Synlait Milk Limited logo

Amended Notice of Annual Meeting 2022

AGM13 November 2022SMLConsumer Staples

SYNLAIT 2022 NOTICE OF MEETING
1

AMENDED

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

“That Paul Washer be elected as a Director.”

Resolution 3: Election of Director

“That Paul McGilvary be elected 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 or Resolution 3

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 and Resolution 3, 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

or Resolution 3, 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.

Explanatory Note 3

Resolution 3 – Election of Paul McGilvary as a Director

Paul stands for election with the support of the Board.

About Paul McGilvary

Paul joined the Synlait Board in January 2022 to fill a

casual vacancy. Since joining, Paul has also become

a member of Synlait’s People, Environment and

Governance Committee. He has extensive dairy sector

experience and is currently Acting Chair of AsureQuality,

Chair of BVAQ Australia, and a Non-Executive Director of

Waikato Milking Systems.

Paul previously held several executive roles including,

CEO of Tatua Co-operative Dairy Company Limited,

CEO of HortResearch (now known as Plant and Food

Research), and Managing Director, Fonterra (Europe).

SYNLAIT 2022 NOTICE OF MEETING
4

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).

---

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

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.

Name Line 1

Name Line 2

Address Line 1

Address Line 2

Address Line 3

Address Line 4

FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 12 NOON ON WEDNESDAY 30 NOVEMBER 2022

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.

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 and Resolution 3. If

you select ‘Proxy Discretion’ for Resolution 2 or Resolution

3 or leave all boxes beside Resolution 2 or Resolution 3

empty and have appointed a Bright Director as your proxy,

your vote on Resolution 2 or Resolution 3 will be invalid.

Synlait will disregard all votes cast by a Bright Director on

Resolution 2 or Resolution 3 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.

AMENDED PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2022 ANNUAL MEETING

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: “That Paul Washer be elected as a Director.”

Resolution 3: “That Paul McGilvary be elected as a Director.”

For

AgainstAbstain

Proxy

Discretion

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):

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)

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:

PROXY/CORPORATE REPRESENTATIVE VOTING FORM

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.