Synlait Milk Limited logo

Notification of Lapse of Performance Share Rights

Capital Change9 March 2023SMLConsumer Staples

Capital Change Notice


Section 1: Issuer information

Name of issuer Synlait Milk Limited

NZX ticker code SML

Class of financial product Performance Share Rights (PSR)

ISIN (If unknown, check on NZX website) N/A

Currency $NZ

Section 2: Capital change details

Number issued/acquired/redeemed 462,634

Nominal value (if any) N/A

Issue/acquisition/redemption price per security PSRs are issued for nil

consideration

Nature of the payment (for example, cash or other consideration) N/A

Amount paid up (if not in full) N/A

Percentage of total class of Financial Products

issued/acquired/redeemed/ (calculated on the number of

Financial Products of the Class, excluding any Treasury Stock, in

existence)

1


52.6%

For an issue of Convertible Financial Products or Options, the

principal terms of Conversion (for example the Conversion price

and Conversion date and the ranking of the Financial Product in

relation to other Classes of Financial Product) or the Option (for

example, the exercise price and exercise date)

Each PSR converts on a 1:1 basis

for nil consideration into fully

paid ordinary shares, subject to

the participant remaining

employed and vesting of the

PSRs on a progressive scale

dependent on SML’s TSR and

EPS growth over a 3 year

vesting period. Vesting is also

subject to pro-rata scaling if the

total value of all PSRs vesting in

a given calendar year exceeds

5% of the increase in market

capitalisation over the vesting

period. Ordinary shares are

issued within 20 working days

of the Board determining the

extent of vesting of the PSRs.

PSRs rank behind SML’s

ordinary shares, are non-

transferable and have no voting

or other share rights and are

otherwise subject to the rules of

the SML Employee Share

Scheme and individual award

agreements.


1

The percentage is to be calculated immediately before the issue, acquisition, redemption, or conversion.

Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must be

identified here)

Issue of PSRs under the SML

Employee Share Scheme

Total number of Financial Products of the Class after the

issue/acquisition/redemption/Conversion (excluding Treasury

Stock) and the total number of Financial Products of the Class

held as Treasury Stock after the issue/acquisition/redemption.

879,749 performance share

rights.

In the case of an acquisition of shares, whether those shares are

to be held as treasury stock

N/A

Specific authority for the issue, acquisition, or redemption,

including a reference to the rule pursuant to which the issue,

acquisition, or redemption is made

Resolution of the Board and

Listing Rule 4.6.1

Terms or details of the issue, acquisition, or redemption (for

example: restrictions, escrow arrangements)

The grant of PSRs is made

under the SML Employee Share

Scheme as part of employee

remuneration. No cash

consideration is payable by the

employee on the grant of PSRs

or on the issue of fully paid

ordinary shares following

vesting of PSRs. As noted

above, vesting of PSRs is

subject to certain performance

hurdles, pro-rata scaling and

continued employment.

Date of issue/acquisition/redemption November 2022

Section 3: Authority for this announcement and contact person

Name of person authorised to make this announcement Grant Watson

Contact person for this announcement Hannah Lynch

Contact phone number 021 252 8990

Contact email address Hannah.lynch@synlait.com

Date of release through MAP 10 March 2023

---

This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 3.10.3A, 3.10.3B, 3.10.3C

+ See chapter 19 for defined terms

31 January 2020 Page 1

ME_178903299_1

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other

than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN)

for that class. Further information on the requirement for the notification of an ISIN is available from

the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*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 here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

Synlait Milk Limited (SML or Synlait)

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).

ARBN 614 984 655

1.3 *ASX issuer code SM1

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous

announcement

☐ A cancellation of a previous

announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A

reason must be provided for an update.

N/A

1.4b *Date of previous announcement to this

update

Mandatory only if “Update” ticked in Q1.4 above.

N/A

1.4c *Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.4d *Date of previous announcement to this

cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.

N/A

1.5 *Date of this announcement 10 March 2023

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 2

ME_178903299_1

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities the subject of this

notification are:

Select whichever item is applicable.

If you wish to notify ASX of different types of issues of

securities, please complete a separate Appendix 3G

for each type of issue.

☐ +Securities issued as a result of options

being exercised or other +convertible

+securities being converted and that are

not to be quoted on ASX

☐ Partly paid +securities that have been

fully paid up and that are not to be

quoted on ASX

☒ +Securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

☐ Other [please specify]

If you have selected ‘other’ please provide the

circumstances of the issue here:

2.2a.1 Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

“securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX”.


N/A

2.2a.2 And the date the options were exercised or

other +convertible securities were

converted:

Answer this question if your response to Q2.1 is

“securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

N/A

2.2b.1 Please state the number and type of partly

paid +securities that were fully paid up

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

“partly paid securities that have been paid up and that

are not to be quoted on ASX”.


N/A

2.2b.2

And the date the

+

securities were fully paid

up:

Answer this question if your response to Q2.1 is

“partly paid securities that have been paid up and that

are not to be quoted on ASX”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.


N/A

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 3

ME_178903299_1

2.2c.1

Please state the number and type of

+securities (including their ASX security

code) issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.


462,634 Performance Share Rights (PSR’s)

2.2c.2 *Please attach a document or provide

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a

summary of the terms.

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.


The grant of PSRs is made under the SML

Employee Share Scheme (a summary of

which is available in Synlait’s annual report

which is available at

https://www.synlait.com/investors. No cash

consideration is payable by the employee on

the grant of PSRs or on the issue of fully

paid ordinary shares following vesting of

PSRs.


Each PSR converts on a 1:1 basis for nil

consideration into fully paid ordinary shares

in Synlait, subject to the participant

remaining employed and vesting of the

PSRs on a progressive scale dependent on

SML’s TSR and EPS growth over a 3 year

vesting period. Vesting is also subject to

pro-rata scaling if the total value of all PSRs

vesting in a given calendar year exceeds

5% of the increase in market capitalisation

over the vesting period. Ordinary shares are

issued within 20 working days of the Board

determining the extent of vesting of the

PSRs. PSRs rank behind SML’s ordinary

shares, are non-transferable and have no

voting or other share rights and are

otherwise subject to the rules of the SML

Employee Share Scheme.


2.2c.3

*Are any of these +securities being issued

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.

Yes

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 4

ME_178903299_1

2.2c.3.a *Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are

not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table

below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the

KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP,

insert the name of the associate in “Name of registered holder”.


Name of KMP Name of registered holder

Number of +securities

Tim Carter Tim Carter 40,910

Agustin Cevallos Agustin Cevallos 22,940

Charles Fergusson Charles Fergusson 14,374

Suzan Horst Suzan Horst 33,596

Aaron Kenny Aaron Kenny 25,415

Glenn Laing Glenn Laing 24,782

Ruth Leary Ruth Leary 34,961

Nigel MacDonald Nigel MacDonald 44,185

Paul Mallard Paul Mallard 15,293

Adam Maxwell Adam Maxwell 29,822

Robert Stowell Robert Stowell 38,233

Grant Watson Grant Watson 68,820

Naiche Nogueria Naiche Nogueria 17,205

Mark Simpson Mark Simpson 19,909

Boyd Williams Boyd Williams 32,189


2.2d.1

*The purpose(s) for which the entity is

issuing the +securities is:

Answer this question if your response to Q2.1 is

“Other”.

You may select one or more of the items in the list.


☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered

[provide details below]

☐ Other [provide details below]

Additional details:


N/A

2.2d.2 Please provide any further information

needed to understand the circumstances in

which you are notifying the issue of these

+securities to ASX, including (if applicable)

why the issue of the +securities has not

been previously announced to the market

in an Appendix 3B

You must answer this question if your response to

Q2.1 is “Other”. If there is no other information to

provide, please answer “Not applicable” or “N/A”.

N/A

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 5

ME_178903299_1

2.3 *The +securities being issued are:

Tick whichever is applicable

☒ Additional +securities in an existing

unquoted class that is already recorded

by ASX ("existing class")

☐ New +securities in an unquoted class

that is not yet recorded by ASX ("new

class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question

No.


Question Answer

3A.1 *ASX security code & description SM1AA

SML performance share rights


3A.2 *Number of +securities being issued 462,634 PSRs

3A.3a *Will the +securities being issued rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

Yes, save for the vesting conditions which

apply to each grant of PSRs

3A.3b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3A.3a is

“No”.


N/A

3A.3c *Provide the actual non-ranking end date

Answer this question if your response to Q3A.3a is

“No” and your response to Q3A.3b is “Yes”.


N/A

3A.3d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3A.3a is

“No” and your response to Q3A.3b is “No”.


N/A

3A.3e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3A.3a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.


N/A

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question

No.

Question Answer

3B.1 *Security description

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 6

ME_178903299_1

3B.2 *Security type

Select one item from the list that best describes the

securities the subject of this form. This will determine

more detailed questions to be asked about the security

later in this section. Select “ordinary fully or partly paid

shares/units” for stapled securities or CDIs. For interest

rate securities, please select the appropriate choice

from either “Convertible debt securities” or “Non-

convertible debt securities”. Select “Other” for

performance shares/units and performance

options/rights or if the selections available in the list do

not appropriately describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-c onvertible +debt securities

☐ Redeemable preference shares/units

☐ Other

3B.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are issuing a new class of

securities other than CDIs. See also the note at the top

of this form.


3B.4 *Number of +securities being issued

3B.5a *Will all the +securities issued in this class

rank equally in all respects from the issue

date?

Yes or No

3B.5b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.5a is

“No”.

Yes or No

3B.5c *Provide the actual non-ranking end date

Answer this question if your response to Q3B.5a is

“No” and your response to Q3B.5b is “Yes”.


3B.5d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3B.5a is

“No” and your response to Q3B.5b is “No”.


3B.5e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q3B.5a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.


3B.6 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities

being issued

You may cross reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.


This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 7

ME_178903299_1

3B.7

*Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

Yes or No

3B.8a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+ Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.


*Will there be CDIs issued over the

+securities?

Yes or No

*CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).

X:Y

*Is it a partly paid class of +security? Yes or No

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be

called amount on any security considered ‘partly

paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).

X:Y

*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

Yes or No

3B.8b Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+ Security currency

This is the currency in which the exercise price is

payable.


*Exercise price

The price at which each option can be exercised and

convert into the underlying security. If there is no

exercise price please answer as $0.00.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).


*Expiry date

The date on which the options expire or terminate.

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 8

ME_178903299_1


*Details of the number and type of

+security (including its ASX security code if

the +security is quoted on or recorded by

ASX) that will be issued if an option is

exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)“.


3B.8c Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3B.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

*+ Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).


*Interest rate type

Select one item from the list

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

Frequency of coupon/interest payments

per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

First interest payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the

question above on the frequency of coupon/interest

payments


Interest rate per annum

Answer this question if the interest rate type is fixed.

% p.a.

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Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 9

ME_178903299_1


*Is the interest rate per annum estimated

at this time?

Answer this question if the interest rate type is fixed.

Yes or No

If the interest rate per annum is estimated,

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this

time.


*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed

Yes or No

*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is “Yes”.



*Does the interest rate include a margin

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.


Yes or No

*What is the margin above the reference

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is “Yes”.

% p.a.


*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

• “Not applicable” means s128F is not applicable to

this security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


*Is the +security perpetual (i.e. no maturity

date)?

Yes or No

*Maturity date

Answer this question if the security is not perpetual

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 10

ME_178903299_1


*Select other features applicable to the

+security

Up to 4 features can be selected. Further information

is available in the Guide to the Naming Conventions

and Security Descriptions for ASX Quoted Debt and

Hybrid Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?

Yes or No

*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.


Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert “1,000 fully paid ordinary

shares (ASX:ABC)“.


Part 4 – Issue details

Question

No.


Question Answer

4.1 *Have the +securities been issued yet? Yes

4.1a *What was their date of issue?

Answer this question if your response to Q4.1 is

“Yes”.


10 November 2022

4.1b *What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

N/A

4.2 *Are the +securities being issued for a

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question “No”.


No

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Please fill in and submit as a PDF announcement Notification of issue, conversion or

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+ See chapter 19 for defined terms

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4.2a

*In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

“Yes”.

N/A

4.2b *What is the issue price per +security

Answer this question if your response to Q4.2 is “Yes”

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as “No” and complete Q4.2c.

N/A

4.2c Please describe the consideration being

provided for the +securities

Answer this question if your response to Q4.2 is “No”.

Issued under Employee Share Scheme as

consideration for services provided by the

participant in their capacity as an employee

of Synlait

4.3 Any other information the entity wishes to

provide about the issue

Nil

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of

the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued

by the entity.

Restricted securities should be included in table 5.1.


5.1


*ASX security code and description *Total number of +securities on issue


SM1AA – SML Performance Share Rights





879,749

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 12

ME_178903299_1

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt

Listings do not need to complete this Part) and:

- your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted

on ASX”; or

- your response to Q2.1 is “Other”

Question

No.

Question Answer

6.1 *A re the securities being issued under

Listing Rule 7.2 exception 13

1

and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is

“securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX”.


Yes or No

6.2

*Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the response to Q6.1 is “No”.

Yes or No

6.2a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is “No”

and the response to Q6.2 is “Yes”.



6.2b *Are any of the +securities being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is “No”

and the response to Q6.2 is “No”.


Yes or No


1

Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

(a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and

the maximum number of equity securities proposed to be issued under the scheme were set out in the

prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

(b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as

an exception to this rule. The notice of meeting must have included:

• a summary of the terms of the scheme.

• the number of securities issued under the scheme since the entity was listed or the date of the last

approval under this rule;

• the maximum number of +equity securities proposed to be issued under the scheme following the

approval; and

• a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme

does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the

case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the

entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the

case of (b) above).

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

31 January 2020 Page 13

ME_178903299_1

6.2b.1

*How many +securities are being issued

without +security holder approval using the

entity’s 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is “No”,

the response to Q6.2 is “No” and the response to

Q6.2b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.



6.2c *Are any of the +securities being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is “No”

and the response to Q6.2 is “No”.


Yes, No or n/a

6.2c.1 *How many +securities are being issued

without +security holder approval using the

entity’s additional 10% placement capacity

under listing rule 7.1A?

Answer this question if the response to Q6.1 is “No”,

the response to Q6.2 is “No” and the response to

Q6.2c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.



Introduced 01/12/19; amended 31/01/20

---

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

NZX: SML

ASX: SM1



10 March 2023


Notification of Lapse of Performance Share Rights


Synlait Milk Limited (SML) notes that 57,518 Performance Share Rights, as described below, have lapsed:


• 57,518 Performance Share Rights issued on 2 October 2019.


Following the lapsing of those Performance Share Rights, there are 417,115 Performance Share Rights

remaining on issue by SML.


Authorised by:


Dahlia Kilkelly

Acting Director of People & Culture


For more information contact:

Hannah Lynch

Head of Corporate Affairs & Brand

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

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

NZX: SML

ASX: SM1



10 March 2023


Notification of Lapse of Performance Share Rights


Synlait Milk Limited (SML) notes that 74,456 Performance Share Rights, as described below, have lapsed:


• 14,659 Performance Share Rights issued on 24 November 2020.

• 27,608 Performance Share Rights issued on 9 November 2021.

• 32,189 Performance Share Rights issued on 10 November 2022.


Following the lapsing of those Performance Share Rights, there are 805,293 Performance Share Rights

remaining on issue by SML.


Authorised by:


Dahlia Kilkelly

Acting Director of People & Culture


For more information contact:

Hannah Lynch

Head of Corporate Affairs & Brand

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

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

NZX: SML

ASX: SM1



10 March 2023


Notification of Lapse of Performance Share Rights


Synlait Milk Limited (SML) notes that 39,576 Performance Share Rights, as described below, have lapsed:


• 13,462 Performance Share Rights issued on 24 November 2020.

• 26,114 Performance Share Rights issued on 9 November 2021.


Following the lapsing of those Performance Share Rights, there are 714,955 Performance Share Rights

remaining on issue by SML.


Authorised by:


Dahlia Kilkelly

Acting Director of People & Culture


For more information contact:

Hannah Lynch

Head of Corporate Affairs & Brand

P: +64 21 252 8990

E: hannah.lynch@synlait.com

---

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

NZX: SML

ASX: SM1



10 March 2023


Notification of Lapse of Performance Share Rights


Synlait Milk Limited (SML) notes that 50,762 Performance Share Rights, as described below, have lapsed:


• 17,378 Performance Share Rights issued on 24 November 2020.

• 33,384 Performance Share Rights issued on 9 November 2021.


Following the lapsing of those Performance Share Rights, there are 754,531 Performance Share Rights

remaining on issue by SML.


Authorised by:


Dahlia Kilkelly

Acting Director of People & Culture


For more information contact:

Hannah Lynch

Head of Corporate Affairs & Brand

P: +64 21 252 8990

E: hannah.lynch@synlait.com

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.

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