The a2 Milk Company Limited logo

Capital Change Notice

Capital Change28 October 2021ATMConsumer Staples

Capital Change Notice

Updated as at 17 October 2019


28 October 2021


Notice of issue of Ordinary Shares and Matching Rights


This notice is given under the NZX Listing Rule 3.13.1 and 3.15.2 and relates to the issue of fully

paid Ordinary Shares and Matching Rights under ATM's Share Match Plan and Share Gift Plan.


Section 1: Issuer information

Name of issuer The a2 Milk Company Limited

NZX ticker code ATM

Class of financial product (1) Ordinary Shares

(2) Matching Rights

ISIN (If unknown, check on NZX website) (1) NZATME0002S8

(2) NZATME0010S1

Currency NZD

Section 2: Capital change details

Number issued/acquired/redeemed (1) 44,102 Ordinary Shares

(2) 6,038 Matching Rights

Nominal value (if any) Not applicable

Issue/acquisition/redemption price per

security

(1) 29,778 Ordinary Shares issued to employees

for nil cash consideration under ATM’s Gift Plan

2021

(2) 8,286 Ordinary Shares issued for nil cash

consideration following the vesting and

automatic exercise of an equivalent number of

Matching Rights issued under ATM’s ALL a2

Plan 2019

(3) 6,038 Ordinary Shares issued as “acquired

shares” under ATM’s ALL a2 Plan 2020 for

NZ$7.4538 per Ordinary Share (calculated by

reference to the 5-day volume weighted

average price of the ATM's shares traded on

the ASX up to and including 26 October 2021

(A$7.1138) converted to NZD using the rate

published by the Reserve Bank of Australia for

26 October 2021 (AUD:NZD 1.0478)

(4) 6,038 Matching Rights issued under ATM’s ALL

a2 Plan 2020 for nil cash consideration in

respect of the Ordinary Shares referred to in

(3).

Nature of the payment (for example, cash

or other consideration)

Ordinary Shares issued under (3) above are issued

to employees for cash consideration in accordance

with the terms of ATM’s Share Match Plan.

Amount paid up (if not in full) Not applicable

Capital Change Notice

Updated as at 17 October 2019


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


(1) 0.005931% of the total number of Ordinary

Shares on issue at the date of this notice

(2) 30.75748% of the total number of Matching

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)

Matching Rights

ATM issued the Ordinary Shares referred to above

as “acquired shares” under the ALL a2 Plan 2020

governed by The a2 Milk Company Limited

Employee Share Plan Rules.

For each acquired share, a participant will receive

a “matching right”, i.e. a right to one additional

Ordinary Share (subject to customary

adjustments). Each matching right is conditional on

the participant continuing to hold the beneficial

interest in the acquired share up to 30 September

2022 and remaining an eligible employee

throughout the holding period of 1 October 2020 to

30 September 2022.

As soon as practicable after the end of the holding

period, and subject to satisfaction of the relevant

criteria, ATM must satisfy a vested matching right

by issuing an Ordinary Share to the participant,

causing an existing Ordinary Share to be

transferred to the participant or paying the cash

equivalent of the then prevailing market value of an

Ordinary Share (as determined by ATM). No cash

consideration is payable by the participant for the

Matching Right.

If a participant ceases to be employed by ATM or

any of its subsidiaries before the end of the holding

period, he or she may only retain the matching

right if he or she is a “good leaver” (i.e. cessation

of employment due to death, total and permanent

disability, redundancy, retirement or another

circumstance in which ATM determines that the

participant is a good leaver).

Reason for issue/acquisition/redemption

and specific authority for

issue/acquisition/redemption/ (the reason

for change must be identified here)

Board resolutions

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

(1) 743,656,528 Ordinary Shares

(2) 17,383 Matching Rights

No Treasury Stock held


1

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

Capital Change Notice

Updated as at 17 October 2019


held as Treasury Stock after the

issue/acquisition/redemption.

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 NZX Listing Rule 4.6.1

Terms or details of the issue, acquisition,

or redemption (for example: restrictions,

escrow arrangements)

All Ordinary Shares issued (including any issued

on vesting of the Matching Rights) rank equally

with the existing Ordinary Shares on issue of ATM

Date of issue/acquisition/redemption

2

28 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

28 October 2021


Listing Rule 3.15.2 – Matching Rights


The following details are provided for the purposes of NZX Listing Rule 3.15.2:


(a) Number of Financial Products

converted and the number and class of

Quoted Financial Products into which

they have been converted:

8,286 Matching Rights converted into 8,286

Ordinary Shares

(b) Interest or dividend conditions

attaching to the Financial Products into

which they have been converted:

None

(c) Number of Financial Products of the

same class remaining to be converted:

17,383 Matching Rights



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).

---

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

1 / 6

Announcement Summary

Entity name

THE A2 MILK COMPANY LIMITED

Date of this announcement

Thursday October 28, 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

A2MAFMATCHING RIGHTS6,03828/10/2021

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 / 6

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

28/10/2021

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 / 6

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 / 6

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

A2MAF : MATCHING RIGHTS

Date the +securities the subject of this notification were issued

28/10/2021

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?

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

Under the ALL a2 Plan 2020, an eligible employee may make annual or monthly contributions of up to AUD 2,000 (or

foreign currency equivalent) to fund the acquisition of fully paid ordinary shares. For each acquired share, a participant will

receive a ¿matching right¿, i.e. a right to one additional share (subject to customary adjustments). Each matching right is

conditional on the participant continuing to hold the beneficial interest in the acquired share up to 30 September 2022 and

remaining an eligible employee throughout the holding period of 1 October 2020 to 30 September 2022. As soon as

practicable after the end of the holding period, the entity must satisfy a vested matching right by issuing a share to the

participant, causing an existing share to be transferred to the participant or paying the cash equivalent of the then

prevailing market value of a share (as determined by the entity).

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

6,038

No

Yes

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
Notification of Issue, Conversion or Payment up of Unquoted

Equity Securities

5 / 6

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 RIGHTS25,669

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

6 / 6

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

---

Application for quotation of +securities
Application for quotation of +securities

1 / 10

Announcement Summary

Entity name

THE A2 MILK COMPANY LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday October 28, 2021

The +securities to be quoted are:

Total number of +securities to be quoted

ASX +security

codeSecurity description

Number of +securities to

be quotedIssue date

A2MORDINARY FULLY PAID44,10228/10/2021

Refer to next page for full details of the announcement

+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be

quoted notwithstanding there is a restriction on transfer

Application for quotation of +securities
Application for quotation of +securities

2 / 10

Part 1 - Entity and announcement details

1.1 Name of entity

THE A2 MILK COMPANY LIMITED

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix

2A of the ASX Listing Rules.

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

28/10/2021

New announcement

Application for quotation of +securities
Application for quotation of +securities

3 / 10

Part 2 - Type of Issue

2.1 The +securities to be quoted are:

2.2 The +securities to be quoted are:

Additional +securities in a class that is already quoted on ASX ("existing class")

+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be

quoted notwithstanding there is a restriction on transfer

Application for quotation of +securities
Application for quotation of +securities

4 / 10

Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an

Appendix 3B

Additional +securities to be quoted in an existing class issued under an +employee incentive scheme

FROM (Existing Class)

ASX +security code and description

A2MAF : MATCHING RIGHTS

TO (Existing Class)

ASX +security code and description

A2M : ORDINARY FULLY PAID

Please state the number of +securities issued under the +employee incentive scheme that are not subject to a

restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

8,286

Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee

incentive scheme or a summary of the terms

Under the ALL a2 Plan 2019, an eligible employee may make annual or monthly contributions of up to AUD 2,000 (or

foreign currency equivalent) to fund the acquisition of fully paid ordinary shares. For each acquired share, a participant will

receive a matching right, i.e. a right to one additional share (subject to customary adjustments). Each matching right is

conditional on the participant continuing to hold the beneficial interest in the acquired share up to 30 September 2021 and

remaining an eligible employee throughout the holding period of 1 October 2019 to 30 September 2021. As soon as

practicable after the end of the holding period, the entity must satisfy a vested matching right by issuing a share to the

participant, causing an existing share to be transferred to the participant or paying the cash equivalent of the then

prevailing market value of a share (as determined by the entity).

Are any of these +securities being issued to +key management personnel (KMP) or an +associate

Issue date

28/10/2021

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued

+securities in that class?

Yes

No

Application for quotation of +securities
Application for quotation of +securities

5 / 10

Issue details

Number of +securities to be quoted

8,286

Are the +securities being issued for a cash consideration?

Please describe the consideration being provided for the +securities

employee incentive

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the

+securities to be quoted

6.846500

Any other information the entity wishes to provide about the +securities to be quoted

Additional +securities to be quoted in an existing class issued under an +employee incentive scheme

FROM (Existing Class)

ASX +security code and description

No security currently exists

FROM (Existing Class)

+Security description

Securities issued under the entity's 2021 Gift Plan

TO (Existing Class)

ASX +security code and description

A2M : ORDINARY FULLY PAID

Please state the number of +securities issued under the +employee incentive scheme that are not subject to a

restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

29,778

No

Application for quotation of +securities
Application for quotation of +securities

6 / 10

Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee

incentive scheme or a summary of the terms

The entity issued 29,778 ordinary shares under the 2021 Gift Plan governed by The a2 Milk Company Limited Employee

Share Plan Rules, pursuant to which eligible employees received a gift issue of ordinary shares worth approximately

A$1000.

Are any of these +securities being issued to +key management personnel (KMP) or an +associate

Issue date

28/10/2021

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued

+securities in that class?

Issue details

Number of +securities to be quoted

29,778

Are the +securities being issued for a cash consideration?

Please describe the consideration being provided for the +securities

employee incentive

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the

+securities to be quoted

6.879400

Any other information the entity wishes to provide about the +securities to be quoted

Additional +securities to be quoted in an existing class issued under an +employee incentive scheme

FROM (Existing Class)

ASX +security code and description

No security currently exists

No

Yes

No

Application for quotation of +securities
Application for quotation of +securities

7 / 10

FROM (Existing Class)

+Security description

Securities issued under the entity's 2020 ALL a2 Plan

TO (Existing Class)

ASX +security code and description

A2M : ORDINARY FULLY PAID

Please state the number of +securities issued under the +employee incentive scheme that are not subject to a

restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

6,038

Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee

incentive scheme or a summary of the terms

Under the ALL a2 Plan 2020, an eligible employee may make annual or monthly contributions of up to AUD 2,000 (or

foreign currency equivalent) to fund the acquisition of fully paid ordinary shares. For each acquired share, a participant will

receive a matching right, i.e. a right to one additional share (subject to customary adjustments). Each matching right is

conditional on the participant continuing to hold the beneficial interest in the acquired share up to 30 September 2022 and

remaining an eligible employee throughout the holding period of 1 October 2020 to 30 September 2022. As soon as

practicable after the end of the holding period, the entity must satisfy a vested matching right by issuing a share to the

participant, causing an existing share to be transferred to the participant or paying the cash equivalent of the then

prevailing market value of a share (as determined by the entity).

Are any of these +securities being issued to +key management personnel (KMP) or an +associate

Issue date

28/10/2021

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued

+securities in that class?

Yes

No

Application for quotation of +securities
Application for quotation of +securities

8 / 10

Issue details

Number of +securities to be quoted

6,038

Are the +securities being issued for a cash consideration?

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security?

AUD 7.11380000

Any other information the entity wishes to provide about the +securities to be quoted

YesYes

Application for quotation of +securities
Application for quotation of +securities

9 / 10

Part 4 - Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital 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 on ASX following the +quotation of the

+securities subject of this application)

ASX +security code and description

Total number of

+securities on issue

A2M : ORDINARY FULLY PAID743,656,528

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 RIGHTS11,345

A2MAD : PERFORMANCE RIGHT4,831,641

A2MAE : TIME-BASED RIGHTS440,031

Application for quotation of +securities
Application for quotation of +securities

10 / 10

Part 5 - Other Listing Rule requirements

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the

issue does 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

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.