Annual Meeting 2022; Chair & Director Rotations

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







NZX: SML
ASX: SM1


31 October 2022

Annual Meeting 2022; Chair & Director Rotations

Synlait Milk Limited’s (Synlait) Annual Meeting will be on Friday 2 December at 12 noon. The Board of
Synlait wishes to update shareholders on several proposed governance changes, summarised below.

Chair succession

The Board of Synlait advises that Independent Director Simon Robertson has been appointed as
Chair-elect of the Synlait Board and will replace Dr John Penno as Chair, effective 2 December 2022.

At Synlait’s 2021 Annual Meeting, the Board sought ratification from shareholders to change Synlait’s
constitution to enable John, a Board Appointed Director, to become Chair until the 2022 Annual
Meeting. This was a temporary measure to guide Synlait’s new CEO Grant Watson, through his
induction and establishment. The Board are pleased to confirm that Simon Robertson will assume the
role, effective from the completion of the Annual Meeting on Friday 2 December.

Director retirement

The Board advises that longstanding Independent Director Sam Knowles has given notice that he will
retire by rotation and not stand for re-election at the Annual Meeting.

Sam has been a Director of Synlait since 2013. The Board would like to thank Sam for his significant
contribution to Synlait over the past nine years. During Sam’s tenure, Synlait has grown considerably.
Sam joined Synlait just before its IPO and has made an invaluable contribution to its strategic direction
and growth. Sam has also been Chair of the People, Environment and Governance Committee since
2019.

Director election

The Board announces that in place of Sam, Paul Washer will stand for election by Synlait shareholders
at the Annual Meeting as an Independent Director.

Paul is a senior executive with extensive experience in planning and operations, finance, and
information technology. He is Chief Financial Officer for ASX-listed Pact Group. Before this, Paul spent
17 years with Fonterra. He was the Acting CFO of Fonterra Co-Operative Group Limited for seven
months before moving to Shanghai as Chief Financial Officer of Fonterra’s Greater China business,
responsible for Mainland China, Hong Kong and Taiwan across the Consumer, Foodservice,
Ingredients and China farming businesses.

The Board has assessed Paul to be an Independent Director.

Annual Meeting

Synlait’s Annual Meeting will be held on Friday 2 December 2022 at 12 noon.

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




The Annual Meeting will be held in person at the Dobson Room (D1) Ground Floor, Te Pae
Christchurch Convention Centre, 188 Oxford Terrace Christchurch, and online at:
www.meetnow.global/nz

The Notice of Meeting and Proxy Form released alongside this announcement will be sent to
shareholders today and includes further information about how to attend the meeting online.

For more information contact:
Hannah Lynch
Head of Corporate Affairs & Brand
P: +64 21 252 8990
E: hannah.lynch@synlait.com

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SYNLAIT 2022 NOTICE OF MEETING
1
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
You are invited to Synlait Milk Limited’s (Synlait)
Annual Meeting on Friday 2 December 2022 at 12 noon.
The meeting will be held in person at the Dobson Room
(D1) Ground Floor, Te Pae Christchurch Convention Centre,
188 Oxford Terrace Christchurch and online via the
Computershare meeting platform at: www.meetnow.global/nz
Further details about joining the meeting in person and
online can be found on page three and in the accompanying
Virtual Meeting Guide released with this Notice of Meeting.
COVID-19
Health and safety is a top priority for Synlait. Synlait may, at
its sole discretion, elect to hold the Annual Meeting as an
online-only meeting if it considers there are potential risks to
the health of meeting attendees. In this situation, Synlait will
give shareholders as much notice as practicably possible by
way of an NZX and ASX market announcement.
IMPORTANT DATES
Record date for voting entitlements for the annual meeting
5:00pm, Wednesday 30 November 2022 (NZST)
Latest time for receipt of appointment of proxies and
corporate representatives
12 noon, Wednesday 30 November 2022 (NZST)
Annual Meeting
12 noon, Friday 2 December 2022 (NZST) Shareholders
can login online from 11.30am. Please register ahead of the
12 noon start time.
ITEMS OF BUSINESS
1. Chair’s address
2. CEO’s address
3. Resolutions
Please see the Explanatory Notes at the end of this
Notice of Meeting for further information.
Resolution 1: Auditor’s Remuneration
“That the Board be authorised to determine the
auditor’s fees and expenses for the 2023 financial year.”
Resolution 2: Election of Director
“Election of Paul Washer as a Director.”
4. Other business
By order of the Board of Directors
Dr John Penno
Synlait, Chair

SYNLAIT 2022 NOTICE OF MEETING
2
PROCEDURAL NOTES
Entitlement to vote
All Synlait shareholders as at 5:00pm (NZST) on Wednesday
30 November 2022 are entitled to vote on the resolutions
at this Annual Meeting. Shareholders may vote online or
by proxy or corporate representative, as set out in more
detail below.
Proxies and corporate representatives
A Proxy Form is included with this Notice of Meeting when
it is posted to shareholders. Shareholders receiving this
Notice of Meeting by email will receive a link to complete
the Proxy Form online.
Any of our shareholders who are entitled to attend and vote
at the Annual Meeting, may appoint a proxy to attend the
meeting and vote on their behalf. Corporate shareholders
wanting to be represented in person at the meeting must
appoint a representative to attend on their behalf. Both
appointments must be made by completing a Proxy Form.
The appointment of a proxy or representative does not
preclude a shareholder from attending and voting in person
or online at the Annual Meeting.
Proxies and corporate representatives do not have to be
shareholders, and shareholders may nominate the Chair
(or any of our other Directors) as their proxy if they wish.
The Chair and the Directors will vote as directed on any
resolutions and intend to vote any discretionary proxies
in favour of all resolutions, to the extent permitted by the
NZX Listing Rules, ASX Listing Rules, and the company’s
constitution. Prohibitions on voting by Directors and their
associated persons, including as discretionary proxy, are
detailed under ‘Resolution Requirements’ and in the
Proxy Form.
If you do not name a proxy but otherwise complete the form,
or your named proxy does not attend the meeting, then the
Chair of the Annual Meeting will act as your proxy to cast
any express votes indicated in your Proxy Form, subject to
certain restrictions explained in the Notice of Meeting.
For an appointment of proxy to be valid it must be received
by Computershare Investor Services Limited in accordance
with instructions in the Proxy Form no later than 12 noon
Wednesday 30 November 2022 (NZST).
Appoint a proxy/corporate representative
Online
1. Go to: www.investorvote.co.nz
2. Use the control number then your CSN/shareholder
number found on the Proxy Form and post code or
country of residence (if outside New Zealand) to
securely access InvestorVote.
3. Follow the prompts to appoint a proxy or corporate
representative online.
Notice in writing
1. Complete and sign the proxy form attached to this
Notice of Meeting.
2. Return the completed and signed Proxy Form
to Computershare Investor Services Limited in
accordance with the instructions in the Proxy
Form
1
. For an appointment of a proxy or corporate
representative to be valid, it must be received
by Computershare Investor Services Limited in
accordance with instructions below and in the
proxy form no later than 12 noon Wednesday 30
November 2022 (NZST).
Resolution requirements
The resolutions are all ordinary resolutions. An ordinary
resolution is a resolution approved by a simple majority
of votes of shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
Bright Dairy Holding Limited and its associated persons are
not permitted to vote on Resolution 2 further to the terms of
Synlait’s constitution. Accordingly, the Directors appointed
by Bright Dairy Holding Limited, and any other associated
persons are prohibited from voting on Resolution 2, except
for the casting of an express vote in accordance with their
appointment as a proxy or corporate representative for
another shareholder. This is addressed in more detail in
the Proxy Form. Any votes cast by a Director appointed
by Bright Dairy Holding Limited or any other associated
persons on Resolution 2, other than in accordance with an
express proxy or appointment as a corporate representative
(i.e. not a discretionary proxy) will be disregarded.
1
The Proxy Form contains detailed instructions about signing the Proxy Form. Proxy Forms that are signed incorrectly will be invalid.

SYNLAIT 2022 NOTICE OF MEETING
3
Questions
Shareholders present at the Annual Meeting will have
the opportunity to ask questions. If you cannot attend the
Annual Meeting but would like to ask a question you can
email it to: investors@synlait.com or alternatively write it on
a separate sheet of paper and return it with the Proxy Form
to Computershare Investor Services Limited in the reply-paid
envelope provided.
Questions submitted in advance of the Annual Meeting need
to be submitted by 12 noon on Wednesday 30 November
2022. The Board will then address and answer questions at
the meeting.
Our auditors, PricewaterhouseCoopers, will also be at the
Annual Meeting to answer any specific queries shareholders
may have of them. Questions for the auditors should also be
sent to: investors@synlait.com or submitted with the Proxy
Form, to be received no later than 12 noon on Wednesday
30 November 2022.
Presentation materials
Copies of materials presented will be available on our
website and NZX and ASX websites shortly before the
Annual Meeting commences.
EXPLANATORY NOTES
Explanatory Note 1
Resolution 1 – Auditor’s Remuneration
Our auditors, PricewaterhouseCoopers, are
automatically reappointed at the Annual Meeting under
section 207T of the Companies Act 1993. The proposed
resolution is to authorise the board to fix the fees and
expenses of the auditors for the coming financial year.
Explanatory Note 2
Resolution 2 – Election of Paul Washer as a Director
Paul stands for election with the support of the Board.
About Paul Washer
Paul is a senior executive with extensive experience
in planning and operations, finance, and information
technology. He is Chief Financial Officer for ASX-
listed Pact Group. Before this, Paul spent 17 years
with Fonterra. He was the Acting CFO of Fonterra
Co-Operative Group Limited for seven months before
moving to Shanghai as Chief Financial Officer of
Fonterra’s Greater China business, responsible for
Mainland China, Hong Kong and Taiwan across the
Consumer, Foodservice, Ingredients and China farming
businesses.
PARTICIPATING IN SYNLAIT’S
VIRTUAL ANNUAL MEETING
When attending the Annual Meeting online, you will be
able to see the presentations, vote on resolutions and
ask questions. Please ensure that the volume on your
device or headphones is turned up. You will also need
an internet connection.
To attend the meeting please go to:
www.meetnow.global/nz
1. Click Go under the Synlait meeting.
2. Then click Join Meeting Now.
3. Enter your CSN Number, and your mailing address
postcode (New Zealand based shareholders)
or choose your country from the drop-down list
(international shareholders) to join the meeting.
The Virtual Meeting Guide accompanying this Notice of
Meeting contains more information on how to attend and
participate in the online Annual Meeting. We recommend
that you read this guide and join at least 10 minutes in
advance of the start time.
If you have any questions on how to attend the meeting
online, please contact Computershare Investor Services
Limited on +64 9 488 8777 between 8.30am and 5.00pm
Monday to Friday (NZST).

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PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2022 ANNUAL MEETING
APPOINTMENT OF PROXY
OR CORPORATE REPRESENTATIVE
If you do not plan to attend and vote at the Annual Meeting,
you may appoint a proxy to attend and vote on your behalf.
If you are a corporate shareholder, you may appoint a
corporate representative to attend and vote on your behalf.
You can appoint anyone to act as your proxy or corporate
representative. Your proxy or corporate representative does
not have to be another Synlait shareholder. The Chair of the
meeting, and the other Synlait Directors, are willing to act as
proxy or corporate representative for shareholders.
If you do not name a proxy but otherwise complete the
form, or your named proxy does not attend the meeting,
then the Chair of the meeting will act as your proxy to cast
any express votes indicated in your Proxy Form, subject to
certain restrictions explained below.
To appoint a proxy or corporate representative, enter
the name of your proxy or corporate representative, or
‘Chair’ in the space allocated in ‘Step 1’ and complete this
form. Alternatively, you can appoint a proxy or corporate
representative online at: www.investorvote.co.nz
If your proxy is not the Chair of the meeting, or any other
Director of the company, and they are attending the meeting
online, please ensure that you provide your proxy’s phone
and email address when completing the Proxy Form. If this
information is not provided, we cannot guarantee admission
of your proxy to the online meeting.
VOTING
Direct your proxy or corporate representative how to
vote by marking one of the boxes opposite each item of
business. If you do not mark a box your proxy or corporate
representative may vote as they choose. If you mark more
than one box next to an item, your vote will be invalid.
Synlait Milk Limited’s (Synlait) Annual Meeting will be held on Friday 2 December 2022 at 12 noon. The meeting will be held
in person at the Dobson Room (D1) Ground Floor, Te Pae Christchurch Convention Centre, 188 Oxford Terrace Christchurch
and online at: www.meetnow.global/nz
The Chair and the other Directors intend to vote all
discretionary proxies in favour of the resolutions to the
extent permitted by law, the NZX Listing Rules, ASX
Listing Rules and the Company’s Constitution. Clause 10
of Schedule 1 of Synlait’s Constitution prevents the Bright
Dairy Holding Limited Appointed Directors and any other
associated persons of Bright Dairy Holding Limited (Bright
Directors) from voting on Resolution 2. If you select ‘Proxy
Discretion’ for Resolution 2 or leave all boxes beside
Resolution 2 empty and have appointed a Bright Director
as your proxy, your vote on Resolution 2 will be invalid.
Synlait will disregard all votes cast by a Bright Director on
Resolution 2 unless that vote is cast by that person as a
proxy for a person who is entitled to vote, in accordance
with an express direction in the Proxy Form.
If you mark more than one box next to an item of business,
your vote will be invalid on that item.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual holding
Where your shareholding is in a single name, the
shareholder or their attorney
1
must sign this Proxy Form.
Joint holding
Where your shareholding is in more than one name, all the
shareholders, or their attorneys
1
, must sign.
Corporate shareholder
This Proxy Form must be signed by a duly authorised
officer acting under express or implied authority of the
corporate shareholder, or a director jointly with another
director where there is more than one director, or the sole
director, or an attorney¹ appointed by the company.
1. If this Proxy Form is signed under a power of attorney, it must be accompanied by:
• a copy of the Power of Attorney, certified by a Solicitor, Justice of the Peace or
Notary Public (unless it has already been noted by Synlait or Computershare
Investor Services Limited)
• a signed certificate of non-revocation of the power of attorney.
LODGE YOUR PROXY
Online: www.investorvote.co.nz
By mail: Computershare Investor Services Limited Private Bag
92119, Auckland 1142, New Zealand (if mailing within New Zealand,
use the pre-paid envelope provided. If mailing from outside New
Zealand, use the return envelope but add postage).
Smartphone? Scan the
QR code to vote now.
Lodge your proxy online, 24 hours a day, 7 days a week: www.investorvote.co.nz
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Shareholder Number:
Please Note: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.
FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 12 NOON ON MONDAY 30 NOVEMBER 2022
Name Line 1
Name Line 2
Address Line 1
Address Line 2
Address Line 3
Address Line 4

PROXY/CORPORATE REPRESENTATIVE VOTING FORM
STEP 1: APPOINT A PROXY/CORPORATE REPRESENTATIVE TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Synlait Milk Limited

hereby appoint of
or failing that person of
as my/our proxy/corporate representative to act generally at the Annual Meeting of Shareholders of Synlait to be held on Friday
2 December 2022 commencing at 12 noon or, any adjournment thereof, on my/our behalf, and to vote in accordance with the
following directions, or if ‘Proxy Discretion’ or no vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by
law, Synlait’s Constitution and the relevant Listing Rules) on the resolutions listed below, and on any resolution(s) to amend any
of the resolution(s), or any resolution(s) so amended, and on any other resolution(s) proposed at the meeting (or any adjournment
thereof) to give effect to my/our intention as set out below where possible. If your proxy is not the Chair of the meeting or another
Director of Synlait Milk Limited, please ensure that you provide their contact details (phone and email address) below. If this
information is not provided, your proxy’s admission to the online meeting is not guaranteed.
Proxy contact details
Phone Email
Ordinary Resolutions
Resolution 1: “That the Board be authorised to determine the auditor’s fees
and expenses for the 2023 financial year.”
Resolution 2: “Election of Paul Washer as a Director.”
For
AgainstAbstain
Proxy
Discretion
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions. If you cannot attend the Annual
Meeting but would like to ask a question you can email it to: investors@synlait.com, or alternatively write it on a separate
sheet of paper and return it with this Proxy Form to Computershare Investor Services Limited in the reply-paid envelope
provided. Questions need to be submitted by 12 noon on Wednesday 30 November 2022. The Board will address and
answer questions at the meeting.
SIGN: SIGNATURE AND NAME OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED.
Name
Shareholder 1 – Sole Director/
Director, Authorised Signatory/
Attorney
(Please select one)
Name
Shareholder 2 – Director, Authorised
Signatory or Attorney (if more than
one) (Please select one)
Name
Shareholder 3 – Authorised Signatory
or Attorney 3 (Please select one)
STEP 2: VOTING INSTRUCTIONS
Please note if you mark the ‘Abstain’ box for an item, you are directing your proxy or corporate representative not to vote
on your behalf, and your votes will not be counted in calculating the required majority. If you do not mark a box, or mark
‘Proxy Discretion’ your proxy or corporate representative may determine whether and how to vote. If you mark more than
one box, your vote on that resolution is invalid. This form is to be used to vote as follows on the following resolutions
(add a tick to the box to indicate your vote):
Name Telephone Date
Electronic Investor Communications
Synlait is committed to reducing its environmental footprint. You can help us achieve this by opting to receive future investor
communications via email. Please provide your email address below if you wish to change your communication preferences:

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or
computer.
If you choose to attend online you will be able to view
a live webcast of the meeting, ask questions and
submit your votes in real time.
You will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
Visit meetnow.global/nz
ACCESS
Access the online meeting at meetnow.global/nz
and select the required meeting.
Click ‘JOIN MEETING NOW’.
If you are a shareholder:
Select ‘Shareholder’ on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country from
the drop down box instead of the post code. Accept
the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you
will be prompted to complete all the relevant fields
including title, first name, last name and email address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
CONTACT
If you have any issues accessing the website please
call +64 9 488 8700.
NAVIGATION
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
VOTING
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from
the options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press ‘Send’.
HOW TO PARTICIPATE IN
VIRTUAL/HYBRID MEETINGS
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.