The a2 Milk Company Limited logo

FY22 Results and Annual Report

Annual Report28 August 2022ATMConsumer Staples

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)



Results for announcement to the market

Name of issuer The a2 Milk Company Limited

Reporting Period 12 months to 30 June 2022

Previous Reporting Period 12 months to 30 June 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$ 1,446,229 19.8%

Total Revenue $ 1,446,229 19.8%

Net profit/(loss) from

continuing operations

$ 122,624 52.0%

Total net profit/(loss) $ 122,624 52.0%

Interim/Final Dividend

Amount per Quoted Equity

Security

The Company does not propose to pay a dividend for the year

ended 30 June 2022

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date No applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$ 1.42 $1.37

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For further information refer to the attached:

Annual Report for the year ended 30 June 2022

Full Year Results Commentary

Full Year Results Presentation


Authority for this announcement

Name of person


authorised

to make this announcement

Jaron McVicar

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 29 August 2022


Audited financial statements accompany this announcement.

---

NZX Code: ATM
ASX Code: A2M



29 August 2022

NZX/ASX Market Release



FY22 Results

The a2 Milk Company delivers double digit growth and announces share buyback


The a2 Milk Company (“the Company”, “a2MC”) today announces that the Company has made significant progress in

implementing its refreshed growth strategy and improving performance during FY22

1

. More specifically, the:

1. Inventory management actions taken last calendar year to address excess infant milk formula (IMF) inventory have

proven effective with channel inventory at target levels, product freshness amongst the best in the industry and

improved market pricing

2. Refreshed growth strategy communicated to the market in October 2021 which focused on capturing the full potential

of the China market opportunity is having an impact achieving new highs in brand health metrics and record market

shares

3. Full year result for FY22 is in line with the Company’s expectations as outlined on 21 February 2022, delivering double

digit revenue and earnings growth despite challenging market conditions driven by the refreshed growth strategy and

improved execution

4. Outlook for the business in FY23 is positive with continued revenue and earnings growth expected, and the Company

is on track to deliver on its medium-term financial and non-financial ambitions communicated to the market at its

Investor Day in October 2021

As a result of the above, and considering its strong balance sheet position, the Company intends to execute an on-market

share buyback of up to $150 million. An on-market share buyback is considered to be the most appropriate form of capital

management at this time.

The Board and Executive Leadership Team would like to express their appreciation to the Company’s supportive shareholders,

talented team, valued farmers, loyal customers/distributors, committed suppliers and strategic partners in China, for their

collective support during a challenging period overcoming COVID-19 related disruption and market headwinds.

Financial highlights

2


• Revenue growth of 19.8% to $1,446.2 million (11.2% ex-MVM

3

) with 2H22 up 18.9% on 1H22 (15.7% ex-MVM)

- China label and English label IMF sales up 12.2% and 11.6% respectively

- ANZ and USA liquid milk sales up 1.8% and 30.2% respectively

• Earnings before interest, tax, depreciation and amortisation (EBITDA

4

) up 59.0% to $196.2 million. EBITDA to sales

margin increased to 13.6% (16.1% ex-MVM) compared to 10.2% in FY21

• Net profit after tax (NPAT) including amounts attributable to non-controlling interests up 42.3% to $114.7 million with

$122.6 million attributable to owners of the Company

5


• Earnings per share up 51.8% to 16.5 cents in FY22 compared to 10.9 cents in FY21

• Strong balance sheet with closing net cash

6

of $816.5 million with operational cash conversion

7

of 114% during the year

• Positive outlook for FY23 with high single digit revenue growth and EBITDA margin improvement expected (see Outlook

below for further detail, including key industry and business risks)



1

All references to full year (FY), halves (H) and quarters (Q) relate to the Company’s financial year, ending 30 June.

2

All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

3

Excluding the impact of consolidating Mataura Valley Milk (MVM) into the Group result, which was acquired in July 2021.

4

EBITDA is a non-GAAP measure and does not have a standardised meaning prescribed by GAAP. However, the Company believes that in combination with

GAAP measures, it assists in providing investors with a comprehensive understanding of the underlying operational performance of the business. A

reconciliation of EBITDA to net profit after tax is shown in the Company’s FY22 Investor Presentation (slide 55) and Other Information in the Annual Report

(page 126) dated 28 August 2022.

5

The non-controlling interest represents China Animal Husbandry Group’s 25% interest in MVM.

6

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

7

Operational cash conversion defined as net cash flow from operating activities before interest and tax divided by EBITDA.



2

Operational highlights

• Brand health metrics reached new highs across the business with total a2MC IMF spontaneous brand awareness in

China increasing significantly from 16% to 21% following a 36.3% increase in marketing investment

• Record market shares achieved in China label IMF in mother and baby stores (MBS) and domestic online (DOL), with

English label IMF market share in cross border e-commerce (CBEC) increasing in 2H22 and offline-to-online (O2O) over

the full year. Record market shares also achieved in Australia and USA milk

• Deliberate shift in distribution of English label IMF to more transparent, performance-based and exclusive partners

progressing well with significantly improved share of voice in the Daigou channel

• Increased focus on innovation resulted in the highest number of new product launches in the Company’s history: a2

Milk® Half & Half, HERSHEY’S a2 Milk®, a2 Milk® UHT, a2 Milk® Cream on Top, a2 Milk® Lactose Free and refreshed a2

Platinum® English label IMF

• Completion of Mataura Valley Milk (MVM) acquisition with China Animal Husbandry Group with successful integration

and commencement of a2 Milk® powder manufacturing underway

• Significant increase in sustainability targets, initiatives and impact in many areas of the business, including committing

to New Zealand’s first high pressure electrode boiler supplied by 100% renewable energy at the MVM site

CEO commentary

The a2 Milk Company’s Managing Director and CEO, David Bortolussi said:

• “It was a successful year for The a2 Milk Company returning to double digit growth in revenue and earnings despite

significant headwinds.

• “We are pleased with the progress that has been made in stabilising the business, refreshing our strategy and improving

our execution.

• “Our significant increase in marketing investment has driven further gains in brand health metrics and record market

shares delivering strong growth in our China infant milk formula business.

• “We are pleased with the transition of our English label product distribution to more transparent, performance-based

and exclusive partners. We remain committed to the Daigou channel and have increased our direct engagement and

marketing support with more Daigou supporting the brand.

• “We have maintained our brand leadership position in liquid milk in Australia with increased loyalty and household

penetration, and our USA milk business grew strongly during the year driven by innovation.

• “Our on-market buyback of up to $150 million demonstrates effective capital management and the improved

confidence we have in our strategy, execution and outlook.”

Group financial performance

8,9


The Company’s revenue for FY22 was up 19.8% driven by strong growth in the China & Other Asia and USA segments, along

with incremental sales from the first-time inclusion of MVM. This was partially offset by lower IMF sales in ANZ due to

deliberate changes to the Company’s English label IMF route-to-market structure, resulting in a shift in sales towards the China

& Other Asia segment. 2H22 revenue growth also reflects actions taken by the Company in 2H21 and 1H22 to address excess

IMF channel inventory, execution of the Company’s growth strategy, strong China label IMF consumer demand in part due to

COVID-19 related lockdowns, as well as pricing and favourable foreign exchange.

Gross margin percentage

10

of 46.0% was up 3.7ppts and reflects the cycling of prior year stock write-downs, price increases,

reduced trade spend and favourable foreign exchange; partially offset by higher raw material and logistics costs which were

impacted by COVID-19 and the inclusion of MVM. Gross margin percentage excluding MVM was 50.9% compared to 42.3% in

FY21 which was significantly impacted by stock write-downs.

EBITDA increased by 59.0% to $196.2 million primarily reflecting higher revenue and gross margin. EBITDA growth came

notwithstanding a 36.3% increase in marketing spend and the anticipated uplift in Administrative and Other Expenses, which

have increased by 15.6% due to capability investment, increase in employee incentive costs (low base last year), and higher

professional services fees and insurance costs. COVID-19 adversely impacted in-market freight rates and distribution costs,

particularly in the USA business. Together, these factors resulted in an EBITDA margin of 13.6% (16.1% ex-MVM).

Net profit after tax, including amounts attributable to the non-controlling interest was $114.7 million, an increase of 42.3%.

Depreciation and amortisation was $18.9 million, net interest income was similar to prior period and the effective tax rate of

the Group was 36.7%. NPAT attributable to owners of the Company was $122.6 million.



8

All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

9

All comparisons are with the 12 months ended 30 June 2021 (FY21), unless otherwise stated.

10

Gross margin percentage is calculated as sales less cost of goods sold, divided by sales.



3

The balance sheet remains in a strong position with closing cash and term deposits of $887.3 million. The higher cash balance

reflects the cash generated during the year offset by $213.7 million of capital invested in the acquisition of MVM (net of cash

acquired). As a result of the ownership structure of MVM, the Group is now consolidating MVM’s financial debt which was

$70.8 million at period end (excluding $36.2 million of subordinated non-current shareholder loans), and therefore, the

Company had net cash

11

of $816.5 million. Inventory at the end of the period was $140.0 million, higher than at the end of

FY21, mainly due to the inclusion of MVM. The Company’s IMF inventory levels were lower than planned at year-end due to

COVID-19 impacts on its China label supply chain.

Operating cash flow was $203.8 million. Excluding interest and tax, this represented operational cash conversion of 114%

12


which was relatively high during the period. This was mainly due to an increase in trade and other payables related to the

timing of 4Q22 brand investment and inventory orders, combined with delayed invoicing and payments processing in China

due to COVID-19 related lockdown impacts.

China IMF market update

13


The number of births in China decreased by 11.5% in 2021 to 10.6 million

14

and is expected to decline in 2022. This decline has

been partially offset by an increase in household penetration and consumption within the IMF market.

In volume terms, the overall IMF market in China decreased by 4.3%in FY22, as several years of declining newborns had a

cumulative impact on Stages 2 and 3, partially offset by increasing household penetration particularly in relation to growth in

Stage 4. Market value also decreased by 3.1% in FY22 as growth in average market prices was not enough to offset volume

declines. Market price growth of 1.3%, driven both by premiumisation (consumers trading-up and new product innovation)

and channel mix shift to higher-priced China label channels, was less than in previous years and was also impacted by

increasing promotion frequency, albeit at reduced discount levels.

The market shift towards China label product continued compared to English label product, although the extent of the shift this

year was less pronounced than last year. In FY22, China label product accounted for 85% of the market (compared to 84% in

FY21) and English label product accounted for 15% (compared to 16% in FY21). The shift towards China label in the previous

year was more significant (7% pts) due to significant COVID-19 related disruption and associated demand and supply volatility.

Growth rates varied significantly between Key&A and BCD cities, with Key&A value sales decreasing by 7.1% whilst in BCD cities

market value was broadly flat in line with the divergence of birth rates across city tiers.

Within China label channels, several market dynamics are supporting a2MC’s growth, including a continued mix shift to the

ultra-premium segment (where the Company’s China label product competes), more rapid growth of the A2 protein segment,

increasing brand concentration towards market leading brands (with a2 至初®


remaining one of the few international brands

continuing to grow market share) and the continued shift to online channels, where international brands have historically

outperformed local brands.

English label channels are showing signs of stabilisation, with the rate of decline in overall English label value sales (down 9%)

reducing significantly compared to FY21 (down 33%) and sales growing by 1.6% in BCD cities in 2H22. Within English label

channels, there is a mix shift from Daigou to CBEC and O2O channels.

Despite challenging market dynamics, a2MC’s growth in FY22 in China label and English label IMF was encouraging, and the

Company has a significant opportunity to grow market value share from its current levels of 4-5%.

a2MC regional performance

1. China & Other Asia

China & Other Asia revenue of $726.5 million was up 24.5%, with EBITDA of $145.1 million up 92.0%. Growth was driven by

2H22 performance as the Company ramped-up execution of its growth strategy supported by strong China label IMF consumer

demand in part due to COVID-19 related lockdowns, as well as favourable foreign exchange. The increase in EBITDA margin

from 13.0% to 20.0% reflected higher gross margin during the period mainly due to cycling the impact of stock write downs last

year and the operational leverage benefit of higher sales partially offset by higher marketing investment.

There were further gains in brand health metrics following the significant increase in marketing investment in 2H22. Based on

the Company’s most recent tracking (Jul-22 compared to Jan-22), spontaneous awareness for total a2MC IMF (ie China label

and English label) increased from 16% to 21%, the rate of consumers who have ever trialled the Company’s IMF products

increased from 19% to 20% and the percentage of consumers who claim to use the Company’s IMF most often increased from

12% to 13%. Within this, China label prompted brand awareness improved from 45% to 50% and English label prompted brand

awareness improved from 27% to 29%.


11

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

12

Operational cash conversion defined as net cash flow from operating activities before interest and tax divided by EBITDA.

13

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities); unless otherwise stated.

14

Source: China National Bureau of Statistics.



4

The 2H22 campaign continued to build on the execution themes from the 1H22 campaign with more balanced functional and

emotional brand messaging, more precise targeting of consumers, greater use of health care professional marketing, increased

social seeding and stronger integration across all channels and of both labels.

China label IMF

Sales for a2 至初® China label IMF of $437.6 million were achieved, representing an increase of 12.2%. As referred to in the

Company’s announcement on 21 February 2022, the Company restricted sales to distributors in 1H22 (particularly in 4Q21 and

1Q22) to rebalance channel inventory levels and improve channel dynamics. As a result of this, sales in 1H22 were down, but

were up significantly during 2H22. Consumer demand for a2 至初® over the year was strong and the Company increased

share in store and online, and across all stages.

a2MC increased offline numeric and weighted distribution as well as same store sales, resulting in Key&A and BCD cities share

increases during the year. Offline distribution increased to 26.5k stores at the end of June 2022 from 22.8k at the end of June

2021

15

. The Company has expanded its focus from building share in national key accounts to also pursuing regional key accounts,

as well as targeting greater penetration in BCD cities and developing new strategies for accelerated growth in certain high-

potential provinces. As measured by Nielsen

16

, retail sales for the MBS channel by value were down 2% in FY22

17

. a2MC’s market

value share in MBS increased to 3.0% at the end of June 2022 versus 2.2% at the end of June 2021, and a2 至初® was one of

the few international brands that gained share in the period.

Accelerating the Company’s online growth is a strategic priority for China label IMF and performance in DOL is a key measure

of success. As measured by Smart Path, retail sales for DOL by value were up 4% for FY22

18

. a2MC’s market value share in DOL

increased to 2.5% at the end of June 2022 versus 2.0% at the end of June 2021.

English label IMF (CBEC)

a2 Platinum® English and other label IMF sales of $255.8 million were up 53.3%. The result reflected improved channel

economics and demand during the period, price increases, favourable foreign exchange and reduced discounting during the

“6/18” and “11/11” online sales periods in China.

Strong revenue growth in CBEC also reflects execution of the Company’s strategy to simplify and delayer its distribution

network to move closer to its consumers, which has reduced the extent of indirect unauthorised cross-channel sales from ANZ

resellers to CBEC participants. This has resulted in a greater proportion of those sales now being supplied by authorised CBEC

distribution partners, increasing reported revenue to CBEC (refer ANZ section below).

a2MC continued to prioritise overall channel economics through tightly controlled inventory levels and promotional activity in

CBEC. As a result, and as expected, English label sales during key promotional events in 1H22 were slightly down on last year

but recovered in 2H22 with improved market pricing across CBEC platforms and reseller channels, enhancing overall channel

economics. Notwithstanding these actions, the Company’s platform rankings were maintained or improved during the period.

Similar to DOL, the Company is focused on CBEC online growth and building digital marketing and e-commerce capability to

improve its execution which is having an impact, particularly on new user recruitment and late-stage retention. As measured

by Smart Path, retail sales by value for the CBEC channel were down 2% for the period

19

. a2MC’s market value share in CBEC

was 19.5% at the end of June 2022 versus 21.1% at June 2021, with market share improving in 2H22.

Liquid milk and other nutritional products

Sales of liquid milk in China & Other Asia were up 34.4% to $11.1 million and revenue from other nutritional products was also

up 19.7% to $22.1 million. This reflected progress in executing against adjacent category growth opportunities, including the

launch of UHT in China. These results were achieved notwithstanding significant supply chain disruption in liquid milk during

the period due to COVID-19 impacts on manufacturing and logistics.

2. Australia and New Zealand (ANZ)

ANZ segment revenue of $532.7 million was down 4.8%, with EBITDA of $173.2 million up 16.4%. Lower revenue was a direct

consequence of the Company restructuring its English label IMF route-to-market and reflected a mix shift in English label IMF

sales from an existing reseller to CBEC distribution partners. The shift in the English label route-to-market is a constructive

change and an evolution for the Company in the long term to progress its ambition to have the number one English label

product range in China. Higher EBITDA was driven mainly by cycling prior year inventory write-downs, pricing and favourable

foreign exchange, partially offset by higher cost of goods sold.



15

a2MC internal data tracking of stores with active sales in the past 12 months.

16

Note that during the period, Nielsen expanded its sample store coverage to enhance channel representativeness, and historical data has been restated to

reflect this enhancement.

17

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). 12-month rolling share. FY22 versus FY21.

18

Smart Path China IMF online market tracking: domestic online platform sales (by value). 12-month rolling share. FY22 versus FY21.

19

Smart Path China IMF online market tracking: for CBEC only retail sales (by value). 12-month rolling share. FY22 versus FY21.



5

IMF resellers and retail

IMF sales in ANZ decreased 7.9% to $328.8 million. In addition to the channel mix shift from ANZ resellers to CBEC, customer

mix within ANZ resellers also shifted significantly during the period with some resellers securing additional volume. This

managed shift followed an in-depth review of the Company’s reseller route-to-market which has resulted in improved visibility

and control of channels to market. The lower reseller sales due to the channel mix shift were partially offset by pricing

adjustments to address pricing relativities and less promotional activity on CBEC in the interests of maintaining a healthy

ecosystem.

Following this route-to-market review and consistent with the Company’s growth strategy, management has focused on

developing more transparent, performance-based, exclusive and channel compliant distribution partnerships during the

period. As a result, significant volume transitioned from the Company’s previous largest reseller to CBEC distributors (ANZ

volumes ultimately on-sold to CBEC platforms were re-routed through authorised CBEC distributors) and to other existing ANZ

reseller partners during the period. Supply continues to be allocated carefully to all reseller partners to ensure appropriate

stock levels are maintained in the channel.

Although market share reduced in the Daigou channel during the period, the rate of decline improved in 2H22 following the

change in distribution partners. Kantar data

20

indicates consumer sales in the Daigou channel were down 17% for FY22

21

and

that a2MC’s Daigou market share declined to 18.7% at the end of June 2022 versus 22.2% at the end of June 2021. However,

a2MC’s Daigou market share decreased by approximately 2% pts in 2H21 and 1H22 but declined by less than 1% in 2H22

following the change.

The ANZ reseller channel is an important channel, particularly in relation to new user recruitment. In addition to changing

distribution partners, the Company stepped up its support for the channel through more direct engagement with resellers and

Daigou, production of more digital marketing content and conducting Daigou sales events resulting in increased share of voice

in the channel which is an important leading indicator of share growth. To enable this increased level of activity, the Company

invested in developing its reseller and Daigou trade marketing capability during the period.

An initiative to increase distribution in the O2O channel commenced during the period with growth experienced during FY22. A

key strategic focus was working with partners to increase store numbers through the O2O channel and drive new user

recruitment. Kantar data indicates consumer sales in the O2O market grew 26%

22

for FY22 and that a2MC’s O2O market share

increased to 18.6% by the end of June 2022 versus 17.5% at the end of June 2021.

As part of the Company’s strategic priority to drive growth through innovation, the Company refreshed its English label IMF

product range and packaging in 1Q23 which has gained additional distribution in retail.

Liquid milk

Australian liquid milk sales increased marginally by 1.8% to $172.0 million, reflecting volume growth and price increases

implemented during the year in response to higher raw milk prices and other input and logistics costs, as well as favourable

foreign exchange. This was partially offset by easing COVID-19 restrictions in 2H22 which negatively impacted in-home

consumption levels.

The Company maintained its brand leadership during the year with increased loyalty and household penetration. Brand health

metrics improved with awareness and trial increasing. a2MC achieved a value share of 12.4% at the end of June 2022

23

versus

12.2% at the end of June 2021 declining marginally in 2H22 as lockdowns eased. Market share gains were achieved in all states

except Western Australia, with new record value shares in New South Wales and Victoria. Pleasingly, three a2 Milk® products

achieved rankings in the top ten products in the dairy category in Grocery.

a2 Milk® UHT was launched during 3Q22 and is now available in major supermarket chains across Australia. This addition to

the Australian liquid milk portfolio provides loyal consumers with a shelf-stable pantry backup or camping supply of their

favourite a2 Milk®. a2 Milk® Cream on Top was also launched during 2H22 and is now available in 350 stores across Australia.

Post year-end, the Company launched a new a2 Milk® Lactose Free range for consumers that are lactose intolerant enabling all

consumers to enjoy the benefits of a2 Milk® (noting that individuals can be A1 protein and/or lactose intolerant). Lactose free

milk is a significant category in Australia with retail sales value greater than $130 million. The Company has secured

arrangements for distribution of the range with major supermarket retailers in Australia, supported by a targeted marketing

campaign. The a2 Milk® UHT, a2 Milk® Cream on Top and recent a2 Milk® Lactose Free launches are consistent with the

Company’s strategy of ramping up innovation to drive growth.

Other nutritional products

Revenue in other nutritional products was also impacted by the channel mix shift to CBEC, and was slightly below prior year,

declining 5.2% to $31.9 million.


20

Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.

21

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities).

22

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities)

23

IRI Australian Grocery Weighted Scan 12-months ending 30 June 2022.



6

3. North America

USA revenue increased 30.0% to $82.7 million while EBITDA decreased 9.4% resulting in a loss of $36.7 million. The higher

revenue was driven by growth in core liquid milk, the introduction of new products, reduced trade spend and favourable

foreign exchange. Sales growth in core liquid milk was primarily driven by growth in the Grocery and Mass channels of trade

which grew 38% during the period, partially offset by reduced Club channel distribution.

Sales growth was mainly through increased same store sales with only modest increases in distribution from 26.8k stores at

the end of June 2021 to 27.4k stores at the end of June 2022

24

. Two new products were launched during 1H22 – HERSHEY’S a2

Milk® and a2 Milk® Half and Half – achieving higher than expected listings in trade. A combination of growth in the core and

innovation increased a2MC’s market value share in the premium milk category for the Grocery channel from 1.8% in June 2021

to 2.1% in June 2022

25

. Key marketing and public relations activities continued which resulted in improvements in brand

awareness and household penetration.

The increased EBITDA loss was mainly due to a significant increase in freight costs throughout the year, coupled with fuel

surcharges from higher diesel prices and higher raw milk costs in 2H22, partly offset by price increases and trade spend

reductions. Marketing and SG&A costs were relatively flat in combination. EBITDA losses were also higher due to foreign

exchange movements. Accelerating the path to profitability in the USA by FY25/FY26 remains a key strategic focus and the

Company expects to make meaningful progress on this during the year ahead.

4. Mataura Valley Milk

MVM revenue of $104.4 million

26

and an EBITDA loss of $18.8 million were recorded for the eleven months of a2MC’s

ownership during FY22. The EBITDA loss reflects the current production mix with MVM primarily selling lower value milk

powders on the commodity market. The result was slightly better than expected due to favourable foreign exchange and

Global Dairy Trade (GDT) pricing partly offset by higher raw milk costs during the period.

a2MC’s acquisition of a 75% interest in MVM is strategically important as it provides the opportunity to participate in

nutritional products manufacturing and the potential to pursue additional China label registrations and product innovation

opportunities in the future. It strengthens relationships with key strategic partners in China, achieves supplier and geographic

diversification, reduces risk across a2MC’s IMF and other nutritionals businesses, and over time will offer access to insourced

manufacturing margins.

Accelerating MVM’s path to profitability by FY26 or earlier is a key strategic focus. To improve profitability, the Company

commenced manufacturing a2 Milk® Full cream milk powder at MVM during 1H22, which was previously manufactured by

Synlait Milk Limited (Synlait). The Company is working on in-sourcing a2 Milk® Skim milk powder and certain existing English

label IMF product from Synlait, developing future product innovation at the facility and exploring additional third-party

customer opportunities. To complement this and facilitate future China label registration applications, MVM has commenced

planning for the installation of a laboratory and blending and canning capability at the site.

Growth strategy update

At a2MC’s Investor Day in October 2021, the Company announced its refreshed growth strategy which was adapted to the

rapidly changing IMF market dynamics in China. At the same time, the Company also outlined its medium-term indicative sales

and EBITDA margin ambition. In 2H22 the Company focused on implementing its strategic priorities and related initiatives,

including a material increase in brand investment. Significant early progress has been made against the Company’s five

strategic initiatives.

1. Invest in people and planet leadership

The Company refreshed its purpose “We pioneer the future of Dairy for good” and vision “An A1-free world where Dairy

nourishes all people and our planet” which highlights the positive impact the Company wants to have on the world, inspiring

its team and partners. New leadership and culture development programmes were launched, and team engagement, net

promoter and diversity and inclusion surveys were completed to benchmark progress. Investment was made in organisational

capability expansion, particularly in China with a focus on digital marketing and e-commerce targeting DOL, CBEC and O2O

growth opportunities. More ambitious sustainability targets were set, and related initiatives launched, including commitments

in GHG emissions reduction, farm environmental plans and animal welfare, and for the transition to more sustainable

packaging. Importantly, a2MC announced a significant investment to reduce GHG emissions through the MVM boiler

electrification, sourced from 100% renewable power, and to support Synlait’s biomass boiler conversion.



24

SPINS retail sales data as of 30 June 2022 and internal counts

25

SPINS data for the Grocery channel only for the 52 weeks ending 30 June 2022 and 30 June 2021.

26

Revenue excluding intercompany sales.



7

2. Capture full potential in China IMF

The Company’s most critical business development focus is to ensure it delivers its full potential in China IMF. The Company

completed its brand positioning review, significantly increased China marketing investment, invested in digital content

generation and executed integrated marketing campaigns with a more targeted mix to increase impact. In terms of offline

sales, the Company commenced China label in-market growth pilots with a mix of above-the-line and below-the-line brand and

sales activation initiatives, increased MBS distribution (particularly in lower tier cities) and increased same store sales.

Investment was also made in growing DOL and CBEC sales and developing the O2O model in key accounts. The English label

route-to-market review was completed and actioned, as well as investing in Daigou marketing support and engagement.

3. Ramp-up product innovation

Liquid milk and other nutritional products grew significantly in China & Other Asia demonstrating progress in executing against

adjacent growth opportunities outside of IMF. The Company supported Synlait to complete and submit a2MC’s China label IMF

new GB registration dossiers for an upgraded formulation. The Company launched UHT, Cream on Top, Lactose free, Half &

Half and HERSHEY’S a2 Milk® products in liquid milk during the year and refreshed English label IMF product post year-end.

4. Transform the supply chain

Following completion of the MVM acquisition, the Company commenced planning for laboratory and blending and canning

capability at MVM with third-party support and accelerated efforts to explore additional opportunities relating to China label

market access in New Zealand and China. The Company progressed capacity expansion initiatives at its Smeaton Grange and

Kyabram manufacturing facilities.

5. Accelerate path to profitability for USA and MVM

USA top-line growth was accelerated through new product launches, reduced trade spend and price increases, which also

improved gross margins. The Company accelerated plans to insource a2 Milk® branded product manufacturing from Synlait

and develop third-party business at MVM to improve capacity utilisation.

China label new GB registration update

a2MC and Synlait are working closely together in relation to the new GB registration process by China’s State Administration

for Market Regulation (SAMR) for a2MC’s China label IMF product, a2 至初®. China label product manufactured after 21

February 2023 needs to comply with the new GB standard.

While the Company’s new GB registration process is progressing, timing is uncertain and subject to SAMR approval. However,

it is noted that the Ministry for Primary Industries (MPI) has co-operation arrangements in place with SAMR which, amongst

other things, positions New Zealand well in relation to China registration processes.

a2MC’s current China label IMF product registration expires in late September 2022. a2MC and Synlait have applied for the

renewal of this existing registration which the Company anticipates receiving in September consistent with SAMR’s practice

with other brands in similar situations. Such renewal would in effect allow Synlait to manufacture a2MC’s current registered

product up until the end of the grace period on 21 February 2023 when transition to the new GB standard is required. The

current registered product manufactured up until this date is allowed to be sold in market after that date. This period through

to 21 February 2023 is sometimes referred to as an “extension” of the existing registration.

In all circumstances, a2MC fully respects SAMR’s governance and timing of this important registration process.

On-market share buyback

The Company announces that it intends to undertake a capital return of up to $150 million through an on-market share

buyback. The buyback is expected to commence towards the end of September and could run for up to 12 months.

a2MC regularly assesses its balance sheet position in order to deliver the optimum structure to enhance shareholder value in

line with the Company’s strategy and capital allocation framework. This framework prioritises investment in growth initiatives

and maintaining balance sheet flexibility ahead of capital returns to shareholders. Where there is capital which is surplus to

achieving these priorities a2MC makes a disciplined assessment of the potential to return funds to shareholders.

The Company’s balance sheet is in a strong position that provides the capacity to distribute up to $150 million to shareholders,

with the most appropriate method being an on-market share buyback. With a closing net cash balance

27

in FY22 of $816.5

million, there is sufficient capital reserve to fund investment opportunities, maintain an appropriate cash buffer as well as

return surplus capital to shareholders.

The buyback is subject to market conditions, a2MC’s prevailing share price and all other relevant considerations. a2MC

reserves the right to vary, suspend without notice, or terminate the on-market buyback at any time.

Further details in relation to the share buyback are provided in the separate Company announcement also released to the

market on 29 August 2022.


27

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.



8

Board and Management renewal

The Board is continuing its programme of renewal and is focused on increasing its levels of China market, IMF category and

manufacturing experience. In March 2022, Sandra Yu was appointed to the Board. Sandra is a highly regarded company

director and has extensive experience in the IMF market in China as a former head of Mead Johnson Nutrition’s Greater China

business. The Company also announced today the appointment of David Wang to the Board as a non-executive director.

David’s appointment adds further China market and manufacturing expertise which will be an invaluable asset with the recent

acquisition of MVM and the Company’s strategy to develop its supply chain capability in New Zealand and China.

Consistent with corporate governance best practice, the Company’s Deputy Chair, Julia Hoare, who joined the Board in

November 2013, has advised of her intention to step down as a Director after the Company has delivered its FY23 interim

results in February 2023. A process will shortly commence to identify a suitable replacement director that ensures the Board

maintains an appropriate balance of skills, knowledge and experience.

During the year, the Company announced a number of changes to its Executive Leadership Team. Yohan Senaratne was

appointed as Executive General Manager – International, Kevin Bush was appointed as Executive General Manager – ANZ,

Bernard May joined as Chief Executive – MVM, Amanda Hart was appointed as Chief People & Culture Officer, and Edith Bailey

was appointed as Chief Marketing Officer. Lastly, the Company announced the resignation of its Chief Financial Officer, Race

Strauss, and the appointment of David Muscat who will join the Company as its Chief Financial Officer in October 2022. Prior to

David joining a2MC, Mark Sherwin has assumed the position of Interim Chief Financial Officer.

Outlook

Business and category

China label IMF sales are expected to be up in FY23 with significant growth in sales in 1H23 versus 1H22. At this stage, 2H23

sales growth is expected to be impacted by transition to the Company’s pending new GB registration. English label IMF sales

are expected to be up in FY23 with 1H23 sales expected to be broadly in line with 2H22 due to the impact of managing

transition to the refreshed a2 Platinum® range.

Australian liquid milk sales are expected to remain broadly in line with FY22, with reduced in-home consumption following the

easing of COVID-19 related lockdowns offset by growth through innovation. USA liquid milk sales are expected to be up in FY23

driven by continued growth in core liquid milk and innovation, and a significant improvement in EBITDA losses is expected.

MVM will be included in the Company’s result for 12 months compared with 11 months in FY22. MVM FY22 revenue (excluding

intercompany revenue) and EBITDA losses for the 12 months were $116.2 million and a loss of $23.2 million respectively

(unaudited). Revenue is expected to be down in FY23 compared to FY22 (12 months) due to increasing levels of insourcing and

lower GDT pricing, and EBITDA is expected to be broadly in line with FY22 (12 months).

Key financials

The Company is expecting high single digit revenue growth in FY23. 1H23 growth (on 1H22) is expected to be significantly

higher than 2H23 growth (on 2H22).

FY23 gross margin percentage is expected to be broadly in line with FY22, with cost of goods sold headwinds related to

increasing milk, ingredient and packaging costs offset by price increases, mix benefits and cost mitigation initiatives.

The Company will continue to increase its brand investment in FY23. Marketing spend will be skewed marginally towards 1H23

with a significant uplift versus 1H22 due to campaign timing.

A further uplift in Administration & Other expenses is expected, reflecting additional capability build, upweighted investment

in science, innovation and sustainability, and inflation impacts.

Overall, the Company is expecting EBITDA growth in FY23 and a modest improvement in EBITDA margin (% of sales). With the

marketing plan weighted to 1H23, the Company expects a slightly higher EBITDA margin in 2H23 versus 1H23.

Operational cash conversion is likely to be significantly lower in FY23 than FY22 mainly due to the reversal of working capital

timing benefits in FY22 and an increase in inventory levels.

The Company expects that capital expenditure will be approximately $25 million during FY23 mainly due to enhancements in

existing supply chain capacity and capability. This amount excludes any more substantive investment to develop the

Company’s New Zealand and China supply chain capability.

Industry and business risks

In addition to trading upside and downside, other risks include, but are not limited to, COVID-19 impacts on supply chain,

SAMR registration process timing, volume impact of price increases, foreign exchange movements, cross border trade, changes

in the regulatory environment, and commodity prices. These risks could materially impact expected revenue and earnings

outcomes.



9

Authorised for release by the Board of Directors



David Bortolussi

Managing Director and Chief Executive Officer

The a2 Milk Company Limited


For further information, please contact:


Investors / Analysts

David Akers

Group Head of Investor Relations and Sustainability

M +61 412 944 577

david.akers@a2milk.com




Rebecca Culbertson

Investor Relations Manager

M +61 400 955 295

rebecca.culbertson@a2milk.com

Media

Rick Willis

M +61 411 839 344

rick@networkfour.com.au

Media – New Zealand

Barry Akers

M +64 21 571 234

akers@senescallakers.co.nz

---

THE
a2 MILK COMPANY ANNUAL REPORT 2022

We pioneer the future of Dairy for good

2022

ANNUAL

REPORT

THE a2 MILK COMPANY
HAS MADE SIGNIFICANT

PROGRESS IN

IMPLEMENTING ITS

REFRESHED GROWTH

STRATEGY AND

IMPROVING PERFORMANCE

DURING FY22

PRODUCT

SEGMENT

REVENUE*

$265m

Liquid milk 10.4%

$1,022m

Infant nutrition

11.9%

$159m

Other 202.6%

OPERATING SEGMENT REVENUE

$726m

China and Other

Asia

24.5%

$533m

Australia and

New Zealand

4.8%

$83m

USA 30.0%

$104m

Mataura Valley Milk

GROUP

PERFORMANCE*

$1,4 46m

Revenue 19.8%

$123m

NPAT attributable

to owners of the

Company

52.0%

$196m

EBITDA 59.0%

16.49c

Earnings per share

51.8%

$204m

Operating cash flow

$817m

**

Net cash

* Includes MVM acquired during FY22.

** Including term deposits and borrowings, excluding

subordinated non-current shareholder loans.

2

THE
a2 MILK COMPANY ANNUAL REPORT 2022

CONTENTS

Chair’s letter 2

CEO’s year in review 4

Building a sustainable growth business 14

How we create value 16

Company overview 18

Strategy 22

Risks and opportunities 24

Goals 32

Corporate governance 51

Governance 52

Directors 56

Executive Leadership Team 58

Remuneration 60

Financial statements 65

Other information 118

1

CHAIR’S
LETTER

David Hearn

CHAIR’S LETTER

Dear Shareholder

On behalf of your Board, I am pleased to report a positive and

much improved performance for The a2 Milk Company in FY22

with almost all the business fundamentals showing strong

recovery throughout the year. This strong recovery means that we

exit FY22 with the business tracking positively and, as such, gives

us confidence that FY23 will show continued growth.

I concluded my letter in FY21 leaving you with two important

thoughts. The first was that whilst the issues that arose that

year were undoubtedly a challenge, the business remained at its

heart a robust, differentiated branded business with exceptionally

strong financial fundamentals.

The second was that I, and the Board, recognised the serious

challenges created by the market conditions in FY21 for you, our

shareholders and that the Board and the executive leadership

team (ELT) were determined to make back lost ground.

With that context, it is pleasing to provide a significantly more

positive update this year on the progress we have made as a

Company in stabilising the business and returning to growth,

confirming the underlying strength of the business to which I

referred last year.

It was important for us to recognise in FY21, in light of the world

changing as a result of the global pandemic, that we would

need to develop new and appropriate strategies to succeed in

the future, not by discarding the foundations on which we have

built past success, but by building on them and developing them

further to remain fit for purpose in this new environment.

During the year, the Board and the ELT together, completed a

holistic review of our market, brand, product and distribution

opportunities and we announced our refreshed growth strategy.

This refreshed growth strategy was in response to the rapidly

changing infant milk formula (IMF) market dynamics in China.

There is strong evidence at many levels in the FY22 result that

the plans developed from that strategy are already gaining

significant traction and that the significant investments we made

in restructuring our business, especially on the supply-side, have

definitely shown their worth.

This year’s performance proves that our confidence in the

underlying strength of the a2™ brand was well-founded, and

we invested a record amount for the Company in marketing,

continuing to build our brand and strengthen consumer loyalty.

Our refreshed growth strategy, increased brand investment and a

renewed inventory setting have resulted in a strong performance,

improved trajectory, clear market share gains and our strongest

brand health metrics recorded to date.

We have made significant advancements in delivering against


our strategic priorities this year by:

—Investing in people and planet leadership with meaningful


and impactful investments in these areas;

—Increasing our marketing investment in China significantly

towards capturing the full potential in the China IMF market;

—Ramping-up our product innovation efforts with a number of

new products launched and a pipeline developed for the next

few years and beyond;

—Transforming our supply chain, particularly with efforts to

expand our A1 protein free milk pool at Mataura Valley Milk

(MVM) and in accelerating efforts to explore opportunities

relating to China label market access and in-market supply

capability; and

—Putting plans in place to accelerate our path to profitability for

our USA and MVM businesses.

These plans will continue to evolve as we develop and grow and

we are pleased with the progress that has been made during

the year.

Complementing the work on our growth strategy and delivery

against our strategic priorities, we recently also refreshed our

purpose and vision. It is important for all businesses to know why

they exist and where they want to go. Our refreshed purpose, ‘We

pioneer the future of Dairy for good’ reflects the unique strengths

of the business, and our vision of ‘An A1-free world where Dairy

nourishes all people and our planet’ reflects the positive future

we want to help create. The combination of our purpose, vision

and strategy strengthens the foundations on which we will drive

further growth in the future.

2

THE
a2 MILK COMPANY ANNUAL REPORT 2022

Given the stabilisation and strength of the business, the

robustness of our balance sheet with net cash of $817 million

1

at

year end, an improved growth trajectory and more confidence

in our outlook, the Board intends to implement an on-market

buy-back programme of up to $150 million to effectively utilise

excess capital at this time. While we continue to prioritise growth

initiatives and will ensure we retain balance sheet strength and

flexibility, we have determined that a share buy-back programme

is an effective way to return capital to investors and reflects the

confidence the Board has in the outlook of the business.

On behalf of the Board, I would like to express my sincere

gratitude to David Bortolussi, our Managing Director and Chief

Executive Officer, for his leadership and impactful contribution

which has been immense through a particularly challenging time

for our Company. David has shown tremendous skill and tact

in navigating us through these challenges and setting us up for

further growth. At the ELT level, there have been changes during

the year including a number of new appointments. I extend my

thanks and gratitude to the whole ELT and every member of the

a2MC team in all of our regions for their contributions this year. In

particular, I would like to recognise the extraordinary efforts of our

teams and strategic partners in navigating the many supply chain

challenges which have been experienced globally in recent times.

Being able to maintain continuous supply of our New Zealand IMF

products into China required considerable collaboration, careful

planning and perseverance – a real team effort.

I would also like to thank my fellow Directors for their significant

contribution over the past year. The Board has also undergone

some renewal. In March this year, Sandra Yu was appointed to

the Board. Sandra is a highly regarded company director and has

extensive experience in the IMF market in China as a former head

of Mead Johnson Nutrition’s Greater China business. Furthermore,

David Wang will join the Board as a non-executive director in

September. David’s appointment will add further China and

manufacturing expertise which will be an invaluable asset as we

continue to transform our supply chain in New Zealand and China.

After nearly nine years of exceptional contribution to the

Board, and consistent with corporate governance best practice,

Julia Hoare, our Deputy Chair, has announced her intention to step

down following the release of our FY23 interim results. The Board

continues to be active in considering renewal and there are plans

in place to undertake additional renewal over the next few years.

Your Board and the ELT is committed to our purpose and vision,

we have a refreshed strategy in place and our execution against

those plans is gaining increased traction as every month passes.

We believe in the science that underpins our products and are

investing behind our brand in a focussed and meaningful way.

Furthermore, having regrouped and stabilised the business,

our performance is stronger and our outlook improved. We did

not find ourselves here by chance, and indeed several difficult

decisions needed to be made in FY21 to get us here. However,

those decisions are proving to have been the right ones and we

are pleased to be back on track.

Finally, I would like to thank you, our shareholders, for your

continued support for our Company and look forward to updating

you at our annual shareholders’ meeting in November.

In the meantime, may I take this opportunity to wish you and your

family the best of health.

Yours faithfully,

David Hearn

Chair

28 August 2022

“ This year’s performance proves

that our confidence in the

underlying strength of the

a2™

brand was well-founded.”

1. Including term deposits and borrowings, excluding subordinated

non-current shareholder loans

3

Britta Campion / Newspix
FUTURE

WE PIONEER THE

4

THE
a2 MILK COMPANY ANNUAL REPORT 2022

FUTURE

CEO’S YEAR

IN REVIEW

David Bortolussi



WE PIONEER THE

OF DAIRY

FOR GOOD

It was a successful year for

The a2 Milk Company

delivering double digit

revenue and earnings growth

despite challenging market

conditions.

DAVID BORTOLUSSI

MANAGING DIRECTOR AND CEO

The a2 Milk Company has made

significant progress in implementing

its refreshed growth strategy and

improving performance during FY22

1

.

More specifically, the:

1. Inventory management actions taken last calendar year to

address excess infant milk formula (IMF) inventory have proven

effective with channel inventory at target levels, product

freshness amongst the best in the industry and improved

market pricing

2. Refreshed growth strategy communicated to the market in

October 2021 which focused on capturing the full potential of

the China market opportunity is having an impact achieving

new highs in brand health metrics and record market shares

3. Full year result for FY22 is in line with the Company’s

expectations as outlined on 21 February 2022, delivering

double digit revenue and earnings growth despite challenging

market conditions driven by the refreshed growth strategy

and improved execution

4. Outlook for the business in FY23 is positive with continued

revenue and earnings growth expected, and the Company is

on track to deliver on its medium-term financial and non-

financial ambitions communicated to the market at its Investor

Day in October 2021

As a result of the above, and considering its strong balance

sheet position, the Company intends to execute an on-market

share buyback of up to $150 million. An on-market share

buyback is considered to be the most appropriate form of capital

management at this time.

The Board and Executive Leadership Team would like to express

their appreciation to the Company’s supportive shareholders,

talented team, valued farmers, loyal customers/distributors,

committed suppliers and strategic partners in China, for their

collective support during a challenging period overcoming

COVID-19 related disruption and market headwinds.

1 All references to full year (FY), halves (H) and quarters (Q) relate to the

Company’s financial year, ending 30 June.

5

CEO’S YEAR IN REVIEW
Financial highlights

2

—Revenue growth of 19.8% to $1,446.2 million (11.2% ex-

MVM

3

) with 2H22 up 18.9% on 1H22 (15.7% ex-MVM)

—China label and English label IMF sales up 12.2% and

11.6% respectively

—ANZ and USA liquid milk sales up 1.8% and 30.2%

respectively

—Earnings before interest, tax, depreciation and amortisation

(EBITDA

4

) up 59.0% to $196.2 million. EBITDA to sales

margin increased to 13.6% (16.1% ex-MVM) compared to

10.2% in FY21

—Net profit after tax (NPAT) including amounts attributable

to non-controlling interests up 42.3% to $114.7 million with

$122.6 million attributable to owners of the Company

5

—Earnings per share up 51.8% to 16.5 cents in FY22

compared to 10.9 cents in FY21

—Strong balance sheet with closing net cash

6

of

$816.5 million with operational cash conversion

7

o f 114%

during the year

—Positive outlook for FY23 with high single digit revenue

growth and EBITDA margin improvement expected (see

Outlook below for further detail, including key industry and

business risks)

2 All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

3 Excluding the impact of consolidating Mataura Valley Milk (MVM) into

the Group result, which was acquired in July 2021.

4 EBITDA is a non-GAAP measure and does not have a standardised

meaning prescribed by GAAP. However, the Company believes that

in combination with GAAP measures, it assists in providing investors

with a comprehensive understanding of the underlying operational

performance of the business. A reconciliation of EBITDA to net profit

after tax is shown in the Company’s FY22 Investor Presentation (slide

55) and Other information in this Annual Report (page 126).

5 The non-controlling interest represents China Animal Husbandry

Group’s 25% interest in MVM.

6 Including term deposits and borrowings, excluding subordinated non-

current shareholder loans.

7 Operational cash conversion defined as net cash flow from operating

activities before interest and tax divided by EBITDA.

Operational highlights

—Brand health metrics reached new highs across

the business with total a2MC IMF spontaneous

brand awareness in China increasing significantly

from 16% to 21% following a 36.3% increase in

marketing investment

—Record market shares achieved in China label IMF

in mother and baby stores (MBS) and domestic

online (DOL), with English label IMF market share

in cross border e-commerce (CBEC) increasing in

2H22 and offline-to-online (O2O) over the full year.

Record market shares also achieved in Australia and

USA milk

—Deliberate shift in distribution of English label

IMF to more transparent, performance-based

and exclusive partners progressing well with

significantly improved share of voice in the

Daigou channel

—Increased focus on innovation resulted in the

highest number of new product launches in

the Company’s history: a2 Milk

®

Half & Half,

HERSHEY’S a2 Milk

®

, a2 Milk

®

UHT, a2 Milk

®


Cream on Top, a2 Milk

®

Lactose Free and refreshed

a2 Platinum

®

English label IMF

—Completion of Mataura Valley Milk (MVM)

acquisition with China Animal Husbandry Group

with successful integration and commencement of

a2 Milk

®

powder manufacturing underway

—Significant increase in sustainability targets,

initiatives and impact in many areas of the business,

including committing to New Zealand’s first

high pressure electrode boiler supplied by 100%

renewable energy at the MVM site

6

THE
a2 MILK COMPANY ANNUAL REPORT 2022

Operating cash flow was $203.8 million. Excluding interest and

tax, this represented operational cash conversion of 114%

12

which

was relatively high during the period. This was mainly due to an

increase in trade and other payables related to the timing of 4Q22

brand investment and inventory orders, combined with delayed

invoicing and payments processing in China due to COVID-19

related lockdown impacts.

China IMF market update

13

The number of births in China decreased by 11.5% in 2021 to

10.6 million

14

and is expected to decline in 2022. This decline has

been partially offset by an increase in household penetration and

consumption within the IMF market.

In volume terms, the overall IMF market in China decreased

by 4.3% in FY22, as several years of declining newborns had

a cumulative impact on Stages 2 and 3, partially offset by

increasing household penetration particularly in relation to

growth in Stage 4. Market value also decreased by 3.1% in

FY22 as growth in average market prices was not enough to

offset volume declines. Market price growth of 1.3%, driven

both by premiumisation (consumers trading-up and new

product innovation) and channel mix shift to higher-priced China

label channels, was less than in previous years and was also

impacted by increasing promotion frequency, albeit at reduced

discount levels.

12 Operational cash conversion defined as net cash flow from operating

activities before interest and tax divided by EBITDA.

13 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market

tracking (Key&A + BCD cities), unless otherwise stated

14 Source: China National Bureau of Statistics.

“ We are pleased with the

progress that has been

made in stabilising the

business, refreshing our

strategy and improving

our execution.”

Group financial performance

8,9

The Company’s revenue for FY22 was up 19.8% driven by

strong growth in the China & Other Asia and USA segments,

along with incremental sales from the first-time inclusion of

MVM. This was partially offset by lower IMF sales in ANZ due to

deliberate changes to the Company’s English label IMF route-to-

market structure, resulting in a shift in sales towards the China &

Other Asia segment. 2H22 revenue growth also reflects actions

taken by the Company in 2H21 and 1H22 to address excess

IMF channel inventory, execution of the Company’s growth

strategy, strong China label IMF consumer demand in part due

to COVID-19 related lockdowns as well as pricing and favourable

foreign exchange.

Gross margin percentage

10

of 46.0% was up 3.7ppts and reflects

the cycling of prior year stock write-downs, price increases,

reduced trade spend and favourable foreign exchange; partially

offset by higher raw material and logistics costs which were

impacted by COVID-19 and the inclusion of MVM. Gross margin

percentage excluding MVM was 50.9% compared to 42.3% in

FY21 which was significantly impacted by stock write-downs.

EBITDA increased by 59.0% to $196.2 million primarily reflecting

higher revenue and gross margin. EBITDA growth came

notwithstanding a 36.3% increase in marketing spend and

the anticipated uplift in Administrative and Other Expenses,

which have increased by 15.6% due to capability investment,

increase in employee incentive costs (low base last year), and

higher professional services fees and insurance costs. COVID-19

adversely impacted in-market freight rates and distribution costs,

particularly in the USA business. Together, these factors resulted

in an EBITDA margin of 13.6% (16.1% ex-MVM).

Net profit after tax, including amounts attributable to the non-

controlling interest was $114.7 million, an increase of 42.3%.

Depreciation and amortisation was $18.9 million, net interest

income was similar to prior period and the effective tax rate

of the Group was 36.7%. NPAT attributable to owners of the

Company was $122.6 million.

The balance sheet remains in a strong position with closing

cash and term deposits of $ 8 8 7. 3 million. The higher cash

balance reflects the cash generated during the year offset by

$213.7 million of capital invested in the acquisition of MVM

(net of cash acquired). As a result of the ownership structure

of MVM, the Group is now consolidating MVM’s financial debt

which was $70.8 million at period end (excluding $36.2 million

of subordinated non-current shareholder loans), and therefore,

the Company had net cash

11

of $816.5 million. Inventory at the

end of the period was $140.0 million, higher than at the end of

FY21, mainly due to the inclusion of MVM. The Company’s IMF

inventory levels were lower than planned at year-end due to

COVID-19 impacts on its China label supply chain.

8 All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

9 All comparisons are with the 12 months ended 30 June 2021 (FY21),

unless otherwise stated.

10 Gross margin percentage is calculated as sales less cost of goods sold,

divided by sales.

11 Including term deposits and borrowings, excluding subordinated non-

current shareholder loans.

7

CEO’S YEAR IN REVIEW
The market shift towards China label product continued

compared to English label product, although the extent of the

shift this year was less pronounced than last year. In FY22, China

label product accounted for 85% of the market (compared to

84% in FY21) and English label product accounted for 15%

(compared to 16% in FY21). The shift towards China label in the

previous year was more significant (7% pts) due to significant

COVID-19 related disruption and associated demand and

supply volatility.

Growth rates varied significantly between Key&A and BCD cities,

with Key&A value sales decreasing by 7.1% whilst in BCD cities

market value was broadly flat in line with the divergence of birth

rates across city tiers.

Within China label channels, several market dynamics are

supporting a2MC’s growth, including a continued mix shift

to the ultra-premium segment (where the Company’s China

label product competes), more rapid growth of the A2 protein

segment, increasing brand concentration towards market leading

brands (with a2

至初

®

remaining one of the few international

brands continuing to grow market share) and the continued shift

to online channels, where international brands have historically

outperformed local brands.

English label channels are showing signs of stabilisation, with

the rate of decline in overall English label value sales (down

9%) reducing significantly compared to FY21 (down 33%) and

sales growing by 1.6% in BCD cities in 2H22. Within English

label channels, there is a mix shift from Daigou to CBEC and

O2O channels.

Despite challenging market dynamics, a2MC’s growth in FY22

in China label and English label IMF was encouraging, and the

Company has a significant opportunity to grow market value

share from its current levels of 4-5%.

a2MC regional performance

1. China & Other Asia

China & Other Asia revenue of $726.5 million was up 24.5%, with

EBITDA of $145.1 million up 92.0%. Growth was driven by 2H22

performance as the Company ramped-up execution of its growth

strategy supported by strong China label IMF consumer demand

in part due to COVID-19 related lockdowns, as well as favourable

foreign exchange. The increase in EBITDA margin from 13.0% to

20.0% reflected higher gross margin during the period mainly

due to cycling the impact of stock write downs last year and the

operational leverage benefit of higher sales, partially offset by

higher marketing investment.

There were further gains in brand health metrics following the

significant increase in marketing investment in 2H22. Based on

the Company’s most recent tracking (Jul-22 compared to Jan-22),

spontaneous awareness for total a2MC IMF (ie China label and

English label) increased from 16% to 21%, the rate of consumers

who have ever trialled the Company’s IMF products increased

from 19% to 20% and the percentage of consumers who claim to

use the Company’s IMF most often increased from 12% to 13%.

Within this, China label prompted brand awareness improved

from 45% to 50% and English label prompted brand awareness

improved from 27% to 29%.

The 2H22 campaign continued to build on the execution themes

from the 1H22 campaign with more balanced functional and

emotional brand messaging, more precise targeting of consumers,

greater use of health care professional marketing, increased

social seeding and stronger integration across all channels and

of both labels.

China label IMF

Sales for a2

至初

®

China label IMF of $437.6 million were

achieved, representing an increase of 12.2%. As referred to in the

Company’s announcement on 21 February 2022, the Company

restricted sales to distributors in 1H22 (particularly in 4Q21 and

1Q22) to rebalance channel inventory levels and improve channel

dynamics. As a result of this, sales in 1H22 were down, but were

up significantly during 2H22. Consumer demand for a2

至初

®


over the year was strong and the Company increased share in

store and online, and across all stages.

8

THE
a2 MILK COMPANY ANNUAL REPORT 2022

“ The increase in our

marketing investment

has driven further gains

in brand health metrics

and record market

shares delivering

strong growth in our

China infant milk

formula business.”

a2MC increased offline numeric and weighted distribution as

well as same store sales, resulting in Key&A and BCD cities share

increases during the year. Offline distribution increased to 26.5k

stores at the end of June 2022 from 22.8k at the end of June

2021

15

. The Company has expanded its focus from building share

in national key accounts to also pursuing regional key accounts, as

well as targeting greater penetration in BCD cities and developing

new strategies for accelerated growth in certain high-potential

provinces. As measured by Nielsen

16

, retail sales for the MBS

channel by value were down 2% in FY22

17

. a2MC’s market value

share in MBS increased to 3.0% at the end of June 2022 versus

2.2% at the end of June 2021, and a2

至初

®

was one of the few

international brands that gained share in the period.

Accelerating the Company’s online growth is a strategic priority

for China label IMF and performance in DOL is a key measure

of success. As measured by Smart Path, retail sales for DOL by

value were up 4% for FY22

18

. a2MC’s market value share in DOL

increased to 2.5% at the end of June 2022 versus 2.0% at the

end of June 2021.

English label IMF (CBEC)

a2 Platinum

®

English and other label IMF sales of $255.8 million

were up 53.3%. The result reflected improved channel economics

and demand during the period, price increases, favourable foreign

exchange and reduced discounting during the “6/18” and “11/11”

online sales periods in China.

Strong revenue growth in CBEC also reflects execution of the

Company’s strategy to simplify and delayer its distribution

network to move closer to its consumers, which has reduced

the extent of indirect unauthorised cross-channel sales from

ANZ resellers to CBEC participants. This has resulted in a greater

proportion of those sales now being supplied by authorised CBEC

distribution partners, increasing reported revenue to CBEC (refer

ANZ section below).

15 a2MC internal data tracking of stores with active sales in the past 12

months.

16 Note that during the period, Nielsen expanded its sample store coverage

to enhance channel representativeness, and historical data has been

restated to reflect this enhancement.

17 Nielsen MBS retail measurement service: mother and baby stores only

retail sales (by value). 12-month rolling share. FY22 versus FY21.

18 Smart Path China IMF online market tracking: domestic online platform

sales (by value). 12-month rolling share. FY22 versus FY21.

a2MC continued to prioritise overall channel economics through

tightly controlled inventory levels and promotional activity in

CBEC. As a result, and as expected, English label sales during

key promotional events in 1H22 were slightly down on last

year but recovered in 2H22 with improved market pricing

across CBEC platforms and reseller channels, enhancing

overall channel economics. Notwithstanding these actions, the

Company’s platform rankings were maintained or improved

during the period.

Similar to DOL, the Company is focused on CBEC online growth

and building digital marketing and e-commerce capability to

improve its execution which is having an impact, particularly on

new user recruitment and late-stage retention. As measured by

Smart Path, retail sales by value for the CBEC channel were down

2% for the period

19

. a2MC’s market value share in CBEC was

19.5% at the end of June 2022 versus 21.1% at June 2021, with

market share improving in 2H22.

Liquid milk and other nutritional products

Sales of liquid milk in China & Other Asia were up 34.4%

to $11.1 million and revenue from other nutritional products

was also up 19.7% to $22.1 million. This reflected progress

in executing against adjacent category growth opportunities,

including the launch of UHT in China. These results were achieved

notwithstanding significant supply chain disruption in liquid milk

during the period due to COVID-19 impacts on manufacturing

and logistics.

2. Australia and New Zealand (ANZ)

ANZ segment revenue of $532.7 million was down 4.8%, with

EBITDA of $173.2 million up 16.4%. Lower revenue was a direct

consequence of the Company restructuring its English label IMF

routes-to-market and reflected a mix shift in English label IMF

sales from an existing reseller to CBEC distribution partners. The

shift in the English label route-to-market is a constructive change

and an evolution for the Company in the long term to progress

its ambition to have the number one English label product range

in China. Higher EBITDA was driven mainly by cycling prior year

inventory write-downs, pricing and favourable foreign exchange,

partially offset by higher cost of goods sold.

19 Smart Path China IMF online market tracking: for CBEC only retail sales (by

value). 12-month rolling share. FY22 versus FY21.

9

IMF resellers and retail
IMF sales in ANZ decreased 7.9% to $328.8 million. In addition to

the channel mix shift from ANZ resellers to CBEC, customer mix

within ANZ resellers also shifted significantly during the period

with some resellers securing additional volume. This managed shift

followed an in-depth review of the Company’s reseller route-to-

market which has resulted in improved visibility and control of

channels to market. The lower reseller sales due to the channel mix

shift were partially offset by pricing adjustments to address pricing

relativities and less promotional activity on CBEC in the interests of

maintaining a healthy ecosystem.

Following this route-to-market review and consistent with the

Company’s growth strategy, management has focused on

developing more transparent, performance-based, exclusive and

channel compliant distribution partnerships during the period.

As a result, significant volume transitioned from the Company’s

previous largest reseller to CBEC distributors (ANZ volumes

ultimately on-sold to CBEC platforms were re-routed through

authorised CBEC distributors) and to other existing ANZ reseller

partners during the period. Supply continues to be allocated

carefully to all reseller partners to ensure appropriate stock levels

are maintained in the channel.

Although market share reduced in the Daigou channel during the

period, the rate of decline improved in 2H22 following the change

in distribution partners. Kantar data

20

indicates consumer sales in

the Daigou channel were down 17% for FY22

21

and that a2MC’s

Daigou market share declined to 18.7% at the end of June 2022

versus 22.2% at the end of June 2021. However, a2MC’s Daigou

market share decreased by approximately 2% pts in 2H21 and

1H22 but declined by less than 1% in 2H22 following the change.

The ANZ reseller channel is an important channel, particularly

in relation to new user recruitment. In addition to changing

distribution partners, the Company stepped up its support for

the channel through more direct engagement with resellers

and Daigou, production of more digital marketing content and

conducting Daigou sales events resulting in increased share of

voice in the channel which is an important leading indicator

of share growth. To enable this increased level of activity, the

Company invested in developing its reseller and Daigou trade

marketing capability during the period.

20 Kantar data based on a panel of 9,000 consumers covering 0-6 year olds

and only seeks to project ~40% of the population.

21 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market

tracking (Key&A + BCD cities).

An initiative to increase distribution in the O2O channel

commenced during the period with growth experienced during

FY22. A key strategic focus was working with partners to increase

store numbers through the O2O channel and drive new user

recruitment. Kantar data indicates consumer sales in the O2O

market grew 26%

22

for FY22 and that a2MC’s O2O market share

increased to 18.6% by the end of June 2022 versus 17.5% at the

end of June 2021.

As part of the Company’s strategic priority to drive growth

through innovation, the Company refreshed its English label

IMF product range and packaging in 1Q23 which has gained

additional distribution in retail.

Liquid milk

Australian liquid milk sales increased marginally by 1.8% to

$172.0 million, reflecting volume growth and price increases

implemented during the year in response to higher raw milk prices

and other input and logistics costs, as well as favourable foreign

exchange. This was partially offset by easing COVID-19 restrictions

in 2H22 which negatively impacted in-home consumption levels.

The Company maintained its brand leadership during the year

with increased loyalty and household penetration. Brand health

metrics improved with awareness and trial increasing. a2MC

achieved a value share of 12.4% at the end of June 2022

23

versus

12.2% at the end of June 2021 declining marginally in 2H22 as

lockdowns eased. Market share gains were achieved in all states

except Western Australia, with new record value shares in New

South Wales and Victoria. Pleasingly, three a2 Milk

®

products

achieved rankings in the top ten products in the dairy category

in Grocery.

a2 Milk

®

UHT was launched during 3Q22 and is now available in

major supermarket chains across Australia. This addition to the

Australian liquid milk portfolio provides loyal consumers with a

shelf-stable pantry backup or camping supply of their favourite

a2 Milk

®

. a2 Milk

®

Cream on Top was also launched during 2H22

and is now available in 350 stores across Australia.

22 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market

tracking (Key&A + BCD cities)

23 IRI Australian Grocery Weighted Scan 12-months ending 30 June 2022.

“ We have maintained our

brand leadership position

in liquid milk in Australia

with increased loyalty and

household penetration, and

our USA milk business grew

strongly during the year

driven by innovation.”

CEO’S YEAR IN REVIEW

10

THE
a2 MILK COMPANY ANNUAL REPORT 2022

Post year-end, the Company launched a new a2 Milk

®

Lactose

Free range for consumers that are lactose intolerant enabling

all consumers to enjoy the benefits of a2 Milk

®

(noting that

individuals can be A1 protein and/or lactose intolerant).

Lactose free milk is a significant category in Australia with

retail sales value greater than $130 million. The Company has

secured arrangements for distribution of the range with major

supermarket retailers in Australia, supported by a targeted

marketing campaign. The a2 Milk

®

UHT, a2 Milk

®

Cream on Top

and recent a2 Milk

®

Lactose Free launches are consistent with the

Company’s strategy of ramping up innovation to drive growth.

Other nutritional products

Revenue in other nutritional products was also impacted by the

channel mix shift to CBEC, and was slightly below prior year,

declining 5.2% to $31.9 million.

3. North America

USA revenue increased 30.0% to $82.7 million while EBITDA

decreased 9.4% resulting in a loss of $36.7 million. The higher

revenue was driven by growth in core liquid milk, the introduction

of new products, reduced trade spend and favourable foreign

exchange. Sales growth in core liquid milk was primarily driven

by growth in the Grocery and Mass channels of trade which

grew 38% during the period, partially offset by reduced Club

channel distribution.

Sales growth was mainly through increased same store sales with

only modest increases in distribution from 26.8k stores at the end

of June 2021 to 27.4k stores at the end of June 2022

24

. Two new

products were launched during 1H22 – HERSHEY’S a2 Milk

®

and

a2 Milk

®

Half and Half – achieving higher than expected listings

in trade. A combination of growth in the core and innovation

increased a2MC’s market value share in the premium milk

category for the Grocery channel from 1.8% in June 2021 to

2.1% in June 2022

25

. Key marketing and public relations activities

continued which resulted in improvements in brand awareness

and household penetration.

The increased EBITDA loss was mainly due to a significant increase

in freight costs throughout the year, coupled with fuel surcharges

from higher diesel prices and higher raw milk costs in 2H22, partly

offset by price increases and trade spend reductions. Marketing

and SG&A costs were relatively flat in combination. EBITDA

losses were also higher due to foreign exchange movements.

Accelerating the path to profitability in the USA by FY25/FY26

remains a key strategic focus and the Company expects to make

meaningful progress on this during the year ahead.

Mataura Valley Milk

MVM revenue of $104.4 million

26

and an EBITDA loss of

$18.8 million were recorded for the eleven months of a2MC’s

ownership during FY22. The EBITDA loss reflects the current

production mix with MVM primarily selling lower value milk

powders on the commodity market. The result was slightly better

than expected due to favourable foreign exchange and Global

Dairy Trade (GDT) pricing partly offset by higher raw milk costs

during the period.

a2MC’s acquisition of a 75% interest in MVM is strategically

important as it provides the opportunity to participate in

nutritional products manufacturing and the potential to pursue

24 SPINS retail sales data as of 30 June 2022 and internal counts

25 SPINS data for the Grocery channel only for the 52 weeks ending 30 June

2022 and 30 June 2021.

26 Revenue excluding intercompany sales.

additional China label registrations and product innovation

opportunities in the future. It strengthens relationships with key

strategic partners in China, achieves supplier and geographic

diversification, reduces risk across a2MC’s IMF and other

nutritionals businesses, and over time will offer access to insourced

manufacturing margins.

Accelerating MVM’s path to profitability by FY26 or earlier is a key

strategic focus. To improve profitability, the Company commenced

manufacturing a2 Milk

®

Full cream milk powder at MVM during

1H22, which was previously manufactured by Synlait Milk Limited

(Synlait). The Company is working on in-sourcing a2 Milk

®

Skim

milk powder and certain existing English label IMF product from

Synlait, developing future product innovation at the facility and

exploring additional third-party customer opportunities. To

complement this and facilitate future China label registration

applications, MVM has commenced planning for the installation of

a laboratory and blending and canning capability at the site.

Growth strategy update

At a2MC’s Investor Day in October 2021, the Company announced

its refreshed growth strategy which was adapted to the rapidly

changing IMF market dynamics in China. At the same time, the

Company also outlined its medium-term indicative sales and

EBITDA margin ambition. In 2H22 the Company focused on

implementing its strategic priorities and related initiatives, including

a material increase in brand investment. Significant early progress

has been made against the Company’s five strategic initiatives.

1. Invest in people and planet leadership

The Company refreshed its purpose ‘We pioneer the future

of Dairy for good’ and vision ‘An A1-free world where Dairy

nourishes all people and our planet’ which highlights the positive

impact the Company wants to have on the world, inspiring its

team and partners. New leadership and culture development

programmes were launched, and team engagement, net

promoter and diversity and inclusion surveys were completed

to benchmark progress. Investment was made in organisational

capability expansion, particularly in China with a focus on digital

marketing and e-commerce targeting DOL, CBEC and O2O

growth opportunities. More ambitious sustainability targets were

set, and related initiatives launched, including commitments in

GHG emissions reduction, farm environmental plans and animal

welfare, and for the transition to more sustainable packaging.

Importantly, a2MC announced a significant investment to reduce

GHG emissions through the MVM boiler electrification, sourced

from 100% renewable power, and to support Synlait’s biomass

boiler conversion.

“ The Company is committed to

investing in tangible climate

and nature related programmes

that will create a positive

impact on the planet.”

11

CEO’S YEAR IN REVIEW
2. Capture full potential in China IMF

The Company’s most critical business development focus is to

ensure it delivers its full potential in China IMF. The Company

completed its brand positioning review, significantly increased

China marketing investment, invested in digital content

generation and executed integrated marketing campaigns with

a more targeted mix to increase impact. In terms of offline sales,

the Company commenced China label in-market growth pilots

with a mix of above-the-line and below-the-line brand and sales

activation initiatives, increased MBS distribution (particularly in

lower tier cities) and increased same store sales. Investment was

also made in growing DOL and CBEC sales and developing the

O2O model in key accounts. The English label route-to-market

review was completed and actioned, as well as investing in

Daigou marketing support and engagement.

3. Ramp-up product innovation

Liquid milk and other nutritional products grew significantly in

China & Other Asia demonstrating progress in executing against

adjacent growth opportunities outside of IMF. The Company

supported Synlait to complete and submit a2MC’s China label IMF

new GB registration dossiers for an upgraded formulation. The

Company launched UHT, Cream on Top, Lactose free, Half & Half

and HERSHEY’S a2 Milk

®

products in liquid milk during the year

and refreshed English label IMF product post year-end.

4. Transform the supply chain

Following completion of the MVM acquisition, the Company

commenced planning for laboratory and blending and canning

capability at MVM with third-party support and accelerated

efforts to explore additional opportunities relating to China

label market access in New Zealand and China. The Company

progressed capacity expansion initiatives at its Smeaton Grange

and Kyabram manufacturing facilities.

5. Accelerate path to profitability for USA and MVM

USA top-line growth was accelerated through new product

launches, reduced trade spend and price increases, which

also improved gross margins. The Company accelerated plans

to insource a2 Milk

®

branded product manufacturing from

Synlait and develop third-party business at MVM to improve

capacity utilisation.

China label new GB registration update

a2MC and Synlait are working closely together in relation to the

new GB registration process by China’s State Administration for

Market Regulation (SAMR) for a2MC’s China label IMF product,

a2

至初

®

. China label product manufactured after 21 February

2023 needs to comply with the new GB standard.

While the Company’s new GB registration process is progressing,

timing is uncertain and subject to SAMR approval. However, it

is noted that the Ministry for Primary Industries (MPI) has co-

operation arrangements in place with SAMR which, amongst

other things, positions New Zealand well in relation to China

registration processes.

a2MC’s current China label IMF product registration expires in late

September 2022. a2MC and Synlait have applied for the renewal of

this existing registration which the Company anticipates receiving

in September consistent with SAMR’s practice with other brands

in similar situations. Such renewal would in effect allow Synlait

to manufacture a2MC’s current registered product up until the

end of the grace period on 21 February 2023 when transition to

the new GB standard is required. The current registered product

manufactured up until this date is allowed to be sold in market after

that date. This period through to 21 February 2023 is sometimes

referred to as an “extension” of the existing registration.

In all circumstances, a2MC fully respects SAMR’s governance and

timing of this important registration process.

On-market share buyback

The Company announces that it intends to undertake a capital

return of up to $150 million through an on-market share buyback.

The buyback is expected to commence towards the end of

September and could run for up to 12 months.

a2MC regularly assesses its balance sheet position in order to

deliver the optimum structure to enhance shareholder value in line

with the Company’s strategy and capital allocation framework.

This framework prioritises investment in growth initiatives and

maintaining balance sheet flexibility ahead of capital returns to

shareholders. Where there is capital which is surplus to achieving

these priorities a2MC makes a disciplined assessment of the

potential to return funds to shareholders.

The Company’s balance sheet is in a strong position that provides

the capacity to distribute up to $150 million to shareholders, with

the most appropriate method being an on-market share buyback.

With a closing net cash balance

27

in FY22 of $816.5 million, there

is sufficient capital reserve to fund investment opportunities,

maintain an appropriate cash buffer as well as return surplus capital

to shareholders.

The buyback is subject to market conditions, a2MC’s prevailing

share price and all other relevant considerations. a2MC reserves the

right to vary, suspend without notice, or terminate the on-market

buyback at any time.

Further details in relation to the share buyback are provided in the

separate Company announcement also released to the market on

29 August 2022.

27 Including term deposits and borrowings, excluding subordinated non-

current shareholder loans.

12

THE
a2 MILK COMPANY ANNUAL REPORT 2022

Board and Management renewal

The Board is continuing its programme of renewal and is

focused on increasing its levels of China market, IMF category

and manufacturing experience. In March 2022, Sandra Yu was

appointed to the Board. Sandra is a highly regarded company

director and has extensive experience in the IMF market in China

as a former head of Mead Johnson Nutrition’s Greater China

business. The Company also announced today the appointment

of David Wang to the Board as a non-executive director. David’s

appointment adds further China market and manufacturing

expertise which will be an invaluable asset with the recent

acquisition of MVM and the Company’s strategy to develop its

supply chain capability in New Zealand and China.

Consistent with corporate governance best practice, the

Company’s Deputy Chair, Julia Hoare, who joined the Board in

November 2013, has advised of her intention to step down as a

Director after the Company has delivered its FY23 interim results

in February 2023. A process will shortly commence to identify a

suitable replacement director that ensures the Board maintains an

appropriate balance of skills, knowledge and experience.

During the year, the Company announced a number of changes

to its Executive Leadership Team. Yohan Senaratne was appointed

as Executive General Manager – International, Kevin Bush was

appointed as Executive General Manager – ANZ, Bernard May

joined as Chief Executive – MVM, Amanda Hart was appointed

as Chief People & Culture Officer, and Edith Bailey was appointed

as Chief Marketing Officer. Lastly, the Company announced the

resignation of its Chief Financial Officer, Race Strauss, and the

appointment of David Muscat who will join the Company as its

Chief Financial Officer in October 2022. Prior to David joining

a2MC, Mark Sherwin has assumed the position of Interim

Chief Financial Officer.

Outlook

Business and category

China label IMF sales are expected to be up in FY23 with

significant growth in sales in 1H23 versus 1H22. At this stage,

2H23 sales growth is expected to be impacted by transition to

the Company’s pending new GB registration. English label IMF

sales are expected to be up in FY23 with 1H23 sales expected

to be broadly in line with 2H22 due to the impact of managing

transition to the refreshed a2 Platinum

®

range.

Australian liquid milk sales are expected to remain broadly in line

with FY22, with reduced in-home consumption following the

easing of COVID-19 related lockdowns offset by growth through

innovation. USA liquid milk sales are expected to be up in FY23

driven by continued growth in core liquid milk and innovation,

and a significant improvement in EBITDA losses is expected.

MVM will be included in the Company’s result for 12 months

compared with 11 months in FY22. MVM FY22 revenue

(excluding intercompany revenue) and EBITDA losses for the

12 months were $116.2 million and a loss of $23.2 million

respectively (unaudited). Revenue is expected to be down in

FY23 compared to FY22 (12 months) due to increasing levels of

insourcing and lower GDT pricing, and EBITDA is expected to be

broadly in line with FY22 (12 months).

Key financials

The Company is expecting high single digit revenue growth

in FY23. 1H23 growth (on 1H22) is expected to be significantly

higher than 2H23 growth (on 2H22).

FY23 gross margin percentage is expected to be broadly in

line with FY22, with cost of goods sold headwinds related to

increasing milk, ingredient and packaging costs offset by price

increases, mix benefits and cost mitigation initiatives.

The Company will continue to increase its brand investment in

FY23. Marketing spend will be skewed marginally towards 1H23

with a significant uplift versus 1H22 due to campaign timing.

A further uplift in Administration & Other expenses is expected,

reflecting additional capability build, upweighted investment in

science, innovation and sustainability, and inflation impacts.

Overall, the Company is expecting EBITDA growth in FY23 and

a modest improvement in EBITDA margin (% of sales). With

the marketing plan weighted to 1H23, the Company expects a

slightly higher EBITDA margin in 2H23 versus 1H23.

Operational cash conversion is likely to be significantly lower in

FY23 than FY22 mainly due to the reversal of working capital

timing benefits in FY22 and an increase in inventory levels.

The Company expects that capital expenditure will be

approximately $25 million during FY23 mainly due to

enhancements in existing supply chain capacity and capability.

This amount excludes any more substantive investment to

develop the Company’s New Zealand and China supply

chain capability.

Industry and business risks

In addition to trading upside and downside, other risks include,

but are not limited to, COVID-19 impacts on supply chain, SAMR

registration process timing, volume impact of price increases,

foreign exchange movements, cross border trade, changes in the

regulatory environment, and commodity prices. These risks could

materially impact expected revenue and earnings outcomes.

David Bortolussi

Managing Director and Chief Executive Officer

28 August 2022

13

14
BUILDING A

SUSTAINABLE

GROWTH

BUSINESS

BUILDING A SUSTAINABLE GROWTH BUSINESS

Mataura Valley Milk

15
THE

a2 MILK COMPANY ANNUAL REPORT 2022

There has been a trend in recent years towards more integrated

reporting, driven by the expectations and needs of various stakeholders,

including shareholders.

At its core, the integrated reporting concept refers to a principles-based,

multi-capital framework in which companies can communicate clearly

and concisely about how their strategies, governance, performance and

prospects create value in the context of their external environments.

The a2 Milk Company notes the recent developments in this space,

and in particular the announcement in November 2021 from the

International Finance Reporting Standards Foundation, in forming the

International Sustainability Standards Board (ISSB). The ISSB’s purpose

is to deliver a comprehensive global baseline of sustainability related

disclosure standards that provide investors and other capital markets

participants with information about companies’ sustainability-related

risks and opportunities, to help them make informed decisions. It is

expected that this will result in a more definitive approach for companies

to follow with regard to integrated reporting. While more work will be

required to align to these expected standards in the future, this


FY22 annual report has been developed with this in mind.

This report outlines how The a2 Milk Company creates value for its

shareholders over the short, medium and long-term. It describes the

Company’s refreshed purpose and vision, its values, strategy and

performance as well as the governance framework and management

oversight in advancing opportunities whilst managing risks.

One of the Company’s goals is to ensure that it creates long-term,

enduring value for shareholders through a trusted, transparent

relationship. A move towards integrated reporting is one of the


ways the Company is seeking to achieve this.

OUR

REPORTING

APPROACH

The Company believes a move towards

integrated reporting will benefit stakeholders

by providing a more complete picture of how

it creates and preserves long-term value.

BUILDING A SUSTAINABLE GROWTH BUSINESS
16

HOW WE CREATE VALUE

Our people

Through a purpose driven culture underpinned by our values,

we aim to create an environment that provides our people with

opportunities to thrive. Our success is the result of our diverse, skilled

and engaged workforce, aligned and focused to deliver on our

purpose and strategy. We are committed to the wellbeing and safety

of our people and are continuing to develop systems and processes

to identify, control, report, investigate and monitor health and safety

risks and actions across the business.

INPUTSCOMPANY OVERVIEWGOALS

Our brand

Our trusted brand, our proprietary know-how and A2 protein

expertise are our most valuable assets. We are committed to

maintaining and growing these assets with appropriate investment.

Through ongoing science and research programmes, we are

deepening our expertise and advancing global understanding

of the potential health benefits of a2 Milk

TM

.

Our environment

Access to natural resources and a thriving agricultural sector

that supports healthy ecosystems is fundamental to our

business. We recognise that climate change and pressures on

agricultural and food systems present a systemic challenge for

our world – and we are committed to finding unique and high

impact solutions across our value chain to help address these

challenges. Appropriately meeting this challenge will enable

us to continue providing premium a2 Milk

TM

based products

to our consumers and long-term value to our shareholders.

Our supply chain

Complementing our own fresh milk and nutritionals

production capability, we work closely with our suppliers and

farming community to maintain a reliable and responsible

sourcing and manufacturing supply chain. We believe this is

critical to our long-term success.

Our communities

We support communities in our key regions of New Zealand,

Australia, China and the USA with a focus on proactive

wellness to nourish the lives of children and families and help

them to thrive.

Our finances

The Company carefully balances investment in its supply

chain and distribution through both strategic partnerships and

direct ownership. Combined with the rapid growth of its premium

products, this approach has enabled the Company to build a

strong and robust balance sheet, which, guided by its capital

management framework, provides financial capital for the

Company to deploy in the pursuit of its strategic objectives.

PEOPLE

Create a safe, diverse, inclusive

and engaging place for our

people to thrive, support our

farmers and contribute to

our communities.

Page 32

PLANET

Protect our planet and cows,

rethink packaging, achieve

net zero and become nature

positive.

Page 36

CONSUMERS

Bring the unique benefits of

pure and natural a2 Milk

TM


to

as many consumers as possible.

Page 40

SHAREHOLDERS

Create long-term, enduring value

for shareholders and a trusted,

transparent relationship.

Page 44

Competitive

intensity

Evolving

technology

Strategic

partnerships

Talent and

culture

Social licence

to operate

Doing business

in international

markets

Major

international

events

Page 18Page 32

Page 25

Page 26

Page 27

Page 28

Page 28

Page 29

Page 29

Page 30

Page 31

The sale of

nutritional

food products

RISKS AND

OPPORTUNITIES

PURPOSE

We pioneer

the future of

Dairy for good

Page 22

VISION

An A1-free world

where Dairy

nourishes all

people and our

planet

STRATEGIC

PRIORITIES

– Invest in people and

planet leadership

– Capture full potential

in China IMF

– Ramp-up product

innovation

– Transform our supply

chain

– Accelerate path to

profitability in USA

and MVM

VALUES

– Bold passion

– Pioneering spirit

– Humility

– Respect

– Integrity

Climate

and nature

17
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Our people

Through a purpose driven culture underpinned by our values,

we aim to create an environment that provides our people with

opportunities to thrive. Our success is the result of our diverse, skilled

and engaged workforce, aligned and focused to deliver on our

purpose and strategy. We are committed to the wellbeing and safety

of our people and are continuing to develop systems and processes

to identify, control, report, investigate and monitor health and safety

risks and actions across the business.

INPUTSCOMPANY OVERVIEWGOALS

Our brand

Our trusted brand, our proprietary know-how and A2 protein

expertise are our most valuable assets. We are committed to

maintaining and growing these assets with appropriate investment.

Through ongoing science and research programmes, we are

deepening our expertise and advancing global understanding

of the potential health benefits of a2 Milk

TM

.

Our environment

Access to natural resources and a thriving agricultural sector

that supports healthy ecosystems is fundamental to our

business. We recognise that climate change and pressures on

agricultural and food systems present a systemic challenge for

our world – and we are committed to finding unique and high

impact solutions across our value chain to help address these

challenges. Appropriately meeting this challenge will enable

us to continue providing premium a2 Milk

TM

based products

to our consumers and long-term value to our shareholders.

Our supply chain

Complementing our own fresh milk and nutritionals

production capability, we work closely with our suppliers and

farming community to maintain a reliable and responsible

sourcing and manufacturing supply chain. We believe this is

critical to our long-term success.

Our communities

We support communities in our key regions of New Zealand,

Australia, China and the USA with a focus on proactive

wellness to nourish the lives of children and families and help

them to thrive.

Our finances

The Company carefully balances investment in its supply

chain and distribution through both strategic partnerships and

direct ownership. Combined with the rapid growth of its premium

products, this approach has enabled the Company to build a

strong and robust balance sheet, which, guided by its capital

management framework, provides financial capital for the

Company to deploy in the pursuit of its strategic objectives.

PEOPLE

Create a safe, diverse, inclusive

and engaging place for our

people to thrive, support our

farmers and contribute to

our communities.

Page 32

PLANET

Protect our planet and cows,

rethink packaging, achieve

net zero and become nature

positive.

Page 36

CONSUMERS

Bring the unique benefits of

pure and natural a2 Milk

TM


to

as many consumers as possible.

Page 40

SHAREHOLDERS

Create long-term, enduring value

for shareholders and a trusted,

transparent relationship.

Page 44

Competitive

intensity

Evolving

technology

Strategic

partnerships

Talent and

culture

Social licence

to operate

Doing business

in international

markets

Major

international

events

Page 18Page 32

Page 25

Page 26

Page 27

Page 28

Page 28

Page 29

Page 29

Page 30

Page 31

The sale of

nutritional

food products

RISKS AND

OPPORTUNITIES

PURPOSE

We pioneer

the future of

Dairy for good

Page 22

VISION

An A1-free world

where Dairy

nourishes all

people and our

planet

STRATEGIC

PRIORITIES

– Invest in people and

planet leadership

– Capture full potential

in China IMF

– Ramp-up product

innovation

– Transform our supply

chain

– Accelerate path to

profitability in USA

and MVM

VALUES

– Bold passion

– Pioneering spirit

– Humility

– Respect

– Integrity

Climate

and nature

18

































A

U

S

T

R

A

L

I

A


&


N

E

W


Z

E

A

L

A

N

D

CHINA & OTHER ASIA

Revenue

EBITDA

Market size

Supply chain

Our people

Product Portfolio

$726m

$145m

China IMF market

$47 billion

1

– China State Farm importation

agent and master distributor

– 110 distributors

107 (full time equivalent)

NORTH AMERICA

Revenue

EBITDA

Market size

Supply chain

Our people

Product Portfolio

$83m

($37m)

USA premium milk market

$4.3 billion

3


– Three third party

processing relationships

– 9 farmer suppliers

31 (full time equivalent)

AUSTRALIA & NEW ZEALAND

Revenue

EBITDA

Market size

Supply chain

Our people

Product Portfolio

$637m

$154m

Australian liquid milk market

$1.9 billion

2

plus cross-border

access to China market

Australia (Liquid Milk)

– Smeaton Grange (a2MC)

– Kyvalley (a2MC)

– 4 third-party processing

relationships

– 25 farmer suppliers

New Zealand (Nutritionals)

– 75% interest in

Mataura Valley Milk

– 19.8% interest in

Synlait Milk

– 209 farmer suppliers


289 (full time equivalent)

C

H

I

N

A


&


O

T

H

E

R


A

S

I

A

























































































































































































N

O

R

T

H


A

M

E

R

I

C

A

Strategic partners

Strategic partners

Licensee fresh milk

New Zealand

Licensee fresh milk

Canada

COMPANY OVERVIEW

18

Part of The a2 Milk Company

BUILDING A SUSTAINABLE GROWTH BUSINESS

19
THE

a2 MILK COMPANY ANNUAL REPORT 2022


































A

U

S

T

R

A

L

I

A


&


N

E

W


Z

E

A

L

A

N

D

CHINA & OTHER ASIA

Revenue

EBITDA

Market size

Supply chain

Our people

Product Portfolio

$726m

$145m

China IMF market

$47 billion

1

– China State Farm importation

agent and master distributor

– 110 distributors

107 (full time equivalent)

NORTH AMERICA

Revenue

EBITDA

Market size

Supply chain

Our people

Product Portfolio

$83m

($37m)

USA premium milk market

$4.3 billion

3


– Three third party

processing relationships

– 9 farmer suppliers

31 (full time equivalent)

AUSTRALIA & NEW ZEALAND

Revenue

EBITDA

Market size

Supply chain

Our people

Product Portfolio

$637m

$154m

Australian liquid milk market

$1.9 billion

2

plus cross-border

access to China market

Australia (Liquid Milk)

– Smeaton Grange (a2MC)

– Kyvalley (a2MC)

– 4 third-party processing

relationships

– 25 farmer suppliers

New Zealand (Nutritionals)

– 75% interest in

Mataura Valley Milk

– 19.8% interest in

Synlait Milk

– 209 farmer suppliers


289 (full time equivalent)

C

H

I

N

A


&


O

T

H

E

R


A

S

I

A

























































































































































































N

O

R

T

H


A

M

E

R

I

C

A

Strategic partners

Strategic partners

Licensee fresh milk

New Zealand

Licensee fresh milk

Canada

1. FY21 Market size based on a2MC internal estimation approach

2. FY21 Australian supermarket milk retail sales in NZD Source: IRI Australian

Grocery Weighted Scan for the 12-months ending 30 June 2021

3. Source: SPINS US MULO, USA FY21 retail milk sales in the premium

segment in NZD

BUILDING A SUSTAINABLE GROWTH BUSINESS
20

COMPANY OVERVIEW

Who we are

The a2 Milk Company is a dairy nutritionals company, fuelled by

its purpose to pioneer the future of dairy for good. The Company

was founded in 2000 in New Zealand by scientist Dr Corran

(Corrie) McLachlan and his business partner, Howard Paterson,

who recognised that not all milk is the same. Dr Corrie McLachlan

joined Sir Robert (Bob) Elliot – who had earlier discovered that

proteins in milk affect people differently – to pioneer research to

understand these differences better.

Originally all cows’ milk contained only the A2 protein type. The

A1 protein arose through a genetic mutation over many years.

Today, most regular milk contains a mixture of A1 and A2 proteins.

Results of several published peer-reviewed human clinical trials

have shown that A1 protein can cause digestion issues for some

people. A scientific and proprietary way to identify cows that

naturally produce A1 protein free milk was also discovered.

Today, The a2 Milk Company continues to pioneer this science

and research, bringing A1 protein free milk to the world, allowing

more consumers to enjoy its unique digestive and other potential

health benefits.

The Company produces a portfolio of products made with milk

from specially selected cows that naturally produce milk containing

only the A2 beta casein protein type and no A1. These products

include fresh milk, ultra-heat treatment (UHT) milk, extended shelf

life (ESL) milk, infant milk formula (IMF), milk powders (including

instant whole and skim milk powder) and other dairy nutritional

products primarily for the New Zealand, Australia, China and


North American markets.

The Company’s primary business activities are:

—China and Other Asia: Sales of China label and English


label IMF, liquid milk and other nutritional products in offline

stores and domestic and cross-border e-commerce channels.

—ANZ: Sales of English label IMF and other nutritional products

through reseller and retail channels, and sales of liquid milk

across Australian and New Zealand retail channels.

—North America: Sales of liquid milk products across


the United States of America and Canada.

—Mataura Valley Milk: Production of nutritional and

commodity products in New Zealand.

PURPOSE – WHY WE EXIST AND THE IMPACT WE CAN HAVE ON THE WORLD

The a2 Milk Company’s purpose talks to the positive

impact the Company can have. Our Purpose lives at the

intersection of the Company’s unique strengths and

what the world needs.

WE PIONEER

THE FUTURE

OF DAIRY

FOR GOOD

To be continually at the

forefront of change

Using the processes and

products available today

and being open to what

dairy could become

tomorrow

FOR THE GOOD OF

People

— Our consumers


(healthy and tasty nutrition)

— Our team


(motivated and engaged)

— Our farmers


(sustainable partners)

Planet

— Animal welfare


(best practice)

— GHG emissions (net zero)

— Nature positive


(thriving ecosystems)

— Sustainable packaging

21
THE

a2 MILK COMPANY ANNUAL REPORT 2022

VISION – THE KIND OF POSITIVE FUTURE THE COMPANY WANTS TO HELP CREATE

AN A1-FREE WORLD

WHERE DAIRY

NOURISHES ALL

PEOPLE AND

OUR PLANET

In combination with

other foods, dairy

can help deliver on

people’s complete

nutritional needs

Dairy helps nourish

consumers, farmers

and communities


to take advantage

of opportunities to

live their best lives

Opportunity for more

consumers to experience

the digestive and other

potential health benefits

of A1 protein free milk

Dairy has the

potential to be


GHG net zero and

nature positive

Pioneering

spirit

Unconventional

open-minded thinking

that re-imagines the

possibilities –


outcome driven.

Bold passion

Driven to realise our

amazing potential as


a company and

as individuals.

Humility

We’re never done

growing, discovering;

and have a willingness

to continually iterate

and learn.

Respect

Seek to

understand and

appreciate difference

in all its forms.

Integrity

We do the

right thing for our

consumers, partners,

people... and


our cows.

VALUES

BUILDING A SUSTAINABLE GROWTH BUSINESS
22

STRATEGY

Adapting our growth strategy

During FY22, The a2 Milk Company undertook a holistic review

of its market, brand, product and distribution opportunities and

announced its refreshed growth strategy in October 2021.

Through this review, the Company has set clear goals for the

business in four primary areas: People, Planet, Consumers

and Shareholders, to ensure that in addition to achieving its

commercial ambitions, it is also actively working to deliver

its sustainability priorities and is executing in a way that

further develops a trusted and transparent relationship with

its shareholders.

The Company’s growth strategy centres on five key

priorities:

—Invest in people and planet leadership: While the

Company’s primary commercial objective is to deliver its full

potential in China IMF, critical to doing so is ensuring it has

thriving, high performing teams to execute its strategy. The

Company has also elevated investment in planet leadership to

sit amongst its top strategic priorities, by taking direct action

to lead the industry, particularly in GHG emissions reduction,

farming practices and sustainable packaging. The Company

has also started the journey to become more focused on

supporting healthy ecosystems through nature positive

initiatives.

—Capture full potential in China IMF: To achieve its

commercial ambitions, at this stage the Company remains

primarily focused on capturing its opportunity in IMF in

the China market. To accomplish this, the Company has

identified that it must increase control over its China label (CL)

and English label (EL) distribution, get closer to consumers,

continue to increase investment in its brand, and further invest

in its digital marketing and e-commerce capability.

—Ramp-up product innovation: While the Company has

historically been focused on a narrow product range, to

continue to drive growth in IMF and beyond, it will be

important to expand its portfolio both in China label and

English label IMF, as well as entering adjacent product

categories in key markets.

—Transform our supply chain: Connected to its IMF and

innovation ambitions, the Company will need to transform its

supply chain. This includes obtaining additional China label

IMF registrations, increasingly leveraging its manufacturing

capability at Mataura Valley Milk Limited (MVM), partnering

with new suppliers to deliver new products and, over time,

developing supply capability in China.

—Accelerate path to profitability for MVM and USA: To

maximise investment in China and to improve Group return on

sales, the Company needs to ensure it accelerates the paths to

profitability for each of the USA and MVM. The Company is

targeting achieving this during FY26 or sooner.

PurposeWe pioneer the future of Dairy for good

An A1-free world where Dairy nourishes all people and our planet

Vision

Goals

Strategic

priorities

Enablers

Values

PEOPLE

Create a safe, diverse,

inclusive and engaging

place for our people to

thrive, support our farmers

and contribute to our

communities

PLANET

Protect our planet and cows,

rethink packaging, achieve

net zero and become nature

positive

CONSUMERS

Bring the unique benefits

of high quality, pure and

natural a2 Milk™ to as many

consumers as possible

SHAREHOLDERS

Create long-term, enduring

value for shareholders

and a trusted, transparent

relationship

Bold passionPioneering spiritHumilityRespectIntegrity

Brand strengthScience and innovationStrategic relationshipsCapability development

Invest in people and

planet leadership

– Invest in our people

to enable them to

thrive

– Take direct action

to lead the industry

in GHG emissions

reduction, farming

practices and

sustainable packaging

1

Capture full potential

in China IMF

– Gain more control

over CL and EL

distribution and

get closer to our

consumers

– Increase investment

in our brand, digital

marketing and

e-commerce

2

Ramp-up product

innovation

– Expand our CL and

EL IMF product

portfolios

– Enter adjacent

product categories in

relevant markets to

drive growth

3

Transform our

supply chain

– Expand CL registered

market access

– Utilise MVM and

invest in New

Zealand capability

– Develop China supply

capability over time

4

Accelerate path

to profitability

– Take action to realise

potential in USA

– Expedite insourcing

of a2™ products

and third party

nutritional volume to

significantly increase

MVM profitability

5

23
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Financial measures of success

The Company’s medium-term ambition is to grow sales from

$1.2 billion in FY21 to approximately $2 billion in the next five or

more years (FY26+) and to deliver EBITDA margins in the ‘teens’.

The sales ambition is expected to be predominantly driven by

growth in China label and English label IMF as well as other

nutritional products sold in China.

The key drivers for the sales growth are:

—Increasing share of China label infant nutrition

—Supporting English label channel recovery post


COVID-19 and executing strategy to gain share

—Growing other dairy and nutritional products in


China through innovation and distribution growth

—Growing in existing and new emerging markets

—Expanding in milk and adjacent categories in ANZ and the USA

While the Company’s ambition is to improve EBITDA margins over

time, in the medium-term it is anticipated to be in the ‘teens’ due

to a range of factors. This includes China IMF market conditions

and channel dynamics, mix of business (IMF channel mix and

overall product mix), investment levels in brand and capability,

timing and investment required to deliver the Company’s priorities

around its supply chain transformation, and achieving profitability

in the USA and at MVM.

There are also key macro uncertainties that may impact


the future outlook, including:

—How the China birth rate will evolve and the impact policy

changes may have on this

—The extent and pace of recovery in cross-border trade post

COV ID -19

—How the competitive landscape will evolve in China including

the outcome of the new GB registration process

—The extent and pace of change in consumer product and

channel preferences

—How the China regulatory framework and international

relations may evolve and impact trade

1 Total Recordable Injury Frequency Rate (TRIFR)

Because of these uncertainties, it is very difficult to define future

state targets and when they will be achieved – the path is also

unlikely to be linear. Accordingly, future results may be materially

different to the Company’s ambition.

Non-financial measures of success

The Company is also focused on several medium-term non-

financial measures of success over time, as summarised in the

image below.

With regards to its people, the Company is targeting below 10

for its safety TRIFR

1

, improving its employee engagement score

to above 80%, and maintaining its diversity and inclusion rating,

which scored 4 out of 5 across the organisation in the Company’s

most recent engagement survey.

The Company is committed to minimising its impact on the planet

and improving a variety of areas to become a more sustainable

business. This includes targeting net zero emissions for Scope 1

and 2 by 2030 and Scope 3 by 2040, targeting 100% completion

of Farm Environmental Plans and Certified Animal Welfare

Programmes by the end of calendar year 2023 and targeting 100%

reusable, recyclable or compostable packaging with 50% average

recycled content by 2025.

The Company has also set brand health, market share, and

innovation targets to deliver on its Consumer goals. For

brand health, the Company is targeting greater than 25% for

unprompted awareness in China, loyalty of greater than 40% in

Australian fresh milk, and household penetration above 10% in the

USA in the premium milk segment.

Across market share, the Company is working to become a top

five China label IMF player with greater than 5% market share and

to have the leading English label IMF range with market share for

that range of greater than 25%. For its liquid milk business, the

Company is targeting greater than 15% market share in Australia

and greater than 5% in the premium milk segment in the USA.

For innovation, the Company is looking to secure three or more

China label registrations while also expanding its English label IMF

portfolio to grow its overall China IMF business. Additionally, the

Company is looking to drive $200 million in incremental revenue

from dairy and other nutritionals in China while also driving 25% of

sales from new products in Australia and the USA.

PEOPLEPLANETCONSUMERSSHAREHOLDERS

Safety TRIFR

1

<10

with continuous

improvement

Engagement >80%

Diversity and

inclusion rated

>4 out of 5

by team

GHG emissions

reduction

– Scope 1+2 net zero

by 2030

– Scope 3 net zero

by 2040

100% completion of

Farm Environmental

Plans and Certified

Animal Welfare

Programmes

100% reusable,

recyclable or

compostable

packaging with

50% average

recycled content

Brand health

China unprompted

awareness >25%

Australian fresh

milk loyalty >40%

USA household

penetration >10%

in premium milk

Market share

Top-5 IMF player in

China with share

>5%

Leading EL IMF range

in China with share

>25%

Australian fresh

milk share >15%

USA premium

milk share >5%

Incremental $100m

revenue from existing

and new emerging

markets

Innovation

Access to ≥3 CL

registrations

Expanded EL IMF

portfolio

Incremental $200m

in revenue from dairy

and other nutritionals

to China

>25% of sales from

new products in

Australia and USA

Medium-term sales

ambition (≥5 years

from FY21) of ~$2.0b

Targeting EBITDA

margins in the ‘teens’

in the medium-term

Medium-term measures of success

BUILDING A SUSTAINABLE GROWTH BUSINESS
24

STRATEGIC

OBJECTIVES/GOALS

KEY SOURCES OF RISK AND OPPORTUNITY

The Company has identified nine sources of risk

and opportunity relevant to its business activities.

Major

international

events

Climate and

nature

The sale of

nutritional

food

products

Talent and

culture

Doing business

in international

markets

Social licence

to operate

Competitive

intensity

Strategic

partnerships

Evolving

technology

The Company recognises that the

management of risks and opportunities

is an inherent part of actively growing

and developing the business.

Effective risk management anticipates risk, develops strategies

to manage risk and enables the Company to capitalise on

opportunities, which is critical to sustainable, long-term


value creation.

The a2MC Risk Management Policy outlines the programme

the Company has implemented to deliver appropriate risk

management within its processes, systems, culture and decision

making. A copy of the Risk Management Policy is available at

www.thea2milkcompany.com/corporate-governance.

Governance of risk

The Board is responsible for the overall system of internal

control and has delegated responsibility for ensuring that the

Company maintains effective risk management and internal

control systems and processes to the Audit and Risk Management

Committee. The Audit and Risk Management Committee reviews

the risk profile including material business risks and provides

regular reports to the Board on the operation of the internal

control system.

The Company’s management is responsible for designing and

implementing risk management and internal control systems

which identify material risks for the Company and aim to provide

the Company with warnings of risks before they escalate.

Management implements the action plans developed to address

material business risks across the Company.

Management regularly monitors and evaluates the effectiveness

of the action plans. In addition, management promotes and

monitors the culture of risk management within the Company

and compliance with the internal risk control systems and

processes. Management reports regularly to the Board regarding

the status and effectiveness of the risk management programme.

The Committee and management may also refer particular risk

management issues to the Board for final consideration


and direction.

RISKS AND OPPORTUNITIES

The following summary provides an overview of each key source,

including key economic, environmental and social risks with the

potential to materially impact the Company’s ability to achieve


its objectives. It also summarises how the Company is responding

to those risks, as well as associated opportunities.

Approach to risk management

Our approach to risk management is anchored to ISO 31000

principles to ensure that robust foundations support our processes

and procedures and, in doing so, this allows the Board to fulfil its

governance responsibilities by making a balanced assessment of

the risk management process. Risks are identified, assessed and

monitored through regular workshops with senior management

and the Audit and Risk Management Committee on a regular

basis. Mitigating actions and controls are designed to limit the

likelihood of key risks occurring, as well as the associated impact


if these risks do occur.

Our risk management approach evolves continually as we identify,

assess, mitigate, and monitor both financial and non-financial

risks that may affect our ability to achieve our strategic objectives.

25
THE

a2 MILK COMPANY ANNUAL REPORT 2022

The sale of nutritional food products

a2MC supplies food products for human consumption, including complex nutritional products for

consumption by infants and children. As a result, the Company is inherently exposed to potential

product quality, food safety and/or food integrity events.

Key RisksKey Responses

—Genuine, perceived, or alleged

contamination, or unsafe products

—Priority focus on food safety and quality management

—Food safety and quality systems audited by accredited

third-party verification agencies

—High-quality third-party manufacturing partners

—Rigorous positive release protocols (comprehensive testing of product

quality and integrity prior to the release of finished product)

—Traceability systems

—Product innovation and technology to enhance product security

—Testing of certain distributed products in selected markets

—Dedicated customer careline covering all active markets

Key Opportunities

An increasingly health-conscious society combined with the size and enduring nature of the nutritional food category provides

significant opportunity to:

—Leverage our pioneer status to promote the benefits of products made with a2 Milk™

—Assert the Company’s competitive advantage in beta casein testing and technology (our True a2™ ecosystem – page 43)

—Continually advance an uncompromising, unrivalled and renowned Quality Assurance programme

—Maximise the potential of our existing product portfolio in key markets

—Explore opportunities to expand our existing product portfolio, and enter adjacent product categories to drive growth

BUILDING A SUSTAINABLE GROWTH BUSINESS
26

Doing business in international markets

With the Company’s expanding geographical footprint, it is exposed to various risks and opportunities

associated with conducting business in international markets.

Key RisksKey Responses

Failure to renew the SAMR product registration

1


for China label infant nutrition:

—Extension of existing GB registered product

from September 2022 to February 2023;

and/or

—Approval of GB registration for new

formulation

—Close partnership with infant nutrition manufacturer, Synlait Milk Limited

(Synlait), which holds GACC

2

and SAMR registrations allowing canned

formula to be exported to and sold into the China market

—Supported Synlait to complete and submit SAMR China label IMF new


GB registration dossiers for all stages with site audit timing to be confirmed

—Operational plans in place to navigate orderly transition to newly registered

China label product

—Changing macro trends (including

demographic, economic and social trends),

which can impact the size of addressable

markets and/or the complexity of operating

in those markets (e.g. decline in birth-rate

in China)

—Continued strong investment in brand to grow share

—Agile approach to the execution of sales and marketing programmes,

adjusting where appropriate to reflect shifts in consumer and

channel dynamics

—Leverage multi-label, multi-channel portfolio to broaden distribution

and consumer reach (including into lower-tier cities in China)

—Exploring opportunities to expand our China label and English label

infant nutrition product portfolios; and enter adjacent product categories


to drive growth

—Geopolitical tension and regulatory

environments influencing channels to

market, market access, product registrations,

trade tariffs, taxes, and quotas

—Strong understanding of local standards, regulations and guidelines,

supported by expert in-market advisory

—Strong strategic and collaborative partnerships with Chinese State-owned

enterprises

—A multi-product, multi-channel route to market strategy for the sale of infant

nutrition into China

—Foreign currency exchange rate volatility —Treasury management activities, providing oversight and monitoring of foreign

currency exposures with some cash flow hedging

—Multilayered, complex, and opaque route

to market channels

—Actions taken to simplify and delayer our English label infant milk formula

distribution network, supported by more transparent partner relationships

Key Opportunities

Doing business in international markets provides the opportunities for us to fulfil our strategic goal to ‘bring the unique benefits of

pure and natural a2 Milk

TM

to as many consumers as possible’. These include:

—Significant further growth potential of infant nutrition and other products in China, the largest and most attractive market for

infant nutrition globally

—Exposure and potential entry to large and attractive new markets

—Ability to leverage the unique benefits of a2 Milk

TM

to ‘cut through’ to consumers in international markets

—Operational resilience through developing and leveraging enduring strategic relationships

—‘Experience sharing’ of consumer and product insights across markets

1 Registration achieved by Synlait and given by China’s State Administration of Market Regulation (SAMR) in September 2017 for the Company’s China label

infant nutrition. SAMR requires registration to be held in the name of the manufacturer as opposed to the brand owner.

2 General Administration of Customs of the People’s Republic of China.

RISKS AND OPPORTUNITIES CONTINUED

27
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Major international events

The COVID-19 pandemic continues to cause unprecedented social, economic and supply chain

disruptions globally. Recent international conflicts have also reshaped the global energy market, and

contributed to major global food shortages and increasing rates of inflation globally. Additionally,

potential outbreaks of animal diseases are a risk for the business.

Key RisksKey Responses

—Route to market disruption and transport

cost volatility

—Continued close cooperation with Synlait to maintain continuity of infant milk

nutrition supply, and third-party suppliers in Australia and the USA to maintain

continuity of liquid milk supply

—Increased warehousing locations in China to mitigate against disruptions

caused by lockdowns associated with COVID-19

—Enhanced inventory surveillance and reporting to maintain stock control

and availability through the supply chain

—Health and wellbeing of our people —Adoption of robust infection control protocols in line with all relevant

government requirements, particularly across the Company’s

manufacturing facilities

—Inflationary pressures creating volatility

in operating costs and availability of

ingredients and raw materials

—Use of long-term milk supply agreements in certain markets

—Forward procurement of key ingredients to stabilise price and ensure

availability

—Multiple sources of supply for certain ingredients

—Strong premium brand providing platform for cost recovery to varying extent

through wholesale price adjustments

—Potential animal disease incursions

impacting the ability to supply export

markets

—Assist farmers with farm biosecurity plans and preparedness

—Business Continuity and Crisis Management frameworks and procedures

including simulations to mimic real life events such as animal disease outbreaks

Key Opportunities

Our response to global events provides opportunities to enhance our profile in existing markets, and provide support to disrupted

markets.

—Consumer share gain opportunities through ensuring product availability in a supply-constrained environment

—Our Company structure provides agility to rapidly respond to global events

—New market/product opportunities

BUILDING A SUSTAINABLE GROWTH BUSINESS
28

Competitive intensity

a2MC has experienced significant growth over recent years, driven predominantly by the success of

its infant nutrition businesses in Australia and China and liquid milk businesses in Australia and the

USA. This success has inspired others to compete with a2MC in the A2 beta casein protein segment.

Key RisksKey Responses

—Market share erosion in core markets due

to domestic brands’ potential to resonate

and connect more effectively with local

consumers than international brands

—Significant and ongoing investment in brand building activities globally

—Use of consumer and health care professional education to ensure clear

understanding of the unique A2 protein proposition and benefits

—Significant and ongoing investment in science, nutrition and innovation globally

to ensure we deliver unique consumer value propositions in all our markets

underpinned by our proprietary know-how and quality processes

—Regular monitoring of market share data and consumer/shopper insights,

preferences, and expectations

—Continued investment in intellectual property to expand the Company’s

trademark and patent portfolio

—Infringements of our intellectual property

rights resulting from third-party conduct

or claims against such IP rights

—Monitoring infringement of the Company’s IP and taking action to protect it

—Counterfeit products —Processes and technology to identify and manage potential counterfeit products

including the use of external agencies and in-market authentication testing

—Development of the True a2

TM

ecosystem, which includes independent product

audits and QR code verification systems to ensure products are of the highest

quality and safety (see True a2

TM

page 43)

Key Opportunities

While competitive intensity can present market share erosion risks, it also expands consumer awareness and engagement with the

benefits of a2 Milk

TM

, encourages opportunities in relation to product innovation, and allows a2MC to further leverage its ‘pioneer’

and premium brand status. Opportunities exist to:

—Emphasise our proprietary know-how and quality processes to deliver A2 protein products that are of unrivalled quality

—Invest in science, nutrition and innovation to continue to pioneer the future of dairy and explore new opportunities

—Drive awareness and education of our unique A2 protein proposition and benefits to increase our consumer base

Climate and nature

Being heavily dependent on agricultural inputs, a2MC is exposed to short, medium and long-term

climate and environmental risks including physical risks resulting from acute and chronic changes in

climate, and transition risks resulting from regulatory, or market pressures associated with on-farm

emissions (see Task Force on Climate-related Financial Disclosures page 47).

Key RisksKey Responses

—Climate change effect on

biodiversity, soil, ecosystems,

water access and uncertainty

in carbon pricing, quality and

availability of raw materials and

ingredients

—Establishing baselines and setting targets across GHG emissions, energy and water

consumption, waste-to-landfill and product packaging (see pages 36 to 39)

—Sourcing milk from diversified milk pools within New Zealand, Australia and the USA and

incorporating climate impacts into future sourcing strategies

—Investing in new technologies and emissions reduction initiatives

—Global framework for farm environmental plans, addressing the most material aspects of

environmental management in the dairy industry

—Farmer grant programmes to support farmer-led sustainable dairy farming projects

Key Opportunities

Acknowledging climate and nature risks provides significant opportunity for the Company to play a leading role in driving industry

change. Building trust with increasingly climate aware consumers and ensuring climate scenarios and modelling are considered in

medium-term and long-term strategic planning to develop operational resilience. Opportunities exist to:

—Develop operational resilience by incorporating climate and nature scenario modelling into long-term strategic planning

—Strengthen brand and social positioning via a leadership position in GHG emissions reduction, recyclable packaging and

farming practices

—Realise increased productivity and efficiency via new technologies and practices that lower emissions and environmental impact

—Enhance our climate risk modelling and Task Force on Climate-related Financial Disclosures (TCFD) reporting and early adoption of

the voluntary Taskforce of Nature-Related Financial Disclosures framework

RISKS AND OPPORTUNITIES CONTINUED

29
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Strategic partnerships

The Company’s success has been underpinned by relationships with key strategic partners, including

critical supply and distribution partners. As a result, the business is inherently exposed to the

operations of key partners changing in a material way, or as the result of one or more partners

reprioritising their support for a2MC.

Key RisksKey Responses

—Disruption to key partner operations

impacting supply and/or access to critical

markets

—A broad range of strategic partner relationships have been developed over time

—Long-term partnership with dairy nutritionals manufacturer, Synlait,

complemented by the Company’s equity interest in that business (and in which

Bright Dairy, a multinational food and beverage company headquartered in

China has a 39.0% interest)

—Acquisition of MVM providing supplier geographical diversification

—Strong partnership with China State Farm Holding Shanghai Co., Ltd,


a2MC’s exclusive import agent for its China label products

—Strengthened relationship with key partners in China via MVM acquisition,

forming a joint venture with China Animal Husbandry Group

—Key partners reprioritising their support for

a2MC or failing to act ethically or in line

with a2MC’s values

—Multiple milk processors contracted in Australia and the USA, mitigating reliance

on a single processor in these regions

—A controlling 75% interest in MVM acquisition supports growth of the

Company’s nutritionals business and further strengthens our relationship with

China National Agriculture Development Group Corp

—Actions taken to simplify and delayer our English label infant milk formula

distribution network, supported by more transparent partner relationships

—Ability to ensure timely supply of finished

products to customers

—Ongoing access to milk pools that exceed the Company’s current usage

requirements

—Access to manufacturing capacity that exceeds current usage requirements

Key Opportunities

Our key partnerships provide significant opportunities including:

—Access to high quality manufacturing capacity to support growth ambitions

—Access to international markets (including opportunities to expand product registrations)

—Opportunities to diversify supply chain partners over time to build operational resilience

Evolving technology

Technology is used by a2MC to process transactions, manage stock, manage product purchases and

deliveries and manage operational production amongst other functions. Uninterrupted availability of

the technology solutions is a crucial element of the value creation chain.

Key RisksKey Responses

—Cyber attacks (including ransomware)

—Unauthorised disclosure of or loss of

confidential data/information

—Improved cyber security systems and protections, including restricting

access to sensitive data, conducting regionally-specific cyber security audits,

implementing more sophisticated cyber tracking and monitoring tools

—Reliability/stability of critical applications —Transitioned to Tier 1 cloud-based enterprise resource planning (ERP) software

and reduced the number of applications in use across the business

Key Opportunities

Advances in technology also present significant opportunities, including:

—Digital platforms that support consumer engagement and marketing initiatives

—Real-time data to drive insights and informed decision making

—The use of product technology including traceability systems

—Increased automation of manufacturing and distribution processes over time

BUILDING A SUSTAINABLE GROWTH BUSINESS
30

Talent and culture

The Company relies on the talent and wellbeing of its people and the effectiveness of its culture

for success. The loss of business-critical skills or the inability to identify, attract and retain qualified

people could have a direct impact on managing business operations successfully.

Key RisksKey Responses

—Physical and psychological

health, safety and wellbeing

—Invested further in resourcing structures to ensure capacity supports business needs

—Implemented an integrated safety management framework, deployed through education,

leadership and establishment of revised safety standards across all sites and operations

—Established a Head of Workplace Health and Safety role

—Established numerous wellbeing initiatives (see People section, from page 32)

—Loss of business-critical skills

and/or corporate knowledge

—Alignment of remuneration to market benchmarks, Company objectives and risk tolerances

—Reduced workforce capacity

and productivity, and people

capability

—Commenced the ‘Thrive’ leadership programme with the Executive Leadership Team and

Senior Leaders as well as ‘Situational Leadership’ training for leaders at all levels

—Investment in training and career development programmes

—Succession planning to ensure continuity of knowledge, skills and experience

Key Opportunities

Providing a safe, diverse, inclusive and engaging working environment is foundational to attracting, developing and retaining talent,

which in turn is critical to sustainable growth. Opportunities exist to:

—Amplify the unique attributes of working at a2MC and aim to be the employer of choice in the sector

—Nurture the inherent energy, passion and enthusiasm that working for a trusted and unique brand attracts

—Promote the employee experience, foster a learning environment, and celebrate diversity and inclusion

—Cultivate our purpose-driven culture

RISKS AND OPPORTUNITIES CONTINUED

31
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Social licence to operate

Acting and operating in an ethical manner, consistent with the expectations of our shareholders,

customers, consumers, suppliers, regulators, governments, communities and other stakeholders

protects our reputation and economic sustainability. A real or perceived abuse of our social licence to

operate could result in significant brand damage, financial loss, and the loss of strategic partnerships.

Key RisksKey Responses

—Non-compliant or

substandard animal welfare

practices

—The Company’s animal welfare programme aligns to globally recognised frameworks for

Animal Health and is evolving from the Five Freedoms Model to the Five Domains Framework

of animal welfare (refer to page 37)

—Responsible marketing

breaches (eg promotion of

breast milk substitutes)

—Signatory to the Marketing in Australia of Infant Formula: Manufacturers and Importers

Agreement 1992 (MAIF Agreement) (refer to page 42)

—Cross-functional approval process implemented (including regulatory and legal review) prior


to publication of marketing material

—Modern slavery in the supply

chain (refer to page 34)

—Modern slavery risk management programme, with annual Modern Slavery Statement

submissions

—Corporate values and a suite of corporate codes and polices developed and embedded

(including a Code of Conduct and a responsible sourcing policy)

—Potential bribery and

corruption allegations

—Corporate values and a suite of corporate codes and polices developed and embedded

(including an Anti-bribery and corruption policy and gifts and benefits policy)

—Water usage, waste water

and water pollution

—Establishing baseline and setting targets across water

—Water use monitoring systems in place at MVM and Smeaton Grange milk processing site

—Undertaking water usage reduction projects and utilisation of a waste-water treatment system

on-site at Smeaton Grange, with liquid waste products returned to farms and used as fertiliser

—Farmer grant programmes to support farmer-led sustainable dairy farming projects

Key Opportunities

Our purpose to ‘pioneer the future of dairy for good’ refers to a significant leadership opportunity to do business the ‘right way’ and

exceed stakeholder expectations in doing so. This includes:

—Aspire to lead the market in making a positive contribution to society. For example to set and monitor industry leading standards

for animal welfare on a2MC product supplier farms and to commit to engage and invest in the communities in which the

Company operates through proactive programmes as well as reactive support in times of need

—Take a leadership position in protecting our planet

32
FY22 PROGRESS

Health and safety

—Implemented an integrated safety management

framework, deployed through education,

leadership and establishment of revised safety

standards across all sites and operations.

—Established a Head of Workplace Health and Safety role.

—Provided free access to all team members and

their families to resources and tools promoting

mindfulness, meditation and mental wellbeing.

—Offered the Company’s first ever ‘Wellbeing

Day’ across all regions in recognition of

employees’ efforts throughout the year.

—Renewed and updated health and safety

policies across the business.

—Continued to partner with ‘Headspace’, a global

provider of web-based resources to promote

mental health training and support.

Investment in leadership

—Commenced the ‘Thrive’ leadership programme with the

Executive Leadership Team and Senior Leaders, integrating

constructive leadership tools within the business.

—‘Situational Leadership’ training being undertaken

by all leaders at all levels – the intent of this

programme is to provide an integrated and practical

approach to effective leadership styles.

Reward and recognition

—Launched global reward and recognition platform

‘LegenDairy’, accessible to all team members.

—The platform provides wellbeing and rewards,

celebrates tenure and also provides an opportunity

to celebrate the many examples of individuals and

teams who are going ‘above and beyond’ in a way

that is consistent with the Company’s values.

—Celebrated team members in Global Town Halls

which recognises monthly ‘a2 Legends’.

—Celebrated annual a2 Legend award

at Senior Leaders conference.

Recruitment

—Implemented frameworks to underpin

the employee lifecycle.

—Adopted Recruitment Provider Onsite model to

integrate and align the talent acquisition function

to business values, goals and future success.

Supporting a diverse and inclusive workplace

—Enhanced family leave policy in Australia,

New Zealand, China and the USA.

—Launched the ‘Families @ a2’ platform for team

members to gain access to family support resources.

—Established a membership with

the Diversity Council of Australia.

Create a safe, diverse, inclusive and engaging place for our people

to thrive, support our farmers and contribute to our communities.

PEOPLE

Passionate and thriving team

The Company is committed to creating a safe and highly diverse and inclusive environment for its people. The Company’s ambition is

to be an employer of choice by creating a fulfilling employee engagement experience that enables employees to thrive personally and

professionally. To facilitate this ambition, the Company focuses on health and safety, invests in leadership, promotes the employee

experience, fosters a learning environment, and celebrates diversity and inclusion.

During FY22, the Company launched various initiatives to deliver on its ambition to achieve engaged and effective teams who create

long-term value for the Company and its shareholders.

GOALS

SDG alignment:

BUILDING A SUSTAINABLE GROWTH BUSINESS

33
THE

a2 MILK COMPANY ANNUAL REPORT 2022

NEXT STEPS

—Facilitate evolution of individual development plans

—Launch of ‘Udemy’, an online learning platform

—Develop and launch the Company’s

Reconciliation Action Plan

—Facilitate series of education sessions on

unconscious bias and mental wellness

—Continue to rollout constructive leadership

training programme across the organisation

—Launch upgraded website capability for ‘Careers

at a2’, showcasing ‘Working at a2’ insights

and providing future team members with an

understanding of the Company’s purpose, culture

and values, as well as vacancies and benefits

—Embed partnership with an external provider as

an integrated talent function in the ANZ business

that will enable a proactive and strategic approach

to talent acquisition and talent management

—Enhance current benefits to strengthen the

Company’s value proposition for employees

KEY METRICS DATA

As at 30 June 2022CohortMale%Female%

Variance to

Last Year %

females

Directors*6

350%350%0%

Executive Leadership Team*12975%325%11%

People Leaders**956467%3133%(8%)

Remaining Team Members31514345%17255%(7%)

Total42721851%20949%(7%)

* David Bortolussi has been included in both the Director and ELT calculations.

** The a2 Milk Company defines People Leaders as any Team Member with direct reports.

Tenure as at

30 June 2022Number%

Variance

to LY

0 -2 Years1874 4%(8%)

2-5 Years1904 4%15%

5+ Years5012%(6%)

Total427

Age as at

30 June 2022Number%

Variance

to LY

Under 305012%1%

30 to 5029168%4%

Over 508620%(5%)

Total427

34
GOALS PEOPLE (CONTINUED)

Modern slavery

The Company’s values and principles have an impact well beyond its

own operations. The Company believes in the vital role business plays

in upholding human rights and considers it a basic responsibility to

ensure that individuals, communities and the environment are treated

with respect.

Modern slavery is unacceptable and addressing risks of modern

slavery is an important part of the Company’s approach to business

and human rights. The Company’s approach to human rights and the

management of modern slavery risk is guided by the United Nations

Guiding Principles on Business and Human Rights. The Company

is committed to continuing to develop its approach and focus on

addressing modern slavery risks within its operations and supply chain.

During FY22, the Company delved deeper into its operations and

supply chain by continuing to scale up its due diligence both internally

and externally. The Company undertook a second-tier review of its

modern slavery risks, expanded its due diligence process for higher risk

suppliers, reviewed its indirect modern slavery risks in its operations

and supply chain, and completed its internal due diligence process

to better understand the minimum employment standards across its

global operations. This due diligence process assisted the Company in

determining which countries and industries have higher modern slavery

risks and therefore which to focus on to improve outcomes for workers.

In the identified areas of concern, the Company took a more

focused approach. After its review of the employment standards for

promotional staff used in China, the Company made changes to its

engagement with these companies, creating better oversight and

enforcing stricter and better work practices. The Company has also

developed a pledge from its USA farmers whereby they confirm that

they do not engage in modern slavery practices.

The Company is now developing a Modern Slavery Response Protocol.

The protocol will provide further structure to the Company’s modern

slavery programme and sets out the key pillars of the Company’s

modern slavery risk management (response) programme, with action

items aligned to each pillar.

FY22 PROGRESS

—Updated responsible sourcing policy

—Undertook second-tier review of modern slavery risks

—Commenced review and analysis of modern slavery risks in

relation to MVM

—Reviewed indirect modern slavery risks in operations and

supply chain

—Expanded due diligence process for higher risk new suppliers

—Published the Company’s second Modern Slavery Statement in

December 2021

NEXT STEPS

—Further review of the Company’s Responsible Sourcing Policy

—Complete review and analysis of modern slavery risks in

relation to MVM

—Prepare modern slavery questionnaire to be sent to all suppliers

of the Company

—Prepare modern slavery remediation process

—Expand existing training programme to include training tools

for key employees, on-farm suppliers and the China team

Enriching communities

The Company recognises that it has a responsibility to

support and contribute to the communities in which it

operates. a2MC strives to make a difference by helping

communities thrive and supporting organisations that are

helping to create a brighter future for children and families,

and the Company’s farming communities.

The Company has developed a community support

framework to guide how to engage, invest in, and give back

to the communities in which it operates, act on relevant

social issues, and contribute to other programmes that are

aligned to the Company’s purpose and which employees are

passionate about.

Support takes the form of funds and product donations

to help communities, as well investments of time from

the Company’s people to work directly with partner

organisations. As a business founded on innovation, the

Company believes that science plays an essential role in

enhancing the health and wellbeing of communities over time

and by harnessing science, the Company can deliver superior

outcomes for its consumers.

FY22 PROGRESS

Proactive support

—Foodbank School Breakfast Program (Australia)

—Cure Kids support (New Zealand)

—KidsCan (New Zealand)

—Feed the Children (USA)

—More Good for Rural Schools (China)

—Operation Smile (China)

Event-based (or reactive) support

—GIVIT New South Wales and Queensland Floods

(Australia)

—Save the Children (Ukraine)

—Boulder Fires contribution (USA)

—Shanghai lockdown product donations (China)

Additional farming community specific

programmes and support

$3.2m

in cash and product donations

BUILDING A SUSTAINABLE GROWTH BUSINESS

35
THE

a2 MILK COMPANY ANNUAL REPORT 2022

KIDSCAN (NEW ZEALAND)

KidsCan is New Zealand’s leading charity dedicated to

helping New Zealand children affected by poverty. The

Child Poverty Monitor in New Zealand shows 11.3% of all

children living in households in material hardship regularly

go without essentials.

The Company has recently become a major partner

of KidsCan to help support low socio-economic early

childhood education centres across New Zealand to

provide children attending those centres with food,

clothing, and health products. a2MC supports KidsCan’s

belief that education is a child’s ticket out of poverty and

that children struggle to learn when they are cold


or hungry.

The Company is proud to partner with KidsCan, providing

children with the essentials, to help them participate in

learning and have the opportunity for a better future.

OPERATION SMILE (CHINA)

About 25,000 babies born in China each year suffer from

cleft lip palate. Corrective surgery can help to transform

those children’s lives – but they cannot undergo surgery

until they achieve the requisite ‘health standard’, which

includes weight targets.

The Company partnered with Operation Smile during the

year to provide corrective surgery expenses and nutrition

products to 300 children suffering from cleft lip palate,

before and after their operations.

With more than 6,000 medical volunteers from around

the world, Operation Smile is one of the world’s largest

volunteer-based not-for-profit organisations.

FOODBANK (AUSTRALIA)

The Company has supported Foodbank with fresh milk

product donations in New South Wales and Victoria since

2015, scaling up support in times of heightened need.

In FY22, support was increased by providing a cash

donation to support Foodbank School Breakfast

Programs. The Company also donated a2 Milk

TM

products

to Foodbank through the National Donor Partnership.

The School Breakfast Program provides a healthy

breakfast for school children who would otherwise go

without, and delivers important benefits for the students

across a broad range of physical and mental health

outcomes, including energy levels and concentration.

Through this donation, the Company was able to support

Foodbank to provide 47 schools in some of Australia’s

most remote Indigenous communities with access to the

School Breakfast Program.

FEED THE CHILDREN (USA)

The Company partnered with Feed the Children in the

USA to help give struggling families the supplies they need

to send their children back to school with confidence.

With the increased hardship children and families have

faced since the outbreak of COVID-19, it is estimated that

1 in 6 children in the USA suffer from food insecurity.

In August and September 2021, the Company donated

cash to provide food and supplies to school children,

giving children what they need to do and be their best.

CURE KIDS (NEW ZEALAND)

Cure Kids is the largest funder of child health research in

New Zealand after the government. The Company was

proud to support Cure Kids Professorial Chair, Andrew

Day, in FY20 and FY21 to research digestive health for

children, with a special focus on coeliac disease and

irritable bowel disease. In FY21 and FY22, the Company

also made a significant donation to Cure Kids’ Elliott-

Caughey Fund, a fund created to recognise the co-

founders of Cure Kids, emeritus Sir Bob Elliott and Dr Ron

Caughey. Sir Bob was passionate about conditions of

inequity and preventable childhood illness, hence those

conditions are a focus for this fund. This is a continuation

of research support from a2MC into children’s health


and nutrition.

36
The relationships the Company has with

farmers and the natural systems in which

it operates are pivotal to its success and

long-term value creation.

The Company continues to work with farmers to promote strong

animal welfare practices, and put in place farm environmental

plans, which are key initiatives that support the natural resources

utilised by the business. Additionally, the impact of climate change

has the potential to drive significant structural transformation

across the dairy sector and the Company is actively looking at

ways to reduce its impact on climate and the environment more

broadly. The Company has a number of initiatives addressing key

areas as they relate to the resources and the downstream impacts

as a result of using these resources.

Thriving farms

Farmers play a vital role in the Company’s supply chain, not

only as suppliers of the precious milk source for the Company’s

products but also as stewards of the environment and as vital

contributors to local communities. In addition, the humane

treatment of cows is of the utmost importance. The Company

is committed to working with and supporting farmers to enable

them to improve the impact on the environment.

Farm environmental plans

The Company has developed a global framework for farm

environmental plans. The principles of the framework address


the most material aspects of environmental management in

the dairy industry:

—Lowering GHG emissions

—Managing water quality and efficiency

—Managing soil quality

—Boosting on-farm biodiversity

—Improving nutrient (effluent) management

PLANET

Protect our planet and cows, rethink packaging, achieve net zero

and become nature positive.

TARGETS AND COMMITMENTS

Climate impact

—Net zero GHG emissions for Scope 1 and 2 by 2030

—Net zero GHG emissions for Scope 3 by 2040

Farm environmental plans

—100% of farms supplying raw A1 protein

free milk to have a farm environmental

plan in place by the end of 2023

Animal welfare

—100% of farms to be certified under an

upgraded programme by the end of 2023

Other natural resources

—Reviewing water, waste and biodiversity targets as

part of work commenced on nature risk assessment

FY22 PROGRESS

—Continued to roll out farm environmental plans

—Continued to evolve and refine farm

environmental plan roadmap

—Secured in-region partners to execute roadmap

—83% of farms supplying raw A1 protein free milk

had a farm environmental plan in place, up from

81% in FY21 and approximately 65% in FY20

NEXT STEPS

—Progress towards farm environmental

plan target for end CY23

—Review farm ambassador programme

—Establish farm environmental plan

programme with Mataura Valley Milk

GOALS

SDG alignment:

BUILDING A SUSTAINABLE GROWTH BUSINESS

37
THE

a2 MILK COMPANY ANNUAL REPORT 2022

ON-FARMPROCESSINGDISTRIBUTION AND OTHER

78%

TOTAL GHG EMISSIONS

405,547 t CO

2

-e

16%

TOTAL GHG EMISSIONS

83,826 t CO

2

-e

6%

TOTAL GHG EMISSIONS

28,475 t CO

2

-e

Animal welfare programme

Best practice standards for animal welfare on farms are central

to the responsible sourcing of raw A1 protein free milk.

The Company’s animal welfare programme meets

globally recognised frameworks for Animal Health

and is evolving from the Five Freedoms Model to the

Five Domains Framework of animal welfare.

a2MC’s approach to animal welfare is to drive improvement,

reduce risk and ensure farmers are welfare centric. This is

achieved through the combination of increased audits, wider

audit scope, milk monitoring, on-farm technology and training.

A number of extensions to the animal welfare programme

were developed in FY22, supporting farmers to establish

systems for continuous improvement in animal welfare and to

further improve programmes beyond the industry standard.

FY22 PROGRESS

—Commenced roll-out of auditor and a2MC

farm services team training modules

—Staged launch of upgraded animal welfare


programme and farmer online portal

—Commenced implementation of robust audit scope

and frequency to increase visibility and reduce risk

—Launched redefined animal welfare programme


with Synlait

NEXT STEPS

—Progress towards animal welfare certification

target for end CY23

—Launch a2MC redefined animal welfare


programme with MVM

—Undertake pilot technology trial on farm


to validate animal welfare auditing data

—Progress towards global certification of the


redefined programme

GHG footprint

Climate impact

Climate change and the reliance on natural resources is driving

significant structural transformation across the dairy sector.

The sector will need to take concerted action to manage the risks

and opportunities associated with a move towards a lower carbon

footprint. The risks include regulatory initiatives, such as carbon

pricing, market risks and changes in consumer preferences.

The sector’s reliance on natural systems and vulnerability

to changes in temperature and rainfall will also drive

mounting physical risks across agriculture.

There will also be extraordinary opportunity for the sector

to realise increased productivity and efficiency through

new technologies and practices that lower emissions and

environmental impact throughout the supply chain.

During the year the Company undertook a detailed

assessment of the GHG emissions footprint related to

MVM, to incorporate it into its reporting framework.

GHG EMISSIONS PROFILE

1


Scope 1Scope 2Scope 3

Scope 1Scope 2Scope 3

FY22

FY21

22,9723,221

490,153

30,144

3,426

459,749

1. Greenhouse gas emissions, calculated as tonnes of carbon dioxide equivalent (tCO

2

-e), refer calculation at the bottom of page 38.

38
GHG emissions reduction programme

For FY19 and FY20, a2MC purchased carbon credits to offset its GHG

emissions. In FY21, the Company decided to redeploy the financial

contribution that would have funded carbon credits offsets, into

environmental programs that were more tangible in actively reducing

its emissions over time. This more direct approach to GHG emissions

reduction continues to be a strong focus for the business. The Company’s

GHG emission reduction programme covers Scope 1, 2 and 3 emissions.

While much of the Scope 1 and 2 emissions, primarily from processing

activities, are within the Company’s control to reduce, they account for

approximately 5% of total emissions. The Company is progressing the

installation of a new high pressure electric boiler at MVM which will

substantially reduce its Scope 1 emissions once commissioned (scheduled

for FY24).

By contrast, Scope 3 emissions account for approximately 95% of

emissions. The largest contributors to Scope 3 emissions are on-

farm emissions (including methane), third party processing emissions

(including use of coal) and emissions from transport and logistics

(including sea freight and ocean freight). The Company is working

to progress projects in methane reduction from inhibitors such as

asparagopsis. Other scientific breakthroughs may allow alternative

solutions to be considered and adopted in the future. Importantly,

the Company is also seeking to partner with research organisations

to address GHG emissions via a holistic approach to sustainable and

regenerative agriculture.

FY22 PROGRESS

Scope 1: GHG emissions from direct operations

—Committed to, and progressing, the installation of a new

high pressure electric boiler at MVM which received

co-investment from the New Zealand Government

Investment in Decarbonising Industry (GIDI) Fund

—Commissioned and completed a study for the

Company’s primary Australian milk processing facility

at Smeaton Grange, New South Wales, with key

projects progressed to a detailed feasibility study

for GHG emission reduction opportunities

Scope 2: Electricity utilised in direct operations

—‘Green energy’ or equivalent electricity supply contracts

established at all sites where available, which included

converting electricity supply contracts for offices in

Sydney and Melbourne and at the Smeaton Grange

processing site in New South Wales, while continuing

contracts already in place for the Auckland office

and USA office (partial green energy supply)

Scope 3: Indirect GHG emissions

—Following contribution by a2MC to Synlait

boiler conversion, progress made by

Synlait towards that installation

—Further exploration of on-farm commercial trial

utilising Sea Forest’s SeaFeed™ product – a

methane inhibitor from asparagopsis seaweed

KEY METRICS DATA

1

a2 GHG emissions

(TCO

2

-e)

1

FY22FY21

7

FY20

7

Total GHG emissions516,345493,319516,552

Scope 1

2

22,972 30,144228

Scope 2

3

3,2213,4261,613

Scope 3

4

490,153459,749514,711

Direct operations

5

2,6692,7373,854

Third-party processing

and freight

110,247113,651127,177

On-farm

6

403,429376,930385,521

MetricFY22FY21FY20

Smeaton Grange

Total water usage

(‘000 litres)

24,69228,36127,662

Water efficiency

(litres/litre of milk)

0.70.60.7

Waste water diverted

to beneficial land

application (litres)

627,200813,600919,900

Waste produced (tonnes)26.528.028.9

Waste diversion96.6%96.9%97.1%

Energy consumption

(kWh)

1.7m1.8m1.7m

MetricFY22

Mataura Valley Milk

Total water usage

(‘000 litres)

306,596

Water efficiency

(litres/litre of milk)

2.6

Waste water diverted

to beneficial land

application (litres)

2,275,750

Waste produced

(tonnes)

85.3

Waste diversion96.4%

Energy consumption

(kWh)

15.1m

GOALS PLANET (CONTINUED)

1 Greenhouse gas emissions, calculated as tonnes of carbon dioxide equivalent

(tCO

2

e), have been estimated using considerations from The GHG Protocol

guidelines. Emissions and conversion factors were sourced from the National

Greenhouse Accounts Factors for Australia, the UK DEFRA GHG conversion

factors and a range of other country specific sources. Where required, non-

direct emissions sources have been estimated using default and/or extrapolated

emissions intensity rates to provide a more complete picture of our Scope 1, 2 and

3 carbon footprint. Total emissions calculations exclude packaging. We expect

data quality to improve over time as we continue to work with our partners.

2 Includes natural gas estimates and/or extrapolations for some

information not yet available. These figures include lignite used for

MVM boiler (FY21 and FY22); plan in place to install a new high

pressure boiler at MVM, scheduled to be commissioned in FY24.

3 Includes electricity estimates and/or extrapolations

for some information not yet available.

4 Due to the nature of Scope 3 emissions occurring outside of areas

under our direct control, this represents a conservative estimate

of our Scope 3 emissions. Key emissions sources include: on-farm

emissions, energy consumed within third party processing and

warehouse facilities, fuel consumed in freight logistics and business

travel, as well as emissions associated with waste, recycling and

water consumption. Where required, estimations have been made

where data was not able to be directly sourced or where data was

not yet released. This includes assumptions and extrapolations

from available data. Moving forward, we will endeavour to source

as much actual data as possible to improve data quality.

5 Includes our own fresh milk processing

facility and corporate operations.

6 Calculated using actuals and industry estimations based

on milk unit sales for all farms in Australia, NZ, the US

and the UK, excluding Synlait for which emissions are

estimated based on our proportion of total output.

7 GHG emissions have been restated to incorporate new available

data from our partners. (For FY21 and FY20). For FY21 the GHG

emissions have been updated to include MVM which was acquired

on 1 July 2021. The inclusion of the MVM emissions for FY21 have

been included to provide an adequate comparison to FY22.

BUILDING A SUSTAINABLE GROWTH BUSINESS

39
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Sustainable packaging

Sustainable packaging is an important element in the Company’s

ambition to protect the planet. It is also an increasingly

important area for many stakeholders, including consumers.

The Company has a vision for as much of its packaging

as possible to be reusable, recyclable or compostable.

Achieving this will require a region-by-region and product-

by-product approach over time. In the latest year there was

a focus on products sold in Australia and New Zealand.

Australia first introduced the ‘2025 National Packaging Targets’ in

2018 and updated them in 2020. The targets require a complete

and systemic change to the way Australia creates, collects and

recovers product packaging, and are an important step on the

country’s journey towards a circular economy for packaging.

The targets are overseen by the Australian Packaging

Covenant Organisation (APCO). In 2021, a2MC became a

signatory to the Covenant, strengthening the Company’s

long-term commitment to sustainable packaging.

As a signatory to the Covenant, a2MC is required to

report on its progress on an annual basis and to publish

an action plan. This covers all Australian sales which

captures a significant proportion of the Company’s product

portfolio including IMF. During the year, the Company

extended and aligned its sustainable packaging targets

to APCO targets for products sold in all markets.

TARGETS

Sustainable packaging

—100% reusable, recyclable, or compostable packaging

—70% plastic packaging being recycled or composted

—50% average recycled content included in packaging

—Phase out of problematic and unnecessary

single-use plastics packaging

FY22 PROGRESS

Fully recyclable packaging reduced from 97.3% in

FY21 to 90.2% in FY22. The introduction of UHT to

the Company’s product portfolio in FY22 accounts

for this change. However, alternative packaging

solutions are being investigated through the long-

term sustainable packaging roadmap project to

meet the ‘2025 National Packaging Targets’.

—Extended and aligned the Company’s sustainable

packaging targets to APCO targets for products sold


in all markets

—Continued to investigate innovative packaging

design for sustainable solutions

—Improved the Company’s APCO rating to ‘Leading’

—Updated the Company’s APCO action plan

—Commenced a project to develop a long-

term sustainable packaging roadmap

NEXT STEPS

—Complete the development of the long-

term sustainable packaging roadmap

—Continue to execute against the APCO

action plan and make progress against

sustainable packaging targets

BUILDING A MORE SUSTAINABLE

BUSINESS AT MATAURA

VALLEY MILK

The Company acquired a 75% interest in MVM, a dairy

nutritionals facility located in Southland, New Zealand


during the year.

A significant amount of work was undertaken to integrate

MVM into the business including several activities

to build upon MVM’s sustainability credentials:

—Completed detailed assessment of

MVM’s GHG emissions impact

—Updating the Company’s climate

scenario analysis to include MVM

—Included MVM in a2MC’s GHG emissions reduction

targets for Scope 1, 2 and 3 emissions

—Committed to replacing the boiler at MVM from

a lignite boiler to a high-pressure electrode boiler

through the full electrification of the site and received

co-investment from the New Zealand GIDI Fund

—Enabled MVM’s participation in the Farm

Sustainability Fund, with grants available to eligible

suppliers of raw A1 protein free milk to MVM

—Exploration of a commercial trial using

methane inhibitor asparagopsis seaweed

FARMER GRANTS PROGRAMMES

The Company has partnered with Landcare Australia since

2017 and provided more than $850,000 of funding for

sustainability initiatives with positive environmental and

business outcomes. In 2022, the Company commenced

a partnership with Lincoln University, New Zealand’s only

specialist land-based university, to launch a new initiative

to support sustainable dairy farming projects – The New

Zealand Farm Sustainability Fund™.

The Company committed up to $500,000 in the first year

to enable fund grants for farm projects that demonstrate

an integrated approach to a sustainable future and enable a

positive and meaningful impact across the community and

environment.

The Fund was open to New Zealand farms that supply

milk under contract with MVM or Synlait for use in the

manufacture of products for the Company.

Awards will be made on the basis of assessment criteria

that include alignment with a2MC’s sustainability objectives

and one or more of the following key environmental

improvement themes:

—Lowering GHG emissions

—Increasing on-farm carbon sequestration

—Improving farm system resilience

—Improving water quality and efficiency

—Enhancing on-farm biodiversity

—Enhancing animal wellbeing/health

—Managing and improving soil health

It is expected that successful applications will be


announced in September 2022.

40
Bring the unique benefits of pure and natural a2 Milk

TM


to as many consumers as possible.

The Company’s trusted brand, its

proprietary know-how and A2 protein

expertise are valuable assets. The

Company is committed to maintaining

and sustainably growing these assets

with ongoing investment.

The Company’s premium brand is strengthening in awareness,

consumption and loyalty to varying levels across its key markets.

The Company has increased its investment to grow and protect its

brand and its trademarks in all product categories and regions.

Through ongoing science and research and development

programmes, the Company is deepening its expertise and

advancing global understanding of the potential health benefits

of a2 Milk

TM

. In addition, the Company believes in the potential

of science and will continue to invest in research programmes to

drive innovation for the betterment of consumers at large.

There are three key focus areas to ensure the Company

can continue to deliver a targeted and differentiated brand

proposition and distinctive product portfolio: build and

strengthen brand love, create a distinctive product portfolio and

invest in science, nutrition and beta casein science. In addition,

the Company is focused on delivering products that are safe and

of high quality as well as responsibly marketing to consumers.

Build and strengthen brand love with

the Company’s targeted consumers

The Company is committed to increasing investment

levels to improve brand equity in its key markets of China,

Australia and the USA. The Company targets consumers

who experience perceived discomfort consuming products

that contain A1 beta casein protein as well as progressive

and health-conscious consumers who are drawn to the

differentiated, and quality proposition that a2MC delivers.

When targeting consumers who would otherwise limit their

consumption of dairy products or avoid them altogether, the

Company’s marketing approach emphasises the potential

health and well-being benefits of its branded products. a2MC

aims to ‘welcome these consumers back to milk’ and allow

them to enjoy the nutritional wonder of dairy products.

Many consumers and healthcare professionals report that some

people who experience digestive issues drinking regular cows’

milk may experience benefits when they switch to a2 Milk

TM

.

Distinctive product portfolio

The Company has a distinctive product portfolio which is

based around the benefits of products made from milk that

contains only the A2 protein type and no A1. The product

portfolio can be divided into three core categories: liquid

milk, infant milk formula and macro milk. Each is positioned

in the premium segment of their respective categories.

The Company’s approach to growing its products varies

within each market in which it operates – adapting to local

consumer preferences, category nuances, channel dynamics,

regulatory requirements and overall category maturity.

CONSUMERS

GOALS

SDG alignment:

BUILDING A SUSTAINABLE GROWTH BUSINESS

41
THE

a2 MILK COMPANY ANNUAL REPORT 2022

FY22 PROGRESS AND NEXT STEPS

The Company increased marketing investment by 36.3%

primarily reflecting a significant step-up in China above the

line brand investment as well as below the line activation in

line with its refreshed growth strategy.

Marketing Investment

1

23

17

6

12

78

16

19

14

15

16

17

45

74

47

74

70

112

84

1H202H201H212H211H22

USAANZChina

2H22

110

67

101

93

137

NZ$ million

Marketing Investment

China

—Successfully launched two marketing campaigns which

emphasised functional benefits

—Achieved the highest brand health metrics in the

Company’s history following the campaigns

Total Brand Awareness China

2

Jan-19Apr-19Oct-19Apr-20Sep-20Dec-20May-21Oct-21Jan-22Jul-22

Total Brand Awareness China – spontaneous & total prompted

2525

33

43

45

47

49

47

5454

International

—Delivered material improvements in brand engagement,

following increased brand support to resellers, and direct

engagement with daigou

—Upward momentum in English label brand awareness

following two marketing campaigns in FY22

—Completed preparations for 1H23 relaunch of

a2 Platinum

®

Total a2MC EL Prompted Brand Awareness

2

Jan-19Apr-19Oct-19Apr-20Sep-20Dec-20May-21Oct-21Jan-22Jul-22

Total a2MC EL Brand Awareness

18%

16%

21%

32%

27%

25%

29%

24%

27%

29%

ANZ

—Continued to invest in brand and in ensuring strong in-

market presence

—Brand health metrics improved during the period

—Brand leadership maintained with increased loyalty


and household penetration

—Largest brand advertiser in the fresh milk category


in Australia

Australian milk market value share

3


fi flfi flfi flfi fl

Australian Milk Value Share

11.2%

11.3%11.3%

11.7%

12.2%

12.4%

12.4%

—Launch of a2 Milk

®

Cream on Top and a2 Milk

®

UHT

products during the period

—a2 Milk

®

Lactose Free launched in 1Q23 with distribution

across all major supermarket chains in Australia to be

supported by a targeted marketing campaign

USA

—New marketing campaign launched to drive increased

awareness and new consumers to brand

—Launched a2 Milk

®

Half and Half which has now

been accepted in over 6,000 stores

—Launched a2 Milk

®

HERSHEY’S which has now been

accepted in over 6,000 stores including Walmart and

Sam’s Club

1. Marketing investment by region in NZD$ million.

2. Source: IPSOS China brand health quarterly tracker (n= 9750 respondents)

3. IRI Australian Grocery Weighted Scan 12-months ending.

42
Invest in science, nutrition and

A2 protein science education

As the pioneer of the A2 protein science, the

Company is also the custodian of the category.

The Company’s science priorities have always aligned with its

business strategy, and most importantly, its consumer needs.

Science, and the newly created nutrition function, are

enablers to support growth and delivery of key strategic

priorities, and decrease risk to the business.

The Company will increase its investment in

strengthening its global leadership in A1/A2 beta-

casein research. Key strategic priorities include:

—Continue to strengthen the evidence supporting

digestive benefits of a2 Milk™

—Expand research to explore the immune

and cognitive benefits of a2 Milk™

—Expand on research across different life-stages

Overall, with research being undertaken in China, ANZ and

USA, and with the integration of the science and nutrition

functions, a2MC will expand its scientific credibility, knowledge

and understanding of the A1/A2 protein science, enabling it to

communicate the functional story in an innovative manner.

a2 Centre of Research Excellence™

To strengthen its category leadership the Company is investing

in the a2 Centre of Research Excellence™ (a2 Core™).

The objective of a2 Core

TM

is to centralise research

expertise and education that will:

—Build credibility for A1/A2 protein science

—Promote academic partnerships and industry collaboration

—Enable the Company to participate with regulatory

authorities to define and protect the A2 protein category

—House research summaries, scientific references and

education materials for health care professionals

Product quality and food safety

The Company is committed to the highest standards of product

quality and food safety, especially given a large proportion of its

products are consumed by infants, young children and pregnant

women. The Company has significant proprietary knowledge and

quality processes to deliver A2 protein products that achieve these

standards, as well as compliance with other market regulations

and requirements.

This commitment is supported by:

—A comprehensive and unique focus on A2 beta casein protein

segregation and testing from farm to finished product

—A priority focus on food and safety and quality management

audited by accredited third party verification agencies for

both self-owned and third party manufacturing sites

—Long-term partnerships with high quality third-

party manufacturers who share the Company’s

focus and ambition on social responsibility

—Relevant industry certifications including ISO 9001 (IMF), and

SQF (certification of the Company’s Sydney processing facility)

—Ongoing monitoring and compliance with relevant regulatory

requirements in the markets in which the Company operates

—Investment in people and training to ensure capability

to meet product quality and food safety standards

—True a2™ system for our powdered

products for those most vulnerable

Responsible marketing

The Company’s approach to marketing infant nutrition aligns

to the core principle of supporting breastfeeding as the primary

form of infant nutrition. The Company has developed a premium,

high quality range of infant nutrition products to provide

parents an alternative when breastfeeding is not an option.

The Company complies with local best practice in each of its

active markets with respect to marketing of IMF products.

Marketing in Australia of Infant Formula

(MAIF) and Infant Nutrition Council

The Company is a signatory to the MAIF Agreement and a

member of the Infant Nutrition Council, which represents

the major manufacturers and marketers of infant nutrition

in Australia and New Zealand. All members abide by a

Code of Conduct including the MAIF Agreement and

The Infant Nutrition Council Code of Practice for the

Marketing of Infant Nutrition in New Zealand.

GOALS CONSUMERS (CONTINUED)

BUILDING A SUSTAINABLE GROWTH BUSINESS

43
THE

a2 MILK COMPANY ANNUAL REPORT 2022

TRUE a2™

The Company takes great care in leveraging its significant

proprietary know-how and quality processes to deliver

products that are made with A1 protein free milk, are of

the highest quality and are safe and compliant with market

regulations and requirements.

The four pillars of the True a2™ ecosystem cover the

complete product lifecycle. While the ‘Made with a2 Milk™’

and ‘Testing’ pillars are fundamental to the composition and

safety of our products, the ‘Independent product audits’

and ‘QR – verification system’ pillars demonstrate a2MC’s

commitment to reducing risks around food fraud.

The True a2™ ecosystem captures the Company’s proprietary

know how and processes to deliver superior quality and

authentic traceable products. This ensures that a parent in

China or a parent in Australia has the same, highest quality

powdered products from The a2 Milk Company.

Underlying the four pillars is the Company’s scientific heritage,

clinical research and understanding, the quality of its raw

materials, its knowledge of beta casein protein testing from

farm to shelf, and its production and supply chain.

Made with a2 Milk

TM

At The a2 Milk Company, we go to great lengths to ensure

that our a2 Milk

TM

is from cows that naturally produce milk

with only the A2 protein type and no A1.

Our farmers hand select cows that naturally produce only

the A2 protein type by using a simple and non-invasive

genetic test that analyses a hair or tissue sample from each

cow. These cows are then milked separately and the milk is

segregated throughout the supply chain.

Testing

Testing is an integral part of the product development

process. At multiple stages along the a2 Platinum

®

and

Zhi Chu

®

product journeys, each individual ingredient

and packaging component is appropriately tested, as

well as the final product.

This ensures all our a2 Platinum

®

and Zhi Chu

®

products

meet the highest quality and safety standards.

Independent product audits

The a2 Milk Company employs an independent third party

to verify its a2 Platinum

®

and Zhi Chu

®

products. Oritain is a

food-traceability expert and tests samples of a2 Platinum

®


and Zhi Chu

®

products it obtains straight from retail shelves

to confirm that these products are True a2

TM

. This testing is

scientific, ongoing and completely independent.

QR code – verification system

Each and every can of a2 Platinum

®

and Zhi Chu

®


products have a unique QR code, allowing consumers

to obtain further information about the product.

Made with

a2 Milk

TM

Testing

Independent

product audits

QR – verification system

True a2

TM

44
Create long-term, enduring value for shareholders and

a trusted, transparent relationship.

One of the Company’s principal objectives

is to create long-term enduring value for

its shareholders.

Delivering on this objective requires strong financial performance

underpinned by long-term strategic decision making and

supported by a robust capital management framework. Close

management of business risks and opportunities is also critical

to delivering successful outcomes. The Company’s strong

balance sheet provides it with the flexibility to respond to

risks and opportunities in pursuit of long-term value creation

and in line with the Company’s strategic objectives.

The Company continues to strengthen its strategic partnerships

to support its next phase of growth. Its strategic partners

provide a range of benefits including manufacturing

expertise, market access support, distribution and logistics

services, and consumer and regulatory insights.

Maintaining transparency with the Company’s shareholders

ensures they are informed, and updated with the Company’s

strategic priorities and decision-making processes. The

Company continues to provide more information through

a variety of reporting frameworks including the Task Force

for Climate-related Financial Disclosures and the Carbon

Disclosure Project. The Company hosted an Investor Day

during the year to engage with the investment community

and communicate its refreshed growth strategy.

In FY22 the Company made meaningful progress against its

medium-term financial ambitions, with strong growth in revenue

and earnings, and is well positioned for further growth.

SHAREHOLDERS

KEY METRICS DATA (FY22)

The Company continues to target medium-term sales of

approximately $2 billion in FY26+ and is targeting EBITDA

margins in the ‘teens’ in the medium-term.

1. ROCE is defined as EBIT / Capital Employed. Capital Employed is

calculated as total assets less current liabilities and cash & term

deposits

GOALS

$1,4 46m

Revenue

+19.8%

Revenue growth

13.6%

EBITDA margin

+51.8%

Earnings per share

(EPS) growth

45.6%

Return on capital

employed (ROCE)

1

114%

Operating cash

flow conversion

SDG alignment:

BUILDING A SUSTAINABLE GROWTH BUSINESS

45
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Capital allocation to drive growth

The Company’s capital allocation framework prioritises investment

in growth initiatives ahead of returning capital to shareholders.

There are several critical elements to be considered as part

of the capital framework. Firstly, the Company will invest to

grow the core business in existing markets, which includes

investment to build its business in China, participation in IMF

manufacturing, and other infrastructure to support growth.

The second element is investment to expand the

boundaries of its business. This includes:

—Expanding its presence in an existing market with a new

product, or entering a new market with an existing product

—Assessing complementary mergers and acquisitions

to drive further growth in core markets

Thirdly, the Company needs to ensure it maintains a

level of balance sheet strength and flexibility to support

business growth and risk management activities, and

to manage in uncertain operating environments.

Finally, the Company will make decisions to return excess

capital to shareholders where it is in shareholders’ long-

term interest to do so. The Company’s capital allocation

framework is continually reviewed by management and

the Board and is summarised in the image below.

Capital management

On 27 August 2022, the Board of Directors resolved that

the Company intends to undertake a capital return to

shareholders of up to $150 million through an on-market share

buyback. The buyback is expected to commence towards

the end of September and could run for up to 12 months.

The Company’s balance sheet is in a strong position that

provides the capacity to distribute up to $150 million to

shareholders, with the most effective method being an

on-market share buyback. With a closing cash balance

exceeding $800 million, there is sufficient capital reserve to

fund investment opportunities, maintain an appropriate cash

buffer as well as return surplus capital to shareholders. The

buyback is subject to market conditions, a2MC’s prevailing

share price and all other relevant considerations.

CAPITAL ALLOCATION FRAMEWORK

Capital funding

Excess cash flow

Operating cash flow generation

Shareholder returns

Grow the core business in existing markets

—Invest in building core business

—Participate in infant nutrition manufacturing

—Enable investment in systems, infrastructure,

quality, safety and expertise

—Organic growth – existing and new products/

new retail channels

—Assess M&A opportunities to support

core business growth and supply

chain evolution

Expand the boundaries

—Adjacent new product categories in

existing markets

—Geographic expansion of existing products

into new markets

—Assess M&A opportunities to

expand boundaries

Balance sheet strength and flexibility

—Capacity to support business growth

and risk management initiatives

—Maintain a conservative cash reserve to

manage in an uncertain environment

46
Strategic partnerships

The Company has built its foundations with a

number of key strategic partnerships.

Each partner brings different strengths that enable the

Company to execute against its strategic objectives. In

particular, its partnerships with CNADC, CAHG, CSF and Synlait

provide invaluable insights and assistance in understanding

the consumer and regulatory environment in China.

China National Agriculture

Development Group Co., Ltd.

China National Agriculture Development Group Co.,

Ltd. (CNADC) offers comprehensive agricultural services

in mainland China and is the parent company of China

State Farm and China Animal Husbandry Group.

CNADC is a leading State Owned Enterprise, meeting China’s

agricultural needs and holding seventeen wholly-owned or

share-controlled subsidiaries, and three publicly listed companies.

CNADC’s knowledge of the Chinese market and its ownership

of China State Farm and China Animal Husbandry Group

positions it as a strong partner for a2MC for the long-term.

China State Farm

China State Farm Holding Shanghai Co., Ltd (CSF) became

the Company’s exclusive logistics and distribution partner

for IMF products in China in 2013. CSF is the exclusive

import agent for the Company’s China label IMF products

with 120 active IMF distributors and approximately 110 UHT

and milk powder distributors throughout the country.

The Company renewed its agreement with CSF in

December 2018. This is due for renewal again in 2022.

The expertise of CSF especially during lockdowns in

China assisted a2MC in navigating city closures and

fulfilling product deliveries despite the challenges.

China Animal Husbandry Group

China Animal Husbandry Group (CAHG) became

a strategic partner when the Company purchased

75% of MVM in 2021. CAHG holds 25% of Mataura

Valley Milk and is also owned by CNADC.

The partnership with CAHG provides the opportunity


to build and enhance the Company’s relationships with

key partners in China.

Synlait

Synlait Milk Limited (Synlait) has been instrumental in producing

a2MC’s IMF products since 2012. a2MC and Synlait renewed

their agreement in 2019. The agreement outlined a two-year

extension to the original agreement providing for a rolling

three-year term from 1 August 2022 (or effectively a new

minimum term to 31 July 2025, at the earliest), an increase

in the volume of nutritional products over which Synlait has

exclusive supply rights, increased committed production

capacity from Synlait, and an update to the pricing terms that

reflect the commitment on the part of both companies.

In addition to its operating agreements, a2MC holds a 19.8%

equity interest in Synlait, making it the second largest shareholder.

Synlait’s largest shareholder is Bright Dairy, a multinational

food and beverages manufacturing company headquartered

in China. Bright has a 39.0% interest in Synlait.

Fonterra

In 2018, the Company announced a strategic relationship with

Fonterra Co-operative Group Limited. The arrangements include

an exclusive licensing agreement for the production, distribution,

sale, and marketing of a2 Milk

TM

branded fresh milk in the

New Zealand market.

Investment in Mataura Valley Milk (MVM)

On 30 July 2021, a2MC completed its acquisition of a 75%

interest in MVM, a dairy nutritionals business, located in

Southland, New Zealand. The benefits of the acquisition include:

—Opportunity to build and enhance the Company’s

relationships with key partners in China including CAHG

which retained a 25% interest in MVM alongside a2MC

—A unique opportunity to acquire a new world

class nutritional manufacturing capability

—Existing supply agreements with local farmers engaged to

supply the highest quality milk and significantly transition to

being A1 protein free milk suppliers as quickly as possible

—Supplier and geographic diversification within New

Zealand to complement existing supply from Synlait

—Innovation and new product capability to deliver

on the Company’s growth strategy

—Opportunity to capture manufacturing margins in the future

—Ability to further enhance and protect the

Company’s intellectual property

—Greater control over the Company’s future with

respect to its China label IMF registrations

While the short-term outlook is challenging, utilisation will

increase over time with plans to reach profitability during

FY26. The Company has commenced manufacturing its a2

Milk™ powder from MVM, with plans to transition more

product from Synlait to MVM, and to prioritise development

of new products over the short-to-medium term.

GOALS SHAREHOLDERS (CONTINUED)

BUILDING A SUSTAINABLE GROWTH BUSINESS

47
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Reporting transparency

Nature-related financial disclosures

Broader nature related risk and opportunity disclosure is an

emerging area of focus for stakeholders. There is new awareness

globally that nature underpins the global economy. A series of

recent reports led to the launch of the Taskforce of Nature-Related

Financial Disclosures which aims to introduce a framework for

companies to voluntarily report and act on evolving nature related

risks. It is expected that this framework will be published in 2023.

Given the importance of nature to its business model and

activities, the Company has commenced reviewing this

voluntary framework in the context of its business. This year,

the Company commenced an initial pilot analysis of nature-

related risks and intends to build on this work in future years.

Investor Day

The Company hosted an Investor Day in October 2021 to

release its refreshed growth strategy. The Investor Day outlined

the findings of its holistic review of its growth opportunities,

insights on key markets, categories and channels, as well

as its financial ambition and key initiatives to deliver on this

ambition. The event also provided an opportunity for the

Company to introduce its renewed Executive Leadership Team.

The objective of the Investor Day was to provide the market

with a greater understanding of the Company’s business, and

extensive information was provided to the market to facilitate this.

Carbon Disclosure Project (CDP)

Climate Change Questionnaire

The Company completed the FY21 Climate Change questionnaire

to receive a rating for the first time during the period and

this was the Company’s third submission since FY20. The

questionnaire measures and outlines the risks and opportunities

the business faces with regards to climate change. This

questionnaire is scored by CDP and then released for public

review following the rating. This comprehensive questionnaire

provides transparency to shareholders on climate change impacts

and how the Company is navigating these challenges. The

rating also provides shareholders with a comparison to other

corporates as it relates to its approach to climate change.

Task Force on Climate-related Financial Disclosures

In 2019, the Company indicated that in response to the increasing

demand for transparency on the identification and management

of climate-related risks, it would move towards aligning with the

recommendations of the Taskforce on Climate-Related Financial

Disclosures (TCFD). In subsequent years, the Company increased

its disclosures on climate-related financial disclosure reflecting the

additional work being undertaken internally to understand these

dimensions and potential impacts to the business. This report

includes disclosures to fully align to the original voluntary TCFD

framework in line with the Company’s commitment to do so for

FY22. The framework will be mandatory for a2MC from FY24.

Recently, the New Zealand External Reporting Board, announced

it is developing new standards for climate-related financial

disclosure. It is expected that these standards will closely

follow the recommendations of the Taskforce for Climate-

Related Financial Disclosures. Based on the work undertaken

by a2MC over the past number of years, the Company believes

it will be well placed to report to the requirements of the

External Reporting Board when the standards are published.

Overview of climate scenarios methodology and approach

As part of the ongoing management and integration of climate

risk and to better understand its exposure to climate risks

and opportunities, the Company has conducted a detailed

scenario analysis across both transition and physical risks and

opportunities in line with the TCFD recommendations.

The Company first undertook this analysis in 2020, and

again in 2022 based on material changes to its business

operations including in particular the Company’s acquisition

of a 75% interest in Mataura Valley Milk, along with

the latest available climate data. The analysis involved

modelling the potential financial impacts of climate change

on the business, taking a long-term view out to 2050,

to inform future strategic and financial planning.

The Company has undertaken two climate

risk and opportunities analyses:

—Transition risk analysis: two transition risk scenarios

representing a high transition risk future aligned with

1.5-degree trajectory and a low transition risk future

aligned with a greater than 3-degree trajectory

—Physical risk analysis: two physical risk scenarios

representing a high physical risk future aligned with a

greater than 3-degree trajectory and a low physical risk

future aligned with a less than 2-degree trajectory

Whilst these scenarios are hypothetical constructs and not

designed to deliver precise outcomes or forecasts, the analysis

will assist the Company with strategic planning and in responding

to trends and external events which may change over time.

Transition risk analysisPhysical risk analysis

Risk

profile

Underlying

scenario

Risk

profile

Underlying

scenario

High

temperature

scenario

>3°C

LOWIEA STEPSHIGHRCP8.5

Low

temperature

scenario

<2°C

HIGHIEA NZELOW RCP2.6

48
Transition risk analysis

The above transition scenarios were used to assess how the

Company would perform and operate under a low carbon

transition scenario where the economy decarbonises in line

with 1.5-degrees relative to a business-as-usual trajectory. This

allowed for an assessment of the impact of climate action, policy,

technology deployment and market shifts on the Company.

To model these impacts, the Company used data provided by

the International Energy Agency’s (IEA’s) Net Zero emissions

by 2050 scenario to assess high transition risks and data from

the IEA Stated Policies Scenario to assess low transition risks.

The analysis focused on two key impacts which were

deemed to be most material to the Company:

—Regulatory impacts associated with future implementation

of plausible emissions pricing regimes in Australia,

New Zealand and the United States; and

—Market impacts focusing on changing consumer

preferences associated with the shift from traditional

dairy products to plant-based milk products.

Physical risk analysis

The above physical scenarios were used to assess how the

Company would perform and operate under a ‘hot house

world’ scenario in which there is limited climate action and

as such the economy fails to decarbonise resulting in global

temperature rise of above 3-degrees relative to a low physical

risk trajectory. This allowed for an assessment of the impact

of acute and chronic physical risks on the Company.

To model these impacts, the Company used data provided in the

Intergovernmental Panel on Climate Change (IPCC) Representative

Concentration Pathway (RCP) 8.5 to assess high physical risks

and the RCP2.6 to assess low physical risks. The analysis included

bottom-up farm level analysis of exposure to acute and chronic

physical risks across the Company’s supply chain, with deep

dives on the most material risks, being drought and flood.

Analysis on an unmitigated basis

Aligned to the TCFD recommendations, the Company’s analysis

under each scenario combined the internal and external data

referred to above to identify financial material impacts on the

Company, with the impacts being assessed on an unmitigated

basis. This was done to inform future strategic decision making

around how the Company can better build resilience and

capitalise on future opportunities. The Company plans to update

the scenario analysis as material changes to the business arise

and will continue to deepen and evolve the methodology.

Key insights: Transition risks and opportunities

The following key insights have been taken from the

Company’s transition risk scenario analysis.

1. If the Company meets its emissions reduction

targets, it will significantly reduce exposure

to carbon pricing across the business

Carbon pricing would increase costs for the Company’s

products in the absence of emissions reduction activities

scenario relative to a scenario in which the Company

delivers on its emissions reduction targets.

The plan to meet these targets is based on several

initiatives including methane inhibitors, electrification

of coal boilers, renewable energy supply and

decarbonisation of transport over time.

Investments in these initiatives will make the business more

resilient to carbon pricing in the medium to long-term.

2. The Company’s liquid milk products could

be exposed to demand erosion associated

with plant-based milk alternatives

The demand and market share of plant-based milk alternatives

is growing and poses a risk to dairy milk products. Perceived

health benefits are the biggest driver of ‘switching’ from

dairy to plant-based alternatives with environment and

animal welfare concerns being secondary drivers.

Carbon pricing has the potential to amplify these trends

by affecting dairy milk supply chains substantially more

than plant-based supply chains – resulting in a smaller

price differential between the two product categories.

Given the Company’s premium brand – which is driven by health

benefits – it is possible that a2MC is protected from ‘switching’.

Underpinning the ‘premium’ brand position with both health

and sustainability attributes, coupled with demonstrating

environmental credentials, may offer further protection.

3. Product exposure to emissions pricing is

dependent on price elasticity of demand as

well as product emissions intensity

IMF is relatively more protected from emissions pricing than

liquid milk products due to lower emissions intensity per dollar

of revenue. However, these impacts could be more pronounced

in a more disorderly transition scenario in which carbon pricing is

rolled out sharply and heterogeneously across different markets.

Key insights: Physical risks and opportunities

The following key insights have been taken from

the Company’s physical risk scenario analysis.

1. Reliance of the Company’s liquid milk products on

local supply chains in Australia and the USA exposes

them to supply chain disruption from drought

The Company’s liquid milk supply chains in Australia and the

USA are highly exposed to drought risks. Drought has the

potential to significantly impact on-farm dairy productivity,

creating supply constraints in highly exposed regions.

The Company’s analysis indicates that if unmitigated, drought

risk could impact profitability under both the below 2-degrees

scenario and the above 3-degrees scenario referred to above.

2. The Company’s New Zealand IMF supply chains

are relatively protected from drought risk but are

exposed to regulatory risks relating to water

The New Zealand IMF supply chain is relatively protected

from drought risk under climate scenarios with some regions

forecast to experience increased intensification of rainfall.

While some farms are at risk across the New Zealand supplier

base, surplus milk available in the milk pool could provide some

protection against impacts on supply and profitability. Despite

this, some parts of the supply chain – including the Canterbury

region – are exposed to water quality and usage issues.

GOALS SHAREHOLDERS (CONTINUED)

BUILDING A SUSTAINABLE GROWTH BUSINESS

49
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Transition and physical risks and opportunities summary

The following table summarises the key risks and opportunities, the potential financial impact, magnitude and time horizon.

Transition

risks and

opportunities

Risk /

opportunity

OverviewPotential

financial

impact

Potential

magnitude

Time

horizon

RegulationRiskCarbon pricing

The Company’s direct operational emissions (Scope 1

and 2) are predominantly from the lignite used for the

boiler at MVM. With a plan in place for a high-pressure

electrode boiler to be commissioned in 2023, a2MC’s

direct operational emissions will be modest, making

direct carbon pricing liabilities immaterial to the business.

However, emissions pricing (across all GHG emissions) in

the supply chain could increase the cost of milk inputs.

On farm emissions represent a large proportion of the

Company’s lifecycle emissions footprint and these costs

are likely to be passed on by farmers under current

market conditions. This is particularly relevant in the

New Zealand context where proposed regulatory

changes regarding a price on agricultural emissions are

being developed. The materiality of these regulatory

risks will depend on market price elasticity of demand

for the Company’s products and the extent to which

these costs are passed on by suppliers. Under current

market conditions the price elasticity of demand for the

Company’s IMF and liquid milk products is low, reducing

the materiality of this risk. It will also be impacted by the

extent to which the Company can reduce its emissions

and decarbonise its supply chain.

Increased

indirect

operating

costs

LowMedium-

term

MarketRisk /

opportunity

Changing consumer behaviour

Consumer preference shifts away from traditional dairy

products towards plant-based products have been

observed in recent years, driven by various factors

including climate and environmental considerations.

Carbon pricing has the potential to amplify switching,

by affecting dairy milk supply chains more than

plant-based supply chains resulting in a smaller price

differential between the two product categories. The

Company views this as both a risk and opportunity

and is responding with strategies to maintain and

grow its premium brand positioning, and through the

development of a low-carbon transition strategy to

reduce potential carbon liabilities.

Decreased

/ increased

revenues

due to

reduced

demand

for

products

LowShort-

term

Physical

risks and

opportunities

Risk /

opportunity

OverviewPotential

financial

impact

Potential

magnitude

Time

horizon

Chronic Risk Drought

Drought can impact dairy farms in several ways, including

limited supply and high cost of feed, limited water supply,

and impacts to the health and output of cattle due to

change in feed nutrition mix. Drought has the potential to

impact availability of supply and increase operating costs.

Increased

indirect

operating

costs

MediumLong-

term

AcuteRiskFlooding

Flooding can result in the loss of livestock, occupational

health and safety risks for employees and other

stakeholders, damage to property including paddocks

and pastures, critical equipment and facilities, temporary

loss of farm access, and loss of inventory.

Increased

indirect

operating

costs

MediumLong-

term

50
Strategic response and next steps

The Company is implementing and will continue

to evolve a mitigation and adaptation strategy

to address the impact of climate change.

Importantly, it has commenced the development of low

carbon transition strategy out to 2040 with targets for Scope

1, 2 and 3 greenhouse gas emissions reduction to net zero

by 2030 (for Scope 1 and 2) and by 2040 (for Scope 3).

Furthermore, the Company views changing consumer preferences

as both a risk and opportunity and is responding with strategies


to maintain and grow its premium brand positioning, and

through the development of a low-carbon transition strategy

to reduce potential carbon liabilities. It is likely that over time

there will be a shift in consumer preference towards climate

and environmentally friendly dairy products. This creates

an opportunity to strengthen the visibility and transparency

around these attributes in the Company’s products.

The Company’s mitigation approach to the impact of

climate change includes decarbonisation initiatives already

underway in our direct operations, for example:

—Converting the MVM coal-fired boiler to a high-

pressure electrode boiler and utilising renewable

energy for the electrification of the site.

—Undertaking a study for the Company’s primary milk

processing facility in Australia, Smeaton Grange, with key

projects progressed to a detailed feasibility study, following

the installation of solar power at Smeaton Grange last year.

—‘Green Energy’ or equivalent contracts established at

all sites where available which included converting

contracts for offices in Sydney and Melbourne,

operations in Sydney, while continuing contracts

already in place for Auckland and the USA.

Given the materiality of the Company’s Scope 3

GHG emissions, it is also investing in mitigation

initiatives in its supply chain. These include:

—Contribution to the conversion of Synlait’s

coal-fired boiler to biomass

—Working with methane mitigating asparagopsis

based feed supplement provider

—Establishing / continuing farmer grants programmes,

which in 2022 were extended beyond Australia to

New Zealand (see page 39 for further details)

The Company’s adaptation approach includes

investing in resilience throughout its direct

operations and supply chain, for example:

—Establishing a global framework for ‘farm environmental plans’

which is currently being rolled-out across supplier farms

—Farmer grants programmes, which in 2022 was

extended beyond Australia to New Zealand

(see page 39 for further details)

In August 2022, New Zealand released its first national adaptation

plan which contains strategies, policies and actions that will help

the country adapt to the changing climate and its effects. a2MC is

reviewing this plan to help inform the next steps on adaptation.

GOALS SHAREHOLDERS (CONTINUED)

BUILDING A SUSTAINABLE GROWTH BUSINESS

51
CORPORATE

GOVERNANCE

Governance 52

Directors 56

Our Executive Leadership Team 58

Remuneration 60

THE

a2 MILK COMPANY ANNUAL REPORT 2022

52
The a2 Milk Company is committed to

maintaining the highest standards of

corporate governance. The Company’s

corporate governance framework

has been established to ensure that

directors, officers, and employees

fulfil their functions responsibly, whilst

protecting and enhancing the interests of

shareholders.

Good corporate governance adds to the

performance of the Company, creates

shareholder value and engenders the

confidence of the investment market.

The Company’s corporate governance

framework has been developed with

regard to:

—the NZX Corporate Governance Code;

and

—the ASX Corporate Governance

Council’s Corporate Governance

Principles and Recommendations,


4th Edition (ASX Principles).

For FY22 the Company’s corporate

governance framework complied with the

recommendations in the NZX Corporate

Governance Code and the ASX Principles,

except as noted below.

Director independence

The Board Charter provides that the

Board will, where practicable, comprise a

majority of independent directors.

Director independence is initially assessed

upon each director’s appointment and

reviewed each year, or as required when

a new personal interest or conflict of

interest is disclosed. For this purpose,

each director is required to bring an

independent view and judgement to the

Board and to declare all actual or potential

conflicts of interest on an ongoing basis.

Any issue concerning a director’s ability

to properly act as a director must be

discussed at a Board meeting as soon

as practicable, and a director may not

participate in discussions or resolutions

pertaining to any matter in which the

director has a material personal interest.

In determining the independence of its

directors, the Board considers guidance for

independence, set out in the NZX Listing

Rules, the NZX Corporate Governance

Code and the ASX Principles. Based on

those rules and recommendations, a

director is considered to be independent

by the Board if he or she is a non-

executive director and free of any interest,

position, association or relationship that

could reasonably influence, or could

reasonably be perceived to influence, in a

material respect his, her or their capacity

to bring an independent view to decisions

in relation to the Company, or act in the

best interests of the Company as a whole

rather than in the interests of an individual

security holder or other party.

Based on these measures, and the

considerations discussed in this Annual

Report, the Board considers there is an

appropriate level of independent view

and judgement exercised by all directors

and that David Hearn (as of February

2022), Julia Hoare, Pip Greenwood,

Warwick Every-Burns, and Sandra Yu are

independent directors as at 30 June 2022,

and that up to her resignation on

28 February 2022, Bessie Lee was

also an independent director.

Corporate Governance Statement

The Company’s Corporate Governance

Statement, which is current as at 30 June

2022 and approved by the Board, can be

found at https://www.thea2milkcompany.

com/corporate-governance.

The Board

Role of the Board and delegation

of authority

The Board is responsible for the overall

governance and operations of the

Company, guiding the Company’s

strategic direction, monitoring risk, and

overseeing the activities of management.

All issues of substance affecting the

Company are considered by the Board,

with advice from external advisers as

required.

The role and responsibilities of the

Board are set out in the Board Charter,

available on the Company’s website at

www.thea2milkcompany.com/corporate-

governance. These include matters

relating to the Company’s strategic

direction, financial performance, executive

management, audit and risk management,

business planning, corporate governance

and disclosure, performance evaluation,

workplace health and safety, ethical

conduct, and determining the Company’s

sustainability strategy, including to

respond to the Company's environmental

and social sustainability risks and

opportunities.

The Board delegates certain functions

to its three Committees (Audit and

Risk Management Committee, People

and Remuneration Committee, and

Nomination Committee). The diagram

opposite illustrates the Company’s

corporate governance framework:

CORPORATE GOVERNANCE

GOVERNANCE

53
Audit and Risk Management

Committee (ARMC)

The principal purpose of this committee

is to assist the Board in fulfilling its

corporate governance and oversight

responsibilities in relation to the Group’s

risk management and internal control

systems, accounting policies and practices,

internal and external audit functions, and

corporate reporting.

People and Remuneration


Committee (PRC)

This committee assists the Board in

overseeing the design and implementation

of appropriate people and remuneration

policies and practices for the Company,

to ensure the Company can deliver on

its business objectives, remuneration is

fair and current, and the Company is

compliant with relevant laws, regulations

and applicable listing rules.

Nomination Committee (NOM)

This committee assists the Board by

considering nominations to the Board to

provide an appropriate mix of expertise,

diversity, skills and experience on

the Board.

These Board committees are governed by

charters detailing their specific functions

and responsibilities. The charter for each

committee is reviewed by the Board

annually. Copies of the committee charters

are available at www.thea2milkcompany.

com/corporate-governance.

GOVERNANCE FRAMEWORK

(i) Internal audit/external audit/legal and other

professional advice.

(ii) Accountability and reporting of corporate governance

and Board related matters.

(iii) Board delegates all matters except those reserved

for the Board or its committees.

(iv) Responsible for day to day operations; leads the

Executive Leadership Team.

(v) Implements strategy and business plans; directs

performance and behaviour of team.

INDEPENDENT

ASSURANCE

(i)

COMPANY

SECRETARY

(ii)

Delegation and

oversight

(iii)

Delegation and

oversight

Delegation and

oversight

Accountability

and reporting

Accountability

and reporting

Accountability

and reporting

BOARD OF

DIRECTORS

BOARD

COMMITTEES

(ARMC, PRC,

NOM)

CEO

(iv)

EXECUTIVE

LEADERSHIP

TEAM

(v)

THE

a2 MILK COMPANY ANNUAL REPORT 2022

54
CORPORATE GOVERNANCE

Board size, skills and structure

During the reporting period, the Board comprised between four and five independent non-executive directors (with Sandra Yu replacing

Bessie Lee following her retirement on 28 February 2022 and David Hearn considered to be independent from February 2022) and

one executive director, the Managing Director and CEO, David Bortolussi. The Company’s constitution provides for a minimum of

four directors and a maximum of eight, of which at least two must be ordinarily resident in New Zealand to comply with the NZX

Listing Rules.

The Board comprises directors with a diverse range of skills, experience and backgrounds to support the effective governance and

robust decision-making of the Group. A summary of the key skills and experience of the current directors against those identified


in the skills matrix is set out below:

GOVERNANCE (CONTINUED)

No. of Directors (total of 6)

Capability

Level of capability

HighMedium

Governance – experience in and commitment to the highest standards of corporate governance, including

as a non-executive director of a listed company, large or complex organisation or government body

22

Sustainability – understanding and experience in sustainable practices to manage the impact of business

operations on the environment and community and the impact of climate change on business operations

12

Strategy – development of corporate and business unit strategy and/or mergers, acquisitions and alliance

structuring and execution

42

Risk management – experience in identification, monitoring and management of material financial and

non-financial risks and understanding, implementation and oversight of risk management frameworks and

controls

23

Financial – understanding of financial statements and reporting, key drivers of financial performance,

corporate finance and internal financial controls

22

Leadership – experience in a senior management position in a listed company, large or complex

organisation or government body, including experience in leading strategy execution and operational

performance improvement

42

People and culture – experience in overseeing workplace culture, people management, development and

succession planning, setting remuneration frameworks and promoting diversity and inclusion

14

Consumer products – experience as a senior executive in, or as a professional advisor to, consumer

products (including dairy and/or nutritional) businesses, including sales and marketing and supply chain

41

Food safety – technical or managerial experience relating to food, food product development and

development and/or implementation and management of safe practices for the sourcing, production,

transport and distribution of perishable foods

11

Digital, data and technology – experience and expertise identifying, assessing, implementing and

leveraging digital technologies and other innovations, including in digital marketing and commerce,

understanding the use of data and analytics and responding to digital disruption

11

International markets – experience as a senior executive in, or as a professional advisor to, international

businesses and exposure to global markets and a range of different political, regulatory and business

environments

24

The Board skills matrix identifies the predominant skills of each Director. The Board has specifically limited each Director to having a

maximum of four areas identified as 'high capability' and four areas identified as 'medium capability'.

55
Board committees

The Board’s three standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees may be

established from time to time with specific responsibilities as delegated by the Board. The composition of the committees as at, and

throughout the financial year ended 30 June 2022 was as follows:

CommitteeMembersIndependentNon-executive

Audit and Risk Management Committee

Julia Hoare (Chair)

Warwick Every-Burns

Sandra Yu (appointed 1 March 2022)

Bessie Lee (retired 28 February 2022)









People and Remuneration CommitteeWarwick Every-Burns (Chair)

Pip Greenwood

Sandra Yu (appointed 1 March 2022)

Bessie Lee (retired 28 February 2022)









Nomination CommitteePip Greenwood (Chair)

Julia Hoare

David Hearn







Attendance at Board and Committee meetings

Director attendance at Board and Committee meetings during FY22 is set out below.

Meetings

of the Board

Audit and Risk

Management Committee

4

Remuneration

Committee

Nomination

Committee

HeldAttendedHeld AttendedHeld AttendedHeld Attended

David Hearn

1

(Chair)1212––––66

Julia Hoare (Deputy Chair)121266––66

David Bortolussi

(Managing Director and

CEO)

1212––––––

Pip Greenwood1212––2266

Warwick Every-Burns12126622––

Sandra Yu

2

221111––

Bessie Lee

3

10105511––

Held: meetings held during the period for which the person was a director or Committee member

1 David Hearn: independent director from 21 February 2022.

2 Sandra Yu: appointed 1 March 2022

3 Bessie Lee: retired 28 February 2022

4 In addition to the formal Audit and Risk Management Committee meetings, the Committee also had 3 workshops to prepare for formal meetings and discuss

any issues as they arose

Corporate governance policies

The following policies, each of which has been prepared having

regard to the ASX Principles and the NZX Corporate Governance

Code, are available on the Company’s website at


www.thea2milkcompany.com/corporate-governance:

—Code of Ethics;

—Continuous Disclosure Policy;

—Diversity Policy;

—Risk Management Policy. Refer to the discussion of this policy

commencing on page 24;

—Securities Trading Policy;

—Shareholder Communications Policy;

—Global Whistleblower Policy;

—Global Anti-Bribery and Anti-Corruption Policy; and

—Responsible Sourcing Policy.

The Board regularly reviews the performance and effectiveness

of the Company’s corporate governance policies and procedures

and, if appropriate, amends those policies and procedures or

adopts new policies or procedures, to uphold the integrity of the

Company’s corporate governance framework.

THE

a2 MILK COMPANY ANNUAL REPORT 2022

56
David Hearn

Chair and Independent,

Non-Executive Director

Master of Arts

Julia Hoare

Deputy Chair and Independent,

Non-Executive Director

Bachelor of Commerce, FCA, Chartered

Member of the Institute


of Directors (NZ)

David Bortolussi

Managing Director and CEO

Bachelor of Commerce

(University of Melbourne), FCA, F FIN,

Member of the Australian Institute of

Company Directors (MAICD)

Warwick Every-Burns

Independent,

Non-Executive Director

Advanced Management Program (Harvard)

Pip Greenwood

Independent,

Non-Executive Director

Bachelor of Laws

(LL.B.), University of Canterbury (NZ)

Sandra Yu

Independent,

Non-Executive Director

Master – Marketing, International Business

Management (National Taiwan University)


Advanced Management Program

(Harvard Business School)

Director since February 2014Director since November 2013Director since February 2021Director since August 2016Director since July 2019Director since March 2022

David has been a director of the Company

since 5 February 2014, and Chair since

30 March 2015. He is also a member of

the Nomination Committee.

David has experience and skills in executive

management, sales and marketing and

strategy development in fast moving

consumer goods (FMCG) in international

markets. He has held senior executive

roles including Chief Executive Officer

or Managing Director roles for FMCG

companies including Goodman Fielder

Limited, UB Snack Foods Europe/Asia,

Del Monte UK and Smith’s Crisps and for

the marketing services group, Cordiant

Communications Group.

In addition to his Company directorship,

David is also a director of SafeStore

Holdings PLC, Lovat Partners Limited

and Committed Capital Limited.

David resides in the United Kingdom.

Julia has been a director of the Company

since 19 November 2013, and Deputy

Chair since 30 March 2015. She is also

Chair of the Audit and Risk Management

Committee and a member of the

Nomination Committee.

In addition to her Company directorship,

Julia is the chair of Port of Tauranga

Limited, and a director of Auckland

International Airport Limited and Meridian

Energy Limited. She is also the President

and chair of the New Zealand Institute of

Directors and a member of the Chapter

Zero New Zealand Steering Committee.

Prior to joining the Board, Julia had

extensive chartered accounting experience

in Australia, the UK and NZ and was a

partner with PwC NZ for 20 years. She was

a member of the New Zealand External

Reporting Advisory Panel from 2013

to 2021.

Julia resides in New Zealand.

David joined the Company in February

2021 from his most recent role as Group

President – International Innerwear,

HanesBrands. He joined Pacific Brands

in 2009 initially as Chief Financial and

Operating Officer taking over as CEO

of the public company in 2014. In 2016,

HanesBrands acquired Pacific Brands and

expanded David’s role to cover Australasia

and subsequently its international

innerwear operations outside of the

Americas.

Prior to this David spent five years at

Foster’s Group, where he held the role

of Chief Strategy Officer responsible

for corporate strategy, M&A, business

development and performance

improvement. Prior to Foster’s Group,

David held senior consulting roles at

McKinsey & Company and PwC.

David’s career has largely been focused

on the Consumer and Retail sector in

Australia and New Zealand complemented

by significant international experience in

various markets and categories in China,

SE Asia, EU and the USA.

David resides in Australia.

Warwick has been a director of the

Company since 23 August 2016. He is also

Chair of the People and Remuneration

Committee and a member of the Audit

and Risk Management Committee.

Warwick has been a career Consumer

Packaged Goods (CPG) executive of

global scale. His executive roles have

included a successful career with The

Clorox Company of the USA as Senior Vice

President, International, based in the USA

and prior to that as VP Asia Pacific. His

earlier roles included Managing Director

of NationalPak Limited (the Glad Products

Company ultimately acquired by Clorox)

and a long career with Unilever PLC where

he was based in Australia. Warwick is

a Non-Executive Director of one of the

leading international wine companies, the

ASX listed Treasury Wine Estates Limited.

Warwick resides in Australia.

Pip has been a director of the Company

from 1 July 2019. She is also Chair of the

Nomination Committee and a member

of the People and Remuneration

Committee.

Currently Pip is also a director on the

boards of Westpac New Zealand,

Spark New Zealand, Fisher & Paykel

Healthcare and Vulcan Steel. She was

previously a senior partner at law firm

Russell McVeagh, where she spent over

10 years on the firm’s board including

acting as the firm’s board Chair and

interim CEO.

Pip brings extensive commercial and

board experience to The a2 Milk

Company board. A leader in the field of

corporate law and in the New Zealand

business community, she is the recipient

of numerous industry awards including

being named New Zealand 'Dealmaker

of the Year' at the Australasian Law

Awards 2018, an accolade she has

won five times; and she has twice been

recognised as a finalist at the Women of

Influence Awards.

Pip resides in New Zealand.

Sandra Yu has been a Director of the

Company since 1 March 2022. Sandra sits

on both the Audit and Risk Management

and the People and Remuneration

committees.

Sandra is an experienced global executive

in consumer goods industries, and

importantly in the infant milk formula

(IMF) market in China, with a proven

track record of driving business and brand

transformation, leveraging opportunities

for growth, and building organisational

capabilities across China as well as the USA

and other parts of Asia.

As the former head of Mead Johnson

Nutrition’s Greater China business,

Sandra was a member of the Mead

Johnson Nutrition’s Global leadership

team. Prior to that, Sandra held various

other senior executive roles at Mead

Johnson Nutrition, including as the Global

Marketing Vice President, responsible

for transition to new digital media and

e-commerce channels globally.

Sandra was also appointed as the non-

executive chairwoman to lead RB China's

advisory board after the merger between

Reckitt Benckiser and Mead Johnson

Nutrition in 2017.

Prior to joining Mead Johnson, Sandra

held executive positions at Unilever,

where she worked across Asia for

thirteen years.

Sandra resides in Greater China.

CORPORATE GOVERNANCE

DIRECTORS

57
David Hearn

Chair and Independent,

Non-Executive Director

Master of Arts

Julia Hoare

Deputy Chair and Independent,

Non-Executive Director

Bachelor of Commerce, FCA, Chartered

Member of the Institute


of Directors (NZ)

David Bortolussi

Managing Director and CEO

Bachelor of Commerce

(University of Melbourne), FCA, F FIN,

Member of the Australian Institute of

Company Directors (MAICD)

Warwick Every-Burns

Independent,

Non-Executive Director

Advanced Management Program (Harvard)

Pip Greenwood

Independent,

Non-Executive Director

Bachelor of Laws

(LL.B.), University of Canterbury (NZ)

Sandra Yu

Independent,

Non-Executive Director

Master – Marketing, International Business

Management (National Taiwan University)


Advanced Management Program

(Harvard Business School)

Director since February 2014Director since November 2013Director since February 2021Director since August 2016Director since July 2019Director since March 2022

David has been a director of the Company

since 5 February 2014, and Chair since

30 March 2015. He is also a member of

the Nomination Committee.

David has experience and skills in executive

management, sales and marketing and

strategy development in fast moving

consumer goods (FMCG) in international

markets. He has held senior executive

roles including Chief Executive Officer

or Managing Director roles for FMCG

companies including Goodman Fielder

Limited, UB Snack Foods Europe/Asia,

Del Monte UK and Smith’s Crisps and for

the marketing services group, Cordiant

Communications Group.

In addition to his Company directorship,

David is also a director of SafeStore

Holdings PLC, Lovat Partners Limited

and Committed Capital Limited.

David resides in the United Kingdom.

Julia has been a director of the Company

since 19 November 2013, and Deputy

Chair since 30 March 2015. She is also

Chair of the Audit and Risk Management

Committee and a member of the

Nomination Committee.

In addition to her Company directorship,

Julia is the chair of Port of Tauranga

Limited, and a director of Auckland

International Airport Limited and Meridian

Energy Limited. She is also the President

and chair of the New Zealand Institute of

Directors and a member of the Chapter

Zero New Zealand Steering Committee.

Prior to joining the Board, Julia had

extensive chartered accounting experience

in Australia, the UK and NZ and was a

partner with PwC NZ for 20 years. She was

a member of the New Zealand External

Reporting Advisory Panel from 2013

to 2021.

Julia resides in New Zealand.

David joined the Company in February

2021 from his most recent role as Group

President – International Innerwear,

HanesBrands. He joined Pacific Brands

in 2009 initially as Chief Financial and

Operating Officer taking over as CEO

of the public company in 2014. In 2016,

HanesBrands acquired Pacific Brands and

expanded David’s role to cover Australasia

and subsequently its international

innerwear operations outside of the

Americas.

Prior to this David spent five years at

Foster’s Group, where he held the role

of Chief Strategy Officer responsible

for corporate strategy, M&A, business

development and performance

improvement. Prior to Foster’s Group,

David held senior consulting roles at

McKinsey & Company and PwC.

David’s career has largely been focused

on the Consumer and Retail sector in

Australia and New Zealand complemented

by significant international experience in

various markets and categories in China,

SE Asia, EU and the USA.

David resides in Australia.

Warwick has been a director of the

Company since 23 August 2016. He is also

Chair of the People and Remuneration

Committee and a member of the Audit

and Risk Management Committee.

Warwick has been a career Consumer

Packaged Goods (CPG) executive of

global scale. His executive roles have

included a successful career with The

Clorox Company of the USA as Senior Vice

President, International, based in the USA

and prior to that as VP Asia Pacific. His

earlier roles included Managing Director

of NationalPak Limited (the Glad Products

Company ultimately acquired by Clorox)

and a long career with Unilever PLC where

he was based in Australia. Warwick is

a Non-Executive Director of one of the

leading international wine companies, the

ASX listed Treasury Wine Estates Limited.

Warwick resides in Australia.

Pip has been a director of the Company

from 1 July 2019. She is also Chair of the

Nomination Committee and a member

of the People and Remuneration

Committee.

Currently Pip is also a director on the

boards of Westpac New Zealand,

Spark New Zealand, Fisher & Paykel

Healthcare and Vulcan Steel. She was

previously a senior partner at law firm

Russell McVeagh, where she spent over

10 years on the firm’s board including

acting as the firm’s board Chair and

interim CEO.

Pip brings extensive commercial and

board experience to The a2 Milk

Company board. A leader in the field of

corporate law and in the New Zealand

business community, she is the recipient

of numerous industry awards including

being named New Zealand 'Dealmaker

of the Year' at the Australasian Law

Awards 2018, an accolade she has

won five times; and she has twice been

recognised as a finalist at the Women of

Influence Awards.

Pip resides in New Zealand.

Sandra Yu has been a Director of the

Company since 1 March 2022. Sandra sits

on both the Audit and Risk Management

and the People and Remuneration

committees.

Sandra is an experienced global executive

in consumer goods industries, and

importantly in the infant milk formula

(IMF) market in China, with a proven

track record of driving business and brand

transformation, leveraging opportunities

for growth, and building organisational

capabilities across China as well as the USA

and other parts of Asia.

As the former head of Mead Johnson

Nutrition’s Greater China business,

Sandra was a member of the Mead

Johnson Nutrition’s Global leadership

team. Prior to that, Sandra held various

other senior executive roles at Mead

Johnson Nutrition, including as the Global

Marketing Vice President, responsible

for transition to new digital media and

e-commerce channels globally.

Sandra was also appointed as the non-

executive chairwoman to lead RB China's

advisory board after the merger between

Reckitt Benckiser and Mead Johnson

Nutrition in 2017.

Prior to joining Mead Johnson, Sandra

held executive positions at Unilever,

where she worked across Asia for

thirteen years.

Sandra resides in Greater China.

THE

a2 MILK COMPANY ANNUAL REPORT 2022

58
CORPORATE GOVERNANCE

OUR EXECUTIVE

LEADERSHIP TEAM

David Bortolussi

Managing Director and CEO

Bachelor of Commerce (University

of Melbourne), FCA, F FIN, MAICD

Refer to page 56 for biography

Mark Sherwin

Chief Financial Officer (Interim)

Bachelor of Business – Finance and

Accounting (University of Technology,

Sydney), CA, DipInvRel

Mark Sherwin assumed the position of

Interim Chief Financial Officer in May 2022.

He is responsible for finance, investor

relations, risk and IT across the Group.

Mark has been with the Company since

2015 in a range of Group Finance roles

and brings 17 years’ experience across

finance, tax, investor relations, FP&A

and risk management. During this time,

Mark also spent 3 years leading the

Group's Investor Relations function.

Prior to joining a2MC, Mark

gained experience with Deloitte,

Shell plc and UGL Limited.

Jaron McVicar

Chief Legal and Sustainability

Officer and Company Secretary

Bachelor of Laws (University of Otago)

Jaron joined the Group in November

2016, having already provided legal

advice to the Group over a number

of years in his previous role with a

leading New Zealand law firm.

Jaron is responsible for the Group’s

legal function and in his role as

Company Secretary works closely

with the Board on governance.

Jaron’s role also includes leading our

important sustainability programme.

Prior to joining the Group, Jaron

worked in private practice for 15 years

as a corporate and commercial lawyer,

including seven years working in London.

Jaron is a qualified solicitor in New

Zealand and England and Wales.

Shareef Khan

Chief Operations Officer

Bachelor of Science, CSCP, APICS

Shareef joined the Group in June 2012

and is responsible for all operations

including farm services, planning,

supply chain, quality and regulatory

and product development across the

Group in each of our geographies.

This spans from farmers through to

distribution to our customers and includes

management of key strategic partnerships.

Shareef has over 18 years’ senior

management experience in the dairy

and infant nutrition category. He is a

qualified supply chain professional and has

experience across a number of industries.

Edith Bailey

Chief Marketing Officer

Bachelor of Business, Marketing and

Management – University of Technology

Sydney.

Edith joined the Company in December

2021 and is responsible for managing

the strategic and creative direction of

the a2™ brand, overseeing science

and nutrition functions, developing

integrated marketing programmes

and leading product innovation.

Edith was previously Consumer Marketing

Director, ANZ, with Danone Nutricia’s

Specialised Nutrition division, having spent

the past 14 years with the organisation

in several senior marketing, channel and

category development positions. Edith

has significant experience in the infant

nutrition category across China, New

Zealand, Australia and South East Asia.

Before her time at Danone, Edith held

senior marketing roles with Pepsico,

Campbell Arnotts and S.C. Johnson & Son.

Eleanor Khor

Chief Strategy Officer

Bachelor of Commerce / Bachelor of

Laws (Hons), University of Melbourne

Eleanor joined the Company in

August 2018, bringing a diverse

range of experience, including her

time as a corporate and M&A lawyer

at Allen Linklaters, a management

consultant at Bain & Co, and working

in private equity with a focus on

consumer goods businesses.

As Chief Strategy Officer, Eleanor is

responsible for developing corporate

and business strategy and the

execution of key growth, performance

improvement and potential M&A,

joint venture and alliance initiatives.

Since joining a2MC, Eleanor has

spent significant time working across

China and the Asia Pacific regions.

Amanda Hart

Chief People and Culture Officer

Bachelor of Business Administration –

University of South Australia

Amanda joined the Company in September

2021 and is responsible for driving the

people strategy and executing integrated

programmes focused on continuing

to improve the Company’s capability

building, leadership development,

employee engagement, diversity and

inclusion, and pioneering culture.

Amanda was previously Head of Human

Resources (Australia and New Zealand),

with Dyson Appliances, having spent

the past four years with the organisation

as a senior human resources leader

across several Asia Pacific markets with

a focus on leadership development

and organisational change.

Prior to her time at Dyson Appliances,

Amanda held senior human resources

roles with Cotton On Clothing Group and

Global Radio whilst based in England.

59
Xiao Li

Chief Executive – Greater China

Bachelor of Arts in Business Admin,

English (Heilongjiang University), Master,

EMBA (China Europe International

Business School)

Xiao Li joined the Group in April 2019

and is responsible for maximising the

significant opportunities that the Greater

China market presents for the Company,

executing against our strategy and putting

the right capabilities in place to deliver

to these future growth opportunities.

Xiao Li has substantial experience building

successful businesses in China across a

diverse range of multinational and local

fast growth consumer driven companies

including Shell Company, Mars, Unilever,

Nike, GM of Pousheng (HK listed sport

retail), Burger King China (CEO) and in his

previous position as President of Wanda

Kids Group and SVP of Wanda Group.

Blake Waltrip

Chief Executive – USA

BA Economics (University of California at

San Diego), Masters of Business

Administration (Anderson Graduate

School of Management, UCLA)

Blake joined the Group in May 2016,

assuming the role of Chief Executive

of the USA region. Blake is responsible

for leading our Northern American

liquid milk business as well as managing

our supply chain partnerships and

performance for this region.

Blake has a strong marketing, sales and

general management skill set. Blake

was previously the CEO of Quinoa

Corporation Inc, (The Ancient Harvest

Brand) based in Boulder, Colorado.

His previous roles have included VP

and CMO of the beverage division of

the Hain Celestial Group, Managing

Partner of a marketing services and

strategy group, Growth Ventures,

President Americas of Lowe Alpine, and

an earlier extensive marketing career

with Nestlé USA beverage brands.

Kevin Bush

Executive General Manager – ANZ

Member of the Australian Institute of

Company Directors (MAICD), B. Comm

Marketing (Monash University), Graduate

Cert Data Analytics (UNSW)

Kevin was appointed to the role of

Executive General Manager – ANZ

in July 2021. Kevin is responsible

for leading the Company’s business

in Australia and New Zealand.

Kevin previously held the role of Sales

Director – ANZ from July 2016 and was

pivotal in growing the a2 Milk™ liquid milk

brand and driving increased market share.

He has also overseen the successful

establishment of the a2 Platinum

®


brand in the South Korean market and

various other business development

initiatives across the Group.

Kevin is a highly experienced sales and

marketing professional with extensive

FMCG experience across Australian and

UK markets and has held senior positions

with leading consumer goods companies

including Mars, Nestlé and McCain Foods.

Yohan Senaratne

Executive General Manager

– International

Master (Business Administration) –

Kellogg School of Management,

Northwestern University, Bachelor

Commerce, Bachelor Business Systems –

Monash University, Member of the

Australian Institute of Company Directors

(MAICD)

Yohan is responsible for leading the

Company’s cross-border export business,

primarily focused on English label IMF

products manufactured in New Zealand

and sold into China, including liquid

milk and other nutritional products.

Yohan is responsible for managing

products sold through all channels,

principally via the daigou/reseller/O2O

and cross-border e-commerce (CBEC)

channels. The International team is also

responsible for developing the Company’s

business in emerging markets.

Yohan brings capability in strategy,

marketing, sales and e-commerce, and

experience in infant milk nutrition and

adjacent categories in China. Yohan joined

the Company from his most recent role as

Sales and Marketing Director at Bellamy’s

Organic. Yohan has also held multiple

positions at Mondelez International,

including Head of e-commerce for

Australia, New Zealand and Japan. Prior to

this, Yohan worked at ANZ Bank, focusing

on retail banking digital transformation

and with strategy consultancy LEK.

Bernard May

CEO – Mataura Valley Milk

Certificate in Company Direction

(NZ Institute of Directors), Certificate in

Food Technology (Auckland Institute of

Technology), Certificate of Quality

Assurance (New Zealand Quality

Assurance Authority)

Bernard joined The a2 Milk Company

when it acquired 75% share of

Mataura Valley Milk in July 2021.

Bernard is responsible for leading

Mataura Valley Milk, one of the

most technically advanced nutritional

manufacturing sites globally. Mataura

Valley Milk produces nutritional products

for international brands that value

quality, reliability and expertise.

As a skilled leader with 35 years of

experience in the food and beverage

industry, Bernard has a comprehensive

knowledge of operations management,

commercial leadership, product

development and people development

including in his management roles for

both Lion and Westland Milk Products.

THE

a2 MILK COMPANY ANNUAL REPORT 2022

60
REMUNERATION

The Company’s success depends on the quality and contribution of

its people, with their talents enabling us to realise our enduring

purpose and vision, and achieve our short and long-term ambition

and strategic objectives. The Company’s remuneration philosophy

for all employees and executives aims to:

—link rewards to the creation of sustainable value for

shareholders, whilst avoiding inappropriate risk;

—attract, motivate and retain talented employees and executives;

—initiate and execute the Company’s strategy and

business plans as endorsed by the Board;

—incentivise, recognise and reward the delivery

of outstanding performance;

—have a balanced mix of short-term and long-

term remuneration components;

—be consistent with, and supportive of, the

Company’s ethical framework and commitment

to good corporate governance; and

—ensure that remuneration arrangements are

competitive and fair in a broad market.

REMUNERATION POLICIES

AND PRACTICES

The People and Remuneration Committee advises the Board on

the policies and practices of the Company regarding the

remuneration of directors, the executive leadership team

(reporting directly to the CEO) (ELT) and other senior leaders of the

Group and reviews all components of the Group’s remuneration

practices relevant to its employees. The People and Remuneration

Committee Charter sets out the objectives, responsibilities and

authority of the People and Remuneration Committee in relation

to remuneration matters. The Charter stipulates that the

Committee will make recommendations to the Board, but all

decision-making authority in relation to remuneration remains

with the Board.

The Board’s policy for remunerating the CEO, ELT and other senior

leaders is to provide market-based remuneration packages

comprising a blend of fixed and variable at-risk incentive-based

remuneration with clear links between individual and Company

performance, and reward. The People and Remuneration

Committee reviews the remuneration packages of the CEO, ELT

and other senior leaders at least annually and as an aggregate, all

other employees at least annually.

All employees have a fixed remuneration package. Selected

employees also have variable remuneration in the form of a

short-term incentive (STI) as part of their remuneration package.

Certain selected senior executives may also have long-term

incentives (LTI) as part of their remuneration package.

In FY22, eligible employees, not participating in the LTI plan, were

entitled to participate in the Company’s Gift Plan, under which

they receive shares in the Company worth up to A$1,000, at no

cost to the employee. This plan is designed to give participating

employees an ownership interest in the Company.

Remuneration packages for senior leaders are structured so that a

significant portion of remuneration is at risk but can be earned by

the achievement of superior performance. The LTI plan is designed

to drive sustained performance over time and to both attract and

retain the best possible talent.

An appropriate remuneration mix is determined for each

position, taking into consideration the employee’s role

and level of responsibility.

MANAGING EXECUTIVE

PERFORMANCE

Robust processes are in place for supporting and evaluating the

performance of the CEO, ELT and other senior leaders.

The Board and CEO determine and agree annual targets and

objectives for the Company based on the Company’s strategic

plan, supported by a comprehensive and collaborative budgeting

and forecasting process. The CEO is accountable to the Board for

the delivery of the agreed targets and objectives.

The objectives agreed between the Board and the CEO are

discussed and cascaded to each member of the ELT and captured

in individual performance plans. The CEO uses the performance

plans to facilitate individual conversations with each member of

the ELT. The performance discussions are documented and form

the basis of the annual performance review that each executive

undertakes with the CEO at the end of the performance period.

The outcome of the executive’s performance over the course of

the year is one factor taken into account when any changes to

fixed remuneration or any award of variable remuneration and

incentives are considered.

During FY22, each member of the ELT who was an employee for

the duration of the reporting period had at least one performance

discussion documented.

REMUNERATION FRAMEWORK

The remuneration framework is designed to deliver high

performance with substantial components at-risk, with the aim

of more closely aligning remuneration with the Company’s

values, objectives and risk tolerances as set out below.

FIXED REMUNERATION

Employees’ fixed remuneration is based on a matrix of an

individual’s skills and experience relevant to the role, their

individual performance and their current level of remuneration

relative to market remuneration benchmarks. Fixed remuneration

is reviewed on an annual basis with reference to independent

external surveys, and where appropriate, is adjusted based on

consideration of individual performance and market

remuneration benchmarks.

CORPORATE GOVERNANCE

61
VARIABLE REMUNERATION

The STI and LTI programmes provide the potential for participating employees to receive payment over and above fixed remuneration.

These programmes are discretionary, appropriate to the results delivered by the Group and employee performance and based on the

principle of reward for performance. A significant portion of senior executive remuneration is at risk.

The following table illustrates the relative percentages of fixed remuneration and at risk STI and LTI for FY22.

FixedSTI (at target)LTI (face value)

CEO27%32%41%

Executive Leadership Team (not including the CEO)30%-45%24%-29%27%-45%

Short-Term Incentive (STI) plan

The purpose of the STI plan is to build a results-focused culture, incentivising delivery of the Group’s short-term targets and objectives

and rewarding team and individual performance. STI values and performance targets are approved by the People and Remuneration

Committee and Board each financial year.

Payments are made under the STI plan in the form of a cash bonus.

The FY22 STI plan provides that the amount of any cash bonus payable to a participating employee will be determined by reference to:

—the amount of the employee’s target incentive, as referenced against their fixed annual remuneration;

—the Group’s performance against the FY22 Group Performance Scorecard (comprising both financial and non-financial targets)

including implementation of the Group’s refreshed growth strategy, as set out below; and

—the employee’s performance against personal objectives for the performance period reflected in an individual performance multiplier.

The FY22 Group Performance Scorecard includes financial measures with a weighting of 60% and non-financial measures with a

weighting of 40%, as set out in the table below.

For each objective there are threshold, target (as shown in the table below) and maximum metrics to assess the Group’s performance

against and the outcomes as determined independently by the Board (excluding the CEO).

FY22 Group Performance Scorecard

FY22 Group ObjectivesMetric

Weighting

at target

Financial MeasuresNet sales revenue

EBITDA

60%

Non-Financial Measures40%

PeopleSafety performance, awareness and leadership;

employee engagement; and constructive leadership

programme implementation

5%

SustainabilityDevelopment of sustainability targets across six capitals

framework and implementation progress

5%

Market accessChina label new GB formulation registration progress 10%

Brand healthBrand health targets across Australian milk trial; China unprompted

brand awareness; and USA household penetration (with most

weight placed on China outcomes)

5%

Market shareMarket share targets across China label IMF (offline and online);

English label IMF; Australian fresh milk and USA liquid milk

5%

InventoryInventory months cover for Group and across multiple channels to

market and at relevant points of distribution

10%

Total at target100%

The FY22 STI plan provided threshold to maximum potential metrics for the Group Performance Scorecard with outcomes ranging from

0% to 130%, with target at 100%. The outcome of the FY22 Group Performance Scorecard determined by the Board for all Executive

Leadership Team members (including the CEO) was 95% reflecting that an outcome of 55% (of 60%) was achieved against financial

measures (with FY22 net sales revenue being above target, and with FY22 EBITDA being marginally below target) and an outcome of

40% (of 40%) was achieved against non-financial measures with the various components overall being at target.

THE

a2 MILK COMPANY ANNUAL REPORT 2022

62
Long-Term Incentive (LTI) plan

Participation in the LTI plan is by invitation only, at the sole and absolute discretion of the Board. The LTI plan is designed to reward

performance in support of the achievement of the Company’s refreshed growth strategy: targeting profitable, long-term revenue growth,

which requires appropriate investment.

The Company grants performance rights (Awards) to eligible participants under the plan, governed by specific terms and conditions. Each

Award granted represents a right to receive one fully paid share in the Company (or cash equivalent, at the election of the Company) once

the Award vests and is exercised. The number of Awards and the vesting conditions for Awards issued under the LTI plan are determined

by and at the sole discretion of the Board, with the number of Awards to an eligible participant set by reference to a fixed percentage of

that participant’s fixed annual remuneration. No dividends are paid on performance rights. The Board may forfeit performance rights for

fraud, dishonesty or wilful breach of duties.

Performance rights granted in FY22

During the year the Board authorised the issue of 4,355,314 performance rights to the CEO, ELT and senior leaders under the LTI plan in

respect of FY21 (the issue of which was temporarily deferred) and FY22.

The deferral of the issue of performance rights under the LTI programme in FY21 meant that performance rights were issued in the period

in two tranches, with differing performance periods and performance hurdles as set out below.

The performance rights vest subject to:

—Continuing employment; and

—Achieving certain EPS CAGR (compound annual growth in diluted earnings per share) and minimum Revenue

CAGR (compound annual growth in sales) performance hurdles over the performance periods:

Performance rights grants:Performance periodEPS CAGR hurdleRevenue CAGR hurdles

50% vest85% vest100% vest

Tranche 1 (FY21 plan)

1,955,113 rights2 years to 30 June 202320%7. 5%10%12.5%

Tranche 2 (FY22 plan)

2,400,201 rights3 years to 30 June 202420%6%8%10%

Both the minimum EPS CAGR and 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 vesting hurdle.

EPS CAGR and Revenue CAGR are derived from the annual report of the Company for the relevant financial years and are subject to

adjustment to remove the impact of material items as the Board may determine, including, without limitation, adjustments made to

exclude the impact of unusual or one-off items, discontinued operations, acquisitions and disposals and capital management.

It is currently intended that, subject to compliance with relevant laws, the Company will satisfy its obligation to allocate ordinary shares

upon the vesting of performance rights by instructing the trustee of the a2MC Group Employee Share Trust to purchase shares on market.

Further details on the current LTI plan and previous plans can be found at Note F2 to the financial statements.

REMUNERATION (CONTINUED)

CORPORATE GOVERNANCE

63
Minimum Shareholding Requirement

Executive Leadership Team

A Minimum Shareholding Requirement (MSR) Policy applies to all members of the ELT. From time-to-time additional employees may

be identified to whom the MSR Policy will apply.

The purpose of the MSR Policy is to strengthen the alignment between the interests of the ELT and the interests of shareholders and

encourage a focus on building long-term shareholder value.

Each member of the ELT is required to acquire and hold a minimum shareholding equivalent to 100% of their fixed annual

remuneration comprising base salary and compulsory employer superannuation contributions (or equivalent) before any tax or

social security deductions.

ELT members are expected to achieve the MSR by the end of five annual vesting periods for LTI grants. All executives are currently

expected to achieve the MSR within the timeframe required by the policy.

Directors’ remuneration

Non-executive directors’ remuneration is paid in the form of director’s fees and is structured to reflect the respective responsibilities and

workloads of their Board and Committee positions.

The annual aggregate non-executive directors’ remuneration pool, approved by shareholders at the Company’s Annual Meeting of

Shareholders held on 20 November 2018, is capped at $1,365,000.

Directors’ fees structure $ annual

Base board fees:

Chair of the Board (refer below)265,000*

Deputy Chair210,000

Non-executive director165,000

Audit and Risk Management Committee:

Chair35,000

Committee member16,500

People and Remuneration Committee:

Chair

35,000

Committee member16,500

Nomination Committee:

Chair

22,000

Committee member11,000

* The Chair's annual base fee was increased to $265,000 with effect from 21 February 2022, being the date on which it was confirmed that the Board had

determined that David Hearn was an independent director of the Company.

Remuneration and the value of other benefits paid to non-executive directors of the Company for the year ended 30 June 2022 was as

follows:

Board feesCommittee fees

Total

remuneration

$

Audit and Risk

Management

$

People and

Remuneration

$

Nomination

$$

David Hearn (Chair)200,000

3

–––200,000

Julia Hoare (Deputy Chair)210,00035,000–11,000256,000

Pip Greenwood165,000–16,50022,000203,500

Warwick Every-Burns165,00016,50035,000–216,500

Bessie Lee

1

110,00011,00011,000–132,000

Sandra Yu

2

55,0005,5005,500–66,000

Total905,00068,00068,00033,0001,074,000

1 Bessie Lee: retired on 28 February 2022

2 Sandra Yu: appointed 1 March 2022

3 Reflects that the Chair's base fee increased from $165,000 to $265,000 effective 21 February 2022

No director of a subsidiary company was remunerated in their capacity as a director.

THE

a2 MILK COMPANY ANNUAL REPORT 2022

64
Remuneration of CEO – David Bortolussi

David commenced his appointment as Managing Director and CEO

on 8 February 2021. Details of his remuneration arrangements are

set out below:

Term

There is no fixed term, David’s employment is ongoing

until terminated by either David or the Company.

Total Fixed Remuneration

A$1,795,082 per annum (inclusive of superannuation),

to be reviewed annually.

STI

On an annual basis, David participates in the Company’s STI plan.

For FY22, his STI incentive at target is 120% of his Total Fixed

Remuneration subject to the achievement of the Group

Performance Scorecard and individual performance objectives

both determined by the Board (excluding David). In FY22, the

Group Performance Scorecard outcome range is from 0% to

130% and David’s individual performance multiplier range is from

0% to 130% which is consistent with the prior year. Accordingly,

David’s STI payment in FY22 is determined by multiplying his Total

Fixed Remuneration by 120% multiplied by the Group

Performance Scorecard outcome multiplied by the individual

performance multiplier.

LT I

On an annual basis David will be invited to take up performance

rights under the Company’s LTI plan. To date, performance rights

issued to David have been issued on the basis that they may only

be satisfied on exercise with shares purchased on market.

Relocation allowance

An allowance of A$10,000 per month (net of tax) was paid

to assist David during FY22 to assist with the cost of David’s

accommodation in Sydney and travel between Melbourne

and Sydney.

Notice period

Generally, resignation by David requires six months’ notice and

termination (other than for cause) by the Company requires twelve

months’ notice.

Leave

Five weeks per annum paid annual leave.

Other terms

The agreement also includes standard terms covering

expense reimbursement, conflicts of interest, confidentiality,

intellectual property and moral rights, clawbacks and restraints

upon termination (which address non-competition, as well as

non-solicitation of employees, customers and suppliers).

Remuneration paid in FY22

The remuneration paid to David Bortolussi in the financial year was

as follows:

2022

A$

2021

*

A$

Fixed remuneration1,795,082693,16 0

STI paid630,000–

Transition benefits

1

–1,270,000

Allowance226,41694,340

Total remuneration received2,651,4982, 0 5 7, 5 0 0

* From 8 February 2021 to 30 June 2021

1 Refer to FY21 Annual Report for details of transition benefits received by

David on a one-off basis in FY21.

As noted above, for FY22, David is entitled to receive an STI

payment at target of 120% of his Total Fixed Remuneration

modified for group and individual performance. The Board has

determined that the Group Performance Scorecard outcome is

95% and David’s individual performance multiplier is 110%. As a

result, a payment in the amount of A$2,251,031 is to be made to

David under the FY22 STI plan representing 105% of his

entitlement at target.

LTI – granted in FY22

In October 2021, the following performance rights, totalling

969,483 rights, were granted to David under the Company’s

LTI Plan:

—Tranche 1 (FY21 plan) 478,577 performance rights vesting

August 2023; and

—Tranche 2 (FY22 plan) 490,906 performance rights vesting

August 2024.

Time-based rights – transition benefits

In FY21, David was granted 311,283 time-based rights as a

transition benefit, being partial compensation for vested and

unvested entitlements that he forfeited on resigning from his

previous employment.

Of these time-based rights, 155,642 vested on 21 February 2022,

when the share price was NZ$6.31; and the remaining 155,641

rights are scheduled to vest in February 2023.

Other than to meet any tax obligations, no shares held by David

can be sold until he holds sufficient shares to meet the Company’s

minimum shareholding requirement under the MSR Policy.

REMUNERATION (CONTINUED)

CORPORATE GOVERNANCE

65
FINANCIAL

STATEMENTS

Directors’ approval of the

financial statements 66

Independent auditor’s report 67

Consolidated statement

of comprehensive income 72

Consolidated statement

of changes in equity 73

Consolidated statement

of financial position 75

Consolidated statement

of cash flows 76

Notes to the financial

statements 77

66
The directors of The a2 Milk Company Limited are pleased to present the consolidated

financial statements for The a2 Milk Company Limited (the Company) and its

subsidiaries (together the Group) for the year ended 30 June 2022.

The directors are responsible for preparing and presenting financial statements in

accordance with New Zealand law and generally accepted accounting practice, which

present fairly the financial position of the Group as at 30 June 2022 and the results of

its operations and cash flows for the period ended on that date.

The directors consider the financial statements of the Group to have been prepared

using accounting policies which have been consistently applied and supported by

reasonable judgements and estimates and that all relevant financial reporting and

accounting standards have been followed.

The directors believe that proper accounting records have been kept which enable,

with reasonable accuracy, the determination of the financial position of the Group

and facilitate compliance of the financial statements with the Financial Markets

Conduct Act 2013.

The directors consider that they have taken adequate steps to safeguard the assets of

the Group, and to prevent and detect fraud and other irregularities. Internal control

procedures are also considered to be sufficient to provide a reasonable assurance as to

the integrity and reliability of the financial statements.

There are reasonable grounds to believe that the Company and the Group entities

identified in Note E1 will be able to meet any obligations or liabilities to which they are

or may become subject to by virtue of the Deed of Cross Guarantee between the

Company and those Group entities pursuant to ASIC Corporations (Wholly-owned

Companies) Instrument 2016/785.

David Hearn

Chair

David Bortolussi

Managing Director and CEO

28 August 2022

DIRECTORS’ APPROVAL OF THE

FINANCIAL STATEMENTS FOR

THE YEAR ENDED 30 JUNE 2022

67
THE

a2 MILK COMPANY ANNUAL REPORT 2022

INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 30 JUNE 2022

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Independent auditor’s report to the shareholders of The a2 Milk Company

Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of The a2 Milk Company Limited (the “Company”) and its

subsidiaries (together “the Group”) on pages 72 to 117, which comprise the consolidated statement

of financial position of the Group as at 30 June 2022, and the consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended of the Group, and the notes to the consolidated financial

statements including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 72 to 117 present fairly, in all material

respects, the consolidated financial position of the Group as at 30 June 2022 and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand

Equivalents to International Financial Reporting Standards and International Fina

ncial Reporting

Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken

so that we might state to the Company’s shareholders those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the Company and the Company’s shareholders,

as a body for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in theAuditor’s responsibilities for the

audit of the financial statementssection of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1International

Code of Ethics for Assurance Practition

ers (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Ernst & Young has provided market research services in relation to brand health tracking and has also

provided sustainability reporting advisory services to the Group. Partners and employees of our firm

may deal with the Group on normal terms within the ordinary course of trading activities of the

business of the Group. We have no other relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the

consolidated financial statements as a whole, and in forming our

opinion thereon, but we do not provide a separate opinion on these matters. For each matter below,

our description of how our audit addressed the matter is provided in that context.

Ernst & Young

200 George Street

Sydney NSW 2000 Australia

GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555

Fax: +61 2 9248 5959

ey.com/au

68
INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 30 JUNE 2022

FINANCIAL STATEMENTS

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

We have fulfilled the responsibilities described in theAuditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters.

Accordingly, our audit included the performance of procedures designed to respond to our

assessment of the risks of material misstatement of the financial statements. The results of our audit

procedures, including the procedures performed to address the matters below, provide the basis for

our audit opinion on the accompanying consolidated financial statements.

Customer rebates and promotional allowances

Why significantHow our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of rebates and promotional allowances

owed to customers based on their individual

contractual arrangements.

The recognition and measurement of rebates and

promotional allowances, including the establishment

of an appropriate accrual at year end, involves

judgment and estimation, particularly relating to

variable rebates and the expected level of rebate

claims by the customers.

This was considered a key audit matter given the

value of rebates and promotional allowances provided

to customers, together with the level of judgment

involved in estimating this variable consideration at

year end.

Disclosures regarding revenue and the related

rebates and promotio

nal allowances are included in

note B2 to the financial statements.

Our audit procedures included the following:

Considered the appropriateness of the

Group’s revenue recognition accounting

policies as they relate to rebates and

promotional allowances.

Understood the Group’s processes and

controls over the recording of rebates and

promotional allowances.

Selected a sample of customer contracts,

determined whether variable rebates were

calculated in accordance with the agreed

terms and inquired of management as to the

existence of any non-standard agreements

or side arrangements with customers.

Selected a sample of variable rebates

recorded and assessed whether the timing

and value of amounts recognised were in

accordance with NZ IFRS.

Compared a sample of customer claims for

variable consideration and payments made

subsequent to year end to recorded accruals.

Considered the year end ageing profile of

rebates and promotional allowances and

inquired as to the likelihood of aged balances

being settled.

Considered the adequacy of the associated

disclosures in the financial statements.

69
THE

a2 MILK COMPANY ANNUAL REPORT 2022

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Valuation of inventory

Why significantHow our audit addressed the key audit matter

As at 30 June2022, the Group held $140.0m(FY21:

$112.2m) of inventories.

As detailed in note C2 of the financial report,

inventories are valued at the lower of cost and net

realisable value. Significant judgement is involved in

estimating the net realisable value of inventory across

a range of product types with limited shelf life sold

through a number of sales channels.

In addition, complexities associated with COVID-19

and the geopolitical environment continue to impact

international trade, supply chain efficiency, consumer

preferences and inflation, leading to increased

uncertainly in forming these estimates.

We considered this a key audit matter due to the size

of the inventory balance and the complexity in

est

imating the valuation of inventory.

Our auditprocedures assessed the valuation of

inventories and the related financial statement

disclosures. These procedures included the following:

Assessed the application of inventory costing

methodologies and tested the recorded cost

of a sample of inventory items to supplier

invoice or other relevant documentation.

Assessed the effectiveness of relevant

controls to identify inventory that is no

longer considered saleable.

Attended stocktakes at a selection of

locations to validate the existence and expiry

dates of inventory on a sample basis.

Attended the destruction of stock at a

sample of locations to validate the accuracy

of prior year inventory written off and

associated costs of disposal.

Tested the year-end inventory ageing

forecast model prepared by the Group which

is used in calculating the net realisable value

of inventory. Our procedures included

validating model inputs, including expiry

dates, and assessing the sales volume and

pricing used based on historical evidence,

seasonal trends and enquiry with

management.

Considered the adequacy of the associated

disclosures in the financial statements.

70
INDEPENDENT AUDITOR’S REPORT

FOR THE YEAR ENDED 30 JUNE 2022

FINANCIAL STATEMENTS

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Acquisition of Mataura Valley Milk Limited

Why significantHow our audit addressed the key audit matter

On 30 July 2021, the Group completed the

acquisition of 75% of Mataura Valley Milk Limited

(“MVM”) for $161.8m and concurrently entered into

a shareholder loan with MVM for $106.7m, resulting

in a cash outflow of $268.5m.

As detailed in note E2 of the financial statements, the

Group’s share of identifiable net assets acquired was

assessed as $67.7m. Goodwill on acquisition

amounted to $94.1m. This goodwill was allocated to

existing cash generating units of the Group.

Acquisition accounting, including determining the

value of purchase consideration, identifying and

estimating the fair value of identifiable net assets and

the allocation of goodwill on acquisition to cash

generat

ing units (“CGUs”) requires significant

judgement and estimation. The Group engaged

specialists to determine the fair value of property,

plant and equipment.

We considered this a key audit matter due to the size

and complexity of the acquisition and its resulting

impact on the Group’s financial position.

Our audit procedures included the following:

Inspected the acquisition contracts and

settlement support to assess the nature and

timing of the business acquisition in

accordance with NZ IFRS 3.

Evaluated the fair value of purchase

consideration based on the contract terms,

settlement adjustments and disbursements.

Assessed the reasonableness of the Group’s

assessment of the identifiable assets and

liabilities included in the acquisition and the

fair value of those assets and liabilities.

Involved our in-house valuation specialists in

evaluating the fair value of property, plant

and equipment.

Assessed the competence, qualifications and

objectivity of the Group’s valuation

specialists.

Recalculated the goodwill on acquisition and

assessed the Group’s allocation of goodwill

to its identified CGUs.

Assessed the adequacy of the associated

disclosures in the financial statements.

Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the Annual Report, which includes information other

than the consolidated financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained during the audit, or otherwise

appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

71
THE

a2 MILK COMPANY ANNUAL REPORT 2022

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand Equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on

behalf of the entity the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is

located at the External Reporting Board’s website:https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. We also provide the directors with a statement

that we have complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be thought to bear on

our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-

Smith.

Ernst & Young

Sydney

28 August 2022

72
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2022

Notes

2022

$’000

2021

$’000

SalesB11,4 43,7401,205,034

Cost of sales(780,222)(695,321)

Gross margin663,518509,713

Other revenueB12,4891,70 0

Distribution expenses(48,854)(45,175)

Administrative expenses(105,200)(87,020)

Marketing expenses(230,019)(168,710)

Other expenses(104,525)(94,462)

Operating profit 17 7, 4 0 9116,046

Interest income6,5693,989

Finance costsB4(2,591)(770)

Net finance income3,9783,219

Profit before tax181,387119, 265

Income tax expenseB6(66,646)(38,607)

Profit for the year114 ,74180,658

Profit for the year attributable to:

Owners of the Company122,62480,658

Non-controlling interests( 7, 8 8 3)–

114 ,74180,658

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign currency translation profit11, 07 31,073

Cash flow hedges(14 ,113)–

Items not to be reclassified to profit or loss:

Listed investment fair value lossC7(22,543)(134,618)

Total other comprehensive loss(25,583)(133,545)

Total other comprehensive loss attributable to:

Owners of the Company(24,471)(133,545)

Non-controlling interests(1,112)–

(25,583)(133,545)

Total comprehensive income/(loss)8 9,15 8(52,887)

Total comprehensive income/(loss) attributable to:

Owners of the Company9 8 ,153(52,887)

Non-controlling interests(8,995)–

8 9,15 8(52,887)

Earnings per share

Basic and Diluted (cents per share)B516.4910.86

The accompanying notes form part of these financial statements.

FINANCIAL STATEMENTS

73
THE

a2 MILK COMPANY ANNUAL REPORT 2022

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

Attributable to owners of the Company

Year ended

30 June 2022

Foreign currency translation reserve $’000 Fair value


revaluation reserve $’000 Employee equitysettled paymentsreserve$’000 Treasury shares reserve $’000 Hedging reserve$’000 Total reserves $’000 Retained earnings $’000 Share capital $’000 Total $’000 Non–controlling interests$’000 Total equity$’000

Balance 1 July 2021 (11, 4 0 5 ) (130,978) 36,058 (3,773) – (110 , 0 9 8 ) 1,0 4 4,937 149,121 1,083,960 – 1,083,960

Profit after tax for

the period – – – – – – 122,624–122,624( 7, 8 8 3)114 ,741

Foreign currency

translation differences

– foreign operations 10,454––––10,454––10,454–10,454

Changes in cash flow

hedges taken to equity ––––(21,632)(21,632)––(21,632)(1,727)(23,359)

Cash flow hedges

reclassified to profit

or loss––––4,8724,872––4,8726155,487

Listed investment –

fair value movement –(22,543)–––(22,543)––(22,543)–(22,543)

Income tax619–––3,7594,378––4,378–4,378

Total comprehensive

income for the period 11, 07 3(22,543)––(13,0 01)(24,471)122,624–9 8 ,153(8,995)8 9,15 8

Transactions with

owners in their

capacity as owners:

Issue of ordinary shares – – ––––– 4545–45

Share issue costs – – ––––– (9)(9)–(9)

Employee withholding

tax payments – – (250)––(250)– – (250)–(250)

Treasury shares

purchased – – –(13,306)–(13,306)– – (13,306)–(13,306)

Treasury shares

transferred – – (1,18 9)1,281–92– – 92–92

Share-based payments – – 11,609––11,609– – 11,609–11,609

Acquisition of subsidiary – – ––––– – –22,57822,578

Income tax – – 83––83– – 83–83

Total transactions

with owners ––10,253(12,025)–(1,772)–36(1,736)22,57820,842

Balance 30 June 2022 (332)(153,521)4 6 , 311(15,798)(13,0 01)(136,341)1,16 7, 5 61149,1571,18 0,37713,5831,193,9 6 0

The accompanying notes form part of these financial statements.

74
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

FINANCIAL STATEMENTS

Year ended 30 June 2021

Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Treasur y

shares

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62

Profit after tax for the period–––––80,658–80,658

Foreign currency translation

differences – foreign operations1,117–––1,117––1,117

Listed investment – fair value

movement–(134,618)––(134,618)––(134,618)

Income tax(44)–––(44)––(44)

Total comprehensive income

for the period1,073(134,618)––(133,545)80,658–(52,887)

Transactions with owners in

their capacity as owners:

Issue of ordinary shares––––––2,2072,207

Share issue costs––––––(19)(19)

Treasury shares retained for

employee withholding tax

payments–––(316)(316)––(316)

Treasury shares transferred––(6,574)6,574––––

Share-based payments––1,835–1,835––1,835

Income tax––(922)–(922)––(922)

Total transactions with owners––(5,661)6,258597–2,18 82,785

Balance 30 June 2021(11, 4 0 5 )(130,978)36,058(3,773)(110 , 0 9 8 )1,0 4 4,937149,1211,083,960

The accompanying notes form part of these financial statements.

75
THE

a2 MILK COMPANY ANNUAL REPORT 2022

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2022

Notes

2022

$’000

2021

$’000

Assets

Current assets

Cash and term deposits D38 8 7, 3 0 8875,15 0

Trade and other receivables C183,51065,284

Prepayments54,53727, 819

InventoriesC2140,04 4112, 20 4

Income tax receivable5,8 4116,435

Total current assets1,171,2401,096,892

Non-current assets

Property, plant and equipment C4240,54717,16 2

Right-of-use assetsD716,03015,302

Investment propertyC515,66316,614

Intangible assetsC6109,32215,137

Other financial assetsC7135,26015 7, 8 0 3

Prepayments2,059–

Deferred tax assetsB625,73153,101

Total non-current assets54 4,612275,119

Total assets1,715,8521, 37 2, 011

Liabilities

Current liabilities

Trade and other payablesC3376,082266,296

Customer contract liabilitiesB23,1714,746

Lease liabilitiesD73,1283,648

Loans and borrowingsD840,794–

Other financial liabilitiesC816,999–

Total current liabilities4 4 0,174274,690

Non-current liabilities

Trade and other payablesC3416511

Lease liabilitiesD714,22412,850

Loans and borrowingsD866,206–

Other financial liabilitiesC8872–

Total non-current liabilities81,71813,361

Total liabilities521,89228 8,051

Net assets1,193,9601,083,960

Equity

Share capital D5149,157149,121

Retained earnings 1,16 7, 5 611,0 4 4,937

Reserves D6(136,341)(110 , 0 9 8 )

Total equity attributable to owners of the Company1,18 0,3771,083,960

Non-controlling interests13,583–

Total equity1,193,9601,083,960

The accompanying notes form part of these financial statements.

76
Notes

2022

$’000

2021

$’000

Cash flows from operating activities

Receipts from customers1,431,2541,251,909

Payments to suppliers and employees(1, 2 07, 3 8 6 )(1, 0 6 7, 97 7 )

Interest received4,3413,989

Interest paid(1,383)(699)

Taxes paid(23,026)( 97, 8 07 )

Net cash inflow from operating activities D4203,80089,415

Cash flows from investing activities

Payments for property, plant and equipmentC4(4,939)(5,673)

Payments for investment propertyC5(1,071)(17,216)

Payments for intangible assetsC6(229)(1,638)

Acquisition of subsidiaryE2(213,74 6)–

Payment for listed investmentC7–(39,8 41)

Payments for term deposits D3(450,000)–

Net cash outflow from investing activities(669,985)(64,368)

Cash flows from financing activities

Payments of lease principalD7(4,089)(3,230)

Purchase of treasury sharesD6(13,306)–

Proceeds from issue of equity sharesD5362,18 8

Proceeds from borrowingsD227,000–

Net cash inflow/(outflow) from financing activities9,6 41(1,0 42)

Net (decrease)/increase in cash and short-term deposits(456,544)24,005

Cash and short-term deposits at the beginning of the year875,15 085 4,178

Effect of exchange rate changes on cash18,702(3,033)

Cash and short-term deposits at the end of the yearD34 3 7, 3 0 8875,15 0

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 JUNE 2022

FINANCIAL STATEMENTS

77
THE

a2 MILK COMPANY ANNUAL REPORT 2022

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

ContentsPage

ABasis of preparation78

BGroup performance79

B1Operating segments79

B2Revenue82

B3Expenses83

B4Finance costs83

B5Earnings per share (EPS)84

B6Income taxes84

COperating assets and liabilities87

C1Trade and other receivables87

C2Inventories87

C3Trade and other payables88

C4Property, plant and equipment89

C5Investment property90

C6Intangible assets92

C7Other financial assets95

C8Other financial liabilities95

DCapital and financial risk management96

D1Capital management96

D2Financial risk management96

D3Cash and term deposits103

D4Cash flow information103

D5Share capital104

D6Nature and purpose of reserves104

D7Leases105

D8Loans and borrowings107

D9Capital expenditure commitments108

D10Contingent liabilities108

EGroup structure109

E1Consolidated entities109

E2Acquisition of subsidiary110

E3Deed of cross guarantee111

FOther disclosures113

F1Related party transactions113

F2Share-based payments114

F3Auditor’s remuneration117

F4Subsequent events117

78
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

BASIS OF PREPARATION

FINANCIAL STATEMENTS

A. BASIS OF PREPARATION

The a2 Milk Company Limited (the Company) is a for-profit

entity incorporated and domiciled in New Zealand. The

consolidated financial statements of the Company for the year

ended 30 June 2022 comprise the Company and its subsidiaries

(together referred to as the Group).

The Company is registered in New Zealand under the Companies

Act 1993, and is a FMC reporting entity under the Financial

Markets Conduct Act 2013. The Company is also registered as a

foreign company in Australia under the Corporations Act 2001

(Cth, Australia). The shares of The a2 Milk Company Limited are

publicly traded on New Zealand’s Exchange (NZX), the Australian

Securities Exchange (ASX) and Chi-X Australia (Chi-X). The Group’s

reporting currency is the New Zealand dollar.

The principal activity of the Company is the sale of branded

products in targeted markets made with milk naturally containing

the A2 protein type.

The consolidated financial statements were authorised for issue by

the directors on 28 August 2022.

The consolidated financial statements:

—have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand;

—comply with the New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS);

—comply with International Financial Reporting Standards

adopted by the International Accounting Standards Board;

—are presented in New Zealand dollars, which is the Company’s

functional currency, with all values rounded off to the nearest

thousand dollars, unless otherwise stated; and

—have been prepared in accordance with the historical cost

convention and, except for listed investments and foreign

currency forward contracts, do not take into account changing

money values or fair values of assets.

Certain comparative amounts have been reclassified to conform

with the current period’s presentation.

Significant accounting policies have been:

—included in the relevant note to which each policy relates,

other than the accounting policy for foreign currency, set

out below; and

—consistently applied to all periods presented in these

consolidated financial statements.

Accounting policy: Foreign currency

Transactions

Foreign currency transactions are initially translated to the

respective functional currencies of Group companies at the rate

of exchange at the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies are translated to the

functional currency at the exchange rate ruling at the reporting

date. Foreign exchange differences are generally recognised in

profit or loss in the statement of comprehensive income.

Foreign operations translation to reporting currency

The assets and liabilities including goodwill and fair value

adjustments arising on consolidation of foreign operations are

translated into New Zealand currency at rates of exchange current

at the reporting date, while revenues and expenses are translated

at approximately the exchange rates ruling at the date of the

transaction. Exchange differences arising on translation are

recognised in other comprehensive income and accumulated

within equity in the foreign currency translation reserve.

Judgements, estimates and assumptions

The preparation of financial statements in conformity with NZ IFRS

requires management to make judgements, estimates and

assumptions.

—This may affect the application of policies and reported

amounts of assets, liabilities, income and expenses. Actual

results may differ from these estimates.

—Estimates and underlying assumptions are reviewed on an

ongoing basis.

—Revisions to accounting estimates are recognised in the period

in which the estimate is revised and in any future periods

affected.

—Information about significant areas of estimation uncertainty

and critical judgements in applying accounting policies that

have the most significant effect on the amount recognised in

the financial statements are described in the following notes:

—Note B6: Income taxes – Deferred tax balances

—Note C2: Inventories – Estimation of net realisable value

—Note C5: Investment property

—Note C6: Intangible assets – Impairment review of goodwill

and intangibles

—Note C6: Intangible assets – Allocation of goodwill

—Note C8: Other financial liabilities – Fair value measurement

of foreign currency forward contracts

—Note D7: Leases – Determination of lease term

Changes in significant accounting policies

The Group has applied all of the new and revised Standards and

Interpretations issued by the New Zealand External Reporting

Board that are relevant to the Group’s operations and effective for

the current accounting period. Their application has not had any

material impact on the Group’s assets, profits or earnings per

share for the year ended 30 June 2022.

New standards and interpretations not yet adopted

There are no new standards and interpretations that are issued,

but not yet effective as at 30 June 2022, that are expected to

have a material impact on the Group in current or future

reporting periods.

79
THE

a2 MILK COMPANY ANNUAL REPORT 2022

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP PERFORMANCE

B. GROUP PERFORMANCE

This section explains the results and performance of the Group

for the year, including segment information, earnings per share

and taxation.

The Group’s key performance measures are segment revenue and

segment results before interest, tax, depreciation and amortisation

(Segment EBITDA, a non-GAAP measure). Further information and

analysis of performance can be found in the CEO’s year in review

report, which forms part of the Annual Report.

B1. Operating segments

Operating segments are identified on the basis of internal reports

about components of the Group that are regularly reviewed by the

chief operating decision maker in order to allocate resources to the

segment and assess its performance.

For management purposes, the Group is organised into business

units based on geographical location, and in the current financial

year it has four reportable operating segments as follows:

—The Australia and New Zealand segment receives external

revenue from milk, infant milk formula and other nutritional

products along with rent, royalty and licence fee income.

—The China and Other Asia segment receives external revenue

from infant milk formula, other nutritional products and milk.

—The USA segment receives external revenue from milk sales and

licence fees.

—The Mataura Valley Milk segment (from acquisition on 30 July

2021) receives external revenue from the manufacturing and

sale of nutritional and commodity products.

Management monitors the operating results of its business units

separately for the purpose of making decisions about resource

allocation and performance assessment. Segment performance is

assessed on segment EBITDA and is measured in conformity with

the accounting policies adopted for preparing and presenting the

financial statements of the Group.

80
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP PERFORMANCE

FINANCIAL STATEMENTS

B1. Operating segments (continued)

2022

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Eliminations

$’000

Total

$’000

Consolidated sales530,508726,49882,384104,350–1,4 43,740

Other revenue 2,218–271––2,489

Total external revenue532,726726,49882,655104,350–1,446,229

Inter-segment revenue–––4,543(4,543)–

Reportable segment revenue532,726726,49882,655108,893(4,543)1,446,229

Reportable segment results

(Segment EBITDA)173,210145,078(36,677)(18,795)–262,816

Corporate EBITDA(66,602)

Group EBITDA196,214

Interest income 6,569

Interest expense(2,467)

Depreciation and amortisation(18,929)

Income tax expense(66,646)

Consolidated profit after tax114 ,741

2021

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

Consolidated sales558,331583,42163,2821,205,034

Other revenue 1,389–3111,70 0

Reportable segment revenue559,720583,42163,5931,206,734

Reportable segment results

(Segment EBITDA)148,84975,569(33,540)190,878

Corporate EBITDA( 6 7, 4 5 0 )

Group EBITDA123,428

Interest income 3,989

Interest expense(699)

Depreciation and amortisation( 7, 4 5 3)

Income tax expense(38,607)

Consolidated profit after tax80,658

One customer within the Australia and New Zealand segment contributed revenue in excess of 10% of Group revenue of $175,391,000

(2021: $200,514,000).

Mataura Valley Milk results are for the 11 months from the acquisition on 30 July 2021.

81
THE

a2 MILK COMPANY ANNUAL REPORT 2022

B1. Operating segments (continued)

Other segment information

2022

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Corporate

$’000

Total

$’000

Additions to non-current assets3,59588442,2203,9139,860

Depreciation and amortisation5,0982,2235058,4202,68318,929

2021

Additions to non-current assets20,364473,051–4,10527, 5 6 7

Depreciation and amortisation3,0872,176489–1,7017, 4 5 3

Geographical information

2022

$’000

2021

$’000

Revenue from external customers based on the location of the customer

New Zealand138,87428,813

Australia498,203530,907

China714,1335 74 ,119

Other95,01972,895

1,446,2291,206,734

Non-current assets based on the geographical location of assets

New Zealand233,5535,978

Australia42,77943,219

China1,9353,858

Other2,8862,988

281,15356,043

Non-current assets exclude financial instruments and deferred tax assets.

In FY22, New Zealand revenue and non-current assets include Mataura Valley Milk Limited, acquired on 30 July 2021. Refer Note E2.

82
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP PERFORMANCE

FINANCIAL STATEMENTS

B2. Revenue

Disaggregation of revenue

In the following table, revenue is disaggregated by geographical location (reportable segments) and major product types.

2022

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Total

$’000

Infant milk formula:

China label–4 3 7, 591––4 3 7, 591

English and other labels

1

328,819255,761––584,580

Liquid milk171,96 411, 0 9282,384–265,440

Other31,94322,054271104,350158,618

532,726726,49882,655104,3501,446,229

2021

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

Infant milk formula:

China label–389,882–389,882

English and other labels

1

357,037166,870–523,907

Liquid milk168,9868,25263,282240,520

Other33,69718,41731152,425

559,720583,42163,5931,206,734

1 Revenue is allocated based on management responsibility and usually reflects the geographical location of the Group’s wholesale customers. It is understood

that the majority of the infant milk formula sales to customers in the Australia and New Zealand segment are ultimately consumed in China.

Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

Note

2022

$’000

2021

$’000

Receivables C16 7, 41147, 8 3 8

Customer contract liabilities(3,171)(4,746)

Customer contract liabilities are payments received in advance from customers. The amount of $4,746,000 recognised in customer

contract liabilities at 30 June 2021 was recognised as revenue in the year ended 30 June 2022.

Remaining performance obligations at 30 June 2022 have an original expected duration of one year or less.

83
THE

a2 MILK COMPANY ANNUAL REPORT 2022

B2. Revenue (continued)

Recognition and measurement

Sales of products

The Group sells branded milk products made with milk from cows that are specially selected to produce milk that naturally contains the

A2 protein type, to wholesale customers; and manufactures nutritional and commodity products for sale to wholesale customers.

A sale is recognised when control of the product has transferred, being when the product is delivered to the customer and there is no

unfulfilled obligation that could affect the customer’s acceptance of the product. Delivery occurs when the product has been shipped

to the location specified by the customer and the customer accepts the product.

Revenue from sales is recognised based on arrangements as agreed with the customer. These arrangements are applied on an order

by order basis and do not commit the customers to purchase a specified quantity or type of product; nor do they commit the Group to

deliver a specified quantity or type of product. The arrangements set out the terms and conditions that apply to the parties each time

an order is placed by a customer and accepted by the Group, creating a sale contract for that order. The terms and conditions cover, as

appropriate to the customer, pricing, settlement of liabilities, return policies and any other negotiated performance obligations.

Revenue is recognised after offsetting items of variable consideration such as rebates agreed with customers.

Settlement terms range from cash-on-delivery or prepaid terms to various credit terms not exceeding 60 days from end of month.

These terms reflect assessment of customer credit risk and industry practice.

Customer contract liabilities refer to payments in advance received from customers, with subsequent delivery to customers, and

recognition of revenue, generally occurring within a week of receipt of the payment.

For credit customers a receivable is recognised when the products are delivered, being the point in time that the consideration is

unconditional because only the passage of time is required before payment is due.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal and the effective interest rate applicable, which is the rate that

exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

B3. Expenses

2022

$’000

2021

$’000

Profit before income tax includes the following significant items:

Salary and wage costs76,99062,860

Equity-settled share-based payments (refer Note F2)11,6091,835

Directors’ fees and expenses1,0741,0 40

Audit fees (refer Note F3)1,6951,410

Bad and doubtful debts3017

Insurance22,06920,371

Professional service fees16,84813,138

ERP project costs

1

–9,695

Depreciation and amortisation18,9297, 4 5 3

Net foreign exchange losses6,4368,956

Cash flow hedge losses5,487–

Mataura Valley Milk Limited acquisition costs (refer Note E2) –10,376

1 ERP project costs included costs of configuring and customising software in a Cloud Computing Service Agreement.

B4. Finance costs

2022

$’000

2021

$’000

Interest expense – lease liabilities592699

Interest expense1,875–

Finance costs12471

2,591770

84
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP PERFORMANCE

FINANCIAL STATEMENTS

B5. Earnings per share (EPS)

20222021

Profit attributable to members of the Company used in calculating basic and diluted EPS ($’000)122,62480,658

Weighted average number of ordinary shares (‘000) for basic EPS743,618742,456

Effect of dilution due to time-based and performance rights (‘000)176293

Weighted average number of ordinary shares (‘000) for diluted EPS743,794742,749

Earnings per share

Basic EPS (cents)16.4910.86

Diluted EPS (cents)16.4910.86

Recognition and measurement

Basic EPS is calculated as net profit attributable to members of the Company, adjusted to exclude any costs of servicing equity (other than

dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.

Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights that may be converted into ordinary shares in the Company.

B6. Income taxes

2022

$’000

2021

$’000

Income tax recognised in profit or loss

Current tax 45,48265,820

Deferred tax origination and reversal of temporary differences28,072(25,647)

Adjustments in respect of current income tax of previous year (6,908)(1,566)

Total tax expense66,64638,607

The prima facie income tax on pre-tax accounting profit from operations reconciles to:

Accounting profit before income tax181,387119, 265

Income tax expense calculated at 28% (2021: 28%)50,78833,394

Difference in income tax rates: Australia 30% (2021: 30%), USA 24% (2021: 24%),

and China 25% (2021: 25%)9232,566

Non-deductible expenses and non-assessable income2,3773,191

Prior period adjustment to tax expense1,292(5,243)

Unutilised foreign tax credits1,325726

Income tax recognised in equity–(219)

Deferred tax asset not recognised9,9414,192

Total tax expense66,64638,607

Income tax recognised directly in equity

Current tax(3,759)219

Deferred tax(702)747

Tax (benefit)/expense in equity(4,4 61)966

85
THE

a2 MILK COMPANY ANNUAL REPORT 2022

B6. Income taxes (continued)

Deferred tax balances

Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be

available, against which the tax asset can be utilised.

2022

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents515(404)–111

Provisions and accrued expenses49,809( 27, 5 74)–22,235

Tax losses254(61)–193

Property, plant and equipment–29–29

Employee share scheme323706831,112

Other3,131(1,080)–2,051

54,032(28,384)8325,731

Gross deferred tax liabilities

Property, plant and equipment(931)931––

Net deferred tax 53,101( 27, 4 5 3)8325,731

Charge to profit or loss(28,072)

Charge to other comprehensive income619

( 27, 4 5 3)

2021

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents71444–515

Provisions and accrued expenses16,60933,200–49,809

Tax losses305(51)–254

Employee share scheme10,104(8,969)(812)323

Other1,4 871,6 4 4–3,131

28,57626,268(812)54,032

Gross deferred tax liabilities

Property, plant and equipment(375)(556)–(931)

Net deferred tax 28,20125,712(812)53,101

Charge to profit or loss25,647

Charge to other comprehensive income65

25,712

Net deferred tax balances recognised in the financial statements

2022

$’000

2021

$’000

Net deferred tax assets25,73153,101

Net deferred tax liabilities––

Net deferred tax25,73153,101

86
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP PERFORMANCE

FINANCIAL STATEMENTS

B6. Income taxes (continued)

Tax losses

The Group entities have the following estimated gross tax losses at balance date not recognised:

2022

$’000

2021

$’000

United States of America85,9185 7, 5 6 7

New Zealand190,624–

Australia–844

Total276,5425 8 , 411

Imputation and franking credits

The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit and

franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies stated

on an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to declare

dividends. The franking credit account balance is stated in AUD.

Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company as at year end:

2022

$’000

2021

$’000

Imputation credits49,93952,731

Franking credits4 5 7,715422,760

Recognition and measurement

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited

in other comprehensive income or equity, in which case that tax is recognised in other comprehensive income or equity respectively; or

where they arise from the initial accounting for a business combination.

The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax rates that have

been enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised on differences between the carrying amount of assets and liabilities in the financial statements and the

corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred

tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all

deductible temporary differences to the extent that it is probable that taxable profits will be available in the future against which those

deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or

the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The

measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group

expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets

and liabilities on a net basis.

The carrying amount of deferred tax assets is reviewed at each reporting date for recoverability. Likewise, unrecognised tax assets (not

booked to balance sheet) are re-assessed at each reporting date, and recognised, to the extent that future taxable profits are deemed

likely to allow the asset to be recovered.

Key estimates and judgements

Recovery of deferred tax assets

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences, to the extent that it

is probable that future taxable profits will be available against which they can be used.

Judgement is required when deferred tax assets are reviewed at each reporting date. Deferred tax assets may be reduced to the extent

that it is no longer probable that future taxable profits will be available.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in

expectations for the future performance of the business may impact the amount of deferred tax assets recoverable and recognised on

the statement of financial position and the amount of other tax losses and temporary differences not yet recognised.

87
THE

a2 MILK COMPANY ANNUAL REPORT 2022

C. OPERATING ASSETS AND LIABILITIES

This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate the

Group’s performance.

C1. Trade and other receivables

2022

$’000

2021

$’000

Trade receivables from contracts with customers6 7, 41147, 8 3 8

Allowance for expected credit losses(125)(107)

Goods and services tax9,71111,390

Other receivables6,5136,163

83,51065,284

The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial risk

management.

Recognition and measurement

Trade receivables from contracts with customers are recognised initially at their transaction price. Other receivables are recognised initially

at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method, less any

lifetime expected credit losses.

C2. Inventories

2022

$’000

2021

$’000

Raw materials 17, 97416,309

Finished goods 119,5 0 589,579

Goods in transit2,5656,316

Total inventories at the lower of cost and net realisable value140,04 4112, 20 4

At year end $12,227,000 (2021: $108,578,000) was recognised as an expense in cost of sales for inventories written down or written off,

with $4,838,000 (2021: $Nil) relating to MVM inventory.

The inventory balance at 30 June 2022 includes $36,863,000 of inventory held by MVM (30 June 2021: $Nil).

Recognition and measurement

Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average

methods. Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and the

estimated costs necessary to make the sale.

Key estimates and judgements

Recovery of inventory

Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected future

selling price of such inventory. Changes in trading and economic conditions may impact these estimations in future periods.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OPERATING ASSETS AND LIABILITIES

88
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OPERATING ASSETS AND LIABILITIES

FINANCIAL STATEMENTS

C3. Trade and other payables

Trade and other payables – current

2022

$’000

2021

$’000

Trade payables8 3,10740,986

Rebates and promotional allowances99,77170,127

Accrued charges164,797 13 7, 25 7

Employee entitlements28,40717, 926

376,082266,296

Trade and other payables – non-current

2022

$’000

2021

$’000

Employee entitlements416511

Recognition and measurement

Trade payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate method.

They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase of goods

and services. The amounts are unsecured.

Accrued charges represent amounts payable for supplies and services received but not invoiced at the reporting date.

Employee entitlements

Provision is made for benefits accruing to employees in respect of wages and salaries, bonuses, annual leave and long service leave

when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using

the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value

of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to the reporting date.

89
THE

a2 MILK COMPANY ANNUAL REPORT 2022

C4. Property, plant and equipment

2022

Land

$’000

Buildings

$’000

Office and

computer

$’000

Furniture

and fittings

$’000

Leasehold

improvements

$’000

Plant and

equipment

$’000

Total

$’000

Carrying amount 1 July 2021––9368144,01011, 4 0217,16 2

Acquisition of subsidiary

(Note E2)

8,76351,1622,247––166,741228,913

Additions –197327513943,9704,939

Depreciation–(1,176)(1,202)(176)(1,028)( 7, 5 0 5 )(11, 0 8 7 )

Net foreign currency

exchange differences

––5244165359620

Carrying amount 30 June 20228,76350,1832,3607333,541174,967240,547

Cost8,76351,3594,6981,2816,023191,313263,437

Accumulated depreciation–(1,176)(2,338)(548)(2,482)(16,346)(22,890)

Carrying amount 30 June 20228,76350,1832,3607333,541174,967240,547

2021

Office and

computer

$’000

Furniture

and fittings

$’000

Leasehold

improvements

$’000

Plant and

equipment

$’000

Total

$’000

Carrying amount 1 July 20201,0 0 43133,5079,38214,206

Additions 3896661,5563,0625,673

Disposals––(7)–(7)

Depreciation(741)(140)(830)(1,050)(2,761)

Net foreign currency exchange

differences

284(25)(216)851

Carrying amount 30 June 20219368144,01011, 4 0217,16 2

Cost2,0721,18 65,46420,24428,966

Accumulated depreciation(1,13 6)(372)(1,454)(8,842)(11, 8 0 4)

Carrying amount 30 June 20219368144,01011, 4 0217,16 2

Recognition and measurement

All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure

that is directly attributable to the acquisition of the item.

Depreciation is calculated on a straight–line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis. Land is not depreciated. The following estimated useful lives are used in the

calculation of depreciation:

Buildings 20-90 years

Office and computer equipment 2-25 years

Furniture and fittings 5-10 years

Leasehold improvements 2-10 years

Plant and equipment 2-50 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic

benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net

disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

90
FINANCIAL STATEMENTS

C5. Investment property

In FY21 the Group acquired the manufacturing facilities of the Kyvalley Dairy Group (Kyvalley), the Group’s long-term fresh milk supplier

in Victoria. Kyvalley continues to operate the facility under a long-term operating lease and a long-term supply agreement. Under the

agreement the Group will also undertake a future expansion and upgrade of the facility, subsidised by increased rent.

The purchase and upgrade of the Kyabram site is a strategic investment to ensure quality of products and processing capacity. The related

long-term product supply agreement entered into alongside the investment provides ongoing supply from Kyvalley’s contracted

A1 protein free milk pool.

2022

Land

$’000

Buildings

$’000

Plant and

equipment

$’000

Work in

progress

$’000

Total

$’000

Carrying amount 1 July 20212935,16 610,29186416,614

Additions ––5535181,071

Transfers192(192)–––

Depreciation–(528)(1,912)–(2,440)

Net foreign currency exchange differences1312224538418

Carrying amount 30 June 20224984,5689,1771,42015,663

Cost4985,24611, 6 8 81,42018,852

Accumulated depreciation–(678)( 2,511)–(3,18 9)

Carrying amount 30 June 20224984,5689,1771,42015,663

2021

Land

$’000

Buildings

$’000

Plant and

equipment

$’000

Work in

progress

$’000

Total

$’000

Acquisition 2905,26710,795–16,352

Additions –––864864

Depreciation–(150)(599)–(749)

Net foreign currency exchange differences34995–147

Carrying amount 30 June 20212935,16 610,29186416,614

Cost2935,31610,89086417, 3 6 3

Accumulated depreciation–(150)(599)–(749)

Carrying amount 30 June 20212935,16 610,29186416,614

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OPERATING ASSETS AND LIABILITIES

91
THE

a2 MILK COMPANY ANNUAL REPORT 2022

C5. Investment property (continued)

Profit arising from investment property

2022

$’000

2021

$’000

Rental income1,088804

Future minimum rentals receivable under operating lease

2022

$’000

2021

$’000

Not longer than 1 year1,1321,075

Longer than 1 year and not longer than 5 years4,5294,301

Longer than 5 years16,79716,043

Total undiscounted lease payments to be received22,45821,419

Measurement of fair value

The investment property was purchased in September 2020. The Group has not engaged an independent valuer for the current period

and a fair value of $15,800,000 at reporting date has been determined by the Directors based on a capitalisation of rent valuation

approach based on a 7% rate of return. Directors consider that this calculation represents a reasonable approximation of fair value as

at 30 June 2022.

Recognition and measurement 

Investment property

Investment property is held primarily to earn rental income and capital appreciation. It is measured initially at cost, including transaction

costs such as transfer taxes and professional fees for legal services. Subsequent to initial recognition, the Group elected to measure

investment property using the cost model (carried at historical cost less accumulated depreciation and impairment). 

Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis. Land is not depreciated. The following estimated useful lives are used in the

calculation of depreciation:

Buildings 4-40 years

Plant and equipment 3-25 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic

benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net

disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

Work in progress expenditure is capitalised only when the Group can demonstrate the potential for the asset to generate future economic

benefits on completion; and the ability to measure reliably the expenditure attributable to the asset during its development. Depreciation

commences when the asset is available for use.

Rental income

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term, and is

included in Other revenue in the Statement of comprehensive income.

92
FINANCIAL STATEMENTS

C6. Intangible assets

2022

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20218063,8122,347–8 ,17215,137

Acquisition of subsidiary (Note E2)––943–94,07895,021

Additions1189318––229

Amortisation(40)–(1,237)––(1,277)

Net foreign currency exchange differences(1)–(5)–218212

Carrying amount 30 June 20228833,9052,066–102,468109,322

Cost1,5273,9054,954–102,468112, 8 5 4

Accumulated amortisation and impairment(644)–(2,888)––(3,532)

Carrying amount 30 June 20228833,9052,066–102,468109,322

2021

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20208153,4323119578 ,12513,6 4 0

Additions643801,19 4––1,638

Disposals––(77)––(77)

Transfers––973(973)–

Amortisation(73)–(68)––(141)

Net foreign currency exchange differences––14164777

Carrying amount 30 June 20218063,8122,347–8 ,17215,137

Cost1,4093,8123,998–8 ,17217,391

Accumulated amortisation and impairment(603)–(1,651)––(2,254)

Carrying amount 30 June 20218063,8122,347–8 ,17215,137

Trademarks are allocated to the following cash generating units (CGUs) for the purpose of impairment testing: Australia and New Zealand

$304,000 (2021: $283,000); China and Other Asia $3,436,000 (2021: $3,376,000); USA $165,000 (2021: $153,000).

During the year the total value of research and development costs expensed was $4,389,000 (2021: $2,506,000).

Recognition and measurement

The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the

expenditure generating future economic benefits for the Group.

Patents

Patents are considered to have a finite life and are amortised on a straight line basis over the lifetime of the patent.

Trademarks

Trademarks are not subject to amortisation as they are considered to have an indefinite life and are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

Software

Software is amortised on a straight line basis over 2 to 3 years.

The costs of configuring or customising a supplier’s application software in a Cloud Computing Software as a Service agreement are

expensed as incurred.

Project development costs

Project development expenditure is capitalised only when the Group can demonstrate: the technical feasibility of completing the

intangible asset so that it can be available for use or sale; the potential for the asset to generate future economic benefits on completion;

and the ability to measure reliably the expenditure attributable to the asset during its development. Amortisation commences when the

asset is available for use.

Project development costs are amortised over a maximum useful life of 5 years.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OPERATING ASSETS AND LIABILITIES

93
THE

a2 MILK COMPANY ANNUAL REPORT 2022

C6. Intangible assets (continued)

Recognition and measurement (continued)

Goodwill

Goodwill is recognised on business acquisitions, representing the excess of the cost of acquisition over the Group’s interest in the net

fair value of the identifiable assets, liabilities and contingent liabilities of the business recognised at the date of acquisition.

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. For the

purposes of impairment testing, goodwill acquired in a business combination is, from the date of acquisition, allocated to the Group’s

cash-generating units that are expected to benefit from the synergies of the combination.

Impairment testing for cash-generating units (CGUs) containing goodwill

Goodwill allocation

For the purposes of impairment testing, goodwill is allocated to the Group’s CGUs which represent the lowest level within the Group

at which goodwill is monitored for internal management purposes as follows:

2022

$’000

2021

$’000

Australia and New Zealand50,7388 ,172

China51,730–

102,4688 ,172

The movement in goodwill is attributable to the acquisition of Mataura Valley Milk Limited. Refer Note E2.

Recognition and measurement

Impairment testing of non-financial assets

Assets that have an indefinite useful life, such as goodwill and trademarks, are not amortised but are tested annually for impairment.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its

recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Impairment losses are recognised in the statement of comprehensive income. They are allocated first to reduce the carrying amount of

any goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets in the CGU on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. Non-financial assets other than goodwill that have been impaired are reviewed for

possible reversal at each reporting date. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed

the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Key estimates and judgements

Goodwill and intangibles

The Group assesses whether goodwill and intangibles with indefinite useful lives are impaired at least annually. These calculations

involve judgements to estimate the recoverable amount of the cash-generating units to which the goodwill and intangibles with

indefinite useful lives are allocated.

94
FINANCIAL STATEMENTS

C6. Intangible assets (continued)

Annual impairment testing as at 30 June 2022

The recoverable amount of CGUs containing goodwill and trademarks has been determined on a value in use basis using a discounted

cash flow approach, and projections based on financial budgets approved by the Board, and 4-year forward plans supplied by

management.

As at 30 June 2022, the recoverable amount of the Group’s CGUs exceeds their carrying amounts. The directors believe that no

reasonably possible change in any of the key assumptions would cause the recoverable amount of these CGUs to be less than their

carrying values. Based on this assessment, no impairment write downs are considered necessary.

Key assumptions

Gross margins

Gross margins are based on budgeted margins for FY23, and estimates for future years, adjusted where appropriate to account

for expected future trading conditions. Consideration has been given to the growth profile of each CGU when forecasting future

margin returns.

Discount rates

Discount rates (pre-tax): 9.7% (2021: 7.6%)

Discount rates represent the risks specific to each CGU, taking into consideration the time value of money and individual risks of the

underlying cash flows expected from the CGU being assessed. CGU specific risk is incorporated by applying individual beta factors. The

discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from its weighted average cost

of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by

the Group’s investors.

Revenue growth

Revenue projections have been constructed with reference to the FY23 budget and 4-year forward looking plans and adjusted for recent

performance trends across the regions (where necessary).

Terminal growth rate

A terminal growth rate of 2.0% (2021: 2.0%) has been used for future cash flow growth beyond the forecast period.

The terminal value (being the total value of expected cash flows beyond the forecast period) is discounted to present values using the

discount rate specific to each CGU.

Sensitivity to change in assumptions

The calculation of value in use is most sensitive to the following assumptions:

—Gross margins

—Discount rates

—Revenue growth during the forecast period

—Growth rates used to extrapolate cash flows beyond the forecast period (terminal growth rate)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OPERATING ASSETS AND LIABILITIES

95
THE

a2 MILK COMPANY ANNUAL REPORT 2022

C7. Other financial assets

2022

$’000

2021

$’000

Listed investment at fair value135,26015 7, 8 0 3

The listed investment is a 19.8% holding in shares in Synlait Milk Limited (Synlait). Synlait is a dairy processing company (listed on NZX and

the ASX) with which the Group has an ongoing Nutritional Powders Manufacturing and Supply Agreement. No dividends were received

from this investment during the year (2021: $nil).

Shareholding in Synlait Milk Limited

Movements in the period

 

Shares

’000

Cost

$’000

Share

price at

report date

Market

Value 

$’000

Mark to

market

$’000

Balance 30 Jun 202035,575248,940$7.10252,5803,640

Placement7,7 7 839,8 41

Balance 30 Jun 202143,353288,781 $3.6415 7, 8 0 3(130,978)

Balance 30 Jun 202243,353288,781 $3.12135,260(153,521)

Fair value loss in period  (22,543)

A fair value loss of $22,543,000 (2021: loss $134,618,000) was recognised in other comprehensive income for the year.

Recognition and measurement

This listed investment is a long-term investment classified as a financial asset measured at fair value through other comprehensive income.

The Group does not control or have significant influence over the investee.

Unrealised gains or losses arising from changes in fair value are recognised through other comprehensive income in the Fair Value

Revaluation Reserve within equity.

C8. Other financial liabilities

2022

$’000

2021

$’000

Current

Foreign currency forward contracts16,999–

Non-current

Foreign currency forward contracts872–

Recognition and measurement

Foreign currency forward contracts are stated at fair value, calculated by reference to current forward exchange rates for contracts with

similar profiles, adjusted to reflect the credit risk of the various counterparties.

Key estimates and judgements

Fair value measurement of foreign currency forward contracts

The fair value of foreign currency forward contracts is measured using valuation techniques. The inputs to these models are taken from

observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.

Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these

factors could affect the reported fair value of these financial instruments.

96
FINANCIAL STATEMENTS

D. CAPITAL AND FINANCIAL RISK MANAGEMENT

This section outlines how the Group manages its capital structure and its exposure to financial risk, and provides details of its balance

sheet liquidity and access to financing facilities.

D1. Capital management

The Group’s objective when managing its capital is to safeguard the Group’s ability to continue as a going concern and to continue to

generate value for stakeholders. The Group is not subject to externally imposed capital requirements, and currently has no debt, other

than loans and borrowings specific to Mataura Valley Milk Limited (Refer Note D8).

The Group’s capital structure may be modified by payment of dividends to shareholders, returning capital to shareholders, or issuing new

shares. The Board regularly assesses its capital position in order to deliver the optimum structure to drive shareholder returns in line with

the Company’s strategy and capital allocation framework.

The Board regularly assesses the Group’s balance sheet position when considering how to deliver the optimum structure to enhance

shareholder value in line with the Company’s strategy and capital allocation framework. This framework prioritises investment in growth

initiatives and maintaining balance sheet flexibility ahead of capital returns to shareholders. Where there is capital which is surplus to

achieving these priorities the Board makes a disciplined assessment of the potential to return funds to shareholders.

D2. Financial risk management

Financial risk management objectives

Exposure to credit risk, market risk (including currency risk, commodity price risk, interest rate risk, and equity price risk), and liquidity risk

arises in the normal course of the Group’s business.

The Group’s financial risk management processes and procedures seek to minimise the potential adverse impacts that may arise from the

unpredictability of financial markets.

The Group’s centralised treasury department (Group Treasury) provides treasury services to the business, co-ordinates access to domestic

and international financial markets, and monitors and manages liquidity. The Group’s corporate function monitors financial risks relating

to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of these risks.

Policies and procedures are reviewed periodically to reflect both changes in market conditions and changes in the nature and volume of

Group activities.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. Specific

risk management objectives and policies are set out below.

The Group uses various methods to measure different types of risk exposures. These methods include ageing analysis for credit risk, and

sensitivity analysis in the case of foreign exchange risks and equity price risk.

Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or the counterparty to a financial instrument fails to meet its contractual

obligations.

2022

$’000

2021

$’000

Maximum exposures to credit risk at balance date:

Cash and term deposits (counterparty risk)8 8 7, 3 0 8875,15 0

Trade receivables (customer credit risk)6 7, 41147, 8 3 8

 954,719922,988

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

97
THE

a2 MILK COMPANY ANNUAL REPORT 2022

D2. Financial risk management (continued)

Credit risk management (continued)

Counterparty risk

At balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined by recognised credit agencies,

including National Australia Bank, ANZ Bank, Westpac, ASB Bank, Bank of New Zealand, HSBC Bank, and JP Morgan Chase Bank.

Counterparties to derivative financial instruments are large banks with which the Group has existing banking relationships, with

acceptable credit ratings determined by recognised credit agencies.

The Group does not have any other concentrations of counterparty credit risk.

Customer credit risk

The Group’s exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. The majority of sales

on credit are to major retailers and other significant customers with established credit worthiness and minimum levels of default. Other

sales are made cash on delivery.

New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position,

previous trading experience and other factors.

In monitoring customer credit risk, customers are assessed individually by their debtor ageing profile. Monitoring of receivable balances

on an ongoing basis minimises the exposure to bad debts. Historically, bad debt write-offs have been negligible.

There are significant concentrations of business within the Group. In 2022, 23% of sales with credit terms were to three customers

(2021: 22% of sales to three customers). There is no history of default for these customers.

The allowance for expected credit losses is recognised based on an assessment of lifetime expected credit losses.

Ageing of trade receivables at reporting date

2022

$’000

2021

$’000

Not past due48,00940,420

Past due up to 90 days16,6126,082

Past due 91 to 180 days2,339442

Past due 181 days to one year449600

More than one year2294

6 7, 41147, 8 3 8

Allowance for expected credit losses(125)(107)

6 7, 2 8 647,7 31

The average credit period on sales is 15 days (2021: 17 days). No interest is charged on trade receivables outstanding.

Movement in impairment allowance for expected credit loss

2022

$’000

2021

$’000

Balance at beginning of year10799

Amount charged to the statement of comprehensive income3017

Provisions reversed(12)(9)

Balance at end of year125107

98
FINANCIAL STATEMENTS

D2. Financial risk management (continued)

Market risk management

Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.

The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar, and to

interest rate risk. Prices charged by manufacturers (including pricing of whole and skim milk powders) are subject to movements in

commodity milk pricing. The Group’s holding of a listed investment also exposes it to equity price risk.

Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the Group’s

exposure to market risks or the way it manages and measures risk other than the adoption of foreign currency hedging in the period.

Interest risk management

The Group’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow

interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk. These risks are not hedged.

Bank borrowings are primarily from New Zealand banks, in New Zealand dollars, at New Zealand market rates.

Fixed and variable rate exposure

2022

$’000

2021

$’000

Fixed rate instruments

Financial assets525,663300,000

Financial liabilities(63,206)–

462,457300,000

Variable rate instruments

Financial assets30,00030,000

Financial liabilities(30,000)–

–30,000

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss and does not employ

derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. A change in interest rates at the

reporting date would not affect profit or loss for the Group.

Cash flow sensitivity analysis for variable rate instruments

A reasonably possible change of 100 basis points in interest rate at the reporting date would have increased (decreased) equity and profit

or loss by $325,000/($325,000). This analysis assumes all other variables remain the same.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

99
THE

a2 MILK COMPANY ANNUAL REPORT 2022

D2. Financial risk management (continued)

Foreign currency risk management

The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the USA, and China; and the resultant

movements in the currencies of those countries against the NZ dollar. The Group did not hedge this risk in prior periods.

The Group commenced hedging a portion of this risk in the period using derivative financial instruments such as foreign currency forward

contracts, designated as cash flow hedges, to hedge certain highly probable foreign currency transactions. These contracts are executed

by Group Treasury in accordance with the Group’s treasury risk policy.

The Group may also transfer cash balances from time-to-time between currencies to reduce exposure or to match underlying liabilities.

Hedging currency risk 

On entering into a hedging relationship, the Group formally designates and documents the hedge relationship and the risk management

objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item

or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the

exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly

effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they were

actually highly effective throughout the financial reporting periods for which they are designated. 

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges which hedge exposure to variability in cash

flows of a highly probable forecasted transaction are recognised directly in other comprehensive income and accumulated in the hedging

reserve. The ineffective portion is recognised in profit or loss within other expenses. Hedge accounting is discontinued when the hedging

instrument expires or is sold, terminated or exercised. At that point in time, any cumulative gain or loss on the hedging instrument

recognised in equity is kept in equity until the forecasted transaction occurs or until cash flows arising from the transaction are received.

The amount recognised in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects

profit or loss. If the forecast transaction is no longer going to occur the item is transferred to profit or loss when hedging is discontinued.

The gross value to be received or paid and the weighted average contracted exchange rates for foreign currency forward contracts

outstanding at year end are as follows:

Notional amount NZ dollarsWeighted average exchange rate

Carrying

amount

2022

$’000Term

2022

$’000

2021

$’00020222021

AU Dollar

Buy NZ dollar/sell AU dollar(110 )

One year

or less

66,632–0.9005–

US Dollar

Buy NZ dollar/sell US dollar17,10 9

One year

or less

266,570–0.6640–

Buy NZ dollar/sell US dollar872

More than one

year, less than

two years

40,950–0.6349–

The carrying amount of foreign currency forward contracts is recognised in Other financial liabilities (Refer Note C8).

The foreign currency forward contracts are considered to be highly effective hedges. There was no significant cash flow hedge

ineffectiveness in the current year.

100
FINANCIAL STATEMENTS

D2. Financial risk management (continued)

Foreign currency risk management (continued)

Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of

the Group based on closing exchange rates as at 30 June, applied to the Group’s unhedged financial assets/ (liabilities) at 30 June.

Exchange rates and assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.

The analysis is performed consistently from year to year.

2022

Net exposure on

reporting date

$’000

Impact on pre-tax profit or (loss)

$’000$’000

Movement on exchange rate–+10%-10%

AU Dollar(2,169)(241)197

US Dollar65,18 87, 24 3(5,926)

Chinese Yuan Renminbi(142,135)(15,793)12,921

2021

Net exposure on

reporting date

$’000

Impact on pre-tax profit or (loss)

$’000$’000

Movement on exchange rate–+10%-10%

AU Dollar2,416268(220)

US Dollar68,5767, 6 21(6,233)

Chinese Yuan Renminbi( 97, 6 0 2)(10,845)8,873

As the unhedged foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other

receivables and payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact on

profit or loss.

Exchange rates

The following significant exchange rates applied during the year:

Average rateReporting date spot rate

2022202120222021

AU Dollar0.93790.93080.90580.9301

US Dollar0.68130.69650.62480.7034

Chinese Yuan Renminbi4.39584.60794 .18 6 04.5426

Equity price risk

The Group is exposed to equity price risk on its listed investment classified and measured at fair value through other comprehensive

income (FVOCI). This risk is not hedged.

The Group monitors this risk exposure by comparing the movement in the quoted share price of this long-term investment against

movements in the S&P/NZX 50 index over the same period.

As at 30 June 2022, the exposure to the listed investment at FVOCI was $135,260,000 (2021: $157,803,000). A 10% increase or decrease

in the share price of this listed investment would result in an increase or decrease of $13,526,000 (2021: $15,780,000) in the fair value

revaluation reserve through other comprehensive income, with no effect on profit or loss.

Liquidity risk management

Liquidity risk is the risk that the Group will be unable to meet its obligations as they fall due. This risk is managed by establishing a target

minimum liquidity level, ensuring that ongoing commitments are managed with respect to forecast available cash inflows.

The Group holds significant cash reserves which enable it to meet its obligations as they fall due, and to support operations in the event

of unanticipated external events.

Loans and borrowings within the Group are specific to the operations of Mataura Valley Milk Limited (Refer Note D8). No other entities

within the Group have borrowings (2021: Nil).

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

101
THE

a2 MILK COMPANY ANNUAL REPORT 2022

D2. Financial risk management (continued)

Contractual maturities of financial liabilities

The contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements

are set out below. No interest is payable on trade and other payables.

Contractual cash flows

2022

Carrying

amounts

$’000

Total

$’000

6 months

or less

$’000

6 to 12

months

$’000

1 to 2

years

$’000

2 to 5

years

$’000

More than

5 years

$’000

Non-derivative financial liabilities

Secured bank loans57,00059,37727, 6 6 25381,08830,089–

Unsecured loan from MVM’s

non-controlling shareholder

50,00055,834–13,794––42,040

Lease liabilities17, 3 5 219,2492,0751,6032,5787,1165,877

Trade and other payables –

excluding employee entitlements

3 47, 6 753 47, 6 753 47, 6 75––––

Derivative financial liabilities

FX hedging contracts

Carrying amount at fair value 17, 8 71

Outflow392,023159,206190,99641,821––

Inflow(374,152)(148,752)(184,450)(40,950)––

489,898500,006387,86622,4814,5373 7, 2 0 547, 917

2021

Non-derivative financial liabilities

Lease liabilities16,49819,1292,1851,9893,0105,2176,728

Trade and other payables –

excluding employee entitlements

248,370248,370248,370––––

264,86826 7, 4 9 9250,5551,9893,0105,2176,728

Change in liabilities arising from financing activities

 

30 June 2021

$'000

Acquisition

of subsidiary

$'000

Cash flow

$'000

30 June 2022

$'000

Secured bank loans–30,00027,00057,000

Unsecured loan from MVM’s

non-controlling shareholder

–50,000–50,000

–80,00027,000107,000

102
FINANCIAL STATEMENTS

D2. Financial risk management (continued)

Carrying amounts versus fair value  

The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as

follows: 

  2022 2021

 

Hierarchy

level 

Carrying

amount 

$’000 

Fair Value

$’000 

Carrying

amount 

$’000 

Fair Value

$’000

Cash and term deposits  8 8 7, 3 0 88 8 7, 3 0 8875,150 875,150 

Trade and other receivables  83,51083,51065,284 65,284 

Foreign currency forward contracts  2 (17, 8 71)(17, 8 71)– – 

Listed investment 1 135,260135,26015 7, 8 0 3  15 7, 8 0 3  

Secured bank loans 2 (57,000)(57,000)– – 

Unsecured loan from MVM’s

non-controlling shareholder

2 (50,000)(50,000)– – 

Trade and other payables – excluding

employee entitlements

 ( 3 47, 6 75 )( 3 47, 6 75 )(248,370) (248,370) 

  633,532633,532849,867 849,867 

Fair value hierarchy  

Financial instruments carried at fair value are classified by valuation method based on the following hierarchy:  

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.  

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices).  

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).  

Carrying amount (equalling fair value) is applied consistently in the current and prior year to assets and liabilities not recognised in the

statement of financial position at fair value.  

Estimation of fair value  

The following methods and assumptions are used in estimating the fair values of financial instruments:  

—Listed investment – closing share price on NZX 

—Foreign currency forward contracts – calculated by reference to current forward exchange rates for contracts with similar maturity

profiles, adjusted to reflect the credit risk of the various counterparties 

—Loans and borrowings – present value of future principal and interest cash flow, discounted at the market rate of interest at the

reporting date; and  

—Cash and term deposits, trade and other receivables and payables – carrying amount approximates fair value.  

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

103
THE

a2 MILK COMPANY ANNUAL REPORT 2022

D3. Cash and term deposits

2022

$’000

2021

$’000

Cash at banks and on hand331,6 46531,469

Short-term deposits105,662343,681

Cash and short-term deposits4 3 7, 3 0 8875,15 0

Other current term deposits450,000–

Cash and term deposits8 8 7, 3 0 8875,15 0

Cash at banks and on hand includes AUD 84,460,000 (2021: AUD 80,404,000), USD 52,495,000 (2021: USD 67,743,000), and RMB

229,639,000 (2021: RMB 278,312,000).

Bank balances and cash comprise cash held by the Group. Cash and short-term deposits earn interest at fixed and floating rates based on

daily bank deposit rates. The carrying value of cash assets and term deposits approximates their fair value.

Other current term deposits comprise term deposits with a maturity greater than three months and less than twelve months, having an

average maturity of nine months and a weighted average interest rate of 3.22% per annum.

Term deposits are presented as cash equivalents in the statement of cash flows if they have a maturity of three months or less and are

readily convertible to known amounts of cash with no significant risk of changes in value.

For the purposes of the statement of cash flows, cash and cash equivalents comprise the following:

2022

$’000

2021

$’000

Cash at banks and on hand331,6 46531,469

Short-term deposits105,662343,681

Cash and short-term deposits4 3 7, 3 0 8875,15 0

D4. Cash flow information

Reconciliation of after tax profit with net cash flows from operating activities

2022

$’000

2021

$’000

Net profit for the year114 ,74180,658

Adjustments for non-cash items:

Depreciation and amortisation 18,9297, 4 5 3

Loss on disposal–84

Gain on termination of lease –(9)

Gift shares satisfied by issue of Treasury shares92–

Share-based payments11,6091,835

Net foreign exchange (gain)/loss(8,787)3,766

Income tax on hedges3,759–

Deferred tax27, 4 5 3(25,824)

Changes in working capital:

Trade and other receivables(3,562)5,416

Prepayments(20,852)28,517

Inventories(19,679)35,128

Trade and other payables94,993(15,819)

Customer contract liabilities(25,489)973

Income tax receivable10,593(16,435)

Income tax payable–(16,328)

Net cash inflow from operating activities203,80089,415

104
FINANCIAL STATEMENTS

D5. Share capital

20222021

Movements in contributed equity:

Number

of shares

Share capital

$’000

Number

of shares

Share capital

$’000

Fully paid ordinary shares:

Balance at beginning of year743,410,790149,121739, 8 3 0,151146,933

Movements in the period:

Exercise of options––3,200,0002,016

Vesting of performance rights––320,000–

Vesting of time–based rights201,636–38,820–

Gift shares29,778–7,14 4–

Share match programme6,0384514,675191

Vesting of matching share rights8,286–––

Share issue costs–(9)–(19)

245,738363,580,6392,18 8

Balance at end of year743,656,528149,157743,410,790149,121

Vesting of time-based rights: Shares issued to participating employees continuing in employment to a vesting date in the period. 

Gift shares: Shares issued to employees not participating in the Company’s Long-term Incentive plans. Each participating employee

received Company shares to the value of approximately A$1,000. 

Share match programme: Shares purchased by employees in the period from their after-tax pay. The Company will match the number

of shares acquired and retained; subject to continuing employment to September 2022. 

Vesting of matching shares: Shares vesting in September 2021 for employees participating in the FY20 share match programme

who continued in employment to September 2021.

Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one

vote per share at shareholders’ meetings.

The Company does not have authorised capital or par value in respect of its issued shares.

D6. Nature and purpose of reserves

Employee equity settled payments reserve

The employee equity settled payments reserve is used to record the value of share-based payments provided to employees and

contractors, including key management personnel.

Fair value revaluation reserve

The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets measured

at fair value through other comprehensive income.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of

foreign operations.

Treasury shares reserve

The treasury shares reserve comprises the cost, net of any tax effects, of the Company’s shares purchased and held by the trustee of

the a2MC Group Employee Share Trust to be available solely for participants in Group employee share plans. When treasury shares

subsequently vest to employees under employee share plans, the carrying value of the vested shares is transferred to the employee

equity settled payments reserve. During the year 2,200,000 Company shares were acquired by the Trust at an average price of $6.05

(2021: Nil shares acquired). As at 30 June 2022, the Trust held 2,372,842 of the Company’s shares (2021: 362,823 shares).

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash

flow hedges pending subsequent recognition in profit or loss when the associated hedged transactions are recognised in profit or loss.

Movements on these reserve accounts are set out in the Consolidated statement of changes in equity.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

105
THE

a2 MILK COMPANY ANNUAL REPORT 2022

D7. Leases

Group as lessee

The Group has entered into leases for office and industrial premises, motor vehicles and equipment. There are no financial restrictions

placed upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for additional

terms. All lease contracts with options to renew contain market review clauses in the event that an option to renew is exercised.

Right-of-use assets

Carrying amounts of right-of-use assets recognised and movements during the period:

2022

Leased

property

$’000

Office and

computer

$’000

Plant and

equipment

$’000

Total

$’000

Carrying amount 1 July 202115,03910116215,302

Acquisition of subsidiary (Note E2)8817537642

Additions 3,308242893,621

Depreciation(3,688)(41)(396)(4,125)

Net foreign currency exchange differences58712590

Carrying amount 30 June 202215,33410259416,030

Cost23,6841881,29725,169

Accumulated depreciation(8,350)(86)(703)(9,139)

Carrying amount 30 June 202215,33410259416,030

2021

Leased

property

$’000

Office and

computer

$’000

Plant and

equipment

$’000

Total

$’000

Carrying amount 1 July 202015,76 411526516,14 4

Additions 2,95213753,040

Depreciation(3,596)(27)(179)(3,802)

Net foreign currency exchange differences(81)–1(80)

Carrying amount 30 June 202115,03910116215,302

Cost19,70114646920,316

Accumulated depreciation(4,662)(45)(307)(5,014)

Carrying amount 30 June 202115,03910116215,302

Lease liabilities

Carrying amounts of lease liabilities and movements during the period:

2022

$’000

2021

$’000

Balance at beginning of the year16,49816,843

Acquisition of subsidiary (Note E2)642–

Additions3,6213,040

Gain on termination of lease–(9)

Accretion of interest592699

Payments(4,681)(3,929)

Net foreign currency exchange differences680(146)

Balance at end of the year17, 3 5 216,498

Current3,1283,648

Non-current14,22412,850

17, 3 5 216,498

106
FINANCIAL STATEMENTS

D7. Leases (continued)

Amounts recognised in profit or loss

2022

$’000

2021

$’000

Depreciation expense – right-of-use assets4,1253,802

Interest expense – lease liabilities592699

Expenses relating to short-term leases (included in Other expenses)461567

Expenses relating to low-value assets (included in Other expenses)55

Total amount recognised in profit or loss5,18 35,073

Cash flows for leases

2022

$’000

2021

$’000

Total cash outflows:

Lease interest592699

Payment of lease principal4,0893,230

4,6813,929

Non-cash additions to right-of-use assets and lease liabilities3,6213,040

Recognition and measurement

A right-of-use asset and a lease liability are recognised at the lease commencement date.

The right-of-use asset is initially measured at cost, and subsequently at cost, less accumulated depreciation as the asset is written off over

the term of the lease, impairment losses, and any adjustments for remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments payable from the commencement date, discounted using

the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the

Group uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured

when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected

to be payable, or changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised.

Key estimates and judgements

Determination of the lease term

Judgement is applied to determine the lease term for those lease contracts that include renewal or termination options. This

assessment impacts the lease term, which may significantly affect the amount of lease liabilities and right-of-use assets recognised.

In determining the lease term consideration is given to all facts and circumstances that create an economic incentive to exercise an

extension option, or not to exercise a termination option.

Group as lessor

Refer Note C5: Investment property.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

107
THE

a2 MILK COMPANY ANNUAL REPORT 2022

D8. Loans and borrowings 

2022

$’000

2021

$’000

Current   

Secured:

Bank loans27,000–

Unsecured:   

Loan from MVM’s non-controlling shareholder13,794– 

40,794

Non-current   

Secured:   

Bank loan30,000– 

Unsecured:  

Loan from MVM’s non-controlling shareholder36,206– 

 66,206– 

All of the loans and borrowings are specific to Mataura Valley Milk Limited (MVM) and are interest bearing.  

The bank loans are secured against MVM’s property at Pease Street, Gore, New Zealand, and are subject to compliance with financial

covenants requiring the maintenance of specified financial ratios, related solely to MVM. All borrowing covenant ratios and limits have

been complied with during the financial year.

The non-current bank loan matures in July 2024. The interest rate applicable as at 30 June 2022 was 3.62%. 

The average interest rate applicable at 30 June 2022 for the current bank loans was 3.08%.

Finance facilities available to MVM:

—Total bank debt facilities of $75 million, of which $57 million was drawn as at 30 June 2022. 

—A performance guarantee facility of $10 million, of which $6.2 million was drawn as at 30 June 2022.

The unsecured subordinated loans are provided by MVM’s non-controlling shareholder. The non-current loan has an initial term through

to FY27, to be repaid thereafter at a time to be agreed by the shareholder lenders. The interest rate applicable as at 30 June 2022 was

2.56% and is deferred and capitalised into the loan balance. 

Other Group entities have access to bank guarantee facilities totalling $1,656,000 of which $870,000 was drawn as at 30 June 2022.

Recognition and measurement 

Interest bearing loans and borrowings are initially recognised at fair value at transaction date, less directly attributable transaction costs,

and subsequently measured at amortised cost using the effective interest rate method. 

108
FINANCIAL STATEMENTS

D9. Capital expenditure commitments

2022

$’000

2021

$’000

Contracted but not yet provided for and payable  

Property plant and equipment 5,575–

D10. Contingent liabilities

On 6 October 2021, The a2 Milk Company Limited (‘the Company’) announced that group proceedings had been filed in the Supreme

Court of Victoria by Slater & Gordon Lawyers, which named the Company as the defendant. The proceeding relates to the period from

19 August 2020 to 9 May 2021 (Relevant Period) and makes allegations that the Company engaged in misleading and deceptive conduct

and breached its disclosure obligations by failing to disclose certain information to the market. The claim filed by Slater & Gordon Lawyers

is said to be brought on behalf of shareholders who acquired an interest in fully paid ordinary shares in the Company on the Australian

Securities Exchange (ASX) or NZX Main Board (NZSX) between 19 August 2020 and 9 May 2021 (inclusive).

On 24 November 2021, the Company was served with a representative proceeding filed in the Supreme Court of Victoria by Shine

Lawyers, which names the Company as the defendant. The proceeding makes allegations which are broadly similar to those advanced

by the class action proceeding filed by Slater & Gordon Lawyers on 5 October 2021. The claim filed by Shine Lawyers is said to be

brought on behalf of group members who acquired an interest in ordinary shares in the Company on the ASX or the NZSX: (1) prior

to 19 August 2020, and retained those shares until a date after 28 September 2020; or (2) during the Relevant Period.

On 14 June 2022, the Supreme Court of Victoria approved the proposal to consolidate the proceedings filed by Slater & Gordon Lawyers

and Shine Lawyers (the Australian Proceedings). The consolidated claim is brought on behalf of shareholders who acquired an interest in

fully paid ordinary shares in the Company on the ASX or the NZSX: (1) during the Relevant Period; and (2) prior to 19 August 2020 and

retained those shares until a date after 28 September 2020. The claim makes allegations under both Australian and New Zealand law.

On 18 May 2022, the Company announced that a representative proceeding had been filed in the High Court of New Zealand which

names the Company as the defendant (the New Zealand Proceedings). The New Zealand Proceeding, filed by Thorn Law and funded

by CHC Investment Fund III Pty Limited relates to the same period (19 August 2020 to 9 May 2021) and makes allegations under New

Zealand law only which are substantially the same as those advanced in the Australian Proceedings. The claim is commenced on behalf of

group members who acquired an interest in ordinary shares in the Company on the ASX or the NZSX: (1) during the Relevant Period; and

(2) prior to the Relevant Period and continued to hold some or all of those shares for part or all of the Relevant Period. The Company filed

an interlocutory application for a stay of the New Zealand Proceedings under the Trans-Tasman Proceedings Act 2010 (NZ) on

23 June 2022.

The Company considers that it has at all times complied with its disclosure obligations, denies any liability and will vigorously defend the

proceedings. The Company is required to file its defence in the Australian Proceedings on 25 October 2022. The Company has not filed a

defence in the New Zealand Proceeding and no orders will be made until after the determination of the stay application.

The claims of group members have not yet been and are not required to be quantified. Based on the current status of the Australian

Proceedings and the New Zealand Proceedings, it is not practicable to provide: (a) an estimate of the financial effect; (b) an indication of

the uncertainties relating to the amount or timing of any outflow; or (c) the possibility of any reimbursement.

On 24 August 2022, there was a hearing in the Supreme Court of Victoria in relation to whether that Court has jurisdiction to determine

the claims advanced by New Zealand acquirers under New Zealand law. Judgment in the matter has been reserved. The New Zealand

Proceedings are next listed in the High Court of New Zealand for hearing of the stay application on 28 November 2022 and

29 November 2022.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

CAPITAL AND FINANCIAL RISK MANAGEMENT

109
THE

a2 MILK COMPANY ANNUAL REPORT 2022

E. GROUP STRUCTURE

This section provides details of the Group structure and the entities included in the consolidated financial statements.

E1. Consolidated entities

Details of the Company’s subsidiaries at 30 June 2022 are as follows:

Parties to

Deed of Cross

Guarantee

(note E3)

*

Principal place

of businessProportion of ownership interest

20222021

Parent entity:

The a2 Milk Company Limited✓New Zealand––

Subsidiaries:

The a2 Milk Company (Export) Limited –New Zealand100%100%

a2 Holdings UK Limited–New Zealand100%100%

a2 Infant Nutrition Limited✓

#

New Zealand100%100%

The a2 Milk Company (New Zealand) Limited –New Zealand100%100%

Mataura Valley Milk Limited–New Zealand75%–

a2 Australian Investments Pty. Limited ✓Australia100%100%

a2 Botany Pty Ltd–Australia100%100%

The a2 Milk Company (Australia) Pty Ltd✓Australia100%100%

a2 Exports Australia Pty Limited✓Australia100%100%

a2 Infant Nutrition Australia Pty Ltd✓Australia100%100%

The a2 Milk Company (Nutrition) Pty Ltd✓Australia100%100%

a2MC Group Employee Share Trust–Australia100%100%

The a2 Milk Company Limited –UK100%100%

The a2 Milk Company LLC–USA100%100%

The a2 Milk Company–USA100%100%

The a2 Milk Company Limited–Canada100%100%

a2 Infant Nutrition (Shanghai) Co., Ltd–China100%100%

The a2 Milk Company (Singapore) Pte. Ltd–Singapore100%100%

* Each party to the Deed of Cross Guarantee is a member of the ‘closed group’ under the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

# a2 Infant Nutrition Limited is the subject of an ASIC declaration under section 601 CK(7) of the Corporations Act 2001 (Cth, Australia), providing relief from

the requirement to prepare and lodge an audited financial report in Australia.

Other than the acquisition of Mataura Valley Milk Limited on 30 July 2021 (Refer Note E2), there were no entities over which the

Company gained or lost control during the year.

All subsidiaries have a balance date of 30 June, except for The a2 Milk Company Limited (UK), The a2 Milk Company LLC, and a2 Infant

Nutrition (Shanghai) Co., Ltd which have a balance date of 31 December.

Recognition and measurement

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial statements of

subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those of

the Group.

Transactions eliminated on consolidation

All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are

eliminated in preparing the consolidated financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP STRUCTURE

110
FINANCIAL STATEMENTS

E2. Acquisition of subsidiary

Mataura Valley Milk Limited acquisition

On 30 July 2021, The a2 Milk Company Limited (a2MC) acquired a 75% controlling interest in Mataura Valley Milk Limited (MVM), a dairy

nutrition business, located in Southland, New Zealand.

The acquisition will enable the Group to participate in nutritional products manufacturing, provide supplier and geographical

diversification, and strengthen relationships with key strategic partners in China.

Fair value of identifiable assets and (liabilities) acquired

Fair Value recognition

on acquisition

$’000

Cash and cash equivalents54,760

Trade and other receivables22,590

Inventories8 ,161

Property, plant and equipment228,913

Right-of-use assets642

Intangible assets943

Trade and other payables(38,361)

Borrowings – external(30,000)

Borrowings – shareholder loans(156,694)

Lease liabilities(642)

Net identifiable assets acquired90,312

Less: non-controlling interests(22,578)

a2MC’s share of net identifiable assets6 7,7 3 4

Accounting policy for non-controlling interests

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate

share of the acquired entity’s net identifiable assets. For the non-controlling interests in MVM the Group has elected to recognise the

non-controlling interests at its proportionate share of the acquired net identifiable assets.

Total cash outflow and goodwill on consolidation

$’000

Net identifiable assets acquired6 7,7 3 4

Loan payable to a2MC in net assets acquired106,694

174,428

Goodwill94,078

Total cash outflow 268,506

Goodwill comprises the value of expected strategic synergies arising from the acquisition including access to manufacturing margins and

the ability to provide capability for product development and supply, based on this recently constructed world-class nutritional products

manufacturing facility with an established workforce, and access to a growing A1 protein free milk pool. It is not deductible for tax

purposes.

Goodwill is allocated to the cash generating units (CGUs) that are expected to benefit from the synergies of the business combination,

irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units.

Total goodwill of $94,078,000 has been allocated to the following CGUs: Australia and New Zealand: $42,348,000; China $51,730,000.

For the eleven months ended 30 June 2022 MVM contributed revenue of $104,350,000 and an after-tax loss of $31,530,000 to the

Group’s results. If the acquisition had occurred on 1 July 2021 management estimate that, for FY22, consolidated revenue would have

been greater by $11,866,000 and consolidated profit would have been less by $5,610,000. In determining these amounts management

has assumed that the financing arrangements applicable from 30 July 2021 applied as if the acquisition had occurred on 1 July 2021.

The net outflow of cash on acquisition of $213,746,000 consisted of the total cash outflow of $268,506,000, less cash balances acquired

of $54,760,000.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP STRUCTURE

111
THE

a2 MILK COMPANY ANNUAL REPORT 2022

E2. Acquisition of subsidiary (continued)

Mataura Valley Milk Limited acquisition (continued)

Acquisition-related costs

No acquisition related costs were paid in the period. Total acquisition-related costs of $10,376,000 were incurred in the year ended

30 June 2021 and included in Other expenses in the consolidated statement of comprehensive income and in operating cash flows in

the consolidated statement of cash flows.

Recognition and measurement 

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of

the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in

the acquiree. 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for

non-controlling interests, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. 

Acquisition-related costs are expensed as incurred and included in profit or loss as Other expenses.  

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation

in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

E3. Deed of cross guarantee

Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned subsidiaries

listed in Note E1 as parties to the Deed of Cross Guarantee are eligible for relief from the Corporations Act 2001 (Cth, Australia)

requirements for preparation, audit and lodgement of financial reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross

Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the

event of winding up of the other party under certain provisions of the Corporations Act 2001 (Cth, Australia). If a winding up occurs

under other provisions of the Act, the guarantee will only apply if after six months after a resolution or order for winding up any creditor

has not been paid in full.

A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities

which are parties to the Deed of Cross Guarantee (each party being a member of the closed group as listed in Note E1), after eliminating

all transactions between parties to the Deed of Cross Guarantee, at 30 June 2022 are set out as follows:

Consolidated statement of comprehensive income and retained earnings for the year ended 30 June 2022

2022

$’000

2021

$’000

Revenue 1,273,571 1,147, 0 2 0

Expenses(1,058,365)(1,036,347)

Finance income (net) 8 ,14 0 3,554

Profit before tax 223,346 114 , 2 27

Income tax expense(59,291)(33,598)

Profit after tax 164,055 80,629

Other comprehensive income(654)1,254

Total comprehensive income for the year 163,401 81,883

Retained earnings at beginning of the year 1,0 4 8,914 968,285

Transfers to and from reserves 654 (1,254)

Retained earnings at end of year 1,212,969 1,0 4 8,914

112
FINANCIAL STATEMENTSFINANCIAL STATEMENTS

E3. Deed of cross guarantee (continued)

Consolidated statement of financial position as at 30 June 2022

2022

$’000

2021

$’000

Assets

Current assets

Cash and short-term deposits 7 97, 2 9 6801,412

Trade and other receivables 153,906124,918

Prepayments49,22926,531

Inventories95,67810 9,15 6

Income tax receivable12,6 4 822,419

Total current assets1,10 8 ,7571,08 4,436

Non-current assets

Property, plant and equipment 15,80215,279

Right-of-use assets12,4 6010,902

Investment property15,66316,614

Intangible assets14,4 4114,961

Other financial assets565,047291,901

Deferred tax assets18,42446,422

Total non-current assets6 41,837396,079

Total assets1,750,5941,4 8 0,515

Liabilities

Current liabilities

Trade and other payables336,473240,988

Customer contract liabilities2,5144,746

Lease liabilities8321,910

Other financial liabilities12,553–

Total current liabilities352,372247, 6 4 4

Non-current liabilities

Trade and other payables416511

Other financial liabilities872–

Lease liabilities12,5179, 611

Total non-current liabilities13,80510,122

Total liabilities3 6 6,17725 7,76 6

Net assets1,38 4,4171,222,749

Equity

Share capital 149,157149,121

Retained earnings 1,212,9691,0 4 8,914

Reserves 22,29124,714

Total equity1,38 4,4171,222,749

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

GROUP STRUCTURE

113
THE

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F. OTHER DISCLOSURES

F1. Related party transactions

Ultimate Parent

The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries

as listed in Note E1.

Key management personnel

Key management personnel are defined as those persons having significant authority and responsibility for planning, directing

and controlling the activities of the Group, and includes the directors, and a number of senior executives.

Key management personnel compensation:

2022

$’000

2021

$’000

Short-term employee benefits6,8028,438

Other long-term benefits140

Termination payments–926

Share-based payments6,3581,210

 13,16110,614

Other than non-executive directors, key management personnel in FY22 include the following senior executives:

Managing Director and CEO

Chief Financial Officer (to 17 May 2022)

Interim Chief Financial Officer (from 17 May 2022)

Chief Executive, Greater China

Transactions with key management personnel and their related parties

During the year there were no related party transactions with key management personnel or their related parties (2021: $nil).

Loans to key management personnel and their related parties

No loans were outstanding or made to key management personnel and their related parties at any time during the 2022 and 2021

financial years.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OTHER DISCLOSURES

114
NOTES TO THE FINANCIAL STATEMENTS

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

F2. Share-based payments

Long-term incentives (LTI)

The LTI plan is designed to retain and motivate senior management to achieve the Group’s long-term strategic goals by providing rewards

that align the interests of management with shareholders.

During the year the Board authorised the issue of 4,355,314 performance rights to senior management under the LTI plan.

The issue of performance rights under the LTI plan was temporarily deferred in FY21. To accommodate the deferral of the LTI programme

in FY21, the performance rights issued in the period are in two tranches, with differing performance periods and performance hurdles as

set out below.

The performance rights vest subject to:

—Continuing employment; and

—Achieving the following performance hurdles over the performance periods:

Revenue CAGR hurdles

Performance rights grants:Performance periodEPS CAGR50% vest85% vest100% vest

Tranche 1 (FY21 plan)

1,955,113 rights2 years to 30 June 202320%7. 5%10%12.5%

Tranche 2 (FY22 plan)

2,400,201 rights3 years to 30 June 202420%6%8%10%

Both the minimum EPS CAGR (compound annual growth in diluted earnings per share) and minimum Revenue CAGR (compound annual

growth in normalised sales) must be achieved for any vesting of performance rights. The minimum vesting proportion is 50%; thereafter,

vesting is on a straight-line basis.

EPS CAGR and Revenue CAGR are derived from the annual report of the Company for the relevant financial years and subject to

adjustment to remove the impact of such items as the Board may determine, including, without limitation, adjustments made to exclude

the impact of unusual or one-off items, discontinued operations, and acquisitions and disposals.

No amount is payable upon vesting of the performance rights and conversion to shares. Each exercised right is an entitlement to one fully

paid ordinary share in the Company.

Fair value of performance rights

The fair value of services received in return for performance rights granted to employees is measured by reference to the fair value of the

rights granted. The estimate of the fair value of the services received is measured by reference to the vesting conditions specific to the

grant based on a simplified Black-Scholes option pricing model.

Fair value of performance rights granted during the period and assumptionsPerformance rights

Tranche 1Tranche 2

Grant date22 Oct 2122 Oct 21

Fair value at measurement date$7.18$7.18

Share price at grant date$7.18$7.18

Performance rights life1.8 yrs2.8 yrs

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OTHER DISCLOSURES

115
THE

a2 MILK COMPANY ANNUAL REPORT 2022

F2. Share-based payments (continued)

Performance rights granted in previous years

In FY20 performance rights were issued in two tranches, with differing performance periods and performance hurdles as set out below.

Performance rights granted to employees in China in FY21 are subject to the Tranche 2 performance hurdles.

The performance rights vest subject to:

—Continuing employment.

—Minimum performance hurdles of both:

—A minimum diluted earnings per share (EPS) compound annual growth rate (CAGR) increase of 15% over the performance period

(EPS CAGR); and

—A minimum normalised sales CAGR increase of 15% over the performance period (Revenue CAGR).

—Tranche 1 grants had two-year performance hurdles to 30 June 2021, and Tranche 2 grants have three-year performance hurdles to

30 June 2022.

—No awards will vest if EPS CAGR or Revenue CAGR is less than 15% over the respective performance periods.

—50% of the awards will vest if EPS CAGR and Revenue CAGR of 15% is achieved, up to a maximum of 100% of the award vesting

if Revenue CAGR of either 22% or more for the two-year performance hurdle, or 25% or more for the three-year performance

hurdle is achieved.

The Tranche 1 awards did not vest.

The average fair value of the Tranche 2 awards at grant date was $13.69.

EPS CAGR and Revenue CAGR are derived from the annual report of the Company for the relevant financial years and subject to

adjustment to remove the impact of such items as the Board may determine, including, without limitation, adjustments made to exclude

the impact of unusual or one-off items, discontinued operations, and acquisitions and disposals.

Time-based rights granted in previous years

Vesting of the time-based rights is subject to continuing employment, with no performance conditions, vesting as follows:

Number of time-based

rights grantedGrant datesVesting datesFair value

103,40919 - Nov-1922-Aug-22$14.0 0

2,45510 -Mar-2115-Dec-22$9.70

155,6 415-Feb-218-Feb-23$11. 0 0

261,505

LTI outstanding as at 30 June 2022

NumberGrant DatesVesting DatesExpiry Dates

Performance rights – FY20 grants Tranche 2466,539Various21-Aug-2221-Aug-22

Performance rights – FY22 grants4,223,52522-Oct-21

21-Aug-23 &

21-Aug-24

21-Aug-23 &

21-Aug-24

4,690,064

Time-based rights – FY20 grants103,40919 - Nov-19 23-Aug-22 23-Aug-22

Time-based rights – FY21 grants158,096

5-Feb-21 &

10 -Mar-21

15-Dec-22 &

8-Feb-23

15-Dec-22 &

8-Feb-23

261,505

Matching share rights – FY21 plan14,704n/a30-Sep-2230-Sep-22

116
NOTES TO THE FINANCIAL STATEMENTS

FINANCIAL STATEMENTSFINANCIAL STATEMENTS

F2. Share-based payments (continued)

Number

2022

Number

2021

Performance rights movements:

Outstanding at the beginning of the year881,0601,4 83,874

Forfeited during the period (546,310)(125,080)

Granted during the period 4,355,314139,566

Vested during the period –( 617, 3 0 0 )

Outstanding at the end of the year4,690,064881,060

The weighted average remaining contractual life of performance rights is 1.5 years (2021: 0.8 years)

Number

2022

Number

2021

Time-based rights movements:

Outstanding at the beginning of the year685,336300,768

Forfeited during the period(3,080)–

Granted during the period –5 3 7, 6 9 6

Vested during the period (420,751)(153,128)

Outstanding at the end of the year261,505685,336

The weighted average remaining contractual life of time-based rights is 0.4 years (2021: 0.8 years)

Other employee equity schemes

In the period, employees not participating in the LTI plan participated in the following schemes:

—Gift offer: employees received Company shares to the value of approximately A$1,000 each.

—FY21 Share Match Programme: employees who undertook to purchase Company shares for a minimum value of A$200 to a maximum

value of A$2,000 up to 30 September 2021 from their after-tax pay will receive matching shares from the Company equal to the

number of shares acquired and retained under the scheme, subject to continuing employment up to September 2022. There was no

Share Match Programme offered in FY22.

Amounts recognised in the consolidated statement of comprehensive income

During the year ended 30 June 2022, a $11,609,000 expense was recognised in the consolidated statement of comprehensive income for

equity settled share-based payment awards (2021: $1,835,000).

Recognition and measurement

The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a corresponding

increase in the employee equity settled payments reserve, over the period that the employees become unconditionally entitled to the

awards. The amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related service

and non-market vesting conditions are expected to be met but is not adjusted when market performance conditions are not met.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

OTHER DISCLOSURES

117
THE

a2 MILK COMPANY ANNUAL REPORT 2022

F3. Auditor’s remuneration

The auditor of the Company is Ernst & Young Australia.

Amounts received or due and receivable by Ernst & Young for:

2022

$’000

2021

$’000

Fees to Ernst & Young (Australia):

Fees for auditing the statutory financial statements of the parent covering the Group and auditing

the statutory financial statements of any controlled entities1,5861,285

Fees for other assurance and agreed-upon-procedures services11875

Fees for other services:

Market research

1

240220

Total fees to Ernst & Young (Australia)1,94 41,580

Fees to other overseas member firms of Ernst & Young:

Total fees to other overseas member firms of Ernst & Young for local statutory audits109125

2,0531,705

1 The research reports prepared are solely for the Group’s internal use and contents of these reports are not subject to Ernst & Young audit.

F4. Subsequent events

On 27 August 2022, the Board of Directors resolved that the Company intends to undertake a capital return to shareholders of up to

$150 million through an on-market share buyback. No other matters or circumstances have arisen since the end of the financial year

which have significantly affected or may significantly affect the operations, the results of these operations or state of affairs of the Group

in subsequent financial years.

118
OTHER

INFORMATION

119
THE

a2 MILK COMPANY ANNUAL REPORT 2022

COMPANY

DISCLOSURES

1. SUBSTANTIAL PRODUCT HOLDERS

The shares of the Company are quoted on NZX, the ASX and Chi-X Australia.

According to substantial product holder notices and the Company’s records, the following

persons were substantial product holders in respect of the ordinary shares of the Company as

at 30 June 2022 (such disclosure being required by the Financial Markets Conduct Act 2013 (NZ))

and as at 1 August 2022 (such disclosure being required by the ASX Listing Rules):

As at 30 June 2022As at 1 August 2022

Name

Number of

ordinary shares

in the Company

in which a

Relevant

Interest is held

% of ordinary

shares held

Number of

ordinary shares

in the Company

in which a

Relevant

Interest is held

% of ordinary

shares held

PERPETUAL LIMITED

and subsidiaries45,389,7746 .1045,389,7746 .10

The total number of voting shares on issue as at 30 June 2022 was 743,656,528 and the total

number of voting shares on issue as at 1 August 2022 was 743,656,528.

2. VOTING RIGHTS

During the period 1 July 2021 to 30 June 2022, each fully paid ordinary share of the Company gave

the holder the right to cast one vote per shareholder on a show of hands and one vote per share on

a poll on any resolution. All votes cast at shareholder meetings are by way of poll.

120
3. TWENTY LARGEST FULLY PAID EQUITY SECURITY HOLDERS

The names of the 20 largest holders of ordinary shares in the Company as at 1 August 2022 are listed below:

RankInvestor name

Number

of shares

% Issued

capital

1HSBC Custody Nominees (Australia) Limited 95,352,557 12.82

2J P Morgan Nominees Australia Pty Limited 42,606,730 5.73

3Citicorp Nominees Pty Limited 3 7, 5 8 6 , 912 5.05

4HSBC Nominees (New Zealand) Limited* 27,839,798 3.74

5Tea Custodians Limited* 24,379,403 3.28

6Citibank Nominees (Nz) Ltd* 23,240,973 3.13

7JPMorgan Chase Bank* 21,431,535 2.88

8HSBC Nominees (New Zealand) Limited* 20,651,873 2.78

9Bnp Paribas Nominees NZ Limited Bpss40* 19,868,096 2.67

10Accident Compensation Corporation* 19,629,611 2.64

11New Zealand Depository Nominee 15,8 4 4,934 2.13

12New Zealand Superannuation Fund Nominees Limited* 14,050,721 1.89

13Bnp Paribas Noms Pty Ltd 13,063,286 1.76

14National Nominees Limited 11,033,224 1.4 8

15Premier Nominees Limited* 9,395,719 1.26

16Custodial Services Limited 7, 6 3 7,117 1.03

17JBWERE (Nz) Nominees Limited 6,855,810 0.92

18Public Trust* 5,811,578 0.78

19National Nominees New Zealand Limited* 5,645,682 0.76

20Cogent Nominees Limited* 5,374,499 0.72

Total4 27, 3 0 0 , 0 5 85 7. 45

* These shares are held through New Zealand Central Securities Depository Limited (NZCSD), a depository system which allows electronic trading of securities

to members.

COMPANY DISCLOSURES

121
THE

a2 MILK COMPANY ANNUAL REPORT 2022

4. SPREAD OF SECURITY HOLDERS AS AT 1 AUGUST 2022 AND NUMBER OF HOLDERS

a) Fully paid ordinary shareholders

Size of Shareholding

Number

of holders

Number

of shares%

1 – 1,00062,2792 2, 5 6 7,1193.04

1,001 – 5,00025,68362,646,7998.42

5,001 – 10,0005,02637,459,2325.04

10,001 – 100,0003,56284,265,49811. 33

100,001 shares or more2105 3 6 ,717, 8 8 072.17

96,760743,656,528100.00

As at 1 August 2022, and based on the closing market price on that date, the number of holders with 220 or less ordinary shares (being

less than a minimum holding of NZ$1,000 under the NZX Listing Rules) was 27,863 and the number of holders with 110 or less ordinary

shares (being less than a marketable parcel of A$500 under the ASX Listing Rules) was 16,872.

b) Performance rights (unlisted securities not quoted by the ASX or NZX)

Size of Shareholding

Number

of holders

Number

of rights%

1 – 5,000–––

5,001 – 10,000754,2371.16

10,001 – 100,000361,6 4 8,79435.15

100,001 performance rights or more92,987,03363.69

524,690,064100.00

c) Time-based rights (unlisted securities not quoted by the ASX or NZX)

Size of Shareholding

Number

of holders

Number

of rights%

1 – 5,00012,4550.94

5,001 – 10,000–––

10,001 – 100,000–––

100,001 performance rights or more2259,05099.06

3261,505100.00

d) Matching rights (unlisted securities not quoted by the ASX or NZX)

Size of Shareholding

Number

of holders

Number

of rights%

0 – 1,00010414,704100.00

10414,704100.00

122
5. DIRECTORS’ RELEVANT INTERESTS AND SHARE DEALINGS

Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company

during the period 1 July 2021 to 30 June 2022:

Registered holder

Beneficial/

Non-beneficial

Acquired/

(Disposed)

Class of

financial

productDate

Consideration

paid/(received)

NZD

David Bortolussi

DMZSK Pty LtdBeneficial969,483 Performance rights22 October 2021N/A

DMZSK Pty LtdBeneficial(155,6 42)Time-based rights21 February 2022N/A

DMZSK Pty Ltd

1

Beneficial155,6 42Ordinary shares21 February 2022N/A

Directors of the Company as at 30 June 2022 held the following relevant interests in the financial products of the Company as at that date:

Registered holder

Beneficial/

Non-beneficial

Balance held

No.

Class of financial

product

David Hearn

David Lovat Gordon HearnBeneficial1,055,000Ordinary shares

David Bortolussi

DMZSK Pty Ltd as trustee of D&M Bortolussi Family TrustBeneficial155,6 42Ordinary shares

DMZSK Pty Ltd as trustee of D&M Bortolussi Family TrustBeneficial969,483Performance rights

DMZSK Pty Ltd as trustee of D&M Bortolussi Family TrustBeneficial155,6 41Time-based rights

Julia Hoare

Julia Cecile HoareBeneficial50,000Ordinary shares

Warwick Every-Burns

Warwick Every-Burns as trustee of Wake Super FundBeneficial75,000Ordinary shares

Kathryn Every-BurnsBeneficial25,000Ordinary shares

1 Reflects the issue of ordinary shares to David Bortolussi following the vesting and automatic exercise of time-based rights.

6. CREDIT RATING STATUS

Not applicable.

7. NZX WAIVERS

There were no waivers granted and published by NZX following an application by the Company or relied upon by the Company during

the reporting period ended 30 June 2022.

COMPANY DISCLOSURES

123
THE

a2 MILK COMPANY ANNUAL REPORT 2022

8. PARTICULARS OF NOTICES OR STATEMENTS GIVEN TO OR APPROVED BY THE BOARD

8.1 Interests register

The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the

directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.

Directors have declared interests during the reporting period ended 30 June 2022 as follows:

—The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are protected

against liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries.

—The Company has provided Deeds of Indemnity to all directors for potential liabilities and costs they may incur for acts or

omissions in their capacity as directors of the Company and its subsidiaries.

—Directors’ relevant interests and share dealings as outlined in section 5, above.

—Pip Greenwood’s spouse owns an adviser entity which provides financial and transaction consulting services to a range of

organisations, including from time to time participants in the dairy sector (other than the Company). While Ms Greenwood has no

involvement in the entity, or its clients, she has disclosed that interest as the entity may from time to time consult to entities with which

the Company may transact. The Company and Ms Greenwood have agreed a protocol whereby Ms Greenwood abstains from all

Board discussions and decisions including the entity or its clients, and does not receive relevant Board papers, where this occurs.

—Julia Hoare is a director of Meridian Energy Limited, which is expected to supply electricity to MVM under a new power purchase

agreement following completion of the project to convert MVM’s current coal fired boiler to a high-pressure electric boiler. While

Ms Hoare has no involvement in the matters which are the subject of discussion between Meridian and MVM, the Company and Ms

Hoare have agreed a protocol whereby Ms Hoare abstains from all Board discussions and decisions involving the supply of electricity

to MVM in connection with the boiler conversion project, and does not receive relevant Board papers or parts of any Board papers,

where this occurs.

During the reporting period ended 30 June 2022, directors advised the Company of the following changes or additional entries in the

Company’s interests register:

Name of DirectorEntityPosition

Julia HoareChapter Zero New Zealand Steering CommitteeMember

Julia HoareSustainable Finance Forum, Leaders’ GroupCeased to be a member

No other entries were made in the interests registers of the Company’s subsidiaries during the reporting period.

124
8.2 Directors of subsidiary companies

The following persons held office as directors of subsidiary companies during the year ended 30 June 2022.

SubsidiaryJurisdictionDirectors (or equivalent)

The a2 Milk Company (Export) Limited New ZealandDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

a2 Infant Nutrition LimitedNew ZealandDavid Bortolussi

a2 Holdings UK LimitedNew ZealandDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

The a2 Milk Company (New Zealand) Limited New ZealandDavid Bortolussi

Julia Hoare

Mataura Valley Milk LimitedNew ZealandDavid Bortolussi

Shareef Khan

Deyong Zhang

Race Strauss (resigned 17 May 2022)

Xue Tingwu (resigned 23 June 2022)

Mark Sherwin (appointed 22 July 2022)

Cao Siyuan (appointed 22 July 2022)

a2 Australian Investments Pty. Limited.AustraliaDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

a2 Botany Pty LtdAustraliaDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

The a2 Milk Company (Australia) Pty LtdAustraliaDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

a2 Infant Nutrition Australia Pty LtdAustraliaDavid Bortolussi

a2 Exports Australia Pty LimitedAustraliaDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

The a2 Milk Company (Nutrition) Pty LimitedAustraliaDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

The a2 Milk Company Limited British Columbia, CanadaDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

The a2 Milk Company Limited Scotland, UKDavid Hearn

The a2 Milk Company Delaware, USADavid Hearn

David Bortolussi

The a2 Milk Company LLC Delaware, USADavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

a2 Infant Nutrition (Shanghai) Co., Ltd. ChinaXiao Li

The a2 Milk Company (Singapore) Pte. Ltd.SingaporeDavid Bortolussi

Mark Sherwin (appointed 6 June 2022)

Race Strauss (resigned 16 May 2022)

Shaun Singh

No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their

role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings

for remuneration disclosed under Employee remuneration range in section 14.

COMPANY DISCLOSURES

125
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a2 MILK COMPANY ANNUAL REPORT 2022

8.3 Use of company information

The Board received no notices during the reporting period ended 30 June 2022 from directors requesting to use Company information

received in their capacity as directors which would not have been otherwise available to them.

9. LIMITATIONS ON THE ACQUISITION OF SECURITIES

The Company is not subject to chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth, Australia) dealing with the acquisition of its

shares (including substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by New Zealand law are as follows:

(i) In general, fully paid ordinary shares in the Company are freely transferable, and the only significant restrictions or limitations in

relation to the acquisition of fully paid ordinary shares in the Company are those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(ii) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights in the

Company, or the increase of an existing holding of 20% or more of the voting rights in the Company, can only occur in certain

permitted ways. These include a full takeover offer, a partial takeover offer, an acquisition approved by an ordinary resolution, an

allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if a

shareholder holds 90% or more shares in the Company, in each case in accordance with the New Zealand Takeovers Code.

(iii) The New Zealand Overseas Investment Act 2005 regulates certain investments in New Zealand by overseas persons. In general terms,

the consent of the New Zealand Overseas Investment Office will likely be required where an ‘overseas person’ acquires shares or an

interest in shares in the Company that amount to more than 25% of the shares issued by the Company or, if the overseas person

already holds 25% or more, the acquisition increases that holding.

(iv) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition would

have, or would be likely to have, the effect of substantially lessening competition in a market.

The Company has complied with, and continues to comply with, the requirements of the NZX Listing Rules with respect to the issue of

new securities.

10. ON-MARKET BUY-BACK

On 27 August 2022, the Board of Directors resolved that the Company intends to undertake a capital return to shareholders of up to

$150 million through an on-market share buyback.

11. ON-MARKET PURCHASES

During the reporting period ended 30 June 2022, 2,200,000 shares of the Company were purchased on market and held by the trustee

of the a2MC Group Employee Share Trust to be available solely for participants in Group employee share plans.

12. DONATIONS

The Company and its subsidiaries have made donations of cash and products totalling $3,159,176 during the year ended 30 June 2022

(2021: $2,309,729).

13. DIRECTORS AND OFFICERS

For the purposes of NZX Listing Rule 3.8.1(c), the quantitative breakdown as to the gender composition of the Company’s Directors

and Officers as at 30 June 2022 and 30 June 2021 is as follows:

At 30 June 2022At 30 June 2021

Directors66

Females33

Males33

Gender diverse––

Officers128

Females31

Males97

Gender diverse––

126
14. EMPLOYEE REMUNERATION RANGE

The following table shows the number of employees and former

employees of the Company and its subsidiaries (not being directors

or former directors of the Company) who, in their capacity as

employees, received remuneration and other benefits valued at or

in excess of $100,000 during the year to 30 June 2022.

The remuneration bands are expressed in New Zealand Dollars.

Remuneration Range

$ (Gross)

Number of

employees in

the year ended

30 June 2022

(Based on

actual payments)

Value of

exercised options

and rights

included in

remuneration

range $

$100,000 – $109,99931 –

$110 , 0 0 0 – $119,9 9 935 –

$120,0 0 0 – $129,9 9 918 –

$130,0 0 0 – $139,9 9 914 –

$14 0,0 0 0 – $149,9 9 98 –

$150,0 0 0 – $159,9 9 913 –

$16 0,0 0 0 – $169,9 9 910 –

$170,0 0 0 – $179,9 9 98 –

$18 0,0 0 0 – $189,9 9 95 –

$190,000 – $199,9996 196,682

$200,000 – $209,9998 –

$210,000 – $219,9996 –

$220,000 – $229,9999 –

$230,000 – $239,9997 –

$240,000 – $249,9997 –

$250,000 – $259,9991 –

$260,000 – $269,9993 –

$270,000 – $279,9993 –

$280,000 – $289,9991 –

$300,000 – $309,9993 –

$310,000 – $319,9991 –

$320,000 – $329,9994 –

$340,000 – $349,9991 –

$350,000 – $359,9992 –

$360,000 – $369,9991 –

$370,000 – $379,9992 –

$390,000 – $399,9991 –

$400,000 – $409,9991 –

$420,000 – $429,9992 –

$430,000 – $439,9992 –

$440,000 – $449,9991 –

$450,000 – $459,9991 –

$460,000 – $469,9991 –

$510,0 0 0 – $519,9991 –

$530,000 – $539,9991 –

$550,000 – $559,9991 –

$560,000 – $569,9992 92,132

$590,000 – $599,9991 –

$600,000 – $609,9991 32,345

Remuneration Range

$ (Gross)

Number of

employees in

the year ended

30 June 2022

(Based on

actual payments)

Value of

exercised options

and rights

included in

remuneration

range $

$610,000 – $619,9991 17,10 4

$620,000 – $629,9991 –

$690,000 – $699,9991 36,337

$770,000 – $779,9991 –

$1,100,000 – $1,109,9991 –

$1,190,000 – $1,199,9991 44,853

$1,270,0 0 0 – $1,279,9 9 91 673,666

$1,710,0 0 0 – $1,719,9 9 91 650,443

Total2311,743,562

The table includes base salaries, short-term incentives, contributions

paid to an individual’s superannuation fund, or, if an individual is

a KiwiSaver member, contributions of 3% of gross earnings

towards that individual’s KiwiSaver scheme, and exercised options

and rights. The table does not include amounts paid after 30 June

2022 relating to FY22, and long-term incentives that have been

granted and have not yet vested or been exercised (as applicable).

15. PRINCIPAL ACTIVITIES

Other than the acquisition of Mataura Valley Milk Limited in

July 2021, there were no significant changes to the nature of

the business of the Company (or its subsidiaries) or to the classes

of business in the which the Company (or its subsidiaries) had

an interest during the year ended 30 June 2022.

16. RECONCILIATION OF EBITDA TO NET PROFIT

AFTER TAX

Earnings before interest, tax, depreciation and amortisation

(EBITDA) is a non-GAAP measure. However, the Company believes

that it provides investors with a comprehensive understanding of

the underlying performance of the business.

2022

$’000

2021

$’000

Group EBITDA 196,214 123,428

Depreciation and

amortisation(18,929)( 7, 4 5 3)

EBIT177, 285115,975

Interest income 6,569 3,989

Interest expense(2,467)(699)

Income tax expense(66,646)(38,607)

Net profit after tax114,74180,658

Attributable to:

Owners of the Company 122,624 80,658

Non-controlling interests( 7, 8 8 3)–

114,74180,658

COMPANY DISCLOSURES

127
THE

a2 MILK COMPANY ANNUAL REPORT 2022

Company

The a2 Milk Company Limited

New Zealand share registry

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone: +64 9 375 5998

Australian share registry

Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia

Telephone: +61 1300 554 474

Registered offices

Level 10

51 Shortland Street

Auckland 1010

New Zealand

Level 4

182 Blues Point Road

McMahons Point NSW 2060

Australia

Telephone: +61 2 9697 7000

Auditor

Ernst & Young

200 George Street

Sydney NSW 2000

Australia

Company Secretary

Jaron McVicar

Corporate website

www.thea2milkcompany.com

CORPORATE

DIRECTORY

128
The a2 Milk Company Limited (Australian Registered Body Number 158 331 965 – Incorporated in New Zealand)

thea2milkcompany.com

---

2022
ANNUAL

RESULTS

The a2 Milk Company Limited29 August 2022

Disclaimer
This presentation dated 29 August 2022 provides additional

commentary on the Annual Report for the 12 months ended 30 June

2022 of The a2 Milk Company Limited (the “Company” or “a2MC”)

and accompanying information released to the market on the same

date. As such, it should be read in conjunction with the explanations

and views in those documents.

This presentation is provided for general information purposes only.

The information contained in this presentation is not intended to be

relied upon as advice to investors and does not take into account

the investment objectives, financial situation or needs of any

particular investor. Investors should assess their own individual

financial circumstances and consider talking to a financial adviser or

consultant before making any investment decision.

This presentation is not a prospectus, investment statement or

disclosure document, or an offer of shares for subscription, or sale,

in any jurisdiction.

Certain statements in this presentation constitute forward looking

statements. Such forward looking statements involve known and

unknown risks, uncertainties, assumptions and other important

factors, many of which are beyond the control of the Company and

which may cause actual results, performance or achievements to

differ materially from those expressed or implied by such

statements.

While all reasonable care has been taken in relation to the

preparation of this presentation, none of the Company, its

subsidiaries, or their respective directors, officers, employees,

contractors or agents accepts responsibility for any loss or damage

resulting from the use of or reliance on this presentation by any

person.

Past performance is not indicative of future performance and no

guarantee of future returns is implied or given.

Some of the information in this presentation is based on unaudited

financial data which may be subject to change.

All values are expressed in New Zealand dollars unless otherwise

stated.

All intellectual property, proprietary and other rights and interests in

this presentation are owned by the Company.

2 0 2 2 A N N U A L R E S U L T S

2

Agenda
3

Results overview

and strategy update

4

Financial overview15

Regional and product

performance

23

Appendix54

2 0 2 2 A N N U A L R E S U L T S

Significant progress implementing refreshed strategy and
improving performance during the year

2 0 2 2 A N N U A L R E S U L T S

4

1.Inventory management actions effective

−Significant steps taken last calendar year to address excess IMF inventory have proven effective with channel inventory at target levels,

product freshness amongst the best in the industry and improved market pricing

2.Strong early execution of refreshed growth strategy

−Execution of refreshed growth strategy communicated to the market at the Company’s Investor Day in October 2021, which is focused

on capturing the full potential of the China market opportunity, is having an impact achieving new highs in brand health metricsand

record market shares

3.Full year result in line with the Company’s expectations

−Delivered double digit revenue and earnings growth in FY22 despite challenging market conditions, driven by refreshed growth strategy

and improved execution

4.Outlook for the business is positive

−Continued revenue and earnings growth is expected in FY23, and the Company is on track to

deliver on its medium-term financial and non-financial ambition communicated to the market

in October 2021

5.On-market share buyback announced

−As a result of the above, and after considering its strong balance sheet position,

the Company intends to execute an on-market share buyback of up to $150 million

a2MC returns to growth after COVID-19 related disruption in FY21
2 0 2 2 A N N U A L R E S U L T S

5

1

All figures in New Zealand Dollars (NZ$), unless otherwise stated.

2

Listed on the NZX alternative market (NZAX) in 2004 and transferred listing to NZX main board in 2012.

3

Revenue from continuing operations only.

Source: a2MC.

FY07

FY10

FY11FY12FY13FY14FY15FY16FY17

FY18

FY19FY20

a2MC revenue ($ millions)

FY00

Company

founded

FY00

Transferred listing to

NZX main board

2

a2 Milk™launches

in UK and Ireland

FY11

Manufacturing

agreement

for IMF

FY12

China distribution

agreement for

IMF with

China State Farm

FY13

a2 Milk®

launched in the US

FY15

Relationship

announced (incl.

NZ fresh milk

licence)

FY18

FY14

IMF launched in

ANZ and China

listing

FY15

FY21

FY09FY08

Shift from

licensing to

operational;

a2 Milk™

relaunches in Aus

FY07

IP CreatorsAustralian branded fresh milk focus

China IMF and US liquid milk expansion

Adapting for growth

Distribution

agreement

with Yuhan for

South Korea

FY18

Company

acquires stake in

MVM with CAHG

FY22

Company

exits UK

FY20

3

FY22

Refreshes growth strategy

and commences execution

FY22

FY22 result delivers double-digit growth in revenue and earnings in
a challenging market

2 0 2 2 A N N U A L R E S U L T S

6

•Group results in line with the Company’s expectations

−Group revenue growth of 19.8% to $1,446.2 million (growth of 11.2% ex-MVM) with 2H22 up 18.9% on 1H22 (15.7% ex-MVM)

−EBITDA

1

up 59.0% to $196.2 million, EBITDA margin 13.6% in FY22 (16.1% ex-MVM)

−NPAT, including non-controlling interest, up 42.3% to $114.7 million with $122.6 million attributable to owners of the Company

2

−Closing net cash

3

of $816.5 million with operational cash conversion of 114%

4

•Results driven by strong performance across the Company’s regions and products

−China label IMF sales up 12.2% driven by record high market shares achieved in MBS and DOL

−English label IMF sales up 11.6% with market share increasing in CBEC (2H22) and O2O, and Daigou trajectory improving (2H22)

−ANZ liquid milk sales up 1.8% with record market share, moderated in 2H22 due to lockdowns easing and reduced in-home consumption

−USA liquid milk sales up 30.2% driven by strong growth in grocery and supported by new innovation

−MVM sales of $104.4 million for the 11 months under a2MC ownership (75%)

•Other operational highlights

−Strong growth in brand health metrics to new highs following material increase in brand investment during the year

−Deliberate shift in distribution of English label IMF to more transparent, performance-based and exclusive partners progressing well

−Increase in innovation with the highest number of new product launches in the Company’s history

−Significant increase in sustainability targets, initiatives and impact in many areas of the business, particularly MVM electrification project

1

Earnings before interest, tax, depreciation and amortisation(EBITDA) is a non-GAAP measure and does not have a standardisedmeaning prescribed by GAAP. However, the Company believes that, in combination with GAAP measures, it assists in providing investors with a comprehensive understanding of the underlying operational

performance of the business. A reconciliation of EBITDA to net profit after tax is shown on page 55 on the presentation.

2

The non-controlling interest represents China Animal Husbandry Group’s 25% interest in MVM.

3

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

4

Calculated as net cash flow from operating activities before interest and tax divided by EBITDA.

Outlook for FY23 is positive with continued growth expected
See full outlook statement contained in results announcement dated

29 August 2022 including industry and business risks

•Expecting high single digit revenue growth in FY23. 1H23 growth (on 1H22) is expected to be

significantly higher than 2H23 growth (on 2H22)

•Expecting revenue growth in China label IMF, English label IMF and USA liquid milk in FY23,

ANZ liquid milk broadly in line with FY22 and MVM down compared with FY22 annualised

•Gross margin percentage in FY23 is expected to be broadly in line with FY22, with cost

pressures offset by price increases, mix benefits and cost mitigation initiatives

•Brand investment planned to increase further in FY23, skewed marginally towards 1H23 with a

significant uplift versus 1H22 due to campaign timing

•Further uplift in SG&A costs planned in FY23, reflecting additional capability build, increased

investment in science, innovation and sustainability, and inflation impacts

•EBITDA growth expected in FY23 with a modest improvement in EBITDA margin (% of sales)

•Operational cash conversion expected to be significantly lower in FY23 due to the reversal of

working capital timing benefits in FY22 and an increase in inventory levels

2 0 2 2 A N N U A L R E S U L T S

7

Key priorities of a2MC’s refreshed growth strategy remain
unchanged, with refinements to purpose and vision

2 0 2 2 A N N U A L R E S U L T S

8

Purpose

We pioneer the future of Dairy for good

Goals

PEOPLE

Create a safe, diverse, inclusive and

engaging place for our people to

thrive, support our farmers and

contribute to our communities

Vision

An A1-free world where Dairy nourishes all people and our planet

SHAREHOLDERS

Create long-term, enduring value for

shareholders and a trusted,

transparent relationship

PLANET

Protect our planet and cows, rethink

packaging, achieve net zero and

become nature positive

CONSUMERS

Bring the unique benefits of pure and

natural a2 Milk™to as many

consumers as possible

Strategic

priorities

Enablers

Values

Brand strengthScience & innovation

Strategic relationshipsCapability development

Bold passionIntegrityPioneering spiritHumilityRespect

Capture full potential

in China IMF

-Gain more control over CL

and EL distribution and get

closer to our consumer

-Increase investment in our

brand, digital marketing

and e-commerce

2

Ramp-up product

innovation

-Expand our CL and EL IMF

product portfolios

-Enter adjacent product

categories in relevant

markets to drive growth

3

Transform our

supply chain

-Expand CL registered

market access

-Utilise MVM and invest in

New Zealand capability

-Develop China supply

capability over time

4

Invest in people and

planet leadership

-Invest in our people to

enable them to thrive

-Take direct action to lead

the industry in GHG

emissions reduction,

farming practices and

sustainable packaging

1

Accelerate path

to profitability

-Take action to realise

potential in USA

-Expedite insourcing of a2™

product and 3rd party

volume to significantly

increase MVM utilisation

5

Updated purpose and vision highlights the positive impact
a2MC wants to have on the world, inspiring its team and partners

2 0 2 2 A N N U A L R E S U L T S

9

Significant increase in sustainability targets, initiatives and impact
Targets and commitments

•Committed to more ambitious sustainability targets at Investor Day in October 2021

•Updated climate scenario analysis to include MVM and fully aligned to Task Force on Climate-Related

Financial Disclosures (TCFD)

•Commenced pilot assessment for nature risk analysis

Investing to significantly reduce GHG emissions

•Investing in a new high pressure electrode boiler at MVM to replace the coal-fired boiler currently on site by

October 2023, to reduce MVM’s processing emissions to almost zero

•Contributed to conversion of Boiler 2 at Synlait’sDunsandelsite from coal-fired to biomass to significantly

reduce carbon emissions at the site

•Launched New Zealand Farm Sustainability Fund with Lincoln University to support sustainable dairy farming

projects in NZ focused on reducing GHG emissions on-farm

•Further exploration of on-farm commercial trial utilisingSea Forest’s SeaFeed™product –

a methane inhibitor from asparagopsisseaweed

Committed to making meaningful change in packaging

•Aligned to APCO targets for products sold in all markets and received “Leading” rating

•Commenced long-term sustainable packaging project

Continuing to support the communities in which the Company operates

•ANZ: Partnered with KidsCan to support low-equity early childhood education centresacross New Zealand;

Sponsored Foodbank School Breakfast Program to support indigenous communities; Contributed to CureKids

in NZ, flood relief in AU and Save the Children in Ukraine

•China: Partnered with rural schools and GuangmingDaily to provide nutrition stations to children; Partnered

with Operation Smile to support children suffering from cleft lip palate

•USA: Supported Feed the Children back to school campaign; Provided disaster relief support for families

affected by fires in Boulder

2 0 2 2 A N N U A L R E S U L T S

10

MVM manufacturing site, Southland, New Zealand

2 0 2 2 A N N U A L R E S U L T S
11

Refer to Investor Day materials communicated to the market on 27 October 2021 for further information on medium-term ambition, strategy, risks and opportunities

Medium-term revenue and EBITDA margin ambitionCommentsAreas of planned revenue growth

•$2 billion revenue goal implies a

4-year CAGR of 8.5% from FY22 if

achieved by FY26

•Solid progress in FY22 towards

medium-term ambition with most

growth drivers and associated

initiatives on track to plan

−China label is ahead

−Other nutritionalsand emerging

markets is work in progress

•Positive indicators, including:

−Brand health metrics

−Market share gains

•Outlook for FY23 is for high single

digit revenue growth broadly

consistent with achieving medium-

term ambition over time

On track

Work in progress

Market / category

Growth ambition

(FY21 to ≥FY26)

1

Tracking

China label IMF$0.4

English label IMF$0.3

China and other

nutritionals

$0.2

Emerging markets$0.1

ANZ$0.1

USA$0.1

Non-specific risk$(0.4)

Net growthc.$0.8b

Revenue, NZ$ billions

EBITDA margin

EBITDA margin target in the “teens”

On track to achieve ambition to grow sales to $2 billion and

improve EBITDA margins over time

1

Incremental revenue ambition growth bridge from $1.21 billion in FY21 to c.$2.0 billion in ≥FY26 provided in Investor Day materials in October 2021. Provided for tracking purposes and should not be added to FY22 actual revenue result of $1.45 billion.

c.

Encouraging progress against our non-financial measures of
success and key leading indicators

Safety TRIFR

Engagement

Diversity &

inclusion

China unprompted

brand awareness

Australian fresh

milk loyalty

USA household

penetration

CL MBS share

CL DOL share

EL CBEC share

EL Daigou share

EL O2O share

Australian fresh

milk share

USA premium

milk share

Access to ≥3 CL

registrations

China other dairy /

nutritionals growth

Emerging markets

development

USA sales from

new products

ANZ sales from

new products

GHG emissions

reduction

Environmental

plans on farms

Animal welfare

programmes

Sustainable

packaging

1

PeopleSustainability

2

Brand health

3

Market share

4

Innovation

5

2 0 2 2 A N N U A L R E S U L T S

12

On track

Work in progress

China new GB registration process update
•a2MC and Synlaitare working closely together in relation to the new GB registration process by

China’s State Administration for Market Regulation (SAMR) for a2MC’s China label IMF product,

a2 至初®. China label product manufactured after 21 February 2023 needs to comply with the

new GB standard

•While the Company’s new GB registration process is progressing, timing is uncertain and

subject to SAMR approval. However, it is noted that the Ministry for Primary Industries (MPI)

has co-operation arrangements in place with SAMR which, amongst other things, positions New

Zealand well in relation to China registration processes

•a2MC’s current China label IMF product a2 至初® registration expires in late September 2022.

a2MC and Synlaithave applied for a renewal of this existing registration which the Company

anticipates receiving in September consistent with SAMR’s practice with other brands in

similar situations

•Such renewal would in effect allow Synlaitto manufacture a2MC’s current registered product up

until the end of the grace period on 21 February 2023 when transition to the new GB standard is

required. The current registered product manufactured up until this date is allowed to be sold in

market after that date. This period through to 21 February 2023 is sometimes referred to as an

“extension” of the existing registration

•In all circumstances, a2MC fully respects SAMR’s governance and timing of this important

registration process

2 0 2 2 A N N U A L R E S U L T S

13

On-market share buyback announced reflecting strong balance
sheet and improved confidence in outlook

2 0 2 2 A N N U A L R E S U L T S

14

•The Company regularly reviews its balance sheet position,

consistent with its capital allocation framework, which prioritises

investment opportunities in growth initiatives and maintaining

balance sheet flexibility ahead of capital returns to shareholders

•The balance sheet is in a strong position with a closing net cash

1

balance of $816.5 million in FY22, which provides sufficient

capital reserve to fund investment opportunities and the capacity

for a return of capital to shareholders up to $150 million

•The Board has reviewed alternative options, and determined that

an on-market share buyback is the most appropriate form of

capital management at this time

•Accordingly, the Company announces that it intends to undertake

a capital return of up to $150 million through an on-market

share buyback

•The buyback is expected to commence towards the end of

September and is subject to market conditions, a2MC’s prevailing

share price and all other relevant considerations

2

1

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

2

a2MC reserves the right to vary, suspend without notice or terminate the on-market buyback at any time.

FINANCIAL
OVERVIEW

Income statement reflects higher IMF revenue underpinned by
increased marketing investment and MVM acquisition

•Net sales revenue growth reflects strong IMF performance,

incremental sales from inclusion of MVM and US liquid milk growth.

2H22 was significantly higher than 1H22 following efforts to rebalance

inventory in 1H22, as well as positive results from growth strategy

execution in China, strong China label IMF consumer demand in part

due to COVID-19 related lockdowns, plus pricing benefits and

favourableforeign exchange

•Gross margin of 46.0% (+3.7ppts vs pcp) due to cycling of stock

write-downs in FY21, price increases, reduced trade spend and

favourableforeign exchange; partially offset by higher raw material

and logistics costs and inclusion of MVM

•Distribution costs higher than prior year primarily driven by

increased sales, along with elevated in-market freight rates and

distribution costs, particularly in the US

•Marketing investment significantly higher to support execution of the

Company’s growth strategy in China

•Administration & othercostsreflects further investment in capability

building, an increase in employee incentive costs which were

significantly reduced in FY21 due to business performance, and

higher professional services fees and insurance costs

•NPAT including the MVM non-controlling interest was $114.7 million,

an increase of 42.3% with $122.6 million attributable to owners of the

Company

•EPSwas up 51.8% to 16.5 cents per share

2 0 2 2 A N N U A L R E S U L T S

16

1

All figures quoted in New Zealand Dollars (NZ$) and all comparisons are with the 12 months ended 30 June 2021 (FY21) unless otherwise stated. Numbers may

not add down due to rounding.

2

Gross margin percentage is calculated by dividing gross margin by net sales revenue.

3

Other revenue & income comprises royalty, licence fee and rental income of $2.5 million and net finance income of $4.0 million.

4

Group Revenue comprises Net Sales Revenue and other revenue.

5

Earnings before interest, tax, depreciation and amortisation (EBITDA), Earnings before interest and tax (EBIT).

6

EBITDA is a non-GAAP measure and represents earnings before interest, tax, depreciation and amortisation.

$ million

1

FY22FY21% change

Net Sales Revenue

1,443.71,205.019.8%

Gross Margin

663.5509.730.2%

GM %

2

46.0%42.3%

Other Revenue & Income

3

6.54.931.5%

Distribution

(48.9)(45.2)8.1%

Marketing

(230.0)(168.7)36.3%

Administration & Other

(209.7)(181.5)15.6%

Profit Before Tax

181.4119.352.1%

Income Tax Expense

(66.6)(38.6)72.6%

NPAT

114.780.742.3%

-Attributable to owners of the Company

122.680.752.0%

-Attributable to non-controlling interests

(7.9)-

Group Revenue

4

1,446.21,206.719.8%

EBITDA

5,6

196.2123.459.0%

EBIT

5

177.3116.052.9%

EPS –basic and diluted (cents)

16.510.951.8%

Growth in China and USA segments with shift in ANZ revenue
towards China due to route-to-market change

2 0 2 2 A N N U A L R E S U L T S

17

$ million

ANZ

China &

Other AsiaUSAMVM

2

Corporate

Total

Group

FY22

Revenue

532.7726.582.7104.4-1,446.2

EBITDA

173.2145.1(36.7)(18.8)(66.6)196.2

EBITDA %

32.5%20.0%nmnm-13.6%

FY21

Revenue

559.7583.463.6

-

-1,206.7

EBITDA

148.875.6(33.5)

-

(67.5)123.4

EBITDA %

26.6%13.0%nm

-

-10.2%

%

change

1

Revenue

(4.8%)+24.5%+30.0%--19.8%

EBITDA

+16.4%+92.0%nm-(1.3%)59.0%

1

Total Group revenue growth includes MVM, growth excluding MVM is +11.2% above prior year.

2

MVM excludes intercompany sales.

Growth in IMF and other product categories overall
2 0 2 2 A N N U A L R E S U L T S

18

Revenue

$ million

ANZ

China &

Other AsiaUSAMVM

2

Total

Group

FY22

IMF

328.8693.4--1,022.2

Liquid milk

172.011.182.4-265.4

Other

31.922.10.3104.4158.6

TOTAL

532.7726.582.7104.41,446.2

FY21

IMF

357.0556.8--913.8

Liquid milk

169.08.363.3

-240.5

Other

33.718.40.3

-52.4

TOTAL

559.7583.463.6

-1,206.7

%

Change

1

IMF

(7.9%)+24.5%--+11.9%

Liquid milk

+1.8%+34.4%+30.2%-+10.4%

Other

(5.2%)+19.7%(13.0%)-+202.6%

TOTAL

(4.8%)+24.5%+30.0%-+19.8%

1

Total Group revenue growth includes MVM, growth excluding MVM is +11.2% above prior year.

2

MVM excludes intercompany sales.

6%
12%

16%

24%

43%43%

20%

18%

22%

23%

24%

18%

25%

78%

76%

66%

61%

52%

39%

32%

FY16FY17FY18FY19FY20FY21FY22

China labelCBEC & other labelsANZ reseller

61%

72%

78%

82%82%

76%76%

34%

23%

15%

13%13%

20%20%

5%5%

6%

5%5%

4%4%

FY16FY17FY18FY19FY20FY21FY22

IMFLiquid milkOther

Like-for-like gross margin % reflects consistent product & label mix

2 0 2 2 A N N U A L R E S U L T S

19

Gross margin driversIMF revenue % by channel/labelRevenue % by product category (ex MVM)

•Gross margin of 46.0%, was up 3.7ppts

compared with prior year

•Several factors have contributed to FY22

GM% increase including cycling prior year

stock write-downs, price increases, reduced

trade spend and favourableforeign exchange

•These factors were partially offset by the

inclusion of MVM and higher raw material

and logistic costs which were impacted by

COVID-19

•On a like-for-like basis, GM% was broadly

consistent with prior year excluding the

impact of MVM in FY22 and significant stock

write-downs in FY21

•Product and channel mix (excluding the

impact of MVM) had a minor impact on GM%

in the period

23
17

6

12

7

8

16

19

14

15

16

17

45

74

47

74

70

112

84

110

67

101

93

137

1H202H201H212H211H222H22

USAANZChina

93

92

76

106

100

110

1H202H201H212H211H222H22

Marketing investment increased significantly consistent with

growth strategy

•Marketing investment was up 36.3%

compared with prior year, with a larger

proportion invested in 2H22. Increase reflects

significant step-up in China in line with

refreshed growth strategy and building on

1H22 execution themes –with more

balanced functional and emotional brand

messaging, more precise targeting of

consumers, greater use of health care

professional marketing, increased social

seeding and stronger integration across all

channels and of both labels

•Higher SG&A costs driven by capability

investment in China and corporate functions

to support future growth, short-term and

long-term employee incentive costs which

increased from a low base last year, and

higher professional services fees and

insurance costs

2 0 2 2 A N N U A L R E S U L T S

20

Marketing and SG&A driversAdministrative and other expensesMarketing investment increased

$ million$ million

Balance sheet remains very strong post MVM acquisition
•Closing cash and term deposits balance of $887.3 million driven by strong

operating cash conversion, offsetby $213.7 million of capital invested in the

acquisition of MVM (net of cash acquired)

•Inventoryhigher than FY21, primarily driven by inclusion of MVM stock

•Property, plant & equipment increase primarily driven by $228.9 million

worth of PP&E acquired as part of the MVM acquisition

•Intangible assets includes $94.1 million of goodwill arising from MVM

acquisition

•Other non-current assetsmainly consists of the Company’s investment in

Synlait, valued at $135.3 million

•Trade and other payables mainly relates to timing ofbrand investment in

4Q22 and inventory orders, combined with delayed invoicing and payments

processing in China due to COVID-19 related lockdown impacts

•Other current and non-current liabilities mainly consists of MVM’s bank

borrowing of $57.0 million and loan with China Animal Husbandry Group

(CAHG) of $50.0 million

•Consolidated net cash position of $816.5 million being cash and term deposits

of $887.3 million less MVM financial debt of $70.8 million (excl. $36.2 million of

subordinated non-current shareholder loans provided by non-controlling interest)

2 0 2 2 A N N U A L R E S U L T S

21

$ millionFY22FY21% change

Cash and term deposits

887.3875.21.4%

Trade and other receivables

83.565.327.9%

Inventories

140.0112.224.8%

Other current assets

60.444.336.4%

Total current assets

1,171.21,096.96.8%

Property, plant & equipment

240.517.21,301.6%

Intangible assets

109.315.1622.2%

Other non-current assets

194.7242.8(19.8%)

Total non-current assets

544.6275.198.0%

TOTAL ASSETS

1,715.91,372.025.1%

Trade and other payables

376.1266.341.2%

Other current liabilities

64.18.4663.5%

Total current liabilities

440.2274.760.2%

Total non-current liabilities

81.813.4511.6%

TOTAL LIABILITIES

521.9288.181.2%

NET ASSETS

1,194.01,084.010.1%

Strong operating cash flow reflects working capital timing benefit
2 0 2 2 A N N U A L R E S U L T S

22

$ millionFY22FY21% change

Cash flows from operating activities

Receipts from customers

1,431.31,251.914.3%

Payments to suppliers and employees

(1,207.4)(1,068.0)13.1%

Net interest flows and taxes paid

(20.1)(94.5)(78.8%)

Net operating cash flows

203.889.4127.9%

Cash flows from investing activities

Acquisition of subsidiary

(213.7)-nm

Payment for listed investment

-(39.8)nm

Payment for term deposit

(450.0)-nm

Payment for other assets

(6.2)(24.5)(74.6%)

Net cash flows from investing activities

(670.0)(64.4)940.9%

Net cash flows from financing activities

9.7(1.0)nm

Net (decrease)/increase in cash

(456.5)24.0nm

Cash at the beginning of the period

875.2854.22.5%

Effect of exchange rate changes on cash

18.7(3.0)nm

Closing cash at the end of the period

437.3875.1(50.0%)

Cash comprised of:

Cash and short term deposits

437.3875.2(50.0%)

Term deposits

450.0-nm

Total cash & term deposits

887.3875.21.4%

•Cash flows from operating activities

‒Relatively high operational cash conversion of 114%

1

‒Largely driven by favourablemovement in net working capital

related to 4Q22 increase in brand investment and inventory

orders, combined with delayed invoicing and payments

processing in China

‒Significant decline in taxes paid reflects refunds received and

deductions for the FY21 stock write-off claimed during the year

•Cash flows from investing activities

‒Acquisition of subsidiary reflects consideration for 75% interest in

MVM (net of cash balances acquired)

‒Payment of $450m for Term Deposits

2

•Cash flows from financing activities

‒Includes drawdown of MVM working capital facility

1

Calculated as net cash flow from operating activities before interest and tax divided by EBITDA.

2

These term deposits have an initial maturity of 3+ months requiring separate disclosure from other short-term term deposits.

REGIONAL &
PRODUCT

PERFORMANCE

China IMF market challenging but still significant growth
opportunity for a2MC

•Number of births decreased by 11.5% in 2021 to 10.6 million

1

and is expected to decline in 2022 in line

with a2MC expectations

•Market volume decreased by 4.3%

2

in FY22 as several years of declining newborns had a cumulative

impact on Stages 2 and 3, partially offset by increasing penetration in Stage 4. Market value decreased

by 3.1% in FY22 with price growth of 1.3% driven both by premiumisation and channel mix shift

•Shift towards CL product continued compared to EL product, but to lesser extent. In FY22, CL was 85%

of market (vs 84% in FY21) and EL was 15% (vs 16% in FY21) –shift towards CL in FY21 was more

significant (7 ppts) due to significant COVID-19 related disruption

•Growth rates varied significantly between Key&Aand BCD cities, with Key&Avalue sales decreasing by

7.1% whilst BCD market value was broadly flat in line with the divergence of birth rates across city tiers

•Within CL channels, market dynamics are supporting a2MC’s growth, including shift to ultra-premium

segment (where the a2MC CL competes), more rapid growth of A2 protein segment, increasing brand

concentration towards market leading brands (a2MC CL one of the few international brands continuing to

grow share) and the continued shift to online channels, where international brands have historically

outperformed local brands

•EL channels are showing signs of stabilisation with rate of decline in English label value sales (down 9%)

reducing significantly compared to FY21 (down 33%) and sales growing by 1.6% in BCD cities in 2H22.

Within EL channels there is a mix shift from Daigou to CBEC and O2O channels

•Despite challenging market dynamics, a2MC’s growth in FY22 in China label and English label IMF was

encouraging with significant opportunity to grow share from its current levels of 4-5%

2 0 2 2 A N N U A L R E S U L T S

24

1

Source: China National Bureau of Statistics.

2

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 30 June 2022.

China IMF market dynamics

China label key messages
2 0 2 2 A N N U A L R E S U L T S

25

China label IMF

Strategic priorities

Continue to invest in and

nurture our brand

Achieve full potential in key

accounts

Capture opportunity in lower

tier cities

Accelerate online growth

Broaden our product portfolio

Progress updateBusiness impact

1

2

3

4

5

•Increased investment in brand, further

integrating marketing campaigns with a

focus on new user recruitment

•Expanded key account coverage to

major regional key accounts

•Expanded offline distribution,

particularly in lower tier cities, and

invested further in in-store activation

•Invested in digital marketing and

e-commerce capability

•Leveraged expanded e-commerce

capability to drive growth in UHT

•Achieved new highs in brand health

metrics

•Increased numeric and weighted

distribution, as well as growth in same-

store-sales

•Delivered record market share in MBS,

including within both Key&Aand BCD

cities, and across all stages

•Delivered record market share in DOL

•Delivered double digit growth in UHT

product which has outperformed versus

initial expectations

40
73

147

213

189

44

95

191

177

249

84

168

338

390

438

FY18FY19FY20FY21FY22

1H2H

Strong underlying consumer demand

China label IMF sales growth driven by execution of refreshed

growth strategy

•Net revenue of a2 至初®China label IMF was up 12.2% compared with FY21 to

$437.6 million driven by 2H22 performance as the Company ramped-up execution of

its growth strategy supported by strong China label IMF consumer demand, in part

due to COVID-19 related lockdowns, as well as pricing benefits and favourableforeign

exchange

•Restricted sales to distributors in 1H22 to rebalance channel inventory levels and

improve channel dynamics. As a result of this, sales in 1H22 were down, but were up

significantly during 2H22

•Execution of growth strategy to drive in store distribution and same store sales,

particularly in lower tier cities, plus investment in digital marketing and e-commerce

capability resulted in significant market share gains:

−MBS value share increasing to 3.0%

1

from to 2.2% in prior year

2

−DOL value share of 2.5%

3

compared with 2.0% in prior year

2 0 2 2 A N N U A L R E S U L T S

26

China label net sales revenue

$ million

1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

2

Note that during the period, Nielsen expanded its sample store coverage to enhance channel representativeness, and historicaldata has been restated to reflect this enhancement.

3

Smart Path China IMF online market tracking: domestic online platform sales (by value).

China label IMF

Within China label channels, several dynamics are
supporting growth

2 0 2 2 A N N U A L R E S U L T S

27

Continued mix shift to ultra premium segment

MBS value sales by brand

1

MBS retail value sales by price band

1

1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value) Price tier based on Stage 1 price: Ultra premium >=390RMB/KG; Super premium 290-390RMB/KG; Premium 190-290RMB/KG; Mainstream <=190 RMB/KG.

China label IMF

Rapid growth in A2 protein category

A2 protein category MBS value sales

1

Increasing preference for strong brands –

resulting in brand consolidation

Improvement in LFL store growth
Distribution expanded with improvement in like-for-like sales

2 0 2 2 A N N U A L R E S U L T S

28

Expanding store footprint

INDICATIVE

China label IMF

Resulting impact on distribution

2

FY21FY22

Numeric distribution21%25%

Weighted distribution40%44%

1

a2MC internal data and tracking of stores with active sales in the past 6 months.

2

Nielsen MBS retail measurement service: mother and baby stores only.

a2MC China distribution (store count ‘000)

1

a2MC CL IMF distributor sell-out to stores (units)

1

1.4%
1.7%

2.1%

2.2%

2.5%

3.0%

Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

Growth reflected in MBS share gains in both Key&A and BCD cities

2 0 2 2 A N N U A L R E S U L T S

29

National MBS value shareBCD MBS value shareKey&AMBS value share

a2MC Key&A 12-month MBS value share (%)a2MC BCD 12-month MBS value share (%)a2MC MBS MAT value share (%)

Note: Nielsen expanded overall sample store coverage by 21% to enhance representativeness in their China Baby Panel Enhancements inJanuary 2022. Historical data has been updated accordingly.

Source: Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

IMF market

•Declined by 11% on a 12-month basis in FY22

vs FY21

IMF market

•Was broadly flaton a 12-month basis in FY22 vs

FY21

China label IMF

DOL share growth in priority platforms Tmall and JD
2 0 2 2 A N N U A L R E S U L T S

30

a2MC DOL sales growthTmall and JD value shareDOL value share

a2MC DOL MAT value share (%)

2

a2MC Tmall and JD MAT value share (%)

2

a2MC CL online IMF sales from distributors to

platforms (tins)

1

1.3%

1.6%

1.9%

2.0%2.0%

2.1%

2.5%

Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

1

a2MC internal data FY21 vs FY22.

2

Smart Path China IMF online market tracking: domestic online platform sales (by value).

China label IMF

Share gains achieved across all stages in MBS and DOL
2 0 2 2 A N N U A L R E S U L T S

31

DOL share by stageMBS share by stage

MAT value share by stage

2

MAT value share by stage

3

a2MC CL distributor sell out by stage (units)

1

1

a2MC internal data FY21 vs FY22

2

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value) across stages. FY21vs FY22

3

Smart Path China IMF online market tracking: domestic online platform sales (by value) FY21 vs FY22

China label IMF

Positive growth in early stage products

(MBS+DOL)

Targeted brand investment driving consumer engagement
and share

•Launched integrated marketing campaign in 4Q22, with investments across the

funnel to drive awareness, engagement and ultimately, purchase

•Campaign increased reach across 108 cities, with out-of-home investments

covering 47 cities and digital activation generating 10 million clicks

•Digital content engaged consumers, generating brand buzz, word-of-mouth and

increased brand rankings in social channels (REDCES and RED searcha2 ranked

No.1among IMF brands in June; Babytreeand Mama.net total buzz volume and

search interest both ranked No.1in June)

1

•Campaign also extended into sales channel activation, including 22,000+ point of

sale materials, 200+ roadshows, 8,000+ mama classes and multi-screen

exposure in O2O channels and e-commerce channels such as Tmall, JD and VIP

•Roadshows:932 high impact events run in FY22 designed to build awareness and

engagement

•Mama Classes: 57.8K events run in FY22 to provide an opportunity for deeper

brand education

•Brand Ambassadors: 4.9K in-store consultants as at the end of FY22 to provide

mothers with advice, sales and support

•In-store experiences: 128 flagship stores rolled out

2 0 2 2 A N N U A L R E S U L T S

32

New integrated marketing campaign approach in FY22Below the line activation stepped up in FY22

OTV

Feeds

OOH

Open page

China label IMF

1

RED, Babytree, and Mama.net monthly platform tracking

New marketing campaigns are enhancing effectiveness and
delivering improved brand metrics

•Continuously optimising media mix through

precise targeting significantly uplifted un-aided

awareness and increased trial

•Clear functional benefits are appealing to

consumers, which helped drive key brand

attributes

•Investment in social seeding through key

platforms has strong brand alignment and

is building improved reputation and brand

perceptions

•Omni-channel integration helped drive

overall marketing campaign effectiveness

and efficiency

China label IMF

2 0 2 2 A N N U A L R E S U L T S

33

Partnered with Operation Smile in China to provide corrective
surgeries and nutrition products

2 0 2 2 A N N U A L R E S U L T S

34

•Approximately 25,000 babies born in China each

year suffer from cleft lip palate

•Through our partnership with Operation Smile we

were able to provide 300 children with corrective

surgery expenses and nutrition for before and after

surgery

•This was an excellent collaboration between a2MC

China medical and consumer marketing teams

having a positive impact on the community and

brand reputation

•Team participation enriched communities while also

creating content generating awareness and buzz

•Support recognised by ADMEN with gold award

China label IMF

Brand awareness reached new highs post 4Q22 campaign
2 0 2 2 A N N U A L R E S U L T S

35

11

3

444

55

6

9

Jan-19

Apr-19Oct-19Apr-20

Sep-20Dec-20

May-21

Oct-21

Jan-22

Jul-22

5

6

10

14

13

12

15

13

16

21

Jan-19

Apr-19Oct-19Apr-20

Sep-20

Dec-20

May-21

Oct-21

Jan-22

Jul-22

2525

33

43

45

47

49

47

5454

Jan-19

Apr-19Oct-19Apr-20

Sep-20Dec-20

May-21

Oct-21

Jan-22

Jul-22

Source: IPSOS China brand health quarterly tracker (n= 9750 respondents).

China label IMF

a2MC spontaneous awareness %a2MC top of mind awareness %

a2MC total brand awareness %

Brand trial and loyalty also increased
2 0 2 2 A N N U A L R E S U L T S

36

6

5

10

1313

14

15

14

15

17

Jan-19

Apr-19Oct-19Apr-20

Sep-20Dec-20

May-21

Oct-21

Jan-22

Jul-22

4

5

7

1010

111111

12

13

Jan-19

Apr-19Oct-19Apr-20

Sep-20Dec-20

May-21

Oct-21

Jan-22

Jul-22

Source: IPSOS China brand health quarterly tracker (n= 9750 respondents).

China label IMF

8

7

12

16

1717

18

17

19

20

Jan-19

Apr-19

Oct-19

Apr-20

Sep-20Dec-20

May-21

Oct-21

Jan-22

Jul-22

8

7

12

16

1717

18

17

19

20

Jan-19

Apr-19

Oct-19

Apr-20

Sep-20Dec-20

May-21

Oct-21

Jan-22

Jul-22

a2MC past 3 months trialed %a2MC ever trialed %

a2MC brand used most often %

English label IMF key messages
2 0 2 2 A N N U A L R E S U L T S

37

Strategic priorities

Maintain tight control of English

label inventory across channels

Remain the preferred brand for

the English label reseller

network

Accelerate online growth with

omni-channel mindset

Focus on developing O2O

channel

Broaden our IMF portfolio

Progress updateBusiness impact

1

2

3

4

5

•Rebalanced channel inventory and

simplified route-to-market, and

implementedmore transparent,

performance-based and exclusive

distribution partnerships

•Increased brand support to resellers,

and direct engagement with Daigou

•Invested in digital marketing and

e-commerce capability

•Clarified route-to-market for O2O,

allowing increased focus leveraging

China and ANZ teams

•Completed preparations for 1H23

refresh of a2 Platinum®

•Inventory reached targeted levels,

pricing increased and unauthorised

cross-channel sales from ANZ resellers

to CBEC participants reduced

•Delivered material improvements in

brand engagement and share of voice

•Growth experienced in the O2O

channel with a focus on increasing

store numbers and driving new user

recruitment

•Delivered innovation in core markets

and segments with refreshed English

label IMF product range and packaging

English label IMF

221
322

352

210

180

261

331

393

147

149

482

653

745

357

329

FY18FY19FY20FY21FY22

1H2H

80

100

160

104

102

78

143

181

63

153

158

243

341

167

256

FY18FY19FY20FY21FY22

1H2H

English label sales have stabilisedwith channel mix shift in FY22

Underlying sales and market share impacted by shift in

route-to market

•Net sales revenue of a2 Platinum®English label IMF was up 11.6% vs FY21 to

$584.6 million:

−ANZ IMF revenue decreased 7.9% to $328.8 million, a direct consequence of

restructuring our English label IMF route-to-market and reflected a mix shift in sales

from existing reseller partners to CBEC distribution partners. This was partially

offset by pricing adjustments to address pricing relativities and less promotional

activity on CBEC in the interests of maintaining a healthy ecosystem.

−CBEC IMF revenue increased by 53.3% to $255.8 million reflecting the channel mix

shift, improved channel economics and demand during the period, price increases,

favourableforeign exchange and reduced price discounting during the “6/18” and

“11/11” online sales periods in China.

•Market share trajectory improving:

−CBEC market share was down compared to FY21 but increased in 2H22

−Daigou market share declined versus FY21 but the trajectory improved in 2H22

following a change in distribution partners and increased support for the channel

−O2O market share improved over the period, reflecting strategic focus on growing

channel presence

2 0 2 2 A N N U A L R E S U L T S

38

ANZ English label IMF net sales revenue

$ million

CBEC English label IMF net sales revenue

$ million

English label IMF

English label channels showing signs of stabilisationin 2H22
2 0 2 2 A N N U A L R E S U L T S

39

BCD cities leading the stabilization of ELChannel mix shift from Daigou to CBEC and O2O

MAT value sales by channelEnglish label retail value sales by price bandEL value sales growthby city tier

Source: Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities).

English label IMF

Emergence of ultra-premium segment

provides opportunity for growth

English label market share increased in CBEC (2H22)
and O2O with Daigou trajectory improving

2 0 2 2 A N N U A L R E S U L T S

40

CBEC market value share

1

Daigoumarket value share

2

Note: Kantar had an universe update in June 2022 to better reflect baby population structure change and updated historical data accordingly.

1

Smart Path China IMF online market tracking: for CBEC only retail sales (by value).

2

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities).

3

Note that all these numbers are six month rather than MAT.

19.0%

20.6%

21.7%

22.2%

21.1%

19.5%19.5%

Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

24.2%

24.8%

22.2%

19.9%

18.7%

Jun-20Dec-20Jun-21Dec-21Jun-22

Daigou share

trajectory improved:

down 0.9% in 2H22

vs down > 2% in

1H22 and 2H21

3

O2O market value share

2

17.4%

19.1%

17.5%

17.0%

18.6%

Jun-20Dec-20Jun-21Dec-21Jun-22

O2O share

increased from

17.8% in 1H22

to 19.5% in

2H22

3

English label IMF

CBEC share

increased from

18.5% in 1H22

to 20.7% in

2H22

3

Inventory freshness is amongst the best in the industry, with
pricing returning to normal levels

2 0 2 2 A N N U A L R E S U L T S

41

Age profile of distributor inventory holdings (Jun-22)EL Stage 3 market pricing (RMB/tin)

1

1

Source: a2MC internal data, including data collected from distributors and from publicly available EC platforms. CBEC average price calculated excluding Pinduoduo.

English label IMF

CBECReseller Network

41%

100%100%

48%

100%100%

31%

52%

28%

End-AugEnd-DecEnd-JuneEnd-AugEnd-DecEnd-June

Expiry >18 monthsExpiry 16-18 monthsExpiry 12-15 months

212122212122

Upward momentum in English label brand awareness following
two marketing campaigns in FY22

2 0 2 2 A N N U A L R E S U L T S

42

18%

16%

21%

32%

27%

25%

29%

24%

27%

29%

Jan-19Apr-19Oct-19Apr-20Sep-20Dec-20May-21Oct-21Jan-22Jul-22

Total a2MC EL prompted brand awareness (%)

Source: IPSOS China brand health quarterly tracker (n= 9750 respondents).

English label IMF

Expanded support to Daigou network through events and outreach
2 0 2 2 A N N U A L R E S U L T S

43

a2 Brand Month –Feel the DifferenceInternational Student Sports Day with Zhou Qi (China Basketball Player)

English label IMF

Continuing to build CBEC capability with promising 6/18 results
2 0 2 2 A N N U A L R E S U L T S

44

6/18 Activation overview –English label6/18 Performance –English label

Co-ordinated

Out-site and In-

site activation to

drive traffic

CBEC in-store

live-streaming

(ranked #1 in JD

and #2 in Tmall)

1,000 Hours of

Livestreams;

20 Livestreams

with top KOLs

1.2m

English label IMF tins sold through 6/18 sales

period (+21% vs 6/18 2021)

+57%

Growth in a2 Tmall Flagship store volumes vs

6/18 2021

#1

SKU in both JD and Tmall Global EL Top Seller

List (JD: S3 single tin, Tmall Global: S3 6-tins)

#1

JD Import ‘Growing Up’ Milk (>6 years) through

Smart Nutrition SKU

#2

Brand Ranking across JD, Tmall(TDI), Tmall

EL IMF Flagship stores

English label IMF

6/18 performance was achieved while maintaining tight control of inventory to ensure channel price stability

First English label IMF brand to offer product delivery during
Shanghai lockdown

2 0 2 2 A N N U A L R E S U L T S

45

Partnered with Tmall Global to be first EL IMF availableImmediate positive feedback from Shanghai parents

New service communicated via

a2 Socials (Weibo, WeChat),

BabyTreeand Elevator Media

For 20-Apr to 23-May, Shanghai sales volume for a2MC platforms: TmallFlagship store +390% YoY

1

English label IMF

1

TmallFlagship store offtake

ANZ liquid milk key messages
2 0 2 2 A N N U A L R E S U L T S

46

Strategic priorities

Maintain brand leadership

Increase household penetration

Drive product innovation

Invest in sustainability

Expand capacity in our

supply chain

Progress updateBusiness impact

1

2

3

4

5

•Continued investment in major

broadcast media partnerships, with

further optimised brand integration

•Focused on expanding channel

distribution outside of supermarkets

into convenience

•Launched a2 Milk® UHT and Cream on

Top in FY22, with a2 Milk® Lactose

Free launching in 1Q23

•Committed to introducing recycled

content into bottle manufacturing

•Continued to invest in Smeaton Grange

capacity, planning for Kyabram upgrade

•Achieved top three branded SKUs in

the category in grocery with

improvement in key brand metrics

•Increased market value share to 12.4%

from 12.2% in FY21

•Launched in Coles Express and

increasing store distribution in 7/11

•Achieved national distribution of

a2 Milk® UHTand strong early retailer

demand for a2 Milk® Lactose Free

•Completed works at Smeaton Grange

in 1Q23, increasing capacity at the site

by approximately 30%

ANZ liquid milk

ANZ liquid milk sales marginally increase with strong brand
leadership and share growth

Performance

•Australia liquid milk net sales revenue increased by 1.8% to

$172.0 million

•Growth reflects volume growth and price increases in response to

higher raw milk prices and other input and logistics costs, favourable

foreign exchange, partially offset by easing COVID-19 restrictions in

2H22 which negatively impacted in-home consumption levels

•Australian market share of 12.4%

1

remained flat vs Dec-21 as

COVID-19 restrictions began easing in the second half which

reduced in-home consumption

•Launch of a2 Milk® Cream on Top and a2 Milk® UHTproducts

Investment in brand and strong presence

•Brand health metrics improved with awareness and trial increasing

•Brand leadership maintained with increased loyalty and household

penetration

•Three a2 Milk®products achieved ranking in the top ten products in

the dairy category in grocery

2 0 2 2 A N N U A L R E S U L T S

47

Liquid milk net sales revenue (Australia)

Australian milk market value share

1

11.2%

11.3%11.3%

11.7%

12.2%

12.4%12.4%

Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

1

IRI Australian Grocery Weighted Scan 12 months ending.

67

75

87 87

67

78

82

85

134

153

169

172

FY19FY20FY21FY22

1H2H

ANZ liquid milk

$ million

Further innovation in Australia with our first ever
Lactose Free product

2 0 2 2 A N N U A L R E S U L T S

48

•a2 Milk® Lactose Free launched in Australia in August 2022

•Extensive consumer and market research undertaken indicating strong

interest in an a2MC lactose free product

•In terms of Dairy intolerance, consumers can be either A1 protein intolerant

and/or lactose intolerant

•The a2 Milk® Lactose Free product is distinctive in the market

•Only Lactose Free product that is also A1 protein free

•Made from fresh milk unlike some other products in the category

•Tastes better!

•The Australian Lactose Free segment accounts for 46 million litres with

$130 million in retail value with volume +6.9% and +8.7% in value in the

latest MAT

1

•It is also hoped that a2 Milk® Lactose Free will attract those consumers

that may have left the category back to enjoying the taste and difference

of a2 Milk®

1

Source: IRI Australia 12 months to 17/08/22 for grocery, excludes other channels.

ANZ liquid milk

USA liquid milk key messages
2 0 2 2 A N N U A L R E S U L T S

49

Strategic priorities

Educate consumers on the a2

Milk® difference

Increase conversion and

household penetration

Continue to drive in-store

velocities

Extend brand into new

categories

Explore participation in

manufacturing

Progress updateBusiness impact

1

2

3

4

5

•Launched new marketing campaign to

drive increased awareness and new

consumers to brand

•Continued with key public relations

activities to drive consumer

engagement and trial

•Launched a2 Milk® Half and Half and

HERSHEY’S a2 Milk®, with more

innovation to come in FY23

•Developing nutritional powdered

product for trial

•Potential manufacturing participation

deprioritised at this stage

•Achieved growth in market value share

in the premium milk category for the

Grocery channel

•Delivered improvements in brand

awareness and household penetration

increased from 2.1% to 2.3%

•Grew average velocities within key

accounts over FY22

•a2 Milk® Half and Half and

HERSHEY’S a2 Milk® have both been

accepted in over 6K stores with

velocities exceeding expectations

USA liquid milk

28.0
38.1

34.2

29.4

32.4

50.2

(30.0)

(20.5)

(11.6)

(21.9)

(16.4)

(20.3)

1H202H201H212H211H222H22

RevenueEBITDA

Strong revenue growth with significant cost headwinds

Performance

•Revenue increased by 30.0% to $82.7 million with strong 2H22 result

•Higher revenue was driven by growth in core liquid milk (primarily in Grocery

& Mass channels partially offset by reduced Club channel distribution), the

introduction of new products, reduced trade spend and favourableforeign

exchange

•EBITDA loss of $36.7 million, was higher than prior year mainly due to a

significant increase in freight costs throughout the year, coupled with fuel

surcharges from higher diesel prices and higher raw milk costs in 2H22, and

unfavourableforeign exchange. Marketing and SG&A costs were relatively

flat in combination

Innovation and brand

•Two new products launched during the period –HERSHEY’S a2 Milk®and

a2 Milk® Half and Half, both achieved higher than expected listings in trade

•a2MC’s market value share in the premium milk category for the Grocery

channel increased from 1.8% in June 2021 to 2.1%

1

in June 2022

Path to profitability

•Accelerating the path to profitability in the USA by FY25/FY26 remains a key

strategic focus –steps taken to improve future profitability include price

increases, reduced trade spend, marketing effectiveness and merchandising

cost reduction

2 0 2 2 A N N U A L R E S U L T S

50

Revenue and EBITDA

Distribution over time (store count)

5.4

8.2

12.4

21.0

22.0

24.0

25.9

26.8

27.0

27.4

Dec-17Jun-18Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22

$ million

USA liquid milk

1

SPINS data for the Grocery channel only for the 52 weeks ending 30 June 2022 and 30 June 2021.

MVM acquisition completed and now focused on insourcing
a2MC volumes and future innovation

Performance

•Net sales revenue of $104.4 million and an EBITDA loss of $18.8 million

recorded for the 11 months of a2MC ownership (75%)

•The EBITDA loss reflects the current production mix with MVM primarily

selling lower value milk powders on the commodity market. The result

was slightly better than expected due to favourable foreign exchange and

Global Dairy Trade pricing partly offset by higher raw milk costs during

the period

Actions being taken to improve MVM utilisation and profitability

•Commenced manufacturing a2 Milk® Full cream milk powder at MVM

during 1H22, which was previously manufactured by Synlait

•Working on in-sourcing a2 Milk® Skim milk powder and certain existing

English label IMF product from Synlait

•Developing future product innovation at MVM and exploring additional

third-party customer opportunities

•Commenced planning for the installation of a laboratory, plus blending

and canning capability at the site

2 0 2 2 A N N U A L R E S U L T S

51

Revenue and EBITDA

1

38.6

65.8

(10.0)

(8.8)

1H222H22

RevenueEBITDA

1

1H22 for MVM represents 5 months from August 2021 -December 2021.

$ million

Mataura Valley Milk

QUESTIONS

Summary of key messages
2 0 2 2 A N N U A L R E S U L T S

53

1.Inventory management actions effective

−Significant steps taken last calendar year to address excess IMF inventory have proven effective with channel inventory at target levels,

product freshness amongst the best in the industry and improved market pricing

2.Strong early execution of refreshed growth strategy

−Execution of the growth strategy communicated to the market at the Company’s Investor Day in October last year, which is focusedon

capturing the full potential of the China market opportunity, is having an impact achieving new highs in brand health metricsand record

market shares

3.Full year result in line with the Company’s expectations

−Delivered double digit revenue and earnings growth in FY22 despite challenging market conditions, driven by refreshed growth strategy

and improved execution

4.Outlook for the business is positive

−Continued revenue and earnings growth is expected in FY23, and the Company is on track to

deliver on its medium-term financial and non-financial ambition communicated to the market

in October 2021

5.On-market share buyback announced

−As a result of the above, and after considering its strong balance sheet position,

the Company intends to execute an on-market share buyback of up to $150 million

APPENDIX

Reconciliation of non-GAAP measures
2 0 2 2 A N N U A L R E S U L T S

55

1

EBITDA and EBIT are non-GAAP measures. However, the Company believes they assist in providing investors with a comprehensive understanding of the underlying performance of the business.

$ millionFY22FY21

Australia & New Zealand segment EBITDA

173.2

148.8

China & Other Asia segment EBITDA

145.1

75.6

USA segment EBITDA

(36.7)

(33.5)

MVM segment EBITDA

(18.8)-

Corporate EBITDA

(66.6)(67.5)

EBITDA

1

196.2

123.4

Depreciation / amortisation

(18.9)

(7.5)

EBIT

1

177.3

116.0

Net interest income

4.1

3.3

Income tax expense

(66.6)

(38.6)

Netprofit for the period

114.7

80.7

Standard a2MC glossary of terms
2 0 2 2 A N N U A L R E S U L T S

56

AcronymMeaning

a2MCThe a2 Milk Company Limited

ANZAustralia and New Zealand

APCOAustralian Packaging Covenant Organisation

ASPAverage selling price

ATLAbove the line marketing

AUDAustralian Dollar

B2CBusiness to consumer

BCDLower tier cities in China

BHTBrand Health Tracker

BTLBelow the line marketing

BUBusiness unit

C2CConsumer to consumer

CAHGChina Animal Husbandry Group Co., Ltd.

CBECCross-border e-commerce

CLChina label

CNADCChina National Agriculture Development Group Corp.

COGSCost of goods sold

CRMCustomer relationship management

CSFAChina State Farm Holdings Shanghai Co., Ltd.

DCDistribution centre

DOLDomestic online channel

DTDistributor

EBITEarnings before interest and tax

EBITDAEarnings before interest, taxes, depreciation and

amortisation

EECAEnergy Efficiency and Conservation Authority

ELEnglish label

EPSEarnings per share

AcronymMeaning

ESLExtended shelf life

FXForeign exchange

FYFinancial year

GAAPGenerally accepted accounting principles

GB“Guo Biao”, national standards of China

GHGGreenhouse gas

GMGross margin

HKHong Kong

IMFInfant milk formula

ITInformation Technology

KAKey accounts

Key&AUpper tier cities in China

KGKilogram

KOLKey opinion leader

LFLLike-for-like

LKALocal key accounts

MATMoving annual total

MBSMother & baby stores

MNCMultinational corporation

MTModern trade

MVMMataura Valley Milk Limited

NDNumeric distribution

NKANational key accounts

NPATNet profit after tax

NPDNew product development

NPSNet Promoter Score

NZD/NZ$New Zealand Dollar

NZXNew Zealand’s Exchange

AcronymMeaning

OOHOut of home

OTTOver the top

O2OOffline to online

PCPPrior corresponding period

POSMPoint of sales marketing

P&PPick and pack

RKARegional key accounts

RMBOfficial currency of China

ROIReturn on investment

RRPRecommended retail price

RTMRoute-to-market

S1Stage 1 infant milk formula

S2Stage 2 infant milk formula

S3Stage 3 infant milk formula

S4Stage 4 infant milk formula

SAMRState Administration for Market Regulation

SGSmeaton Grange

SG&ASelling, general and administrative expenses

SKUStock keeping unit

SPSuper premium

TPTaobao Partner

TRIFRTotal recordable injury frequency rate

UHTUltra-high-temperature treated milk

UPUltra premium

USDUnited States Dollar

WDWeighted distribution

YoYYear-on-year

www.thea2milkcompany.com

---

1
THE

a2 MILK COMPANY CORPORATE GOVERNANCE STATEMENT 2022

2022

CORPORATE

GOVERNANCE

STATEMENT

We pioneer the future of Dairy for good

2
CORPORATE GOVERNANCE STATEMENT

The a2 Milk Company Limited (Company) is committed to

maintaining the highest standards of corporate governance.

The Company’s corporate governance framework has been

established to ensure that directors, officers and employees fulfil

their functions responsibly, whilst protecting and enhancing the

interests of shareholders.

Good corporate governance adds to the performance of

the Company, creates shareholder value and engenders the

confidence of the investment market.

This Corporate Governance Statement sets out the principal

features of the Company’s corporate governance framework and

governance practices which have been developed with regard to:

—the NZX Corporate Governance Code; and

—the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations, 4th Edition

(ASX Principles).

For the financial year ended 30 June 2022 (FY22) the

Company’s corporate governance framework complied with the

recommendations in the NZX Corporate Governance Code and

the ASX Principles, except where noted below.

This Corporate Governance Statement sets out the Company’s

commitment to best practice corporate governance in

compliance with the NZX Corporate Governance Code and the

ASX Principles. It is current as at 30 June 2022 (except where

otherwise specified) and has been approved by the Board.

ROLE OF THE BOARD AND DELEGATION

OF AUTHORITY

The Board is responsible for the overall governance and

operations of the Company, guiding the Company’s strategic

direction, monitoring risk, and overseeing the activities of

management. All issues of substance affecting the Company

are considered by the Board, with advice from external advisers

as required.

The role and responsibilities of the Board are set out in

the Board Charter, available on the Company’s website at

www.thea2milkcompany.com/corporate-governance. These

include matters relating to the Company’s strategic direction,

financial performance, executive management, audit and risk

management, business planning, corporate governance and

disclosure, performance evaluation, workplace health and safety,

ethical conduct, and determining the Company’s sustainability

strategy, including to respond to the Company’s environmental

and social sustainability risks and opportunities.

The Board delegates certain functions to its three Committees

(Audit and Risk Management Committee, People and

Remuneration Committee, and Nomination Committee).

The role of each of these Committees is outlined in the ‘Board

Committees’ section, below.

Board procedures ensure that all directors have the information

needed to contribute to informed discussion on all agenda items

and effectively carry out their duties. Senior executives make

direct presentations to the Board on a regular basis to give the

directors a broader contact with the leadership team.

Detail of members of the Board, and director profiles including

their skills, experience and expertise relevant to their position, and

the period they have held office as a director, can be found in the

‘Directors’ section of the Company’s FY22 Annual Report.

ROLE OF CHAIR

The Chair’s role is set out in the Board Charter and includes

leading and managing the Board so that it operates effectively,

and facilitating interaction between the Board and the CEO.

ROLE OF CHIEF EXECUTIVE OFFICER

To enable the effective day-to-day management and leadership

of the Company, the Board delegates the management

responsibilities of the Company to the CEO. The CEO in turn

sub-delegates parts of that authority to senior executives in

the leadership team to enable effective and timely decision

making. The Board meets regularly with management to provide

strategic guidance for the Company and effective oversight

of management.

CORPORATE GOVERNANCE

GOVERNANCE

3
THE

a2 MILK COMPANY CORPORATE GOVERNANCE STATEMENT 2022

ROLE OF COMPANY SECRETARY

The Company Secretary is accountable directly to the Board,

through the Chair, on all matters to do with the proper

functioning of the Board. Each director can communicate directly

with the Company Secretary and vice versa. The role of the

Company Secretary is outlined in the Board Charter.

BOARD SIZE, SKILLS AND STRUCTURE

During the reporting period, the Board comprised between four

and five independent non-executive directors (with Sandra Yu

replacing Bessie Lee following her retirement on 28 February 2022

and David Hearn considered to be independent from 21 February

2022) and one executive director, the Managing Director and

CEO, David Bortolussi. The Company’s constitution provides for a

minimum of four directors and a maximum of eight, of which at

least two must be ordinarily resident in New Zealand to comply

with the NZX Listing Rules.

The Board comprises directors with a diverse range of skills,

experience and backgrounds to support the effective governance

and robust decision-making of the Group. A summary of the key

skills and experience of the current directors against those

identified in the skills matrix can be found on page 54 of the

Company’s FY22 Annual Report.

The Board is continuing its programme of continuous renewal and

is focused on increasing its levels of China market, IMF category

and manufacturing experience. Enhancing these areas to bolster

the Board’s capability underpinned the two latest appointments.

In March 2022, Sandra Yu was appointed to the Board. Sandra is

a highly regarded company director and has extensive experience

in the IMF market in China as a former head of Mead Johnson

Nutrition’s Greater China business. The Company also announced

today the appointment of David Wang to the Board as a non-

executive director. David’s appointment adds further China market

and manufacturing expertise which will be an invaluable asset

with the recent acquisition of MVM and the Company’s strategy

to develop its supply chain capability.

Having regard to this, the Nomination Committee has

considered and is satisfied that the current composition of

the Board reflects an appropriate range of skills, diversity of

backgrounds and experience for the Company to effectively

discharge its responsibilities but continues to review and consider

Board composition.

ASX PRINCIPLES

Recommendation 2.5 of the ASX Principles states that the Chair

of the Board should be an independent director and, in particular,

should not be the same person as the CEO. Recommendation 2.9

of the NZX Corporate Governance Code recommends that where

the Chair of the Board is not independent, the Chair and CEO

should be different people.    

The roles of Chair and CEO are not exercised by the same

individual. David Bortolussi holds the position of Managing

Director and CEO, exercising full executive control and

accountability in the organisation. 

The Board has determined that, as of 21 February 2022,

David Hearn is an independent director of the Company in

accordance with the ASX Principles, the NZX Listing Rules and the

NZX Corporate Governance Code. 

Prior to that, the Board did not consider the Company’s Chair,

David Hearn, to be an independent director for the purposes of

the ASX Principles. This was because of David’s previous limited

executive role with the Company in relation to the Company’s

previous business in Europe and the UK. That executive role

ceased in December 2018. David also held executive options in

prior years, which have all been exercised, with the last tranche

exercised in FY20.  

Even prior to the Board’s determination in February 2022, the

Board considered there was an appropriate level of independent

view and judgement exercised by directors, including by Julia

Hoare as Deputy Chair, who was the lead independent director. 

DIRECTOR INDEPENDENCE

The Board Charter provides that the Board will, where practicable,

comprise a majority of independent directors.

Director independence is initially assessed upon each director’s

appointment and reviewed each year, or as required when a

new personal interest or conflict of interest is disclosed. For this

purpose, each director is required to bring an independent view

and judgement to the Board and to declare all actual or potential

conflicts of interest on an ongoing basis.

Any issue concerning a director’s ability to properly act as a

director must be discussed at a Board meeting as soon as

practicable, and a director may not participate in discussions or

resolutions pertaining to any matter in which the director has a

material personal interest.

In determining the independence of its directors, the Board

considers guidance for independence, set out in the NZX Listing

Rules, the NZX Corporate Governance Code and the ASX

Principles. Based on those rules and recommendations, a director

is considered to be independent by the Board if he or she is a non-

executive director and free of any interest, position, association or

relationship that could reasonably influence, or could reasonably

be perceived to influence, in a material respect his, her or their

capacity to bring an independent view to decisions in relation to

the Company, or act in the best interests of the Company as a

whole rather than in the interests of an individual security holder

or other party.

Based on these measures, and the considerations discussed on

this page, the Board considers there is an appropriate level of

independent view and judgement exercised by all directors and

that David Hearn, Julia Hoare, Pip Greenwood, Warwick Every-

Burns and Sandra Yu are independent directors as at 30 June

2022, and that up to her resignation on 28 February 2022,

Bessie Lee was also an independent director. 

4
BOARD COMMITTEES

The Board has three standing committees (the Committees) to facilitate and assist the Board in fulfilling its responsibilities. Other

committees may be established from time to time with specific responsibilities as delegated by the Board. The composition of the

Committees as at, and throughout the financial year ended, 30 June 2022 was as follows:

CommitteeMembersIndependentNon-executive

Audit and Risk Management Committee

Julia Hoare (Chair)

Warwick Every-Burns

Sandra Yu (appointed 1 March 2022)

Bessie Lee (retired 28 February 2022)









People and Remuneration CommitteeWarwick Every-Burns (Chair)

Pip Greenwood

Sandra Yu (appointed 1 March 2022)

Bessie Lee (retired 28 February 2022)









Nomination CommitteePip Greenwood (Chair)

Julia Hoare

David Hearn

1







1

David Hearn: independent director from 21 February 2022.

The Committees are governed by Charters, which detail their

specific functions and responsibilities. The Charter for each

Committee is reviewed by the Board annually. Copies of the

Committee Charters are available on the Company’s website at

www.thea2milkcompany.com/corporate-governance.

The Committees make recommendations to the Board. They have

no decision-making power except where expressly authorised by

the Board. The relevant qualifications and experience of individual

Committee members are set out in the ‘Directors’ section, pages

56 and 57 of the Company’s FY22 Annual Report.

The Board Charter requires the Board to review and evaluate

the performance objectives, responsibilities, and processes and

procedures of each Committee on an annual basis in accordance

with such performance measures as may be adopted from time to

time. The Charter of each Committee also requires the Committee

to review and assess its performance, objectives, responsibilities,

and processes and procedures each year to ensure that they are

not unduly complex, are designed to assist the Board in effectively

fulfilling its role and are delivering to a high standard.

Attendance at Board and Committee meetings

Details of director attendance at Board and Committee meetings

during the year ended 30 June 2022 are provided on page 55 of

the Company’s FY22 Annual Report.

AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee’s responsibilities are

set out in its Charter, including to:

—ensure the Company meets its financial reporting

requirements, including the preparation and release of yearly

and half-yearly financial statements;

—review the scope and outcome of the external audit;

—review the effectiveness of the Company’s internal controls

regarding all matters affecting the Company’s financial

performance and financial reporting, including information

technology security and control;

—keep the Board informed on accounting policies, practices and

disclosures;

—r

eview, with management, the adequacy of the Company’s

systems for identifying, managing and monitoring the

Company’s key risks in accordance with the Company’s

Risk Management Policy;

—keep the Board informed of all significant business risks by

reviewing whether the Group has any material exposures to

strategic, environmental and social sustainability risks, and if

so, to develop strategies to manage such risks;

—review any incident which indicates a breakdown in the

Company’s risk management framework; and

—review the Company’s register of related party contracts.

The Committee may have in attendance such members of

management (including the CEO and the CFO) or such other

persons (including the Company’s external auditors) as it considers

necessary to provide appropriate information and explanations.

The Committee meets a minimum of four times each year.

A working group of senior managers reviews and reports to the

Committee on the integrity of all information reported in the

Annual Report.

The Audit and Risk Management Committee regularly reports

to the Board about the Committee’s activities, issues and related

recommendations.

CORPORATE GOVERNANCE

5
THE

a2 MILK COMPANY CORPORATE GOVERNANCE STATEMENT 2022

PEOPLE AND REMUNERATION COMMITTEE

The People and Remuneration Committee meets as required

to advise the Board on the matters outlined in its Charter,

including to:

—oversee the design and implementation of appropriate people

and remuneration policies and practices for the Company, to

ensure the Company can deliver on its business objectives,

remuneration is fair and current, and the Company is

compliant with relevant laws, regulations and applicable


listing rules;

—periodically review the Company’s Diversity Policy and annually

review and report to the Board on the Company’s progress

in meeting its current measurable objectives with respect to

diversity, and the effectiveness of those objectives, including

providing the Board with recommendations as to any updates

that should be made to the measurable objectives for ensuing

reporting periods;

—review the remuneration of the CEO and other senior

executives as the Board may determine; and

—make recommendations to the Board in relation to the

remuneration of the non-executive directors.

The Charter stipulates that the Committee will make

recommendations to the Board, but all decision-making


authority in relation to remuneration remains with the Board.

Remuneration packages are reviewed annually. Independent

external surveys are used as a basis for establishing competitive

packages. A member of the Committee must not be present

for discussions at a Committee meeting on, or vote on a matter

regarding, his, her or their remuneration. Management may

attend meetings only at the invitation of the Committee.

Following each meeting, the Chair of the People and

Remuneration Committee provides a report to the Board.

The Company’s remuneration policies for directors and senior

executives and managers are set out in the ‘Remuneration’

section of the Company’s FY22 Annual Report.

NOMINATION COMMITTEE

The Nomination Committee meets as required to advise the

Board on the matters outlined in its Charter, including to:

—make recommendations to the Board in relation to new

appointments to the Board;

—assist the Board in planning the Board’s composition


and that of the Committees;

—advise and assist the Chair and the Board (as applicable) to

review the performance of the Board, the Committees and

individual directors;

—evaluate the competencies required of prospective directors,

identify those prospective directors and establish their degree

of independence; and

—develop succession plans for the Board.

Every new director appointment that is approved by the

Nomination Committee is considered and decided by the Board as

a whole, considering the range of skills and experience (including

matters such as independence and diversity) that a potential new

director may offer the Board and the ability to fully commit the

time needed to be effective as a director of the Company.

Following each Committee meeting, the Chair of the Nomination

Committee provides a report to the Board.

Nominations, appointments and

ongoing education

The Company’s process for selection, appointment, and

re-appointment of directors is detailed in the Nomination

Committee Charter.

The Nomination Committee recommends to the Board suitable

candidates for appointment as directors. The Committee

considers, among other things, the candidate’s:

—experience as a director;

—skills, expertise and competencies, and the extent to which

those skills complement the skills of existing directors;

—contribution to diversity of Board membership;

—degree of independence; and

—ability to devote sufficient time to the directorship.

The Company undertakes appropriate checks before appointing

a director or senior executive, or recommending a new candidate

to shareholders for election as a director. Such checks have been

undertaken in relation to all current Board members, and will be

undertaken prior to appointment or election of any new Board

recommended director or new senior executive.

The Company provides sufficient information to shareholders

about candidates standing for election for the first time and

directors seeking re-election at an annual meeting to enable

them to make an informed decision on whether or not to elect

or re-elect the person, including their relevant qualifications

and experience and the skills they bring to the Board, details of

any other material directorships or positions currently held by

the person, the term of office already served by the director (if

applicable), the Board’s view on whether the person is or will be

considered to be independent, and a statement by the Board in

respect of whether it supports the election or re-election of


the person.

On joining the Board, each director receives a formal letter of

appointment outlining his, her or their duties and obligations,

and participates in an induction programme, which provides

such information and advice as may be considered necessary or

desirable relating to his, her or their appointment to the Board.

To ensure ongoing education, directors are regularly informed

of developments that affect the Company’s industry and

business environment, as well as company and legal issues.

Directors receive comprehensive Board papers and briefing

information before Board meetings and have unrestricted access

to management and any additional information they consider

necessary to perform their roles as directors effectively. Directors

are also encouraged to undertake appropriate training to remain

current on how best to perform their duties as directors.

A director may obtain independent professional advice relating

to the affairs of the Company or his, her or their responsibilities

as a director or Committee member. Where the director has the

approval of the Chair to obtain independent professional advice,

the Company will meet the reasonable costs of such advice.

6
Performance review of the Board, Board

Committees and individual directors

The Board recognises that the performance of the Board and

its Committees is pivotal to the Company’s success and to the

protection of the interests of shareholders. The Board and

Committee Charters provide for an annual review and assessment

of the performance, objectives, responsibilities, processes and

procedures of the Board, each Committee and individual directors.

The review process is led by the Chair with support from the

Company Secretary and Committee Chairs. An external consulting

company facilitated the Board’s performance evaluation in FY22.

Internal financial control

The Board, advised by the Audit and Risk Management

Committee, is responsible for the Company’s overall system

of internal financial control.

The CFO is responsible to the CEO for ensuring that all

operations within the Company comply with the Board

approved financial control policies.

Under its Charter, the Audit and Risk Management Committee

is responsible for regularly reporting to the Board, including

the results of the Committee’s review of the Company’s risk

management and internal control systems. The Board is also

required, under the Risk Management Policy, to undertake

an annual review of the effectiveness of the Company’s risk

management and internal control system.

External auditor

The Board has established a framework for the relationship

between the Company and the external auditor, which

ensures that:

—recommendations made by the external auditor and other

independent advisers are critically evaluated and, where

appropriate, applied;

—the ability of the external auditors to carry out their statutory

audit is in no way impaired;

—consideration is given to what, if any, services other than their

statutory audit role may be provided by the auditor;

—any other services provided by the auditor, other than its

statutory audit role, are approved and monitored; and

—the Company has defined policies and procedures in place as

appropriate internal controls to manage risk effectively.

The external auditor is invited to attend the annual meeting of

the Company to answer questions from shareholders in relation

to the audit.

Internal audit function

The Company’s internal audit programme is focussed on

evaluating the effectiveness of risk management, control


and governance processes.

KPMG acts as the Company’s independent internal auditor,

reporting to the Company’s Head of Internal Audit. The internal

auditor has access to review all aspects of the Company’s

operations. The Audit and Risk Management Committee has

overall management of the Company’s internal audit function

which is independent of the Company’s external auditor. The

Audit and Risk Management Committee meets regularly to

monitor and review the independence, objectivity, performance

and effectiveness of internal auditing practices.

CEO and CFO annual declaration

In line with ASX Principle 4.2, the Audit and Risk Management

Committee and the Board receive a declaration for each reporting

period from the CEO and CFO in relation to the Company’s

financial statements, that in their opinion:

—the Group’s financial records have

[TRUNCATED]

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

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