZX Main Board or the ASX at the time
Offer Shares are issued under the Offer;
(ii) the market price of Offer Shares following
allotment may be higher or lower than the Issue
Price;
(iii) it is possible that up to or after the Allotment
Date, you may be able to buy Shares at a lower
price than the Issue Price; and
(iv) a change in the market price of Shares prior to
the Issue Price being determined may affect the
Issue Price;
(o) you acknowledge that Synlait is not liable for any
exercise of its discretions referred to in these Terms
and Conditions;
(p) you represent and warrant that you are not located
in the Unites States and you are not acting for the
account or benefit of a person in the United States
(or in the event that you are acting for the account or
benefit of a person in the United States, you are not
applying for, or acquiring, any Offer Shares for the
account or benefit of that person);
(q) you have not, and will not, send this Offer Document
or any materials relating to the Offer to any person
in the United States or to any person in any country
outside New Zealand and Australia, and agree
to provide (and direct your nominee or custodian
to provide) any requested substantiation of your
eligibility to participate in the Offer and of your holding
of Shares at the Record Date;
(r) you acknowledge and agree that the Offer Shares
have not, and will not be, registered under the U.S.
Securities Act or the securities laws of any state or
other jurisdictions in the United States, or in any other
jurisdiction outside New Zealand or Australia and
accordingly, the Offer Shares may not be offered, sold
or otherwise transferred, directly or indirectly, in the
United States or to any person acting for the account
or benefit of a person in the United States (to the
extent such person is acting for the account or benefit
of a person in the United States);
(s) you acknowledge and agree that, if in the future you
decide to sell or otherwise transfer the Offer Shares,
you will only do so in the regular way for transactions
on the NZX Main Board or ASX where neither you
nor any person acting on your behalf know, or have
reason to know, that the sale has been pre-arranged
with, or that the purchaser is a person in the United
States;
(t) you irrevocably and unconditionally agree to these
Terms and Conditions and agree not to do any act or
thing which would be contrary to the spirit, intention or
purpose of the Offer; and
(u) if you are acting as a trustee, nominee or Custodian,
each beneficial holder on whose behalf you are
applying for and acquiring Offer Shares is resident
in New Zealand or Australia and is not in the United
States.
7.2. If a Custodian applies to purchase Offer Shares under the
Offer for a beneficial owner pursuant to clause 4.2:
(a) the certifications referred to in clauses 7.1(c) and 7.1(g)
will be taken to be given by the beneficial owner on
whose behalf the Custodian is applying to purchase
Offer Shares; and
(b) in addition to the matters referred to in clause 7.1, the
Custodian also certifies each of the matters set out in
the Custodian Certificate.

16
8. ISSUE PRICE
8.1. You agree to pay the Issue Price per Offer Share up to the
maximum dollar amount you have specified in your online
application or on the Application Form.
9. SCALING
9.1. Scaling of Applications will be required if Synlait receives
Applications in excess of the maximum amount to be raised
under the Offer, being NZ$20 million.
9.2. Any scaling of Applications will be undertaken by Synlait
having regard to the number of Existing Shares held by
the applicant (or, in the case of an Application made by a
Custodian, the relevant beneficial owner(s)) at the Record
Date.
9.3. If scaling produces a fractional number, the number of Offer
Shares you will be allotted will be rounded down to the
nearest whole number of Offer Shares.
9.4. If your Application is scaled, your application monies will
be greater than the value of the Offer Shares you will
be allotted. Subject to clause 6.4, the difference will be
refunded to the bank account held by the Registrar within
five business days of the Allotment Date. However, if
you have not provided your bank account details to the
Registrar, such funds will be withheld by the Registrar until
you have provided those bank account details. No interest
will be paid on any application monies returned to you.
10. OFFER SHARES
10.1. Offer Shares issued under the Offer will rank equally with,
and have the same voting rights, dividend rights and other
entitlements as, existing fully paid Shares quoted on the
NZX Main Board and the ASX.
10.2. Applicants for Offer Shares will be bound by the
Constitution and the terms of the Offer set out in this Offer
Document.
10.3. It is a term of the Offer that Synlait will take any necessary
steps to ensure that the Offer Shares are immediately after
issue quoted on the NZX Main Board and the ASX.
10.4. The Offer Shares will be quoted on the NZX Main Board,
and an application will be made by Synlait for the Offer
Shares to be issued under the Offer to be quoted on the
ASX. The NZX Main Board is a registered market operated
by NZX (which is a licensed market operator regulated
under the Financial Markets Conduct Act 2013). However,
neither NZX nor ASX accepts any responsibility for any
statement in this Offer Document.
10.5. You cannot trade in any Offer Shares issued to you pursuant
to the Offer, either as principal or agent, until quotation of
the Offer Shares on the NZX Main Board and the ASX (as
relevant) in accordance with the Listing Rules and the ASX
Listing Rules. Synlait expects that the Offer Shares will
commence trading on the NZX Main Board on the Allotment
Date, and on the ASX on 2 December 2020 (being the day
after the Allotment Date).
11. AMENDMENTS TO THE OFFER AND WAIVER OF
COMPLIANCE
11.1. Notwithstanding any other term or condition of the Offer,
the Application Form and/or the Offer website, Synlait may,
at its discretion:
(a) make non-material modifications to the Offer or the
Terms and Conditions (in which case Applications for
Offer Shares under the Offer will remain binding on
the applicant notwithstanding such modification and
irrespective of whether an Application was received
by the Registrar before or after such modification is
made); and/or
(b) suspend or terminate the Offer at any time prior to
the issue of Offer Shares under the Offer. If the Offer
is terminated, Application monies will be refunded to
applicants without interest within five business days of
termination.
11.2. Synlait reserves the right to waive compliance with any
provision of these Terms and Conditions (which will be
done in accordance with Australian and New Zealand law,
including the Listing Rules and the ASX Listing Rules).
11.3. If Synlait waives compliance with any provision of these
Terms and Conditions, such waiver will apply to all Eligible
Shareholders.
11.4. Synlait will notify NZX and ASX of any waiver, amendment,
variation, suspension, withdrawal or termination of the Offer.
12. GOVERNING LAW
12.1. These Terms and Conditions shall be governed by and
construed in accordance with the laws of New Zealand.
13. DISPUTES
13.1. If any dispute arises in connection with the Offer, Synlait
may settle it in any manner it thinks fit. It may do so
generally or in relation to any particular Eligible Shareholder,
applicant, Application or Share. Synlait's decision will be
final and binding.
14. INCONSISTENCY
14.1. Unless otherwise determined by the Board, in the event of
any inconsistency between the Terms and Conditions of the
Offer and:
(a) the accompanying letter from the Chair and Questions
and Answers, the Terms and Conditions take
precedence; and
(b) the Constitution, the Constitution shall prevail.

17
A$Australian dollars, being the lawful currency of Australia.
A$ Price The Australian dollar equivalent of the Issue Price determined using the Exchange Rate and
rounded to the nearest cent, which will be announced by Synlait on 30 November 2020.
Allotment DateOn or around 1 December 2020, unless extended.
ApplicationAn application for Offer Shares under the Offer made using an Application Form or an online
application made through www.shareoffer.co.nz/synlait.
Application FormThe personalised application form relating to the Offer that you received with this Offer
Document, including the instructions on the reverse of the form.
ASICThe Australian Securities and Investments Commission.
ASXASX Limited, or the exchange operated by it, as the context requires.
ASX Listing RulesThe listing rules of the ASX as they apply to Synlait as a foreign exempt listed issuer, as amended
from time to time and for so long as Synlait is admitted to the official list of such exchange.
BoardThe board of directors of Synlait.
BrightBright Dairy Holding Limited.
Bright Deferred Placement
Shares
Such number of Shares allocated to Bright under the Placement that upon issue on the Allotment
Date will ensure Bright's holding in Synlait remains at 39.01% of the Shares on issue.
Bright PlacementThe placement of Bright Deferred Placement Shares to be issued on the Allotment Date.
Class WaiverThe class waiver and ruling issued by NZX Regulation dated 30 September 2020.
Closing Date25 November 2020, unless extended.
ConstitutionSynlait's constitution.
CustodianHas the meaning given to that term in clause 4.1 of the Terms and Conditions.
Custodian CertificateThe certificate that must be submitted by an applicant that is a Custodian together with that
applicant's Application Form (available on request from the Registrar).
Despatch DateOn or around 9 December 2020, unless extended.
Downstream CustodianHas the meaning given to that term in clause 4.4 of the Terms and Conditions.
Eligible ShareholderA person who, at 7.00pm NZDT / 5.00pm AEDT on the Record Date, was recorded in Synlait's
share register as being a registered holder of Existing Shares and having an address in New
Zealand or Australia, unless that person holds Shares on behalf of another person who resides
outside New Zealand or Australia. For the avoidance of doubt, a person is not eligible to
participate in the Offer if that person is in the United States or is acting for the account or benefit
of a person in the United States. If a person is acting for the account or benefit of a person in the
United States, it is not permitted to apply for or acquire Offer Shares for, or for the account or
benefit of, that person.
Exchange RateThe NZ$:A$ exchange rate published by the New Zealand Reserve Bank on its website at 7.00pm
NZDT / 5.00pm AEDT on the Closing Date.
Existing ShareA Share on issue on the Record Date.
Initial PlacementThe placement of new Shares to eligible institutional investors in New Zealand, Australia
and selected overseas jurisdictions to raise approximately $167.2 million, to be issued on
18 November 2020.
Issue PriceThe lower of:
(a) NZ$5.10 per Offer Share (being the price paid by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Shares traded on the
NZX Main Board over the five business day period prior to and including the Closing Date,
rounded down to the nearest cent.
PART 5: GLOSSARY

18
Listing RulesThe NZX Listing Rules.
NZXNZX Limited.
NZX Main BoardThe main board equity security market operated by NZX.
NZX WaiversThe Class Waiver and the Synlait Waiver.
NZ$New Zealand dollars, being the lawful currency of New Zealand.
Offer The offer detailed in the Terms and Conditions set out in this Offer Document.
Offer DocumentThis offer document.
Offer SharesThe Shares offered under the Offer.
Opening Date13 November 2020.
Participating BeneficiaryHas the meaning given to that term in clause 4.4 of the Terms and Conditions.
PlacementThe placement of Shares in Synlait announced on 10 November 2020 at a price of NZ$5.10
per Share, to raise approximately $180 million comprising, the Initial Placement and the Bright
Placement.
Record Date9 November 2020.
RegistrarComputershare Investor Services Limited.
Settlement Date1 December 2020, being the Allotment Date.
SharesOrdinary shares of Synlait.
SynlaitSynlait Milk Limited.
Synlait WaiverThe waiver issued by NZX Regulation in favour of Synlait dated 10 November 2020.
Terms and ConditionsThe terms and conditions of this Offer as set out in Part 4 of this Offer Document.
U.S. PersonHas the meaning given to it in Regulation S of the U.S. Securities Act.

19
ISSUER
Synlait Milk Limited
1028 Heslerton Road,
RD13
Rakaia 7783
DIRECTORS OF SYNLAIT MILK LIMITED
Graeme Milne Independent Chair
Bill Roest Independent Director
Sam Knowles Independent Director
Dr. John Penno Director
Min Ben Director
Qikai (Albert) Lu Director
Hon. Ruth Richardson Director
Sihang Yang Director
NEW ZEALAND LEGAL ADVISER
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Level 21
ANZ Centre
171 Featherston Street
Wellington 6011
LEAD MANAGERS AND UNDERWRITER
Jarden Securities Limited (as Lead Manager)
Jarden Partners Limited (as Underwriter)
Level 32, PwC Tower
15 Customs Street West
Commercial Bay
Auckland 1010
If you have any queries about how to apply, please
contact the Registrar at:
REGISTRAR
NEW ZEALAND
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
New Zealand
Phone: 0800 650 034
Email: synlait@computershare.co.nz
AUSTRALIA
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street
Abbotsford VIC 3067
GPO Box 2975
Melbourne VIC 3000
Australia
Phone: +61 03 9415 5000
Email: synlait@computershare.co.nz
PART 6: DIRECTORY