The a2 Milk Company Limited logo

Notice of Meeting and update to remuneration practices

AGM19 October 2022ATMConsumer Staples

ASX Code: A2M
NZX Code: ATM


The a2 Milk Company Limited

www.thea2milkcompany.com


19 October 2022

NZX/ASX Market Release


Notice of Meeting and update to remuneration practices


The a2 Milk Company (a2MC, the Company) is pleased to advise that it is today publishing its Notice of Meeting

for the 2022 Annual Meeting of shareholders. The meeting will be held on Friday, 18 November 2022 at 11:00am

New Zealand daylight time at The Cordis in Auckland, New Zealand. All details regarding the meeting and

resolutions are contained in the attached Notice of Meeting.


Through FY22, the Company made significant progress developing its refreshed growth strategy, the results of

which were communicated to the market at the Company’s Investor Day in October 2021. Pleasingly, as

demonstrated in the FY22 results, strong progress has been made executing against the refreshed growth

strategy and with meaningful progress towards the Company’s medium-term financial and non-financial

measures of success. Furthermore, considerable progress was made in FY22 to renew and bolster the Company’s

Executive Leadership Team with a number of changes and new appointments.


With the growth strategy in place and execution well underway, the Board has also undertaken some renewal this

year, with two important appointments to the Board in Sandra Yu and David Wang. Sandra and David both have

deep lifetime experience in China and between them bring strong commercial and supply chain expertise, as the

Company looks to further build its internal supply chain capability. Sandra and David were appointed to the

Board in March and September 2022 respectively, and are seeking election at the Annual Meeting in November

2022. Furthermore, as announced in August 2022, Julia Hoare intends to step down from the Board after over

nine years of service, following the release of the Company’s FY23 interim results in February 2023.


Separately, to further align to recent practices for New Zealand and Australian executive remuneration, the Board

is reviewing the Company’s remuneration practices. While the review is still ongoing, the Board is already

committed to making certain changes in FY23. The Board will be revising the Company’s short-term incentive (STI)

plan structure to include a percentage of deferral for the Chief Executive Officer’s (CEO) STI to the extent one is

achieved in FY23. The exact percentage that will be deferred has yet to be determined by the Board and will be

agreed upon based on the findings of the review process. The Board will also be submitting the CEO’s long-term

incentive (LTI) grant for the FY24 LTI plan as a resolution on an advisory basis to the Annual Meeting in 2023.

Whilst these changes are not relevant to the 2022 Annual Meeting, the Board believes these changes will further

align the Company’s remuneration practices with shareholders’ interests and expectations and to recent practice

in New Zealand and Australia.

The Board looks forward to meeting with shareholders in November at the Annual Meeting, when all these

matters will be discussed in more detail.





Authorised for release by

David Hearn

Chair

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 LIMITED
2022

NOTICE OF

ANNUAL

MEETING


Getting there

By public transport

We encourage you to

catch public transport.

- The Cordis has a

complimentary shuttle bus.

You can catch the shuttle

from the corner of Custom

Street and Queen Street near

the ANZ. The timetable may

vary depending on demand.

For more information and a

timetable, please contact the

Cordis via email at cdakl.

concierge@cordishotels.com.

- Take a train to Britomart

or Grafton Train Stations.

From the Britomart Station,

proceed to the exit at Queen

Street, and head south

towards Galway Street.

From the Grafton Train

Station, head east on

Outhwaite Lane towards

Park Road.

- The following bus routes

have stops nearby: 132,134,

24R, 27H, 75, NX2

By car

Wilsons pay and display

public car parks can be found

near the hotel at: Liverpool

Street, Wakefield Street,

450 Queen Street,

100 Symonds Street. For

more information, see here:

www.cordishotels.com/en/

auckland/the-hotel/about-us/

our-location

N

Ka

r

a

n

g

ahape


R

d

Gr

a

fto

n

Br

id

ge

S

y

m

o

n

ds

S

t

Symonds

S

t



City Rd




Ci

ty

Rd




C

i

ty


R

d

L

i

ver

poo

l


St


Liverpool St

S

t


M

ar

tin

s


L

n

Pigeon ParkCaptain William

Hobson Grave

The Cordis

Entrance

NZ Post Centre

Taylors College

NOTICE is hereby given that
the 2022 Annual Meeting of

shareholders of The a2 Milk

Company Limited (the “Company”)

will be held on Friday, 18 November

2022 at 11:00am New Zealand

Daylight Time at The Cordis,

Auckland.

The Company is pleased to advise that this year

shareholders will be able to:

• attend the meeting in person at

The Cordis, 83 Symonds Street, Grafton,

Auckland 1010, New Zealand; or

• attend and participate at the meeting virtually

via an online platform provided by the

Company’s share registrar, Link Market Services,

at www.virtualmeeting.co.nz/a2MC22; or

• attend and participate in the meeting

through a proxy.

Further details on how to do so are set out in this Notice

of Meeting and the Virtual Annual Meeting Online Portal

Guide filed on the market announcement platforms of

the NZX and ASX, and available on the Company’s

website (www.thea2milkcompany.com/annual-meetings).

To view the Company’s latest financial statements,

for the year ended 30 June 2022, please visit

www.thea2milkcompany.com/results and select the

2022 Annual Report within the Results and reports

section of the webpage.

The Explanatory Notes, which accompany this Notice of

Meeting, provide more information on the resolutions

which will be put before shareholders.

Notice of Annual Meeting 2022 | 1


BUSINESS

A. WELCOME

B. CHAIR SPEECH

C. MANAGING DIRECTOR AND CEO ADDRESS

D. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Company’s financial statements

for the year ended 30 June 2022, together with the Directors’

and Auditor’s reports.

E. RESOLUTIONS

Resolution 1: Auditor’s Fees and Expenses

To consider and, if thought fit, to pass the following

resolution as an ordinary resolution of the Company:

“That the Directors of the Company be authorised to fix the

fees and expenses of the Company’s auditor, Ernst & Young,

for the ensuing year.”

Resolution 2: Election of Director – Sandra Yu

To consider and, if thought fit, to pass the following

resolution as an ordinary resolution of the Company:

“That Sandra Yu, who was appointed a Director of the

Company by the Board during the year, and who will retire

at the meeting in accordance with the Company’s constitution,

be elected as a Director of the Company.”

Resolution 3: Election of Director – David Wang

To consider and, if thought fit, to pass the following

resolution as an ordinary resolution of the Company:

“That David Wang, who was appointed a Director of the

Company by the Board during the year, and who will retire

at the meeting in accordance with the Company’s constitution,

be elected as a Director of the Company.”

Resolution 4: Re-election of Director – Pip Greenwood

To consider and, if thought fit, to pass the following

resolution as an ordinary resolution of the Company:

“That Pip Greenwood, who will retire at the meeting by rotation

in accordance with the Company’s constitution, be re-elected as

a Director of the Company.”

F. QUESTIONS

To consider any other matters that may properly

be brought before the meeting.

G. CLOSE

2 | The a2 Milk Company


OTHER

INFORMATION

SHAREHOLDERS ELIGIBLE TO VOTE

Only shareholders who hold ordinary shares in the

Company as at 9:00pm New Zealand Daylight Time on

Wednesday, 16 November 2022 will be eligible to vote

at the meeting.

ATTENDING AND PARTICIPATING

IN THE ANNUAL MEETING

Shareholders (and appointed proxies) will be able to attend the

meeting in person at The Cordis, 83 Symonds Street, Grafton,

Auckland 1010, New Zealand, or, alternatively, attend and

participate at the meeting virtually via an online platform

provided by the Company’s share registrar, Link Market

Services, at www.virtualmeeting.co.nz/a2MC22. Shareholders

attending and participating in the meeting virtually via the

online platform will be able to watch the meeting live, and

vote and ask questions online, during the meeting.

The Company encourages shareholders unable to attend the

meeting in person to make use of this technology and to

participate at the meeting via the online platform. If you

wish to attend the meeting virtually, you will require your

CSN/Holder Number, Securityholder Reference Number (SRN)

or Holder Identification Number (HIN) for verification purposes.

More information regarding virtual attendance at the

meeting (including how to vote and ask questions online

during the meeting) is available below and in the Virtual

Annual Meeting Online Portal Guide filed on the market

announcement platforms of the NZX and ASX and

also available on the Company’s website

(www.thea2milkcompany.com/annual-meetings).

The Company strongly recommends that shareholders

who wish to participate in the meeting virtually log

in to the online portal at least 15 minutes prior to

the scheduled start time for the meeting.

Notice of Annual Meeting 2022 | 3


Attending the Annual Meeting

via the online platform

The Annual Meeting will be viewable from desktops,

laptops, mobile devices and tablets.

Shareholders wishing to attend and participate in the Annual

Meeting virtually should, in advance of the meeting, ensure

they have access to a compatible web browser. Details of the

browsers that the platform supports are available in the Virtual

Meeting Online Portal Guide. Shareholders can check the

current version of their web browser by going to

www.whatismybrowser.com.

To attend and vote at the Annual Meeting virtually,

shareholders will need to have their CSN/Holder Number,

Securityholder Reference Number (SRN) or Holder

Identification Number (HIN) before proceeding. Appointed

proxies will need their proxy number, which will be provided

by Link Market Services prior to the meeting.

Shareholders can register on Friday, 18 November 2022 from

10:00am New Zealand Daylight Time. This is 1 hour prior

to the scheduled commencement of the meeting.

To access the online platform, shareholders

will need to take the following steps:

1. Open web browser

https://meetings.linkgroup.com/a2mc22.

2. Log in to the portal using their full name,

mobile number, email address, and company name

(if applicable).

3. Read and accept the terms and conditions before

clicking on the blue ‘Register and Watch Annual

Meeting’ button.

4. Once logged in, a live video webcast of the meeting

will appear on the left-hand side of the screen, with

the meeting presentation slides appearing on the

right-hand side of the screen. Keep the browser

open for the duration of the meeting.

5. If the browser is closed, the session will expire.

If the shareholder (or appointed proxy) attempts

to log in again, they will be sent a recovery link

via email for security purposes.

1

www

OTHER INFORMATION

4 | The a2 Milk Company


Asking Questions

Shareholders physically present at the meeting or attending

virtually via the online platform will have the opportunity

to submit questions to the Board, the Company’s senior

management, and the Company’s auditors during the

meeting.

Shareholders attending virtually via the online platform may

ask questions after they have registered to vote by clicking on

the ‘Ask a Question’ box. Shareholders will need to select the

business to which the question relates (either General Business

or a specific resolution), type the question in the ‘Question’

section, and click on the ‘Submit Question’ button. This will

send the question to the Management/Board.

Shareholders wanting to ask a question prior to the

meeting, to be addressed at the meeting, should email

meetings@linkmarketservices.com, complete the question

section on the accompanying proxy form, or submit the

question online by going to vote.linkmarketservices.com/ATM,

in each case by 11am New Zealand Daylight Time on

Wednesday, 16 November 2022.

The Board will endeavour to address all appropriate questions

at the meeting within the time allocated for questions.

VOTING

Register to vote

To vote via the online platform during the meeting,

shareholders (or appointed proxies) will need to first register to

vote by clicking on the ‘Get a Voting Card’ box at the bottom

of the webpage or below the video and entering their CSN/

Holder Number, Securityholder Reference Number (SRN) or

Holder Identification Number (HIN) as validation. Once

registered, the shareholder’s voting card will appear with all

of the resolutions to be voted on by the shareholders at the

meeting (as set out in this Notice of Meeting). Shareholders

may need to use the scroll bar on the right-hand side of the

voting card to scroll up or down to view all resolutions.

Notice of Annual Meeting 2022 | 5


Full or partial voting

Shareholders and proxies can either submit a full vote or a

partial vote on each resolution by moving between the ‘Full

Vote’ and ‘Partial Vote’ tabs at the top of the voting card.

To submit a full vote, a shareholder may click on the ‘For’,

‘Against’ or ‘Abstain’ voting buttons under the ‘Full Vote’ tab.

To submit a partial vote, a shareholder may enter the number

of votes they would like to vote for any or all resolutions under

the ‘Partial Vote’ tab. The total number of votes that a

shareholder is entitled to vote will be displayed under each

resolution. When the shareholder enters the number of votes

in a certain box, it will automatically calculate the total number

of votes left.

Submitting your vote

Once finished entering the votes on the resolutions,

shareholders will need to scroll down and click on the ‘Cast

Vote’ or ‘Cast Partial Vote’ button. Shareholders may edit their

voting cards by clicking the ‘Edit Card’ button at any time

before the voting is closed, which will be 5 minutes after

the close of the meeting. The un-voted portion of the

shareholders’ votes (if any) will be submitted as ‘No

Instruction’ and therefore will not be counted.

The Virtual Meeting Online Portal Guide provides a separate

detailed overview on how to vote and ask questions during

the meeting. The Virtual Meeting Online Portal Guide will be

filed on the market announcement platforms of the NZX and

ASX and will also be able to be viewed on the Company’s

website (www.thea2milkcompany.com/annual-meetings).

Shareholders attending the meeting in person should bring

the enclosed proxy form with them to assist with shareholder

registration.

Shareholders attending the meeting can also download the

LinkVote App from the Apple App Store or Google Play if

they would like to vote during the meeting using their mobile

phone. The LinkVote App will be available for download prior

to the meeting.

Shareholders can also vote prior to the meeting either by

post or online, as described below under “Postal Voting”

and “Online Voting”.

OTHER INFORMATION

6 | The a2 Milk Company


PROXIES

A shareholder entitled to attend and vote but who cannot

attend the meeting (whether in person or via the online

platform) is encouraged to appoint a proxy to attend and

vote on that shareholder’s behalf. The proxy need not be

a shareholder of the Company.

To appoint a proxy, a shareholder should complete and sign

the proxy form enclosed with this notice and return it to the

office of the Company’s share registrar, Link Market Services,

by no later than 11:00am New Zealand Daylight Time on

Wednesday, 16 November 2022. Any proxy form received

after that time will not be valid for the meeting.

Shareholders can alternatively complete the proxy form online

by following the instructions on the enclosed proxy form. To

securely appoint a proxy online, NZX registered holders will

need their CSN/Holder number and FIN, and ASX registered

holders will need their Securityholder Reference Number (SRN)

or Holder Identification Number (HIN), and postcode or

country of residence, in order to complete the online validation

process. Please contact Link Market Services if you need to

obtain these details. The contact details for Link Market

Services can be found on the enclosed proxy form.

Please refer to the instructions on the enclosed proxy form

as to the ways in which the proxy form can be sent to Link

Market Services, including instructions on how to appoint

your proxy and vote online.

The Chair of the meeting may be appointed as a proxy and

intends to vote any undirected/discretionary proxy in favour

of each resolution.

CORPORATE REPRESENTATIVE

AND ATTORNEY APPOINTMENTS

A body corporate which is a shareholder, or an attorney of a

shareholder, may appoint a representative to attend and vote

at the meeting on its behalf. Any shareholder may appoint an

attorney to attend and vote at the meeting on its behalf.

Notice of any such appointment should be sent to the

Company’s share registrar, Link Market Services, as soon

as possible, no later than 11:00am on Wednesday,

16 November 2022.

Notice of Annual Meeting 2022 | 7


POSTAL VOTING

A shareholder is entitled to exercise his/her vote at the meeting

by casting a postal vote. A postal voting form is incorporated

in the proxy form.

To cast a postal vote, a shareholder should complete and sign

the postal voting form enclosed with this Notice of Meeting

and return it to the office of the Company’s share registrar,

Link Market Services, by no later than 11:00am New Zealand

Daylight Time on Wednesday, 16 November 2022. Any postal

voting form received after that time will not be valid for the

meeting. Link Market Services has been authorised by the

Board to receive and count postal votes at the meeting.

Please refer to the instructions on the enclosed postal voting

form as to the ways in which the postal voting form can be

sent to Link Market Services, including instructions on how

to appoint your proxy and vote online.

ONLINE VOTING

Shareholders may elect to lodge their proxy appointment

or postal vote online. You will need to go to the website

of our share registrar, Link Market Services:

vote.linkmarketservices.com/ATM.

REQUISITE MAJORITIES

The resolutions are ordinary resolutions requiring the approval

of a simple majority of the votes of those shareholders entitled

to vote and voting (virtually, by postal vote or by proxy) in

order for them to be passed.

By order of the Board.

Mr David Hearn

Chair

19 October 2022

OTHER INFORMATION

8 | The a2 Milk Company


EXPLANATORY

NOTES

RESOLUTION 1

Auditor’s Fees and Expenses

Ernst & Young, the current auditor of the Company, will

be automatically reappointed under section 207T of the

Companies Act 1993. Resolution 1 authorises the Directors

to fix the fees and expenses of Ernst & Young as the

Company’s auditor in accordance with section 207S of

the Companies Act 1993.

Notice of Annual Meeting 2022 | 9


RESOLUTION 2

Election of Director – Sandra Yu

Sandra was appointed as a Director by the Board, under

clause 17.2(a) of the Company’s constitution, with effect from

1 March 2022. Sandra will retire from office at the meeting

and offers herself for election as required by the Company’s

constitution and NZX Listing Rule 2.7.1.

The other members of the Board unanimously support

Sandra’s election.

The Board considers Sandra to be an Independent Director.

Sandra Yu

Independent, Non-executive Director

Sandra sits on both the Audit and Risk Management and

the People and Remuneration committees.

Sandra is a highly regarded company director and 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 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 the transition to new digital media and ecommerce

channels globally.

Sandra was also appointed as the non-executive chairwoman

to lead RB China 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.

10 | The a2 Milk Company


RESOLUTION 3

Election of Director – David Wang

David was appointed as a Director by the Board, under

clause 17.2(a) of the Company’s constitution, with effect from

1 September 2022. David will retire from office at the meeting

and offers himself for election as required by the Company’s

constitution and NZX Listing Rule 2.7.1.

The other members of the Board unanimously support

David’s election.

The Board considers David to be an Independent Director.

David Wang

Independent, Non-executive Director

David sits on both the Audit and Risk Management and

the People and Remuneration committees.

David brings extensive expertise across the Asia-Pacific region

in manufacturing and supply chain with over 30 years’

experience in industrial and consumer goods businesses

including 15 years in senior executive leadership roles in

China. This extensive expertise and experience enhances the

Company’s internal supply chain capability. Currently, David

is the President of Asia Pacific for Buhler AG, a global leader

in the provision of industrial solutions, which specialises in

integrated plant equipment systems and related services for

food processing and advanced materials manufacturing.

In his career, David has held various senior executive roles

including at Blackstone AVINTIV Inc and Dover Corporation

where his responsibilities covered manufacturing, research and

development, technology and sales throughout Asia. David

also worked with PepsiCo for almost 10 years in operations

and supply chain.

David resides in China.

Notice of Annual Meeting 2022 | 11


RESOLUTION 4

Re-election of Director – Pip Greenwood

Under the Company’s constitution and the NZX Listing Rules,

a Director must not hold office (without re-election) past the

third annual meeting following the Director’s appointment or

three years, whichever is longer. Accordingly, Pip Greenwood

will retire from office at the meeting and offers herself for

re-election.

The other members of the Board unanimously support

Pip’s re-election.

The Board considers Pip to be an Independent Director.

Pip Greenwood

Independent, Non-executive Director

Pip has been a director of the Company since 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 and Fisher & Paykel

Healthcare. 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

Company’s 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.

12 | The a2 Milk Company

thea2milkcompany.com
The a2 Milk Company Limited

(Australian Registered Body Number 158 331 965

– Incorporated in New Zealand)

---

LODGE YOUR PROXY
Online

vote.linkmarketservices.com/ATM

Scan & Email

meetings@linkmarketservices.com

Deliver in person

Link Market Services Limited,

Level 30, PwC Tower

15 Customs Street West

Auckland 1010




SCAN THIS QR CODE WITH YOUR SMARTPHONE

AND VOTE ONLINE



General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com



PROXY FORM FOR THE 2022 ANNUAL MEETING

The Annual Meeting of The a2 Milk Company Limited (“a2MC” or the “Company”) will be held on Friday, 18 November 2022 at 11:00am

New Zealand Daylight Time. The Annual Meeting will be held at The Cordis, 83 Symonds Street, Grafton, Auckland 1010, New Zealand and

online via the Link Market Services Annual Meeting platform, at www.virtualmeeting.co.nz/a2MC22. More information regarding virtual

attendance and voting at the Annual Meeting is available in the Virtual Meeting Online Portal Guide which will be filed on the ASX and NZX

market announcement platforms and be available on the Company’s website at https://thea2milkcompany.com/market-announcements/.


If you propose NOT to attend the Annual Meeting physically or virtually but wish to vote by postal vote or appoint a proxy please complete and

return all pages of this form to Link Market Services no later than 11:00am New Zealand Daylight Time on Wednesday, 16 November 2022

(being 48 hours before the commencement of the Annual Meeting). Proxy appointment or postal voting can also be completed online. Please

read the instructions below before completing this form. Please do not appoint a proxy if you are voting by postal vote.


POSTAL VOTE

As a shareholder entitled to vote at the Annual Meeting, you are

entitled to vote by postal vote. You can cast your postal vote online

or by one of the other methods noted above. If you return your

postal vote without indicating how you wish to vote, or your

indication on how to vote is unclear, on any resolution, you will be

deemed to have abstained from voting on that resolution. If you

complete the postal vote section and also appoint a proxy, then

your postal vote will be cast, and your proxy appointment will not

be counted. If this form is returned duly signed by a shareholder

with voting instructions completed but without indicating that it is a

postal vote or a proxy appointment, it will be deemed to be a postal

vote.


APPOINTMENT OF PROXY

A shareholder entitled to attend and vote at the Annual Meeting is

entitled to appoint a proxy to attend and vote at the Annual Meeting

instead of the shareholder. A proxy need not be a shareholder of

a2MC. Any corporation that is a shareholder of a2MC may appoint

a person as its representative to attend the Annual Meeting and

vote on its behalf, in the same manner as that in which it could

appoint a proxy.


Appointing the Chair of the Annual Meeting or a director

as your proxy

If you wish, you may appoint the Chair of the Annual Meeting as

your proxy. To do so, please write “Chair of the Meeting” on the line

following the words “hereby appoint” in the section on the next page

entitled “appoint a proxy to vote on your behalf”. The Chair will vote

according to your instructions. If the Chair is not instructed how to

vote, the Chair intends to vote in favour of each resolution. If you

return this form without directing the proxy how to vote on any

particular resolution, the proxy will exercise the proxy’s discretion

as to whether to vote and, if so, how to vote.


ATTENDING THE ANNUAL MEETING

You can still attend the meeting online, even if you have cast a

postal vote or appointed a proxy, although you will not be able to

vote in either of those cases.


If you propose to attend the Annual Meeting please bring this Proxy

Form (with all pages intact) with you as the barcode on the front

page is required for registration at the Annual Meeting.


SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual

This Proxy Form must be signed by the shareholder or the

shareholder’s attorney duly authorised in writing.


Joint holding

This Proxy Form may be signed by either, or on behalf of, the joint

shareholders (or their duly authorised attorney).


Power of Attorney

If this Proxy Form is signed under a power of attorney, a copy of

the power of attorney and a signed certificate of non-revocation of

the power of the attorney under which the Proxy Form is signed,

must be produced to the Company with this Proxy Form.


Body Corporate

This Proxy Form must be signed by a director or a duly authorised

officer acting under the express or implied authority of the

shareholder, or an attorney duly authorised by the shareholder.


Go online to vote.linkmarketservices.com/ATM to vote or turn over to complete the Postal Vote/Proxy Form

Mail

Use the enclosed envelope or

address to:

Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand



POSTAL VOTE / PROXY FORM


STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

POSTAL VOTING

I wish to vote by postal vote (please tick the box only if you wish to cast a postal vote instead of appointing a proxy).

My voting intention is indicated in the section below entitled “Items of Business – Voting Instructions”.

APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder of The a2 Milk Company Limited

hereby appoint ____________________________________ email Address

or failing him/her ____________________________________ email Address

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of The a2 Milk Company Limited to be held at The Cordis, 83 Symonds

Street, Grafton, Auckland 1010, New Zealand and virtually via an online platform, at www.virtualmeeting.co.nz/a2MC22 at 11:00am New Zealand

Daylight Time on Friday, 18 November 2022 and at any adjournment of that meeting. Please indicate with a tick in the appropriate boxes

below how you wish your proxy to vote. If you wish, you may appoint the “Chair of the Meeting” as your proxy.


STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS

ORDINARY BUSINESS Tick () in box to vote

To consider and, if thought fit, pass the following resolutions as ordinary resolutions For Against Proxy Abstain

of the Company: Discretion


1. That the Directors of the Company be authorised to fix the fees and expenses of the

Company’s auditor, Ernst & Young, for the ensuing year.


2. That Sandra Yu, who was appointed a Director of the Company by the Board during

the year, and who will retire at the meeting in accordance with the Company’s

constitution, be elected as a Director of the Company.


3. That David Wang, who was appointed a Director of the Company by the Board during

the year, and who will retire at the meeting in accordance with the Company’s

constitution, be elected as a Director of the Company.


4. That Pip Greenwood, who will retire at the meeting by rotation in accordance with

the Company’s constitution, be re-elected as a Director of the Company.







STEP 3: SHAREHOLDER QUESTIONS

Shareholders attending the Annual Meeting will have the opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual

Meeting, physically or virtually but would like to ask a question, or if you are attending and would like to ask a question in advance, you can submit

such question by: (1) email to meetings@linkmarketservices.com; or (2) online by going to vote.linkmarketservices.com/ATM and completing

the online validation process; or (3) completing the question section below and returning it to Link Market Services. Questions will need to be

submitted by 11:00am New Zealand Daylight Time on Wednesday, 16 November 2022. The Board will endeavour to address all appropriate

questions at the Annual Meeting.

SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.

Shareholder 1 Shareholder 2 Shareholder 3



Contact Name _______________________ Daytime Telephone ___________________ Date _____________________________



Electronic Investor Communication:

If you received the Notice of Meeting and this form by mail and you wish to receive your future communications by email, please provide

your email address below:


Question:

---

Corporate Markets
Before you begin

Ensure your browser is compatible.

Check your current browser by going to

the website: whatismybrowser.com

Supported browsers are:

To attend and vote you must have your

securityholder number and postcode.

Appointed Proxy: Your proxy number will

be provided by Link before the meeting.

Please make sure you have this

information before proceeding.

Virtual Meeting

Online Guide

•Chrome – Version 44 & 45 and after

•Firefox – 40.0.2 and after

•Safari – OS X v10.9 & OS X v10.10 and after

•Internet Explorer – 11

and up

•Edge – 92.0 and up

Virtual Meeting Online Guide
Step 2

Log in to the portal using your full name, mobile

number, email address, and participant type.

Please read and accept the terms and conditions

before clicking on the blue ‘Register and Watch

Meeting’ button.

Note: If you close your browser, your session will

expire and you will need to re-register. If using the

same email address, you can request a link to be

emailed to you to log back in.

1. Get a Vot

ing Card

To register to vote – click on the

‘Get a Voting Card’ button.

This will bring up a box which looks like this.

If you are an individual or joint securityholder you

will need to register and provide validation by entering your

securityholder number and postcode.

If you are an appointed Proxy, please enter the

Proxy Number issued by Link in the PROXY DETAILS section.

Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with

all of the resolutions to be voted on by securityholders at

the Meeting (as set out in the Notice of Meeting). You may

need to use the scroll bar on the right hand side of the

voting card to view all resolutions.

Securityholders and proxies can either submit a

Full Vote or Partial Vote.

S

tep 1

Open your web browser and go to

https://www.virtualmeeting.co.nz/a2mc22

Link Group Virtual Meeting Online Guide • 2

•A live webcast of the Meeting starts automatically

once the meeting has commenced. The meeting slides

will be transitioned throughout the webcast. If the

webcast does not start automatically please press the

play button and ensure the audio on your computer or

device is turned on.

•At the bottom – buttons for ‘Get a Voting Card’,

‘Ask a Question’ and a list of company documents to

download

Link Group Virtual Meeting Online Guide • 3
Full Votes

To submit a full vote on a resolution ensure you are in the

‘Full Vote’ tab. Place your vote by clicking on the ‘For’, ‘Against’, or

‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the

‘Partial Vote’ tab. You can enter the number of votes (for any or all)

resolution/s. The total amount of votes that you are entitled to vote for

will be listed under each resolution. When you enter the number

of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-

voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to

the bottom of the box and click on the ‘Submit Vote’ or

‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you

have already made will be saved for the next time you open up the voting card. The voting card will appear on

the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’. This will reopen the voting card

with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide

windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

The ‘Ask a Question’ box will then pop up with
two sections for completion.

In the ‘Regarding’ section click on the drop down arrow and

select the category/resolution for your question.

Click in the ‘Question’ section and type your question and

click on ‘Submit’.

A

‘View Questions’ box will appear where you can view

your questions at any point. Only you can see the

questions you have asked.

If your question has been answered and you would like to

exercise your right of reply, you can submit another

question.

Contact us

New Zealand

T 0800 200 220

E meetings@linkmarketservices.co.nz

Note that not all questions are guaranteed to be

answered during the Meeting, but we will do our

best to address your concerns.

3. Downloads

View relevant documentation in the

Downloads section.

4. Voting closing

Voting will end 5 minutes after the

close of the Meeting.

At the conclusion of the Meeting a red bar with a

countdown timer will appear at the top of the Webcast

and Slide screens advising the remaining voting time. If

you have not submitted your vote, you should do so now.

Virtual Meeting Online Guide continued

2. How to ask a question

Note:

Only verified Securityholders, Proxyholders and

Corporate Representatives are eligible to ask questions.

If you have yet to obtain a voting card, you will

be prompted to enter your security holder

number or proxy details before you can ask a

question. To ask a question, click on the ‘Ask a

Question’ button either at the top or bottom

of the webpage.

Link Group Virtual Meeting Online Guide • 4

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

Other issuers discussed similar conditions around this time

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