Capital Change Notice and ASX Daily buy-back notification

Capital Change Notice


27/02/23
Acquisition of Ordinary Shares
This notice is given under NZX Listing Rule 3.13.1 and s.65(2) of the Companies Act 1993, and relates to the acquisition of
ordinary shares in The a2 Milk Company Limited (‘the Company’) under the on-market share buyback programme
announced by the Company to the market on 29 August 2022.
Section 1: Issuer information
Name of issuer The a2 Milk Company Limited
NZX ticker code ATM
Class of Financial Product Ordinary Shares
ISIN NZATME0002S8
Currency NZD
Section 2: Capital change details
Number acquired
711,900 ordinary shares
Nominal value (if any)
Not Applicable
Acquisition price per security
NZ$7.0771 (average) in respect of 59,064 ordinary shares
acquired on the NZX
A$6.4557 (average) in respect of 652,836 ordinary shares
acquired on the ASX
Nature of the payment
Cash
Amount paid up (if not in full)
Paid in full
Percentage of total class of Financial Products
acquired
0.0978%
Reason for acquisition and specific authority for
acquisition
Acquisition under Board approved buyback programme
announced on 29 August 2022
Total number of Financial Products of the Class after
the acquisition (excluding Treasury Stock) and the
total number of Financial Products of the Class held
as Treasury Stock after the acquisition
727,409,604 ordinary shares
None held as treasury stock
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
No
Specific authority for the acquisition, including a
reference to the rule pursuant to which the
acquisition is made
Board resolution dated 27 August 2022
NZX Listing Rule 4.14.1(a)
Terms or details of the acquisition
Shares acquired will be cancelled
Date of acquisition
24/02/23
Section 3: Authority for this announcement and contact person
Name of person authorised to make this
announcement
Jaron McVicar, Chief Legal and Sustainability Officer &
Company Secretary
Contact person for this announcement Jaron McVicar
Contact phone number +61 2 9697 7000
Contact email address Jaron.McVicar@a2milk.com
Date of release through MAP
27/02/23
The identity of the seller or sellers (and the beneficial owner or owners) of the ordinary shares of the Company is not
known to the Company.

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This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.8A
+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 3C
Notification of buy-back
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity named above) provide the following information
about our buy-back
The a2 Milk Company Limited
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or another
registration type and number (if you supply another registration
type, please specify both the type of registration and the
registration number).
ARSN 158 331 965
1.3 *ASX issuer code A2M
1.4 *The announcement is
Select whichever is applicable.
☐ New announcement
☐ Update/amendment to
previous announcement
☐ Cancellation of previous
announcement
☒ Daily buy-back notification
Not applicable for selective buy-backs
(complete Part 4)
☐ Final buy-back notification
(complete Part 5)
w1.4b *Reason for update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.
Daily buy-back notification.
1.4c *Date of initial notification of buy-back
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement” or “Cancellation
of previous announcement”.
29/08/2022
1.4d *Date of previous announcement to this update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.

1.4e *Reason for cancellation
Answer this question if your response to Q 1.4 is “Cancellation of
previous announcement”.

1.4f *Date of previous announcement to this cancellation
Answer this question if your response to Q 1.4 is “Cancellation of
previous announcement”.

1.5 *Date of this announcement 27/02/2023
1.6 *Class of +securities the subject of the buy-back:
Note: only one type of buy-back for one class of security can be
advised in this notification. If a buy-back extends to more than one
class of security, a separate notification is required for each class.
ASX Security Code: A2M
Security Description: Ordinary
Shares Fully Paid

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 2
I. Part 2 –Type of buy-back
Questio
n No.
Question Answer
2.1 *The type of buy-back is
Note this form is not required for minimum holding buy-backs (i.e.
buy-backs of unmarketable parcels). The only notification required
to ASX for a minimum holding buy-back is the lodgement of an
Appendix 3H within 5 business days of the completion of the
minimum holding buy-back notifying ASX of the cancellation of the
securities bought back in accordance with listing rule 3.8A.
☐ Employee share scheme buy-
back
☒ On-market buy-back
☐ Equal access scheme buy-
back
☐ Selective buy-back
☐ Other buy-back
Select one item.
Note: “Other buy-back” does not include
a minimum holding buy-back. The
section “Other buy-back” will generally
only be applicable to an entity
established outside Australia.
2.2 Please describe the type of buy-back
Answer this question if your response to Q 2.1 is “Other buy-back”.

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 3
II. Part 3 –Buy-back details
Part 3A – Details of +securities, price and reason
3A.1 *Total number of +securities on issue in the class of
+securities to be bought back
743,656,528
3A.2 *Total number of +securities proposed to be bought
back
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Selective buy-back” or “Other buy-back”.

3A.3 *Name of person or description of class of persons
whose +securities are proposed to be bought back
Answer this question if your response to Q 2.1 is “Selective buy-
back”.

3A.4
*Does the entity intend to buy back a minimum
number of +securities
Answer this question if your response to Q 2.1 is “On-market buy-
back”.
No
3A.4a *Minimum number of +securities intended to be
bought back.
Answer this question if your response to Q 2.1 is “On-market buy-
back” and your response to Q 3A.4 is “Yes”.

3A.5 *Does the entity intend to buy back a maximum
number of securities?
Answer this question if your response to Q 2.1 is “On-market buy-
back”
Yes
3A.5a *Maximum number of +securities proposed to be
bought back
Answer this question if your response to Q 2.1 is “On-market buy-
back” and your response to Q 3A.5 is “Yes”.
37,180,621
3A.6 *Name of broker or brokers who will offer to buy back
+securities on the entity’s behalf
Answer this question if your response to Q 2.1 is “On-market buy-
back”.
Goldman Sachs Australia Pty
Ltd
3A.7 *Percentage of +securities the entity will offer to buy
back
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.
%
3A.8 *Approximate total number of +securities that will be
bought back if all buy-back offers are accepted
(disregarding any rounding and restrictions on
foreign participation)
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.

3A.9 *Are the +securities being bought back for a cash
consideration?
Note: if the securities are being bought back for nil cash
consideration, answer this question “No”.
Yes
3A.9a *Is the price to be paid for +securities bought back
known?
Answer this question if your response to Q 3A.9 is “Yes”.
No
3A.9a(i) *In what currency will the buy-back consideration be
paid?
Answer this question if your response to Q 3A.9 is “Yes”.
Note: all prices below are to be expressed in this currency.
AUD – Australian Dollar

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 4
3A.9a(ii) *Buy-back price per +security
Answer this question if your response to Q 3A.9 is “Yes” and your
response to Q3A.9a is “Yes”.

3A.9a(iii) *Capital component of buy-back price per +security
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, your response to Q 3A.9 is “Yes” and your
response to Q3A.9a is “Yes”.

3A.9a(iv) *Dividend component of buy-back price per +security
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, your response to Q 3A.9 is “Yes” and your
response to Q3A.9a is “Yes”.

3A.9a(v) *Indicative buy-back price per +security
Answer this question if your response to Q2.1 is anything other
than “On-market buy-back”, your response to Q 3A.9 is “Yes” and
your response to Q3A.9a is “No”.
Please lodge an update to this form when the final buy-back price
is known.

3A.9b *Please describe the consideration being provided to
buy back the +securities
Answer this question if your response to Q3A.9 is “No”.

3A.10 *Do the buy-back terms allow for a scale-back?
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.
Yes or No
3A.10a *Please summarise the scale-back terms
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back” and your answer to Q 3A.10 is “Yes”.

3A.11 *What will be done with fractional entitlements?
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.
☐ Fractions rounded up to the
next whole number
☐ Fractions rounded down to
the nearest whole number or
fractions disregarded
☐ Fractions of 0.5 or more
rounded up
☐ Fractions over 0.5 rounded
up
☐ Not applicable
3A.12 *Reason for buy-back
Answer this question if your response to Q 2.1 is “Other buy-
back”.

3A.13 Please provide a URL for where the buy-back offer
document can be viewed online with offer
acceptance codes
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 5
III. Part 3B – Buy-back restrictions and conditions
3B.1 *Does the buy-back require security holder
approval?
Disregard any security holder approval that has already been
obtained.
No
3B.1a Type of security holder approval required
Answer this question if your response to Q 3B.1 is “Yes”.
Ordinary resolution or Special
resolution
3B.1b *Anticipated date of security holder meeting to
approve the buy-back
Answer this question if your response to Q 3B.1 is “Yes”.

3B.2
*Are there any restrictions on foreign participation in
the buy-back
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back”.
Yes or No
3B.2a *Please summarise the restrictions on foreign
participation
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back” and
your response to Q 3B.2 is “Yes”.

3B.2b
*For holdings in the name of a custodian or nominee,
will the foreign participation restrictions be applied to
the address of the custodian or nominee or the
address of the beneficial holder?
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back” and
your response to Q 3B.2 is “Yes”.
Custodian/ nominee
or
Beneficial holder
3B.3 *Are there any other conditions that need to be
satisfied before the buy-back offer becomes
unconditional
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Equal access scheme buy-back”, “Selective
buy-back” or “Other buy-back”
Yes or No
3B.3a *Please summarise the conditions
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Equal access scheme buy-back”, “Selective
buy-back” or “Other buy-back” and your response to Q 3B.3 is
“Yes”.

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 6
IV. Part 3C - Key dates
Employee Share Scheme, Selective and Other Buy-Backs
Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or
“Other buy-back”
3C.1 *Anticipated date buy-back will occur

On-market buy-back
Answer the questions in this part if your response to Q 2.1 is “On-market buy-back”
3C.2 *Proposed buy-back start date 05/10/2022
3C.3 *Proposed buy-back end date
Note: under ASIC Regulatory Guide 110, this date must be no
longer than 12 months after the receipt of any approval necessary
from security holders for the buy-back or, if no such approval is
required, 12 months after notice is given to ASIC of the buy-back
under the Corporations Act.
29/09/2023
Equal access scheme buy-back
Answer the questions in this part if your response to Q 2.1 is “Equal access scheme buy-back”
3C.4 *Buy-back announcement date
This is day 0 in the timetable for an equal access scheme buy-
back in section 11 of appendix 7A of the listing rules.
Note: If the buy-back requires security holder approval, that
approval must be obtained before day 0.

3C.5 *+Record date for participation in the offer
This is the date on which the register is closed to determine
entitlements to the buy-back and must be at least 4 business days
after the announcement date (day 4 in the timetable in section 11
of appendix 7A of the listing rules). Setting this date will pre-
populate a number of the date fields in the remainder of the
timetable below.
Note: The record date and ex date cannot be changed (including
to postpone or cancel them) any later than 12 noon Sydney time
on the day before the previous ex date advised to ASX.

3C.6 *Ex date
Trading in the securities commences on an “ex buy-back” basis.
This is the business day prior to the record date (day 3 in the
timetable in section 11 of appendix 7A of the listing rules).
Note: The record date and ex date cannot be changed (including
to postpone or cancel them) any later than 12 noon Sydney time
on the day before the previous ex date advised to ASX.

3C.7 *Buy-back offer open date

3C.8 *Last date for entity to send serially numbered
acceptance forms to persons entitled
This date must be no more than 3 business days after the record
date

3C.9 *Last day to extend the buy-back offer close date
This date is 5 business days before the offer close date

3C.10 *Buy-back offer closing date
This date must be not less than 15 business days after the record
date

3C.11 *Anticipated date buy-back will occur

3C.12 *Last day for entity to lodge a final buy-back notice
with ASX under listing rule 3.8A.
This date is no more than one business day after the buy-back
offer closing date

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 7
3C.13 *Last day for entity to update its register to cancel
the +securities bought back and to lodge an
Appendix 3H with ASX under listing rule 3.8A
notifying the number of +securities that have been
cancelled due to the buy-back.
This date is no more than 5 business days after the entity has
given the final buy-back notice to ASX.

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 8
V. Part 3D – Other information
3D.1 Any other information the entity wishes to notify to
ASX about the buy-back
Pursuant to ASX Listing Rule
7.36, the ASX has set the
following requirements:
1. For any on-market buy-back
of shares on ASX or Cboe
Australia, comply with Listing
Rules 7.29 and 7.33; and
2. For any on-market buy-back
of shares on NZX, comply with
Listing Rules 7.29 and 7.33 as if
the reference to ‘ASX’ in Listing
Rule 7.29 is replaced with ‘NZX’
and the definition of ‘volume
weighted average market price’
in Listing Rule 7.33 refers only to
the trading of securities on NZX.

Refer to the entity’s
announcement on 08 November
2022 for clarification of
information to be included in
daily buy-back notifications.

This appendix is available as an online form Appendix 3C
Notification of buy-back
+ See chapter 19 for defined terms
5 June 2021 Page 9
VI. Part 4 – Daily buy-back notification
Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal
access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.
A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of
trading on the business day after any day on which securities are bought back (per listing rule 3.8A).
4.1 *Date of this notification 27/02/2023
4.2 *Previous day on which +securities were bought back 24/02/2023

Before previous day On previous day
4.3 *Total number of
+securities bought back, or
in relation to which
acceptances have been
received
15,535,024 711,900
4.4 *Total consideration paid or
payable for the +securities
AUD 85,480,026.30 AUD 4,214,513.37
4.5 *Highest price paid
Answer these questions if your
response to Q 2.1 is “On-market
buy-back”.
*Date highest price was
paid: 15/12/2022
AUD 6.9600
4.6 *Lowest price paid
Answer these questions if your
response to Q 2.1 is “On-market
buy-back”.
*Date lowest price was
paid: 07/11/2022
AUD 5.4500
4.7 *Highest price allowed to be paid by entity on the
previous day under listing rule 7.33:
Answer this question if your response to Q 2.1 is “On-market buy-back”.
Note: Listing Rule 7.33 provides that a listed entity may only buy back
securities under an on-market buy-back at a price which is not more
than 5% above the volume weighted average market price for securities
in that class, calculated over the last 5 days on which sales in the
shares were recorded before the day on which the purchase under the
buy-back was made.
AUD 6.8177
4.8
*If the entity has disclosed an intention to buy back a
maximum number of +securities, the remaining number
of +securities to be bought back as at the end of the
previous day
Note: ASX has calculated this number for you based on previous
notifications. If it is not correct, please amend it to the correct number
and consider whether any updates need to be made to previous
notifications.
20,933,697
Introduced 05/06/21