Capital Change Notice

Capital Change Notice

Updated as at 17 October 2019

Notice of issue of performance rights

This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of performance rights
under ATM’s Long Term Incentive Plan (LTI Plan).

Section 1: Issuer information
Name of issuer The a2 Milk Company Limited
NZX ticker code ATM
Class of financial product Performance Rights
ISIN (If unknown, check on NZX website) Not applicable – the rights will not be quoted
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 4,355,314 Performance Rights
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Performance Rights issued under the LTI Plan
for nil consideration
Nature of the payment (for example, cash or
other consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

914.35% of the total number of Performance
Rights on issue at the date of this notice.
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
(for example the Conversion price and
Conversion date and the ranking of the
Financial Product in relation to other Classes
of Financial Product) or the Option (for
example, the exercise price and exercise date)
Performance Rights
Two tranches of performance rights have been
issued pursuant to the terms and conditions of
ATM’s LTI Plan. Each Performance Right
represents upon vesting and automatic
exercise an entitlement to acquire an Ordinary
Share in ATM subject to certain performance
hurdles being satisfied and the holder of the
Performance Right remaining employed by
ATM on the relevant vesting date.
The first tranche of 1,955,113 Performance
Rights (FY2021 Performance Rights) have a
nil exercise price and are due to vest on a date
to be determined by the Board following the
release of ATM’s full year audited results for
FY2023.
The second tranche of 2,400,201 Performance
Rights (FY2022 Performance Rights) have a
nil exercise price and are due to vest on a date
to be determined by the Board following the

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

release of ATM’s full year audited results for
FY2024.
Refer to the Annexure for further details,
including performance hurdles.
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Board resolutions approving the grant of
Performance Rights as part of the ongoing
long term incentive arrangements under the
LTI Plan.
Total number of Financial Products of the
Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the Class held
as Treasury Stock after the
issue/acquisition/redemption.
4,831,641 Performance Rights. There is no
Treasury Stock.
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board Resolutions and Listing Rule 4.6.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Any Ordinary Shares issued on vesting and
exercise of Performance Rights will rank
equally with existing Ordinary Shares.
Date of issue/acquisition/redemption
2
22 October 2021
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Jaron McVicar, Chief Legal and Sustainability
Officer & Company Secretary
Contact person for this announcement Jaron McVicar
Contact phone number +61 2 9697 7000
Contact email address Jaron.McVicar@a2milk.com
Date of release through MAP 22 October 2021


2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

NZX Code: ATM
ASX Code: A2M

The a2 Milk Company Limited
www.thea2milkcompany.com | ARBN 158 331 986 – Incorporated in New Zealand
Annexure to ASX Appendix 3G and NZX Capital Change Notice
each released on 22 October 2021
The performance rights the subject of this ASX Appendix 3G / NZX Capital Change Notice have been
issued in two tranches:
• 1,955,113 performance rights to be assessed against a two-year performance period (1 July
2021 to 30 June 2023) (FY2021 Rights); and
• 2,400,201 performance rights to be assessed against a three-year performance period
(1 July 2021 to 30 June 2024) (FY2022 Rights),
against the following performance hurdles:
Performance Hurdle FY2021 Rights FY2022 Rights
Minimum EPS CAGR 20% 20%
Minimum Revenue CAGR (50% vesting) 7.5% 6%
Revenue CAGR for 85% vesting 10% 8%
Revenue CAGR for 100% vesting 12.5% 10%
Both the minimum EPS CAGR and the minimum Revenue CAGR must be achieved for any vesting of
performance rights. The minimum vesting proportion is 50%; thereafter, vesting is on a straight-line
basis between each band.
EPS CAGR refers to a compound annual growth in normalised diluted earnings per ordinary share
over the applicable performance period.
Revenue CAGR refers to a compound annual growth in normalised sales over the applicable
performance period.
EPS CAGR and Revenue CAGR are derived from the annual report of the Company in respect of the
relevant financial years and subject to adjustment to remove the impact of such items as the Board
may determine. Without limitation, adjustments may be made to exclude the impact of unusual or one-
off items, discontinued operations, and acquisitions and disposals.
ooo000ooo

---

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
1 / 7
Announcement Summary
Entity name
THE A2 MILK COMPANY LIMITED
Date of this announcement
Friday October 22, 2021
The +securities the subject of this notification are:
Total number of +securities to be issued/transferred
ASX +security
codeSecurity description
Total number of
+securities to be
issued/transferredIssue date
A2MADPERFORMANCE RIGHT4,355,31422/10/2021
Refer to next page for full details of the announcement
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
2 / 7
Part 1 - Entity and announcement details
1.1 Name of entity
THE A2 MILK COMPANY LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
1.2 Registered number type
ARBN
Registration number
158331965
1.3 ASX issuer code
A2M
1.4 The announcement is
1.5 Date of this announcement
22/10/2021
New announcement

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
3 / 7
Part 2 - Issue details
2.1 The +securities the subject of this notification are:
2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
which:
has an existing ASX security code ("existing class")
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
4 / 7
Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to
ASX in an Appendix 3B
ASX +security code and description
A2MAD : PERFORMANCE RIGHT
Date the +securities the subject of this notification were issued
22/10/2021
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Provide details of the KMP or +associates being issued +securities.
Name of KMPName of registered holderNumber of +securities
David BortolussiDMZSK Pty Ltd
969,483
Race StraussRace Strauss
471,079
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
or a summary of the terms
https://assets-au-01.kc-usercontent.com/bca3e5d5-83bd-02bf-1c27-acb036630e5b/74bea8bf-6134-4f14-83c8-250402956
. 6bf/a2-Milk-AR2021_WEB-spreads.pdf
Refer to the Annexure lodged on 22 October 2021 for further details specific to the performance rights issued at this time,
including performance hurdles.
The performance rights issued to David Bortolussi or his associate were issued on the basis that shares to be acquired in
satisfaction of the performance rights must be purchased on-market.
Any other information the entity wishes to provide about the +securities the subject of this notification
For participants who are members of the entity's Executive Leadership Team and any other participants identified from
time to time, the entity's minimum shareholding requirement will apply to any shares delivered on vesting and exercise of
the performance rights. Other than to meet any tax obligations, no shares can be sold until a sufficient number of shares
are held that satisfy the minimum shareholding requirement being shares equivalent to 100% of the relevant participant's
fixed annual remuneration comprising base salary and compulsory employer superannuation contributions (or equivalent)
before any tax or social security deductions.
Yes
Yes

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
5 / 7
Issue details
Number of +securities
1,955,113
Number of +securities
2,400,201

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
6 / 7
Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of
the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one
application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +Securities (Total number of each +class of +securities quoted)
ASX +security code and description
Total number of
+securities on issue
A2M : ORDINARY FULLY PAID743,612,426
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
A2MAF : MATCHING RIGHTS19,631
A2MAD : PERFORMANCE RIGHT4,831,641
A2MAE : TIME-BASED RIGHTS440,031

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted
Equity Securities
7 / 7
Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue
did not need any security holder approval under Listing Rule 7.1?
5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under
listing rule 7.1?
5.2b Are any of the +securities being issued without +security holder approval using the
entity's 15% placement capacity under listing rule 7.1?
5.2c Are any of the +securities being issued without +security holder approval using the
entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
N/A
No
No
No

NZX Code: ATM
ASX Code: A2M

The a2 Milk Company Limited
www.thea2milkcompany.com | ARBN 158 331 986 – Incorporated in New Zealand
Annexure to ASX Appendix 3G and NZX Capital Change Notice
each released on 22 October 2021
The performance rights the subject of this ASX Appendix 3G / NZX Capital Change Notice have been
issued in two tranches:
• 1,955,113 performance rights to be assessed against a two-year performance period (1 July
2021 to 30 June 2023) (FY2021 Rights); and
• 2,400,201 performance rights to be assessed against a three-year performance period
(1 July 2021 to 30 June 2024) (FY2022 Rights),
against the following performance hurdles:
Performance Hurdle FY2021 Rights FY2022 Rights
Minimum EPS CAGR 20% 20%
Minimum Revenue CAGR (50% vesting) 7.5% 6%
Revenue CAGR for 85% vesting 10% 8%
Revenue CAGR for 100% vesting 12.5% 10%
Both the minimum EPS CAGR and the minimum Revenue CAGR must be achieved for any vesting of
performance rights. The minimum vesting proportion is 50%; thereafter, vesting is on a straight-line
basis between each band.
EPS CAGR refers to a compound annual growth in normalised diluted earnings per ordinary share
over the applicable performance period.
Revenue CAGR refers to a compound annual growth in normalised sales over the applicable
performance period.
EPS CAGR and Revenue CAGR are derived from the annual report of the Company in respect of the
relevant financial years and subject to adjustment to remove the impact of such items as the Board
may determine. Without limitation, adjustments may be made to exclude the impact of unusual or one-
off items, discontinued operations, and acquisitions and disposals.
ooo000ooo