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FY23 Results and Annual Report

Annual Report20 August 2023ATMConsumer Staples

DRAFT Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)


Results for announcement to the market

Name of issuer The a2 Milk Company Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$ 1,592,870 10.1%

Total Revenue

$ 1,592,870 10.1%

Net profit/(loss) from

continuing operations

$ 155,638 26.9%

Total net profit/(loss)

$ 155,638 26.9%

Interim/Final Dividend

Amount per Quoted Equity

Security

The Company does not propose to pay a dividend for the year

ended 30 June 2023

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date No applicable


Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$ 1.40 $1.42

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For further information refer to the attached:

FY23 Annual Report

FY23 Results announcement / media release

FY23 Results commentary and FY24 Outlook

FY23 Results presentation

Authority for this announcement

Name of person authorised

to make this announcement

Jaron McVicar

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 21 August 2023


Audited financial statements accompany this announcement.

---

NZX Code: ATM
ASX Code: A2M



21 August 2023

NZX/ASX Market Release

The a2 Milk Company FY23 Results

Strong performance in a very challenging market


The a2 Milk Company (“the Company”, “a2MC”) today announces a strong FY23

1

result driven by execution of its growth

strategy which is mainly focused on capturing the full potential of the China infant milk formula (IMF) market. More specifically:

1. Full year result in line with the Company’s previous guidance with double digit revenue and earnings growth

2. Result driven by strong growth in China segment with sales up 38% and record market share in China label IMF

3. China brand health reached new highs driven by record levels of marketing investment increasing by 13% to $260m

4. Total IMF sales were up over 8% in a market that declined by 14% making a2MC a top-3 share gainer in the market

5. Successful SAMR re-registration of China label IMF product provides continued access to the domestic market

These results are particularly strong considering the very challenging market conditions in China. The China IMF market, which

accounts for almost 70% of a2MC’s sales, declined materially in FY23 reflecting volume declines driven by the rolling impact of

fewer newborns in recent years and a decline in average selling prices due to an increase in competitive intensity.

Financial results and outlook

2,3


• Revenue growth of 10.1% to $1,592.9 million

- China & Other Asia segment sales up 37.9%, ANZ sales down 30.2% due to an intentional change in distribution

strategy, USA sales up 27.1% and MVM sales up 9.2%

- IMF sales up 8.4% with China label sales up 27.8% and English label sales down 6.1%

4


- Liquid milk sales in ANZ and USA up 7.1% and 27.1% respectively

• EBITDA

5

up 11.8% to $219.3 million with an EBITDA to sales margin of 13.8% (up 0.2ppts)

• Net profit after tax (NPAT) including amounts attributable to non-controlling interests up 26.2% to $144.8 million with

$155.6 million

6

attributable to owners of the Company

• Basic earnings per share (EPS) up 28.7% to 21.2 cents

• On-market share buyback of $149.1 million completed with closing net cash

7

of $757.2 million

• Despite an expected double-digit decline in the China IMF market in FY24, the Company expects to increase market share

and achieve low single-digit Group revenue growth in FY24 and an EBITDA margin broadly in line with FY23 (see full

outlook statement in the ‘FY23 Results Commentary and Outlook’ announcement)

Operational highlights

• Reached new highs in China brand awareness, trial and loyalty metrics supported by new brand positioning, increased

investment, higher impact integrated marketing campaigns and always-on consumer engagement

• Achieved top-3 share gainer in China IMF market overall with record market share, particularly in China label IMF in

mother and baby stores (MBS) and domestic online (DOL) channels, and with China label sales exceeding English label

sales for the first time in FY23 supported by growth in lower tier cities

• Received approval from China’s State Administration for Market Regulation (SAMR) for the re-registration of a2MC’s

China label IMF product a2 至初®, formulated in line with China’s new GB standards enabling continued access to the

registered market that accounts for 85% of the total China IMF market (English label representing remaining 15%)


1

All references to full year (FY), halves (H) and quarters (Q) relate to the Company’s financial year, ending 30 June.

2

All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

3

All comparisons are with the 12 months ended 30 June 2022 (FY22), unless otherwise stated.

4

English and other labels IMF included in China & Other Asia and ANZ segments.

5

EBITDA is a non-GAAP measure and does not have a standardised meaning prescribed by GAAP. However, the Company believes that in combination with

GAAP measures, it assists in providing investors with a comprehensive understanding of the underlying operational performance of the business. A

reconciliation of EBITDA to net profit after tax is shown in the Company’s FY23 Investor Presentation (slide 55) dated 21 August 2023.

6

Excludes non-controlling interest in Mataura Valley Milk (MVM), a loss of $10.8 million.

7

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.



2

• Increased English label IMF market share in the cross-border e-commerce (CBEC) channel as the number 1 share gainer,

and increased market share in the combined offline-to-online (O2O) and Daigou channels

• Grew sales and improved online platform rankings in China label and English label IMF in the Double 11 and 618 key sales

events with reduced promotional activity and improved market pricing

• Ramped up innovation and supported growth through new product launches in all categories

• Improved business health key indicators, including improved market pricing and trade margins supporting the distribution

ecosystem, increased share of early-stage product sales, and IMF channel inventory and product freshness maintained at

target levels notwithstanding new GB product transition which is tracking to plan

• Extended exclusive import and distribution partnership with China State Farm Agribusiness (CSFA) for 5 years and entered

into a longer-term strategic co-operation agreement

• Achieved Enforcement Discretion and progressed long-term FDA approval process to sell IMF product in the USA and

significantly reduced USA operating losses

• Accelerated supply chain transformation, including increasing raw A1 protein free milk supply, completing the insourcing

of all a2

TM

branded milk powder products , completing production trials for the insourcing of certain a2

TM

IMF branded

product with manufacturing to start in 1H24, and commencing production trials for a new a2

TM

English label IMF range,

all with Mataura Valley Milk (MVM) and new supply partners

• Advanced sustainability programmes, including commencing the electrification of MVM from 100% renewable energy

sources, commenced on-farm methane inhibitor feasibility study, entered into a research agreement with Lincoln

University and developed a sustainable packaging roadmap

CEO commentary

The a2 Milk Company’s Managing Director and CEO, David Bortolussi said:

• “I’m proud of what our team has achieved this year, growing sales by 10% while the core China IMF market declined by

14% is a remarkable achievement.

• “Our China label IMF sales exceeded English label sales for the first time, and our total IMF sales were over $1.1 billion

making us a top-3 share gainer in the market overall.

• “Achieving re-registration of our China label IMF product recently was critical to maintaining access to the important

domestic market and we look forward to launching our new product in the coming months.

• “The Daigou market in English label IMF declined sharply again this year by almost 40% and we have pivoted further to

the more controlled channels which have performed better and where we continue to gain share.

• “We have re-invested more in our brand again this year driving further gains in China brand health metrics and supporting

future sales growth.

• “The China IMF market has become increasingly challenging as a result of lower birth rates and increased competitive

intensity. Notwithstanding, we are well positioned to continue to invest and grow share in FY24 to emerge in a stronger

position when the market recovers.”


Authorised for release by the Board of Directors


David Bortolussi

Managing Director and Chief Executive Officer

The a2 Milk Company Limited


For further information, please contact:


Investors / Analysts

David Akers

Group Head of Investor Relations and Sustainability

M +61 412 944 577

david.akers@a2milk.com



Anna Guan

Investor Relations Manager

M +61 430 166 872

anna.guan@a2milk.com

Media – New Zealand

Barry Akers

M +64 21 571 234

akers@senescallakers.co.nz

Media – other countries

Rick Willis

M +61 411 839 344

rick@networkfour.com.au

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NZX Code: ATM
ASX Code: A2M



21 August 2023

NZX/ASX Market Release

The a2 Milk Company

FY23 Results Commentary and Outlook

Group financial performance

1

,

2,3


The a2 Milk Company (“the Company”, “a2MC”) today announces its financial results for the year ended 30 June 2023. Key

results are as follows:


FY23 ($m) FY22 ($m) Variance (%)

Revenue 1,592.9 1,446.2 10.1%

EBITDA

4

219.3 196.2 11.8%

Net profit after tax

- Attributable to owners of the Company

155.6 122.6 26.9%

Basic earnings per share (EPS) (cents)

21.2 16.5 28.7%

Net cash

5

757.2 816.5 (7.3)%


The Company’s revenue for FY23 was up 10.1% driven by strong growth in the China & Other Asia segment up 37.9%, with the

USA and MVM segments also up 27.1% and 9.2% respectively, partially offset by a 30.2% decrease in the ANZ segment mainly

due to an intentional change in English label distribution strategy. Revenue growth slowed to 3.0% in 2H23 mainly due to a sharp

decline in English label IMF Daigou market value in 2H23 and cycling higher lockdown-driven sales in 4Q22. Higher revenue

growth of 18.6% in 1H23 was mainly due to China label IMF sales cycling lower sales in 1H22 due to channel rebalancing and USA

sales benefiting from 2H22 new product launches. Notwithstanding, an important milestone was achieved in FY23 with China &

Other Asia segment revenue exceeding $1 billion (representing 62.9% of total revenue) for the first time demonstrating the

importance of the Company’s China focused growth strategy.

Gross margin percentage

6

of 46.5% was 0.5 ppts higher reflecting benefits from a2 Platinum® English label refresh positioning

and distribution model changes and the cycling of other nutritional stock write-downs recognised in the prior year, partially

offset by unfavourable foreign exchange on cost of goods sold. Increases in farmgate milk pricing, raw materials, and other

inflationary pressures were mitigated by price rises and other cost saving initiatives. Gross margins in 2H23 were also impacted

by the timing of MVM sales which were weighted to the second half.

EBITDA increased by 11.8% to $219.3 million, primarily reflecting higher revenue and gross margin improvements. EBITDA

margin as a percentage of revenue increased to 13.8% (up 0.2ppts), with margin expansion achieved notwithstanding an

increase in marketing investment by 13.1% and Administrative and Other expenses increasing by 9.0%. Administrative and Other

expenses increased due to continued capability building (particularly in China and Supply Chain teams), further investment in

product innovation and science research projects, the timing of long-term incentives and increased travel costs post COVID-19.

Foreign exchange rates were volatile during the year. Group revenue benefited from favourable foreign exchange movements in

the order of $40 million, primarily in 1H23. However, the combined realised and unrealised foreign exchange impact on cost of

goods sold, administrative and other expenses on EBITDA was not material in part due to hedging.

Depreciation and amortisation was similar to prior year at $18.2 million, net interest income increased to $21.6 million due to

higher interest rates and the effective tax rate reduced to 35.0% primarily driven by the alignment of the accounting and tax

treatment of foreign exchange contracts. NPAT including amounts attributable to non-controlling interests was $144.8 million,

an increase of 26.2%. The non-controlling interests represent China Animal Husbandry Group’s (CAHG’s) 25% interest in MVM.

Excluding this loss of $10.8 million, NPAT attributable to owners of the Company was $155.6 million.


1

All references to full year (FY), halves (H) and quarters (Q) relate to the Company’s financial year, ending 30 June.

2

All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

3

All comparisons are with the 12 months ended 30 June 2022 (FY22), unless otherwise stated.

4

EBITDA is a non-GAAP measure and does not have a standardised meaning prescribed by GAAP. However, the Company believes that in combination with GAAP

measures, it assists in providing investors with a comprehensive understanding of the underlying operational performance of the business. A reconciliation of

EBITDA to net profit after tax is shown in the Company’s FY23 Investor Presentation (slide 55) dated 21 August 2023.

5

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

6

Gross margin percentage is calculated as sales less cost of goods sold, divided by sales.



2

The balance sheet remains in a strong position with closing cash and term deposits of $802.2 million and net cash of $757.2

million. The lower cash balance compared to June 2022 mostly reflects the $149 million used to execute the on-market share

buyback. In accordance with the Company’s Capital Allocation Framework, a2MC has decided to prioritise investment in growth

opportunities (focused on Supply Chain transformation) and balance sheet strength, ahead of returning further capital to

shareholders at this point in time but will continue to review this on a regular basis.

Inventory at the end of the period was $193.4 million, higher than at the end of 1H23, mainly due to stock building of China label

IMF inventory to accommodate the timing of new China GB registration and product transition, as well as a sharp decline in the

Daigou channel and the timing of Synlait supply which resulted in higher English label inventory at year end. Channel inventory

and product freshness remained at target levels across the business. The Company’s China label inventory levels and product

freshness at 30 June 2023 (96% of expiry dates >18 months from manufacturing date) were in line with Company’s plans for the

new GB product transition.

Excluding interest and tax, operating cash inflow was $127.4 million, representing cash conversion of 58%

7

which was, as

anticipated, lower than the prior period due to the catch-up of FY22 payments in China which were impacted by COVID-19

delays (outside the Company’s control) as well as prepayments for China label stock build to support transition.

China market update

8


The overall China IMF market declined 12.1% in volume and 14.4% in value in FY23. The decline in BCD cities exceeded Key&A

cities particularly in the second half, with Key&A market value decreasing by 13.1% in 2H23 and BCD market value decreasing by

18.3% in 2H23. The market decline reflected the decrease in newborns overall, socio-demographic differences between Key&A

and BCD cities, challenging macroeconomic conditions impacting retail sales, and increased competitive intensity and

promotional activity driven by excess industry capacity and the commencement of the market-wide transition to new GB

standards.

The number of newborns in China declined by 10.0% in CY22 to 9.6 million

9

which is likely to decline further in CY23 having

regard to various factors and data points, including socio-demographics, prevailing youth unemployment rates, recent marriage

numbers and pregnancy indicators. The Company still expects a post COVID-19 recovery in birth rates in the medium-term with

the longer-term birth rate inherently uncertain. The lower birth rate in CY22 along with the rolling impact of fewer births in prior

years reduced China IMF market Stage 3 sales (the biggest segment of the IMF market) in particular which declined by 20.6% in

2H23 and accelerated to be down 23.5% in 4Q23.

China label market value declined 14.9% in FY23 with 2H23 down 17.3%. The mother and baby stores MBS channel was down

12.7% in FY23 and domestic online (DOL) was down 4.5%. Within China label channels, a2MC continues to be supported by a mix

shift to the ultra-premium price segment (although this segment also declined in absolute terms in FY23), rapid growth of the A2

protein segment and increasing brand concentration with the top-10 brands now accounting for 77% of the total China label

market.

English label market value decline stabilised in FY23 down 14.0% with 2H23 down 11.5%. Within English label channels, the

Daigou channel experienced a sharp decline of 39.5% in FY23, while offline-to-online (O2O) was down 17.9% in FY23 and cross-

border e-commerce (CBEC) experienced sustained growth up 8.3%

10

, continuing the significant mix shift across English label

channels. a2MC’s distribution strategy is focused on continuing to develop the CBEC and O2O channels where it continues to

gain share.

In the context of challenging socio-demographic, macroeconomic and IMF market conditions, a2MC’s growth in FY23 in China

label IMF of 27.8% and total IMF of 8.4% was very encouraging.

Regional performance

1. China & Other Asia

Growth in value and volume of the China & Other Asia segment was driven by continued execution of the Company’s growth

strategy particularly in China label. Revenue of $1,002.2 million was up 37.9%, with EBITDA of $254.1 million up 75.1%. The

combination of increased investment and higher impact marketing campaigns had a positive impact on key brand health metrics

in 2H23, which in turn supported increased sales and market share. New highs in overall China brand health metrics were

achieved with total a2MC IMF prompted brand awareness increasing from 52% to 63%, unprompted brand awareness increasing

from 17% to 23% and top of mind brand awareness increasing from 7% to 9%, and trial and loyalty metrics increasing as well

11

.



7

Operating cash conversion defined as net cash flow from operating activities before interest and tax divided by EBITDA.

8

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities); unless otherwise stated.

9

China National Bureau of Statistics.

10

Smart Path China IMF online market tracking: for CBEC only retail sales (by value).

11

a2MC internal data based on the Company’s brand health tracking. Average brand health metrics for each financial year based on 3 surveys in FY21 and FY22,

and 2 surveys in FY23. Sample skews to a2MC target consumers ie higher income earners based in provinces / cities that are the focus of sales and marketing

activities.



3

China label IMF

The strong performance in China label IMF sales in 1H23 continued into 2H23 despite the declining market and heightened

volatility with the market transitioning to new GB products. Consumer demand for a2 至初® remained strong with market value

share improvement both in-store and online. Sales for a2 至初® China label IMF increased 27.8% to $559.3 million, with 2H23

sales up 16.0%. Growth was supported by continued strong execution of the Company’s growth strategy through same store

sales volume growth and favourable pricing and foreign exchange.

The strong performance was supported by significant marketing investment in brand building campaigns as well as innovative

consumer campaigns such as caravan tour roadshow events to drive brand awareness and trial in BCD cities, and a corporate

social responsibility campaign with Operation Smile to engage consumers with impact.

MBS weighted distribution increased as well as same store sales, driving growth in Key&A and BCD cities. Offline distribution

declined slightly to 25.9k stores at the end of June 2023 from 26.5k at the end of June 2022

12

. A significant number of store

closures occurred in the market during the period reflecting challenging retail and category conditions. The Company is building

share in national key accounts, pursuing regional key accounts, as well as targeting greater penetration of BCD cities, whilst

developing new strategies for accelerated growth in certain prioritised provinces.

Retail market value for the MBS channel was down 12.7% in FY23

13

, with 2H23 down 15.9%, reflecting challenging China IMF

market dynamics including store closures and increased discounting of old GB product prior to transitioning to new product.

a2MC’s market value share in MBS increased to 3.4% at the end of June 2023 compared with 3.0% at the end of June 2022,

making a2 至初® one of the fastest growing international brands within MBS in FY23.

Accelerating online growth is a strategic priority for China label IMF and performance in DOL is a key measure of success. Retail

market value for the DOL channel was down 4.5% in FY23

14

, with 2H23 down 13.6% cycling 4Q22 lockdown impacts. a2MC’s

market value share in DOL increased to 3.3% at the end of June 2023 compared with 2.5% at the end of June 2022, and was the

number 2 share gainer in the channel. Within this channel the Company’s share of early-stage product sales has increased

significantly as more users shift to online channels at all stages of their IMF lifecycle.

English label IMF

15


The China & other Asia segment benefited from continued execution of the Company’s English label IMF distribution strategy,

resulting in a further sales mix shift towards the CBEC channel, as well as improved brand health metrics following increased

investment as part of the a2 Platinum® English label refresh. Overall, English label IMF sales of $386.2 million were up 51.0%,

with 2H23 growing 37.3% on prior year.

a2MC continued to prioritise overall channel economics as part of its inventory management plan and promotional activity in

CBEC. English label sales during key sales events were up moderately, with market pricing across CBEC platforms and reseller

channels at target levels, and emerging platforms seeing stronger growth from a lower base. Platform rankings on mainstream

platforms were maintained or improved in the Double 11 and 618 sales events, and a2MC ranks as one of the leading IMF

players on Douyin (TikTok).

The Company is focused on CBEC growth and building digital marketing and e-commerce capability to further improve its

execution which is having an impact, particularly on new user recruitment. Retail sales for the overall CBEC channel were up

8.3% in FY23

16

. Despite market value growth in 2H23 slowing to 2.9% from 13.8% in 1H23, a2MC’s was the number 1 share

gainer in CBEC with market value share increasing to 22.6% at the end of June 2023 compared with 19.4% at June 2022. Similar

to DOL, a2MC’s share of early-stage product sales also increased significantly in CBEC which is becoming increasingly important

relative to the Daigou channel.

Liquid milk and other nutritional products

Sales of liquid milk in China & Other Asia segment were up 36.7% to $15.2 million and revenue from other nutritional products

was also up 87.9% to $41.4 million, benefitting from stronger execution, brand awareness and mix shift from ANZ channels to

CBEC. The strong performances in these categories were supported by increased marketing investment through brand building

campaigns.

2. Australia and New Zealand

The Australia and New Zealand (ANZ) segment result was driven by lower IMF sales to ANZ resellers / Daigou due to an

intentional change in a2MC’s distribution strategy, partially offset by the positioning and pricing benefit associated with the a2

Platinum® refresh. Overall, ANZ sales volumes were down with segment revenue of $371.7 million, down 30.2%, and EBITDA of

$93.5 million, down 46.0%.



12

a2MC internal data tracking of stores with active sales in the past 6 months.

13

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY23 versus FY22.

14

Smart Path China IMF online market tracking: domestic online platform sales (by value). FY23 versus FY22.

15

English label IMF includes sales via CBEC, Korea, and Hong Kong Resellers.

16

Smart Path China IMF online market tracking: for CBEC only retail sales (by value). 12-month rolling share. FY23 versus FY22.



4

IMF resellers and retail

With Daigou channel market value down 39.5% in FY23

17

and the change to the Company’s English label distribution strategy in

2H22, IMF reseller and retail sales decreased 50.6% to $162.5 million. The Company has proactively changed its English label

distribution model to more controlled channels and to more transparent and performance-based distribution partnerships in all

channels. These declines were partially offset by a significant increase in sales to CBEC (see commentary in China & Other Asia

above). Whilst the Company’s English label IMF focus going forward is likely to be on CBEC and O2O given the recent evolving

dynamics, it will also continue to support the Daigou channel through multi-channel consumer marketing campaigns and reseller

trade support programmes.

Development of the O2O channel has also been a key focus area for English label distribution. In 2H23, the Company entered

into a new partnership with one of the leading distributors in China and is focused on improving share in O2O key accounts,

long-tail O2O and Pop accounts complementing certain Company led initiatives. Results relating to this partnership in the future

will be reflected in the China & Other Asia segment.

In 2H23, while the O2O channel market value was down 15.7%, its trajectory improved versus 1H23, and a2MC’s channel market

share increased significantly at the end of June 2023 versus last year

18

.

Due to sample size, data classification and associated volatility reasons, the Company focuses more on its combined O2O and

Daigou channel market share based on Kantar survey data which is the only source of market share data for these channels.

Based on this data, a2MC’s market share in the O2O and Daigou channel increased to 20.8% at the end of June 2023 versus

19.5% at the end of June 2022

19

.

Liquid milk and other nutritional products

Australian liquid milk sales were up by 7.1% to $184.1 million, with 2H23 growth of 8.5%, driven by a full 6-month contribution

from price increases taken in 1H23 in response to higher raw milk prices and other input and logistics cost increases, favourable

foreign currency movements plus continued strong performance from the launch of a2 Milk® Lactose Free.

This result was partly offset by consumption volume declines impacted by increased cost of living, as well as several challenges

within the supply chain network impacting on-shelf availability. a2 Milk® Lactose Free (launched in August 2022) has performed

ahead of expectations, with sales supported by distribution expansion into Queensland, South Australia and Tasmania in 2H23.

This saw market share in the lactose free segment in initial launch cities (New South Wales and Victoria) increase to 18.4%

20

in

June 2023 compared with 12.3% in December 2022.

a2MC recorded market value share of 11.3% at the end of June 2023

21

versus 12.4% at the end of June 2022. This result was

impacted by consumers trading down due to wider macroeconomic factors, as well as the prior comparable period (primarily

1H22) benefitting from strong in-home consumption from COVID-19 lockdowns. The current market share is broadly similar to

pre-COVID-19 levels, with a2MC’s MAT market volume share increasing from 6.6% in January 2020 to 6.8% at June 2023

22

.

Whilst market volume for liquid milk increased during the COVID-19 lockdown period, it decreased 4.5% from January 2020 to

June 2023. Pleasingly, three a2 Milk® products achieved rankings in the top-10 products in the dairy category in Grocery.

Consistent with IMF, revenue for other nutritional products was also impacted by the channel mix shift to CBEC, declining 21.4%

to $25.1 million.

3. USA

Accelerating the path to profitability in the USA by FY25/FY26 is a strategic priority for the Company. During FY23, USA

profitability improved through a combination of higher revenue growth from both core range and new products, as well as cost

reduction initiatives. As a result, USA revenue increased 27.1% to $105.1 million while EBITDA losses were reduced to $23.3

million compared with a loss of $36.7 million in FY22.

Sales growth was driven by a modest increase in core liquid milk volumes, contribution from new products, pricing and

favourable foreign exchange movements. Sales in 2H23 were broadly in line with the first half, as the Company reduced

promotional spend. Despite this a2MC’s market value share in the premium milk category for the Grocery channel increased

from 2.0% in June 2022 to 2.3% in June 2023

23

.

The lower EBITDA loss was mainly due to revenue growth, less promotional activity, improved input costs and distribution rates,

lower marketing spend and reduced SG&A costs. Whilst reduced marketing investment led to a lower level of brand awareness,

household penetration increased and brand loyalty and equity ratings improved. The Company has recently changed the

management team in the USA and there will be a greater focus on profitability going forward.



17

Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.

18

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). 12-month rolling share. FY23 versus FY22.

19

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). 12-month rolling share. FY23 versus FY22.

20

IRI Scan Data NSW and VIC Month ending 30 June 2023.

21

IRI Australian Grocery Weighted Scan 12-months ending 30 June 2023.

22

IRI Australian Grocery scan Weighted Scan MAT.

23

SPINS data for the Grocery channel only for the 52 weeks ending 30 June 2023 and 30 June 2022.



5

In November 2022, the Company received confirmation from the FDA that its application for enforcement discretion to import,

sell and distribute a2 Platinum® IMF product from New Zealand into the USA had been approved. a2MC is pursuing longer term

FDA approval of a2 Platinum® whilst carefully considering market entry options. A small amount of product has been produced

recently to facilitate FDA required clinical studies and distribution trials during FY24.

4. Mataura Valley Milk

Accelerating MVM’s path to profitability by FY26 or earlier is also a strategic priority. During FY23, the Company accelerated

execution of its supply chain transformation strategy, including increasing raw A1 protein free milk supply, completing the

insourcing of all a2 Milk® Whole and Skim milk powder products, completing production trials for insourcing of certain IMF

product with manufacturing to commence in 1H24, and commencing production trials for a new English label IMF range, all with

MVM and new blending and canning partners prior to installing similar capability at MVM.

Revenue of $113.9 million

24

and an EBITDA loss of $26.5 million were recorded for the period. The higher revenue reflected 12-

months under a2MC ownership versus 11-months in FY22 (due to acquisition timing) net of intercompany sales of $32.3 million

during the current period. EBITDA loss of $26.5 million, compared to a reported loss of $18.8 million in FY22 (or a loss of $23.2

million on a pro-forma unaudited basis for 12-months). The slightly higher EBITDA loss was due to the timing of sales in a volatile

commodity and FX environment; reduced demand from third-party customers in China; increased investment in capability

(including management changes), significant product development trials; and investment to support future nutritional powder

production.

Sustainability progress

a2MC’s sustainability strategy is focused on taking action on climate change, achieving nature positive outcomes, supporting

thriving farms, utilising more sustainable packaging and supporting communities in need. The Company has previously

communicated its Planet-related goals, including achieving Scope 1 and 2 net zero emissions by 2030 and Scope 3 by 2040. The

Company is pleased to announce that it has refined its Scope 3 reduction ambition to include an interim goal to reduce

emissions intensity by 30% by 2030.

The Company made significant progress on implementing its Sustainability strategy during FY23. In 2H23, MVM commenced the

installation of a new high-pressure electrode boiler and the full electrification of the site supplied by 100% renewable energy

such as hydro and wind, which is a first in the New Zealand market that will substantially reduce a2MC’s total Scope 1 and 2

emissions close to net zero. To accelerate addressing Scope 3 emissions, the Company commenced an on-farm methane

inhibitor pilot in Australia with additional studies and a commercial trial planned for FY24. The Company completed its first two

nature risk and opportunity assessments covering two regions in New Zealand, Canterbury and Southland, where the largest A1

protein free milk pools supplying the Company are based. a2MC also entered into an environmental research agreement with

Lincoln University, continued to roll out its Farmer Environmental Plan programme, and increased its support for its Farmer

Grant programmes.

Strategy execution update

The Company has progressively refreshed its strategy and execution framework over the past couple of years. At the a2MC’s

Investor Day in October 2021, the Company communicated its people, planet, consumer and shareholder related goals, outlined

its five strategic priorities and highlighted key enablers to execution. Consistent with its strategy, the Company will continue to

focus on capturing the full potential of China IMF as well as ramping up innovation to pursue opportunities in adjacent

categories and new markets.

From a shareholder goal perspective, the Company outlined its medium-term financial ambition to grow revenue to $2 billion

over 5 or more years from FY21 and to target EBITDA margins in the “teens”. In doing so, the Company highlighted the key risks

to achieving these goals and that the path is unlikely to be linear. At that time, the Company also stated that EBITDA margins

could possibly increase to the “low-to-mid 20s” in the medium-to-long term subject to higher than expected market recovery,

English label channel growth and market share gains.

a2MC has made solid progress towards these financial goals with revenue growing from $1,207 million in FY21 to $1,593 million

in FY23, and EBITDA margins increasing from 10.2% in FY21 to 13.8% in FY23. Over this period, market conditions have been

more challenging than expected with the total China IMF market value down 17.4% – China label down 16.0% and English label

down 24.7%

25

. a2MC has increased its share of the overall China IMF market significantly from 4.9% in FY21 to 5.7%

26

in FY23

and remains on track to achieve its revenue goal of $2 billion. At this stage, it is unlikely that EBITDA margins will increase to the

“low-to-mid 20s” in the foreseeable future due to market conditions and outlook. Notwithstanding, the Company remains

committed to an EBITDA margin goal in the “teens” targeting year-on-year improvement.

In terms of people, planet and consumer goals, a2MC has specific non-financial measures of success that were also

communicated to the market at its October 2021 Investor Day. The Company has also made substantial progress on achieving

these goals, including: improving safety metrics and employee engagement; accelerating its sustainability programmes as noted

above; and from a consumer point of view it has improved brand health, increased market share and ramped up innovation.


24

Revenue excluding intercompany sales.

25

Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.

26

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). 12-month rolling share. FY23 versus FY22.



6

In addition to its strategic goals, last year a2MC updated its Purpose and Vision and shared this in the Company’s 2022 Annual

Report. The Company’s purpose is to “Pioneer the future of Dairy for Good” with a vision of creating “An A1-free world where

Dairy nourishes all People and our Planet” which has provided a north star and greater emotional connection for the a2MC team

and stakeholders as to why the Company exists and the world it is endeavouring to create.

More recently during 2023, the Company has refreshed its Values and associated Standards of Behaviour which provide a

cultural framework and clarity around how team members should execute the Company’s strategy individually and collectively.

The Company’s new values framework is expressed through the “BOLD” acronym standing for Bold Passion, Ownership and

Agility, Leading Constructively and Disruptive Thinking. The refreshed Values and Standards of behaviour build on what has

contributed to a2MC’s success in the past and emphasises areas that will be key to executing our strategy, living our purpose and

achieving our vision and goals.

Executive Leadership Team renewal

There have been significant Executive Leadership Team renewal over the last two years, with all ELT members either new to the

Company or in expanded roles. During the year there were a number of new appointments. David Muscat was appointed to the

role of Chief Financial Officer, having previously served in CFO roles in Australia and Europe, bringing significant experience in

the consumer and retail sectors in various international markets, including China. Chopin Zhang joined with over 35 years of

experience in supply chain management, including significant experience in China and New Zealand IMF having most recently

served as CEO at Yashili from 2017 to 2020. Chopin's primary focus includes transforming the Company's supply chain to enable

further market access, insourcing, innovation, and growth, which is a key aspect of its refreshed growth strategy.

Additionally, there have been several internal appointments later in the financial year. Kevin Bush, previously Executive General

Manager – ANZ, has recently been appointed to the role of Managing Director – USA. Kevin's main focus is driving growth

through innovation and accelerating the path to profitability in the USA. Eleanor Khor, previously Chief Strategy Officer, has

taken on an expanded role, adding the leadership of a2MC's ANZ business as Managing Director – ANZ and Strategy. Eleanor's

focus is on expanding the business in ANZ through innovation, with particular attention to realising the full potential of the new

a2 Milk

TM

Lactose-free product.

FY24 Outlook

Market conditions

China IMF market conditions are uncertain but likely to become more challenging in FY24 with a further double-digit decline in

market value expected. This is due to volume declines driven by the rolling impact of fewer newborns in recent years on later

stage IMF products, and a lower number of newborns expected in CY23 due to the lagged impact of COVID-19 prior to an

expected increase in CY24. In addition, it is expected that average selling prices will remain under pressure due to an increase in

competitive intensity driven by the market-wide transition to new GB product, excess manufacturing capacity and challenging

macroeconomic conditions.

Business and category sales

The Company will continue to execute its growth strategy in FY24, focusing on growing share in China IMF as well as

commercialising opportunities in adjacent categories and new markets.

The Company expects to continue to gain market share in IMF, with growth dependent on the extent of market share gains in a

declining market. China label is expected to outperform English label, and overall IMF growth is expected to be 2H24 weighted

as the Company manages the transition to its new China label product primarily in 1H24, and due to English label cycling a

relatively strong prior period in 1H23.

The Company expects growth in other nutritional products and modest growth in ANZ and USA liquid milk. USA IMF sales are

expected to be immaterial. MVM sales are expected to decline significantly due to increased levels of insourcing and lower GDT

market pricing.

Key financials

Due to the expected market conditions outlined above, a broad range of sales outcomes is possible. At this stage, the Company

is expecting low single-digit revenue growth in FY24.

FY24 gross margin (% of sales) is expected to be similar to FY23, with cost of goods sold headwinds related to China label IMF re-

formulation and upgraded packaging, ingredients and packaging inflationary pressures, foreign exchange changes, product and

channel mix impacts, and higher Australian farmgate milk pricing – offset by price increases, lower New Zealand farmgate milk

pricing for IMF, MVM internalisation benefits and cost mitigation initiatives.

The Company plans to increase its brand investment in FY24 in line with sales growth to support its new China label product

launch and growth. Administration & Other expenses are expected to be similar to FY23.

The Company expects EBITDA margin (% of revenue) to be broadly in line with FY23.

Operational cash conversion is expected to be higher in FY24 partly supported by an incremental reduction in inventory cover,

and capital expenditure is expected to increase to approximately $26 million mainly due to the Kyabram facility upgrade and

MVM electrification projects.



7

Key risks

In addition to the challenges noted above and trading upside and downside, other risks include, but are not limited to, residual

COVID-19 impacts on supply and demand, new China label product transition, volume impact of price increases, cross border

trade, foreign exchange movements, changes in interest rates, farmgate milk pricing and other commodity prices, and changes

in the regulatory environment. These challenges and risks could materially impact expected revenue and earnings outcomes.




Authorised for release by the Board of Directors


David Bortolussi

Managing Director and Chief Executive Officer

The a2 Milk Company Limited


For further information, please contact:


Investors / Analysts

David Akers

Group Head of Investor Relations and Sustainability

M +61 412 944 577

david.akers@a2milk.com



Anna Guan

Investor Relations Manager

M +61 430 166 872

anna.guan@a2milk.com

Media – New Zealand

Barry Akers

M +64 21 571 234

akers@senescallakers.co.nz

Media – other countries

Rick Willis

M +61 411 839 344

rick@networkfour.com.au

---

2023
Annual

Report

The a2 Milk Company

We pioneer the future

of Dairy for good

* Attributable to owners of the Company.
** Including term deposits and borrowings, excluding subordinated

non-current shareholder loans.

The a2 Milk Company has

made significant progress

in FY23 towards its

strategic goals

NET CASH

$757 million

**

REVENUE

INFANT MILK FORMULA (IMF) LIQUID MILK OTHER

$1,207m

FY21

$914m$1,022m$1,108m

$241m

$265m

$304m

$52m

$159m

$181m

$1,446m

FY22

$1,593m

FY23

EBITDANPAT

*

EPS

$m

$m

$m

$m

$m

$m

c

c

c

FY21FY21FY21FY22FY22FY22FY23FY23FY23

Chair's letter 2
CEO's year in review 4

Building a sustainable growth business 14

Who we are 15

What we do 16

How we create value 18

What makes us unique 20

Our strategy 21

Our reporting approach 24

Progress towards our goals 25

Risks and opportunities 50

Corporate governance 60

Governance 60

Directors 64

Executive Leadership Team 66

Remuneration 68

Financial statements 76

Company disclosures 135


Contents

ANNUAL REPORT 20231

Chair’s
letter

David Hearn

Dear Shareholder,

On behalf of your Board, I am delighted to announce the continued

strong performance of The a2 Milk Company in FY23. Throughout

the year, the Company has demonstrated an unwavering

commitment to executing our growth strategy, delivering strong

results and several important achievements. I am particularly proud

of this given the very challenging macroeconomic landscape and

external headwinds we are facing in key markets.

We have embraced our refreshed purpose to pioneer the future

of dairy for good and our vision to create an A1-free world where

dairy nourishes all people and our planet. These guiding principles

are now living through our business, guiding the Company to

execute our goals more effectively in the years ahead.

Delivering results on a consistent basis is the hallmark of building

successful businesses. Therefore, I am pleased to note that the

results that we have delivered in FY23 are in line with the medium-

term ambitions we have set for the business. In particular, our

strategic China label infant milk formula (IMF) brand, a2

至初

®

,

was the standout performer, delivering another year of double-

digit growth. It is also encouraging that, despite significant market

contractions, the work we are doing to support our English label

IMF business has laid a good foundation for continued progress in

the future.

During the year, we also achieved a number of important

regulatory milestones. We are incredibly pleased to have received

confirmation of re-registration from China’s State Administration

for Market Regulation (SAMR) for our upgraded China label IMF

product in June 2023. The achievement of this re-registration has

been an enormous team effort over a number of years. Our team’s

dedication, resilience and expertise during this journey has been

extraordinary, and I am incredibly proud of every member of the

a2MC team involved in this achievement.

I would like to acknowledge the support we received from SAMR,

New Zealand’s Ministry for Primary Industries, our strategic partners

in China, China National Agriculture Development Group Co., Ltd

and China State Farm Agribusiness (CSFA), and our manufacturing

partner, Synlait and its major shareholder Bright Dairy, throughout

the process. During the year we also renewed our exclusive import

and distribution arrangements with CSFA for a further five years.

We are pleased that CSFA will remain the exclusive import agent

for our China label IMF product.

These significant milestones highlight the strength of our

relationships with strategic partners in China and our shared

confidence in the future. The approval provides us with continued

access to China’s substantial registered domestic IMF market, which

remains the key focus of our growth strategy. It also allows us to

continue building on the strong brand trust and loyalty we have

developed with Chinese families over the past decade.

During the year, we also received confirmation from the US Food

and Drug Administration (FDA) that our application for temporary

permission to import, sell and distribute a2 Platinum

®

IMF product

from New Zealand into the USA was approved. While the USA

represents a significant opportunity to develop our brand in the

IMF category over the long-term, the FDA application process for

permanent approval to import and sell IMF product remains a

challenging process and timeframe.

In addition to strong financial performance and key regulatory

decisions, we also undertook an important capital management

activity during the year. Exiting the previous fiscal year with

improving confidence in our strategy and execution and

having determined that the Company had surplus capital to

our requirements in the short-term, we announced we would

undertake an on-market share buyback. We commenced this in

the first half of FY23 and completed the NZ$149 million buyback

programme in the second half.

Our capital management framework continues to prioritise

investments in growth initiatives and maintaining balance sheet

flexibility ahead of shareholder capital returns. The business has

increased its supply chain transformation focus during the year with

new leadership and structure, increased in-sourcing and progressed

other growth capital expenditure projects supporting our long-term

strategic growth goals. However, when there is capital surplus to

achieving these priorities, we will make a disciplined assessment

of the potential to return capital to shareholders and the most

appropriate option to do so.

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresCEO’s year in review

THE a2 MILK COMPANY2

Chair’s letter

On behalf of the Board, I sincerely thank David Bortolussi, our
Managing Director and Chief Executive Officer, for his leadership

and impactful contribution to executing our strategy in very

challenging market conditions. At the Executive Leadership Team

(ELT) level, there have been a number of changes during the year,

including the appointment of David Muscat as Chief Financial

Officer and Chopin Zhang as Chief Supply Chain Officer, the role

expansion for Eleanor Khor as Managing Director – ANZ and

Strategy and Kevin Bush taking on the role of Managing Director

– USA. I thank David Bortolussi, the ELT and every member of the

a2MC team in all our regions for their contributions this year.

We have also made significant progress with regard to Board

renewal during the year, delivering on succession plans for long

serving directors and announcing new appointments.

In November 2022, I announced my intention to stand down as a

Director and Chair of the Board at the Annual Meeting in November

2023, following almost ten years with the Company. As a result, Pip

Greenwood, who has now been on the Board for over four years,

was unanimously elected to replace me as the Chair. Pip has the

skills and experience to lead the Board and I am delighted to hand

over the reins to such an outstanding director.

During the year we also announced that Julia Hoare, the Company’s

Deputy Chair, would step down from the Board after over nine

years of service. On behalf of the Board, I would like to express our

sincere appreciation for Julia’s outstanding service throughout her

tenure at The a2 Milk Company. Julia’s commitment and dedication

have been instrumental in the Company’s success, and we are

grateful for her invaluable contribution over the years.

Kate Mitchell was appointed to the Board in June 2023 and has

taken over as Audit and Risk Management Committee Chair. Kate

has significant governance experience and is currently Chair of The

New Zealand Merino Company and Link Engine Management and a

director of Heartland Group Holdings, Farm Right, and Christchurch

International Airport, for which she also serves as Chair of the Risk,

Audit & Finance Committee.

We also appointed David Wang to the Board during the year.

David brings extensive expertise across the Asia-Pacific region in

manufacturing and supply chain with over 30 years’ experience in

industrial and consumer goods businesses, including 15 years in

senior executive leadership roles in China and international markets.

I would like to extend my gratitude to all my fellow Directors for

their efforts and significant contributions during the past year. Their

expertise, guidance, and tireless work have played a vital role in

shaping our strategic direction and ensuring the Company’s growth

and prosperity.

Reflecting on the past decade for The a2 Milk Company, it has been

a truly extraordinary journey. It has been my privilege to have been

a Director and Chair of your Company through this transformative

period. As the pioneer and leader of the A2 protein category, we

have transformed from a fresh milk business in Australia to a global

nutritional dairy products company. We have developed a leading

brand in the China IMF market, the largest IMF market in the

world. We faced, and continue to face, a rapidly evolving business

landscape and uncertain times, including the global pandemic that

not only shifted the business environment for us but the entire

global economy from supply chain through to end consumer

behaviours, as well as several regulatory changes that disrupted

the industry we operate in. Together, we adapted, pivoted, and

continued to work through these challenges to be successful.

Looking ahead, the Company is well-positioned to achieve its

strategic goals and thrive to seize additional market opportunities in

the future. Your Board and the ELT are committed to the Company’s

purpose and vision. The strategy is in place and, with a continued

disciplined approach to execution, will continue to gain traction.

To you, our shareholders, thank you for your trust and support. To

our customers, thank you for your loyalty. To our strategic partners,

thank you for your long-term support and collaboration. We are

committed to delivering value for shareholders and positively

impacting the world – to pioneer the future of dairy for good.

I look forward to seeing you at the Annual Meeting in November,

which will be my last. In the meantime, I wish you and your family

the best of health.

Yours faithfully,

David Hearn

Chair

20 August 2023

ANNUAL REPORT fiflfi 3

CEO’S YEAR IN REVIEW - DAVID BORTOLUSSI
Strong performance in a

very challenging market

The Company’s revenue for FY23 was up 10.1% driven

by strong growth in the China & Other Asia segment

up 37.9%, with the USA and MVM segments also up.

Group financial performance

1,2,3

The a2 Milk Company (“the Company”, “a2MC”) today announces its financial results for the year ended

30 June 2023. Key results are as follows:

FY23 ($M)FY22 ($M)VARIANCE (%)

Revenue1,592.91,446.210.1%

EBITDA

4

219.3196.211.8%

Net profit after tax

- Attributable to owners of the Company

155.6122.626.9%

Basic earnings per share (EPS) (cents)21.216.528.7%

Net cash

5

757.2816.5(7.3)%

The Company’s revenue for FY23 was up 10.1% driven by strong growth in the China & Other Asia segment

up 37.9%, with the USA and MVM segments also up 27.1% and 9.2% respectively, partially offset by a

30.2% decrease in the ANZ segment mainly due to an intentional change in English label distribution strategy.

Revenue growth slowed to 3.0% in 2H23 mainly due to a sharp decline in English label IMF Daigou market

value in 2H23 and cycling higher lockdown-driven sales in 4Q22. Higher revenue growth of 18.6% in 1H23

was mainly due to China label IMF sales cycling lower sales in 1H22 due to channel rebalancing and USA sales

benefiting from 2H22 new product launches. Notwithstanding, an important milestone was achieved in FY23

with China & Other Asia segment revenue exceeding $1 billion (representing 62.9% of total revenue) for the

first time demonstrating the importance of the Company’s China focused growth strategy.

1 All references to full year (FY), halves (H) and quarters (Q) relate to the Company’s financial year, ending 30 June.

2 All figures are in New Zealand Dollars (NZ$), unless otherwise stated.

3 All comparisons are with the 12 months ended 30 June 2022 (FY22), unless otherwise stated.

4 EBITDA is a non-GAAP measure and does not have a standardised meaning prescribed by GAAP. However, the Company believes

that in combination with GAAP measures, it assists in providing investors with a comprehensive understanding of the underlying

operational performance of the business. A reconciliation of EBITDA to net profit after tax is shown in the Company’s FY23 Investor

Presentation (slide 55) dated 21 August 2023.

5 Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letter

THE a2 MILK COMPANY4

CEO’s year in review

“ We reached new highs in
China brand awareness,

trial and loyalty metrics

and were a top-3 share

gainer in the China IMF

market overall, with

record market share.”

5ANNUAL REPORT 2023

OPERATIONAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS

$1,593m

Revenue 10.1%

$156m

NPAT attributable to owners

of the Company

26.9%

$219m

EBITDA 11.8%

21.2c

Earnings per share

28.7%

$149m

Share buyback completed

$757m

*

Net cash

Brand health

Reached new highs in China brand

health metrics

Innovation

Ramped up innovation through new

product launches in all categories

Top-3 share gainer

Achieved top-3 share gainer in China

IMF market overall

China State Farm

Extended exclusive partnership with

China State Farm Agribusiness

SAMR

Received new GB brand

re-registration

Sustainability

Advanced sustainability programmes

across climate, nature and packaging

* Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

6THE a2 MILK COMPANY

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

CEO’S YEAR IN REVIEW CONTINUED

“ We are pleased to have
received approval from

China’s State Administration

for Market Regulation for the

re-registration of our China

label IMF product a2 至初®.”

Gross margin percentage

6

of 46.5% was 0.5 ppts higher reflecting

benefits from a2 Platinum

®

English label refresh positioning and

distribution model changes and the cycling of other nutritional

stock write-downs recognised in the prior year, partially offset by

unfavourable foreign exchange on cost of goods sold. Increases

in farmgate milk pricing, raw materials, and other inflationary

pressures were mitigated by price rises and other cost saving

initiatives. Gross margins in 2H23 were also impacted by the

timing of MVM sales which were weighted to the second half.

EBITDA increased by 11.8% to $219.3 million, primarily reflecting

higher revenue and gross margin improvements. EBITDA margin

as a percentage of revenue increased to 13.8% (up 0.2ppts),

with margin expansion achieved notwithstanding an increase in

marketing investment by 13.1% and Administrative and Other

expenses increasing by 9.0%. Administrative and Other expenses

increased due to continued capability building (particularly in

China and Supply Chain teams), further investment in product

innovation and science research projects, the timing of long-term

incentives and increased travel costs post COVID-19.

Foreign exchange rates were volatile during the year. Group

revenue benefited from favourable foreign exchange movements

in the order of $40 million, primarily in 1H23. However, the

combined realised and unrealised foreign exchange impact on

cost of goods sold, administrative and other expenses on EBITDA

was not material in part due to hedging.

Depreciation and amortisation was similar to prior year at $18.2

million, net interest income increased to $21.6 million due to

higher interest rates and the effective tax rate reduced to 35.0%

primarily driven by the alignment of the accounting and tax

treatment of foreign exchange contracts. NPAT including amounts

attributable to non-controlling interests was $144.8 million, an

increase of 26.2%. The non-controlling interests represent China

Animal Husbandry Group’s (CAHG’s) 25% interest in MVM.

Excluding this loss of $10.8 million, NPAT attributable to owners

of the Company was $155.6 million.

6 Gross margin percentage is calculated as sales less cost of goods sold, divided by sales.

7 Operating cash conversion defined as net cash flow from operating activities before interest and tax divided by EBITDA.

The balance sheet remains in a strong position with closing

cash and term deposits of $802.2 million and net cash of

$757.2 million. The lower cash balance compared to June 2022

mostly reflects the $149 million used to execute the on-market

share buyback. In accordance with the Company’s Capital

Allocation Framework, a2MC has decided to prioritise investment

in growth opportunities (focused on Supply Chain transformation)

and balance sheet strength, ahead of returning further capital to

shareholders at this point in time but will continue to review this

on a regular basis.

Inventory at the end of the period was $193.4 million, higher

than at the end of 1H23, mainly due to stock building of China

label IMF inventory to accommodate the timing of new China

GB registration and product transition, as well as a sharp decline

in the Daigou channel and the timing of Synlait supply which

resulted in higher English label inventory at year end. Channel

inventory and product freshness remained at target levels across

the business. The Company’s China label inventory levels and

product freshness at 30 June 2023 (96% of expiry dates >18

months from manufacturing date) were in line with Company’s

plans for the new GB product transition.

Excluding interest and tax, operating cash inflow was

$127.4 million, representing cash conversion of 58%

7

which was,

as anticipated, lower than the prior period due to the catch-up

of FY22 payments in China which were impacted by COVID-19

delays (outside the Company’s control) as well as prepayments for

China label stock build to support transition.

ANNUAL REPORT 20237

China market update
8

The overall China IMF market declined 12.1% in volume and

14.4% in value in FY23. The decline in BCD cities exceeded

Key&A cities particularly in the second half, with Key&A market

value decreasing by 13.1% in 2H23 and BCD market value

decreasing by 18.3% in 2H23. The market decline reflected the

decrease in newborns overall, socio-demographic differences

between Key&A and BCD cities, challenging macroeconomic

conditions impacting retail sales, and increased competitive

intensity and promotional activity driven by excess industry

capacity and the commencement of the market-wide transition

to new GB standards.

The number of newborns in China declined by 10.0% in CY22

to 9.6 million

9

which is likely to decline further in CY23 having

regard to various factors and data points, including socio-

demographics, prevailing youth unemployment rates, recent

marriage numbers and pregnancy indicators. The Company still

expects a post COVID-19 recovery in birth rates in the medium-

term with the longer-term birth rate inherently uncertain. The

lower birth rate in CY22 along with the rolling impact of fewer

births in prior years reduced China IMF market Stage 3 sales (the

biggest segment of the IMF market) in particular which declined

by 20.6% in 2H23 and accelerated to be down 23.5% in 4Q23.

China label market value declined 14.9% in FY23 with 2H23

down 17.3%. The MBS channel was down 12.7% in FY23

and DOL was down 4.5%. Within China label channels, a2MC

continues to be supported by a mix shift to the ultra-premium

price segment (although this segment also declined in absolute

terms in FY23), rapid growth of the A2 protein segment and

increasing brand concentration with the top-10 brands now

accounting for 77% of the total China label market.

8 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities); unless otherwise stated.

9 China National Bureau of Statistics.

10 Smart Path China IMF online market tracking: for CBEC only retail sales (by value).

11 a2MC internal data based on the Company’s brand health tracking. Average brand health metrics for each financial year based on 3 surveys in FY21 and FY22, and

2 surveys in FY23. Sample skews to a2MC target consumers ie higher income earners based in provinces / cities that are the focus of sales and marketing activities.

English label market value decline stabilised in FY23 down 14.0%

with 2H23 down 11.5%. Within English label channels, the

Daigou channel experienced a sharp decline of 39.5% in FY23,

while O2O was down 17.9% in FY23 and CBEC experienced

sustained growth up 8.3%

10

, continuing the significant mix shift

across English label channels. a2MC’s distribution strategy is

focused on continuing to develop the CBEC and O2O channels

where it continues to gain share.

In the context of challenging socio-demographic, macroeconomic

and IMF market conditions, a2MC’s growth in FY23 in China label

IMF of 27.8% and total IMF of 8.4% was very encouraging.

Regional performance

1. China & Other Asia

Growth in value and volume of the China & Other Asia segment

was driven by continued execution of the Company’s growth

strategy particularly in China label. Revenue of $1,002.2 million

was up 37.9%, with EBITDA of $254.1 million up 75.1%. The

combination of increased investment and higher impact marketing

campaigns had a positive impact on key brand health metrics in

2H23, which in turn supported increased sales and market share.

New highs in overall China brand health metrics were achieved

with total a2MC IMF prompted brand awareness increasing from

52% to 63%, unprompted brand awareness increasing from 17%

to 23% and top of mind brand awareness increasing from 7% to

9%, and trial and loyalty metrics increasing as well

11

.

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letter

THE a2 MILK COMPANY8

CEO’s year in review

CEO’S YEAR IN REVIEW CONTINUED

“ Our strong performance was supported
by significant marketing investment in

brand building campaigns as well as

innovative trade activation initiatives.”

China label IMF

The strong performance in China label IMF sales in 1H23

continued into 2H23 despite the declining market and heightened

volatility with the market transitioning to new GB products.

Consumer demand for a2

至初

®

remained strong with market

value share improvement both in-store and online. Sales for

a2

至初

®

China label IMF increased 27.8% to $559.3 million,

with 2H23 sales up 16.0%. Growth was supported by continued

strong execution of the Company’s growth strategy through

same store sales volume growth and favourable pricing and

foreign exchange.

The strong performance was supported by significant marketing

investment in brand building campaigns as well as innovative

consumer campaigns such as caravan tour roadshow events to

drive brand awareness and trial in BCD cities, and a corporate

social responsibility campaign with Operation Smile to

engage consumers with impact.

MBS weighted distribution increased as well as same store sales,

driving growth in Key&A and BCD cities. Offline distribution

declined slightly to 25.9k stores at the end of June 2023 from

26.5k at the end of June 2022

12

. A significant number of store

closures occurred in the market during the period reflecting

challenging retail and category conditions. The Company is

building share in national key accounts, pursuing regional key

accounts, as well as targeting greater penetration of BCD cities,

whilst developing new strategies for accelerated growth in certain

prioritised provinces.

Retail market value for the MBS channel was down 12.7% in

FY23

13

, with 2H23 down 15.9%, reflecting challenging China

IMF market dynamics including store closures and increased

discounting of old GB product prior to transitioning to new

product. a2MC’s market value share in MBS increased to 3.4%

at the end of June 2023 compared with 3.0% at the end of June

2022, making a2

至初

®

one of the fastest growing international

brands within MBS in FY23.

12 a2MC internal data tracking of stores with active sales in the past 6 months.

13 Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY23 versus FY22.

14 Smart Path China IMF online market tracking: domestic online platform sales (by value). FY23 versus FY22.

15 English label IMF includes sales via CBEC, Korea, and Hong Kong Resellers.

16 Smart Path China IMF online market tracking: for CBEC only retail sales (by value). 12-month rolling share. FY23 versus FY22.

Accelerating online growth is a strategic priority for China label

IMF and performance in DOL is a key measure of success. Retail

market value for the DOL channel was down 4.5% in FY23

14

,

with 2H23 down 13.6% cycling 4Q22 lockdown impacts. a2MC’s

market value share in DOL increased to 3.3% at the end of June

2023 compared with 2.5% at the end of June 2022, and was

the number 2 share gainer in the channel. Within this channel

the Company’s share of early-stage product sales has increased

significantly as more users shift to online channels at all stages of

their IMF lifecycle.

English label IMF

15

The China & other Asia segment benefited from continued

execution of the Company’s English label IMF distribution strategy,

resulting in a further sales mix shift towards the CBEC channel,

as well as improved brand health metrics following increased

investment as part of the a2 Platinum

®

English label refresh.

Overall, English label IMF sales of $386.2 million were up 51.0%,

with 2H23 growing 37.3% on prior year.

a2MC continued to prioritise overall channel economics as part of

its inventory management plan and promotional activity in CBEC.

English label sales during key sales events were up moderately,

with market pricing across CBEC platforms and reseller channels

at target levels, and emerging platforms seeing stronger growth

from a lower base. Platform rankings on mainstream platforms

were maintained or improved in the Double 11 and 618 sales

events, and a2MC ranks as one of the leading IMF players on

Douyin (TikTok).

The Company is focused on CBEC growth and building digital

marketing and e-commerce capability to further improve its

execution which is having an impact, particularly on new user

recruitment. Retail sales for the overall CBEC channel were up

8.3% in FY23

16

. Despite market value growth in 2H23 slowing

to 2.9% from 13.8% in 1H23, a2MC’s was the number 1 share

gainer in CBEC with market value share increasing to 22.6% at

the end of June 2023 compared with 19.4% at June 2022. Similar

to DOL, a2MC’s share of early-stage product sales also increased

significantly in CBEC which is becoming increasingly important

relative to the Daigou channel.

ANNUAL REPORT 20239

Liquid milk and other nutritional products
Sales of liquid milk in China & Other Asia segment were up

36.7% to $15.2 million and revenue from other nutritional

products was also up 87.9% to $41.4 million, benefitting from

stronger execution, brand awareness and mix shift from ANZ

channels to CBEC. The strong performances in these categories

were supported by increased marketing investment through brand

building campaigns.

2. Australia and New Zealand

The Australia and New Zealand (ANZ) segment result was

driven by lower IMF sales to ANZ resellers / Daigou due to an

intentional change in a2MC’s distribution strategy, partially offset

by the positioning and pricing benefit associated with the a2

Platinum

®

refresh. Overall, ANZ sales volumes were down with

segment revenue of $371.7 million, down 30.2%, and EBITDA of

$93.5 million, down 46.0%.

IMF resellers and retail

With Daigou channel market value down 39.5% in FY23

17

and

the change to the Company’s English label distribution strategy

in 2H22, IMF reseller and retail sales decreased 50.6% to

$162.5 million. The Company has proactively changed its English

label distribution model to more controlled channels and to more

transparent and performance-based distribution partnerships in

all channels. These declines were partially offset by a significant

increase in sales to CBEC (see commentary in China & Other

Asia above). Whilst the Company’s English label IMF focus going

forward is likely to be on CBEC and O2O given the recent evolving

dynamics, it will also continue to support the Daigou channel

through multi-channel consumer marketing campaigns and

reseller trade support programmes.

Development of the O2O channel has also been a key focus area

for English label distribution. In 2H23, the Company entered into

a new partnership with one of the leading distributors in China

and is focused on improving share in O2O key accounts, long-

tail O2O and Pop accounts complementing certain Company led

initiatives. Results relating to this partnership in the future will be

reflected in the China & Other Asia segment.

In 2H23, while the O2O channel market value was down 15.7%,

its trajectory improved versus 1H23, and a2MC’s channel market

share increased significantly at the end of June 2023 versus

last year

18

.

Due to sample size, data classification and associated volatility

reasons, the Company focuses more on its combined O2O and

Daigou channel market share based on Kantar survey data

which is the only source of market share data for these channels.

Based on this data, a2MC’s market share in the O2O and Daigou

channel increased to 20.8% at the end of June 2023 versus

19.5% at the end of June 2022

19

.

17 Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.

18 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). 12-month rolling share. FY23 versus FY22.

19 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). 12-month rolling share. FY23 versus FY22.

20 IRI Scan Data NSW and VIC Month ending 30 June 2023.

21 IRI Australian Grocery Weighted Scan 12-months ending 30 June 2023.

22 IRI Australian Grocery scan Weighted Scan MAT.

23 SPINS data for the Grocery channel only for the 52 weeks ending 30 June 2023 and 30 June 2022.

Liquid milk and other nutritional products

Australian liquid milk sales were up by 7.1% to $184.1 million,

with 2H23 growth of 8.5%, driven by a full 6-month contribution

from price increases taken in 1H23 in response to higher raw milk

prices and other input and logistics cost increases, favourable

foreign currency movements plus continued strong performance

from the launch of a2 Milk

®

Lactose Free.

This result was partly offset by consumption volume declines

impacted by increased cost of living, as well as several challenges

within the supply chain network impacting on-shelf availability.

a2 Milk

®

Lactose Free (launched in August 2022) has performed

ahead of expectations, with sales supported by distribution

expansion into Queensland, South Australia and Tasmania in

2H23. This saw market share in the lactose free segment in initial

launch cities (New South Wales and Victoria) increase to 18.4%

20


in June 2023 compared with 12.3% in December 2022.

a2MC recorded market value share of 11.3% at the end

of June 2023

21

versus 12.4% at the end of June 2022. This

result was impacted by consumers trading down due to wider

macroeconomic factors, as well as the prior comparable period

(primarily 1H22) benefitting from strong in-home consumption

from COVID-19 lockdowns. The current market share is broadly

similar to pre-COVID-19 levels, with a2MC’s MAT market volume

share increasing from 6.6% in January 2020 to 6.8%

22

at June

2023. Whilst market volume for liquid milk increased during the

COVID-19 lockdown period, it decreased 4.5% from January

2020 to June 2023. Pleasingly, three a2 Milk

®

products achieved

rankings in the top-10 products in the dairy category in Grocery.

Consistent with IMF, revenue for other nutritional products was

also impacted by the channel mix shift to CBEC, declining 21.4%

to $25.1 million.

3. USA

Accelerating the path to profitability in the USA by FY25/

FY26 is a strategic priority for the Company. During FY23, USA

profitability improved through a combination of higher revenue

growth from both core range and new products, as well as cost

reduction initiatives. As a result, USA revenue increased 27.1% to

$105.1 million while EBITDA losses were reduced to $23.3 million

compared with a loss of $36.7 million in FY22.

Sales growth was driven by a modest increase in core liquid milk

volumes, contribution from new products, pricing and favourable

foreign exchange movements. Sales in 2H23 were broadly in

line with the first half, as the Company reduced promotional

spend. Despite this a2MC’s market value share in the premium

milk category for the Grocery channel increased from 2.0% in

June 2022 to 2.3% in June 2023

23

.

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letter

THE a2 MILK COMPANY10

CEO’s year in review

CEO’S YEAR IN REVIEW CONTINUED

The lower EBITDA loss was mainly due to revenue growth, less
promotional activity, improved input costs and distribution rates,

lower marketing spend and reduced SG&A costs. Whilst reduced

marketing investment led to a lower level of brand awareness,

household penetration increased and brand loyalty and equity

ratings improved. The Company has recently changed the

management team in the USA and there will be a greater focus

on profitability going forward.

In November 2022, the Company received confirmation from the

FDA that its application for enforcement discretion to import, sell

and distribute a2 Platinum

®

IMF product from New Zealand into

the USA had been approved. a2MC is pursuing longer term FDA

approval of a2 Platinum

®

whilst carefully considering market entry

options. A small amount of product has been produced recently

to facilitate FDA required clinical studies and distribution trials

during FY24.

4. Mataura Valley Milk

Accelerating MVM’s path to profitability by FY26 or earlier is

also a strategic priority. During FY23, the Company accelerated

execution of its supply chain transformation strategy, including

increasing raw A1 protein free milk supply, completing the

insourcing of all a2 Milk™ Whole and Skim milk powder products,

completing production trials for insourcing of certain IMF product

with manufacturing to commence in 1H24, and commencing

production trials for a new English label IMF range, all with MVM

and new blending and canning partners prior to installing similar

capability at MVM.

Revenue of $113.9 million

24

and an EBITDA loss of $26.5 million

were recorded for the period. The higher revenue reflected

12-months under a2MC ownership versus 11-months in

FY22 (due to acquisition timing) net of intercompany sales

of $32.3 million during the current period. EBITDA loss of

$26.5 million, compared to a reported loss of $18.8 million in

FY22 (or a loss of $23.2 million on a pro-forma unaudited basis

for 12-months). The slightly higher EBITDA loss was due to the

timing of sales in a volatile commodity and FX environment;

reduced demand from third-party customers in China; increased

investment in capability (including management changes),

significant product development trials; and investment to

support future nutritional powder production.

24 Revenue excluding intercompany sales.

Sustainability progress

a2MC’s sustainability strategy is focused on taking action on

climate change, achieving nature positive outcomes, supporting

thriving farms, utilising more sustainable packaging and supporting

communities in need. The Company has previously communicated

its Planet-related goals, including achieving Scope 1 and 2 net zero

emissions by 2030 and Scope 3 by 2040. The Company is pleased

to announce that it has refined its Scope 3 reduction ambition

to include an interim goal to reduce emissions intensity by 30%

by 2030.

The Company made significant progress on implementing its

Sustainability strategy during FY23. In 2H23, MVM commenced

the installation of a new high-pressure electrode boiler and the

full electrification of the site supplied by 100% renewable energy

such as hydro and wind, which is a first in the New Zealand market

that will substantially reduce a2MC’s total Scope 1 and 2 emissions

close to net zero. To accelerate addressing Scope 3 emissions,

the Company commenced an on-farm methane inhibitor pilot in

Australia with additional studies and a commercial trial planned

for FY24. The Company completed its first two nature risk and

opportunity assessments covering two regions in New Zealand,

Canterbury and Southland, where the largest A1 protein free milk

pools supplying the Company are based. a2MC also entered into

an environmental research agreement with Lincoln University,

continued to roll out its Farmer Environmental Plan programme,

and increased its support for its Farmer Grant programmes.

“ We advanced our

sustainability

programmes, including

commencing the

electrification of MVM

from 100% renewable

energy sources

and an on-farm

methane inhibitor

feasibility study.”

ANNUAL REPORT 202311

Strategy execution update
The Company has progressively refreshed its strategy and execution

framework over the past couple of years. At the a2MC’s Investor Day

in October 2021, the Company communicated its people, planet,

consumer and shareholder related goals, outlined its five strategic

priorities and highlighted key enablers to execution. Consistent with

its strategy, the Company will continue to focus on capturing the full

potential of China IMF as well as ramping up innovation to pursue

opportunities in adjacent categories and new markets.

From a shareholder goal perspective, the Company outlined its

medium-term financial ambition to grow revenue to $2 billion

over 5 or more years from FY21 and to target EBITDA margins in

the “teens”. In doing so, the Company highlighted the key risks

to achieving these goals and that the path is unlikely to be linear.

At that time, the Company also stated that EBITDA margins could

possibly increase to the “low-to-mid 20s” in the medium-to-long

term subject to higher than expected market recovery, English label

channel growth and market share gains.

a2MC has made solid progress towards these financial goals with

revenue growing from $1,207 million in FY21 to $1,593 million

in FY23, and EBITDA margins increasing from 10.2% in FY21 to

13.8% in FY23. Over this period, market conditions have been

more challenging than expected with the total China IMF market

value down 17.4% – China label down 16.0% and English label

down 24.7%

25

. a2MC has increased its share of the overall China

IMF market significantly from 4.9% in FY21 to 5.7%

26

in FY23 and

remains on track to achieve its revenue goal of $2 billion. At this

stage, it is unlikely that EBITDA margins will increase to the “low-

to-mid 20s” in the foreseeable future due to market conditions

and outlook. Notwithstanding, the Company remains committed

to an EBITDA margin goal in the “teens” targeting year-on-year

improvement.

25 Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.

26 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). 12-month rolling share. FY23 versus FY22.

In terms of people, planet and consumer goals, a2MC has specific

non-financial measures of success that were also communicated

to the market at its October 2021 Investor Day. The Company has

also made substantial progress on achieving these goals, including:

improving safety metrics and employee engagement; accelerating

its sustainability programmes as noted above; and from a consumer

point of view it has improved brand health, increased market share

and ramped up innovation.

In addition to its strategic goals, last year a2MC updated its Purpose

and Vision and shared this in the Company’s 2022 Annual Report.

The Company’s purpose is to “Pioneer the future of Dairy for

Good” with a vision of creating “An A1-free world where Dairy

nourishes all People and our Planet” which has provided a north

star and greater emotional connection for the a2MC team and

stakeholders as to why the Company exists and the world it is

endeavouring to create.

More recently during 2023, the Company has refreshed its

Values and associated Standards of Behaviour which provide a

cultural framework and clarity around how team members should

execute the Company’s strategy individually and collectively.

The Company’s new values framework is expressed through the

“BOLD” acronym standing for Bold Passion, Ownership and Agility,

Leading Constructively and Disruptive Thinking. The refreshed

Values and Standards of behaviour build on what has contributed

to a2MC’s success in the past and emphasises areas that will be

key to executing our strategy, living our purpose and achieving our

vision and goals.

“ We will continue to focus on capturing

the full potential of China IMF as well

as ramping up innovation to pursue

opportunities in adjacent categories

and new markets.”

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letter

THE a2 MILK COMPANY12

CEO’s year in review

12

CEO’S YEAR IN REVIEW CONTINUED

Executive Leadership Team renewal
There have been significant Executive Leadership Team renewal

over the last two years, with all ELT members either new to the

Company or in expanded roles. During the year there were a

number of new appointments. David Muscat was appointed to

the role of Chief Financial Officer, having previously served in CFO

roles in Australia and Europe, bringing significant experience in

the consumer and retail sectors in various international markets,

including China. Chopin Zhang joined with over 35 years of

experience in supply chain management, including significant

experience in China and New Zealand IMF having most recently

served as CEO at Yashili from 2017 to 2020. Chopin’s primary

focus includes transforming the Company’s supply chain to enable

further market access, insourcing, innovation, and growth, which

is a key aspect of its refreshed growth strategy.

Additionally, there have been several internal appointments later

in the financial year. Kevin Bush, previously Executive General

Manager – ANZ, has recently been appointed to the role of

Managing Director – USA. Kevin’s main focus is driving growth

through innovation and accelerating the path to profitability in the

USA. Eleanor Khor, previously Chief Strategy Officer, has taken on

an expanded role, adding the leadership of a2MC’s ANZ business

as Managing Director – ANZ and Strategy. Eleanor’s focus is on

expanding the business in ANZ through innovation, with particular

attention to realising the full potential of the new a2 Milk™

Lactose-free product.

FY24 Outlook

Market conditions

China IMF market conditions are uncertain but likely to become

more challenging in FY24 with a further double-digit decline in

market value expected. This is due to volume declines driven by

the rolling impact of fewer newborns in recent years on later

stage IMF products, and a lower number of newborns expected

in CY23 due to the lagged impact of COVID-19 prior to an

expected increase in CY24. In addition, it is expected that average

selling prices will remain under pressure due to an increase in

competitive intensity driven by the market-wide transition to

new GB product, excess manufacturing capacity and challenging

macroeconomic conditions.

Business and category sales

The Company will continue to execute its growth strategy in

FY24, focusing on growing share in IMF as well as commercialising

opportunities in adjacent categories and new markets.

The Company expects to continue to gain market share in China

IMF, with growth dependent on the extent of market share gains

in a declining market. China label is expected to outperform

English label, and overall IMF growth is expected to be 2H24

weighted as the Company manages the transition to its new

China label product primarily in 1H24, and due to English label

cycling a relatively strong prior period in 1H23.

The Company expects growth in other nutritional products and

modest growth in ANZ and USA liquid milk. USA IMF sales are

expected to be immaterial. MVM sales are expected to decline

significantly due to increased levels of insourcing and lower GDT

market pricing.

Key financials

Due to the expected market conditions outlined above, a broad

range of sales outcomes is possible. At this stage, the Company is

expecting low single-digit revenue growth in FY24.

FY24 gross margin (% of sales) is expected to be similar to FY23,

with cost of goods sold headwinds related to China label IMF re-

formulation and upgraded packaging, ingredients and packaging

inflationary pressures, foreign exchange changes, product and

channel mix impacts, and higher Australian farmgate milk

pricing – offset by price increases, lower New Zealand farmgate

milk pricing for IMF, MVM internalisation benefits and cost

mitigation initiatives.

The Company plans to increase its brand investment in FY24 in

line with sales growth to support its new China label product

launch and growth. Administration & Other expenses are expected

to be similar to FY23.

The Company expects EBITDA margin (% of revenue) to be

broadly in line with FY23.

Operational cash conversion is expected to be higher in FY24

partly supported by an incremental reduction in inventory cover,

and capital expenditure is expected to increase to approximately

$26 million mainly due to the Kyabram facility upgrade and MVM

electrification projects.

Key risks

In addition to the challenges noted above and trading upside

and downside, other risks include, but are not limited to, residual

COVID-19 impacts on supply and demand, new China label

product transition, volume impact of price increases, cross border

trade, foreign exchange movements, changes in interest rates,

farmgate milk pricing and other commodity prices, and changes

in the regulatory environment. These challenges and risks could

materially impact expected revenue and earnings outcomes.

David Bortolussi

Managing Director and Chief Executive Officer

20 August 2023

ANNUAL REPORT 202313

Building a
sustainable

growth business

THE a2 MILK COMPANY14

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Who we are
The a2 Milk Company is a dairy

nutritionals company, fuelled by

its purpose to pioneer the

future of dairy for good.

The Company was founded in 2000 in New Zealand by scientist

Dr Corran (Corrie) McLachlan and his business partner, Howard

Paterson, who recognised that not all milk is the same. Dr Corrie

McLachlan joined Sir Robert (Bob) Elliot – who had earlier

discovered that proteins in milk affect people differently – to

pioneer research to understand these differences better.

Originally all cows’ milk contained only A2 beta-casein protein.

The A1 protein arose through a genetic mutation over many

years. Today, most regular milk contains a mixture of A1 and

A2-type beta-casein proteins. Results of several published

peer-reviewed human clinical trials have shown that A1 protein

can cause digestion issues for some people. A scientific and

proprietary way to identify cows that naturally produce A1 protein

free milk was also discovered.

Today, a2MC continues to pioneer this science and research,

bringing A1 protein free milk to the world, allowing more

consumers to enjoy its unique digestive and other potential

health benefits.

The Company produces a portfolio of products made with

milk from specially selected cows that naturally produce milk

containing only A2-type beta-casein protein and no A1. These

products include fresh milk, ultra-heat treatment (UHT) milk,

extended shelf life (ESL) milk, infant milk formula (IMF), plain milk

powders (including instant whole and skim milk powder), fortified

milk powders providing nutrition for children and pregnant

women and other dairy nutritional products primarily for the

New Zealand, Australia, China and North America markets.

The Company’s primary business activities are:

©China and Other Asia: Sales of China label and English label

IMF, liquid milk and other nutritional products in offline stores

and domestic and cross-border e-commerce channels.

©ANZ: Sales of English label IMF, plain and fortified milk

powders for children and pregnant women through reseller

and retail channels, and sales of liquid milk across Australian

and New Zealand retail channels. It is understood that the

majority of the infant milk formula sales to customers in ANZ

are ultimately consumed in China.

©North America: Sales of liquid milk and nutritional products in

the United States of America and liquid milk in Canada.

©Mataura Valley Milk: Production of nutritional and

commodity products for a2MC and other external customers

in overseas markets.

ANNUAL REPORT 202315

Strategic partners
Strategic partners

Licensee fresh milk

New Zealand

Licensee fresh milk

Canada

What we do

Part of The a2 Milk CompanyPart of The a2 Milk Company

China and Other Asia

Revenue $1,002m

EBITDA$254m

Market sizeEstimated China IMF market value

size for FY23 was NZD$33 billion

1

Supply chain ©China State Farm importation

agent and master distributor

©Over 100 distributors

Our people132 (headcount)

PRODUCT PORTFOLIO

Australia and New Zealand

Revenue $486m

EBITDA$67m

Market sizeAustralian fresh milk market

NZD$2.6 billion

2

plus cross-border

access to China market

Supply chainAustralia (Liquid Milk)

©Smeaton Grange (a2MC)

©Kyabram (a2MC)

©Four third-party processing

relationships

©21 farmer suppliers

New Zealand (Nutritionals)

©75% interest in Mataura

Valley Milk

©19.8% interest in Synlait Milk

©198 farmer suppliers

Our people307 (headcount)

PRODUCT PORTFOLIO

THE a1 MILK COMPANY16

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Strategic partners
Strategic partners

Licensee fresh milk

New Zealand

Licensee fresh milk

Canada

1 Source: FY23 Market size based on a2MC internal estimation approach,

which may be adjusted year-to-year, and which may result in market size not

being directly comparable across periods.

2 Source: Circana Grocery Scan data for measured market with internal

estimates using Circana Shopper Data for unmeasured market.

3 Source: SPINS; USA Food FY23 retail milk sales in the premium segment. Note,

in FY23 the Company has updated the market size from ‘US MULO + Natural

+ Regional + Independents’ to ‘US Food’ as it is a more representative metric.

North America

Revenue $105m

EBITDA($23m)

Market size$4.1billion premium segment

3

Supply chain ©Three third-party processing

relationships

©9 farmer suppliers

Our people26 (headcount)

PRODUCT PORTFOLIO

ANNUAL REPORT 202317

Purpose
We pioneer

the future of

Dairy for good


Page xx

Vision

An A1-free world

where Dairy nourishes all

people and our planet

Our people

Through a purpose driven culture underpinned by our values,

we aim to create an environment that provides our people with

opportunities to thrive. Our success is the result of our diverse, skilled

and engaged team, aligned and focused to deliver on our purpose

and strategy. We are committed to the wellbeing and safety of our

people and are continuing to develop systems and processes to

identify, control, report, investigate and monitor health and safety

risks and actions across the business.

Our brand

Our trusted brand, our proprietary know-how and our A2 protein

expertise are our most valuable assets. We are committed to

maintaining and growing these assets with appropriate investment.

Through ongoing science and research programmes, we are

deepening our expertise and advancing global understanding

of the potential health benefits of a2 Milk

TM

.

Our environment

Access to natural resources and a thriving agricultural sector

that supports healthy ecosystems is fundamental to our

business. We recognise that climate change and pressures on

agricultural and food systems present a systemic challenge for

our world – and we are committed to finding unique and high

impact solutions across our value chain to help address these

challenges. Appropriately meeting this challenge will enable

us to continue providing premium a2 Milk

TM

based products

to our consumers and long-term value to our shareholders.

Our supply chain

Complementing our own fresh milk and nutritionals

production capability, we work closely with our suppliers and

farming community to maintain a reliable and responsible

sourcing and manufacturing supply chain. We believe this is

critical to our long-term success.

Our communities

We support communities in our key regions of New Zealand,

Australia, China and the USA, with a focus on proactive

wellness to nourish the lives of children and families and

helping them to thrive.

Our finances

We carefully balance investment in our supply chain and

distribution through both strategic partnerships and direct

ownership. Combined with the growth of our premium products,

this approach has enabled us to build a strong and robust balance

sheet, which, guided by our capital management framework,

provides financial capital for us to deploy in the pursuit of our

strategic objectives.

Competitive

intensity

Evolving

technology and

cyber security

Strategic

partnerships

Talent and

culture

Social licence

to operate

Doing business

in international

markets

Major

international

events

The sale of

nutritional food

products

Purpose

We pioneer

the future of

Dairy for good


Vision

An A1-free world

where Dairy

nourishes all people

and our planet

Climate

and nature

Inputs

Strategic priorities

– Invest in people and

planet leadership

– Capture full potential

in China IMF

– Ramp-up product innovation

– Transform our supply chain

– Accelerate path to profitability

in USA and MVM


Values

– Bold passion

– Ownership and agility

– Leading constructively

– Disruptive thinking

How we create value

Our strategy

Page 21

THE a2 MILK COMPANY18

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Purpose
We pioneer

the future of

Dairy for good


Page xx

Vision

An A1-free world

where Dairy nourishes all

people and our planet

Our people

Through a purpose driven culture underpinned by our values,

we aim to create an environment that provides our people with

opportunities to thrive. Our success is the result of our diverse, skilled

and engaged team, aligned and focused to deliver on our purpose

and strategy. We are committed to the wellbeing and safety of our

people and are continuing to develop systems and processes to

identify, control, report, investigate and monitor health and safety

risks and actions across the business.

Our brand

Our trusted brand, our proprietary know-how and our A2 protein

expertise are our most valuable assets. We are committed to

maintaining and growing these assets with appropriate investment.

Through ongoing science and research programmes, we are

deepening our expertise and advancing global understanding

of the potential health benefits of a2 Milk

TM

.

Our environment

Access to natural resources and a thriving agricultural sector

that supports healthy ecosystems is fundamental to our

business. We recognise that climate change and pressures on

agricultural and food systems present a systemic challenge for

our world – and we are committed to finding unique and high

impact solutions across our value chain to help address these

challenges. Appropriately meeting this challenge will enable

us to continue providing premium a2 Milk

TM

based products

to our consumers and long-term value to our shareholders.

Our supply chain

Complementing our own fresh milk and nutritionals

production capability, we work closely with our suppliers and

farming community to maintain a reliable and responsible

sourcing and manufacturing supply chain. We believe this is

critical to our long-term success.

Our communities

We support communities in our key regions of New Zealand,

Australia, China and the USA, with a focus on proactive

wellness to nourish the lives of children and families and

helping them to thrive.

Our finances

We carefully balance investment in our supply chain and

distribution through both strategic partnerships and direct

ownership. Combined with the growth of our premium products,

this approach has enabled us to build a strong and robust balance

sheet, which, guided by our capital management framework,

provides financial capital for us to deploy in the pursuit of our

strategic objectives.

Competitive

intensity

Evolving

technology and

cyber security

Strategic

partnerships

Talent and

culture

Social licence

to operate

Doing business

in international

markets

Major

international

events

The sale of

nutritional food

products

Purpose

We pioneer

the future of

Dairy for good


Vision

An A1-free world

where Dairy

nourishes all people

and our planet

Climate

and nature

Inputs

Strategic priorities

– Invest in people and

planet leadership

– Capture full potential

in China IMF

– Ramp-up product innovation

– Transform our supply chain

– Accelerate path to profitability

in USA and MVM


Values

– Bold passion

– Ownership and agility

– Leading constructively

– Disruptive thinking

Risks and

opportunities

Page 50

Progress

towards our

goals

Page 25

People

Create a safe, diverse, inclusive

and engaging place for our

people to thrive, support our

farmers and contribute to

our communities.

Page 25

Page 51

Page 52

Page 53

Page 54

Page 55

Page 56

Page 57

Page 58

Page 59

Planet

Protect our planet and cows,

rethink packaging, achieve net

zero and become nature positive.

Page 32

Consumers

Bring the unique benefits of

pure and natural a2 Milk™ to

as many consumers as possible.

Page 40

Shareholders

Create long-term, enduring value

for shareholders and a trusted,

transparent relationship.

Page 45

ANNUAL REPORT 202319

What makes us unique
Purpose

We pioneer the

future of Dairy

for good

Values refresh

Building on the purpose and strategy refresh in FY22, the Company also refreshed its values

and standards of behaviour in FY23. The values refresh was led by the Executive Leadership

Team and a cross-functional working group from the business, across multiple geographies,

teams and working styles, to ensure the values are relevant to all team members, underpin

culture in the organisation, and support execution of the Company’s strategy going forward.

Bold

passion

We believe in the power

of the a2

TM

proposition.

We are pioneers and always

find a way to make it happen.

We are passionate about our

consumers and customers.

Ownership

and agility

We align on outcomes

and prioritise initiatives.

We are effective in teams and

do what we say we will do.

We are flexible and act with

a sense of urgency.

Leading

constructively

We are proud of what

we do and how we do it.

We encourage and develop

ourselves and others.

We are honest, direct and

respectful in our interactions.

Disruptive

thinking

We think big, creatively

and logically to maximise

group impact.

We are better together

and unlock the power

of the collective.

We challenge existing ways

of working to achieve

better solutions.

An A1-free world

where Dairy

nourishes all people

and our planet

Vision

THE a1 MILK COMPANY20

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Our strategy
Our growth strategy

The a2 Milk Company’s strategic priorities and goals remain

largely unchanged since it undertook a holistic review of its

market, brand, product and distribution opportunities, which was

communicated to the market in October 2021.

The Company has clear goals in four stakeholder groups, People,

Planet, Consumers and Shareholders, to ensure that in addition

to achieving its commercial ambitions, it is also actively working

to deliver its sustainability priorities and is executing in a way

that further develops a trusted and transparent relationship with

its stakeholders.

The Company’s growth strategy centres on five key priorities:

©Invest in people and planet leadership: While the

Company’s primary commercial objective is to deliver its

full potential in China IMF, critical to doing so is ensuring it

has thriving, high performing teams to execute its strategy.

The Company has continued to invest in people leadership,

including through its constructive leadership programmes and

refreshing its values and behaviours. The Company elevated

investment in planet leadership to sit amongst its top strategic

priorities, by taking direct action with an ambition to lead the

industry, particularly in GHG emissions reduction, farming

practices and sustainable packaging. The Company is also

focused on supporting healthy ecosystems through initiatives

that contribute to nature positive outcomes.

©Capture full potential in China IMF: To achieve its

commercial ambitions, the Company remains primarily focused

on capturing its opportunity in IMF in the China market. To

accomplish this, the Company is increasing its control over its

CL and EL distribution, getting closer to consumers, continuing

to increase investment in its brand, and further investing in its

digital marketing and e-commerce capability.

©Ramp-up product innovation: While the Company has

historically been focused on a narrow product range, to

continue to drive growth in IMF and beyond, it will be

important to expand its portfolio both in CL and EL IMF, as well

as entering adjacent product categories in key markets.

©Transform the supply chain: Connected to its IMF and

innovation ambitions, the Company is working to transform

its supply chain. This includes a focus on obtaining additional

CL IMF registrations, increasingly leveraging its manufacturing

capability at Mataura Valley Milk Limited (MVM), partnering

with new suppliers to deliver new products and, over time,

developing its supply capability in China.

©Accelerate path to profitability for MVM and USA: To

maximise investment in China and to improve Group return

on sales, the Company needs to ensure it accelerates the path

to profitability for both the USA and MVM. The Company is

targeting achieving this during FY26 or sooner.

PurposeWe pioneer the future of Dairy for good

An A1-free world where Dairy nourishes all people and our planet

Vision

Goals

PEOPLE

Create a safe, diverse,

inclusive and engaging

place for our people to

thrive, support our farmers

and contribute to our

communities

PLANET

Protect our planet and

cows, rethink packaging,

achieve net zero and

become nature positive

CONSUMERS

Bring the unique benefits of

pure and natural a2 Milk™

to as many consumers as

possible

SHAREHOLDERS

Create long-term, enduring

value for shareholders

and a trusted, transparent

relationship

Values

Bold passionOwnership & agilityLeading constructivelyDisruptive thinking

Enablers

Quality & ServiceBrand strengthScience & InnovationStrategic relationships

Strategic

priorities

Invest in people

and planet

leadership

– Invest in our people

to enable them to

thrive

– Take direct action

to lead the industry

in GHG emissions

reduction,

farming practices

and sustainable

packaging

Capture full

potential in China

IMF

– Gain more control

over CL and EL

distribution and

get closer to our

consumer

– Increase investment

in our brand, digital

marketing and

e-commerce

Ramp-up product

innovation

– Expand our CL and

EL IMF product

portfolios

– Enter adjacent

product categories

in relevant markets

to drive growth

Transform our

supply chain

– Expand CL

registered market

access

– Utilise MVM and

invest in New

Zealand capability

– Develop China

supply capability

over time

Accelerate path

to profitability

– Take action to

realise potential in

USA

– Expedite insourcing

of a2™ product

and 3rd party

volume to

significantly

increase MVM

utilisation

12345

ANNUAL REPORT 202321

Financial measures of success
The Company’s medium-term ambition is to grow sales from

$1.2 billion in FY21 to approximately $2 billion by FY26 or later

and to improve EBITDA margins in the ‘teens’. The sales ambition

is expected to be predominantly driven by growth in CL and EL

IMF as well as other nutritional products sold in China.

The key drivers for the sales growth are:

©Increasing share of CL IMF nutrition

©Supporting EL channel recovery post COVID-19 and gaining

channel share

©Growing other dairy and nutritional products in China through

innovation and distribution growth

©Growing in existing and new emerging markets

©Expanding in milk and adjacent categories in ANZ and the USA

The Company’s ambition is to improve EBITDA margins over time

and is targeting EBITDA margins in the ‘teens’ in the medium-

term. This will depend on a range of factors, including China IMF

market conditions and channel dynamics, mix of business (IMF

channel mix and overall product mix), investment levels in brand

and capability, timing and investment required to deliver the

Company’s priorities around its supply chain transformation, and

achieving profitability in the USA and at MVM.

There are also key macro uncertainties that may impact the future

outlook, including:

©How the China birth rate evolves and the impact policy

changes may have on this

©The extent and pace of recovery in cross-border trade post

COVID-19 disruptions

©How the competitive landscape will evolve in China following

the new GB registration process

©The extent and pace of change in consumer product and

channel preferences

©How the China regulatory framework and international

relations may evolve and impact trade

Because of these uncertainties, it is difficult to define future state

targets and when they will be achieved – the path is also unlikely

to be linear. Accordingly, future results may be materially different

to the Company’s ambition.

Non-financial measures of success

The Company is also focused on several medium-term non-

financial measures of success, as summarised in the image below.

People: The Company is committed to creating a safe and highly

diverse and inclusive environment for its people. The Company’s

ambition is to be an employer of choice in the industry by creating

a fulfilling employee engagement experience that enables

employees to thrive personally and professionally. To facilitate

this ambition, the Company is targeting below 10 for its safety

total recordable injury frequency rate (TRIFR) with continuous

improvement, improving its employee engagement score to above

80%, and maintaining its diversity and inclusion rating.

Planet: The Company is committed to minimising its impact on

the planet and becoming a more sustainable business across a

broad range of areas. On emissions, this includes targeting net

zero emissions for Scope 1 and 2 by 2030 and Scope 3 by 2040

and a reduction in Scope 3 by 30% (per tonne of milks solids),

by 2030. For on-farm and other impact areas, this includes

targeting 100% completion of Farm Environmental Plans and

Certified Animal Welfare Programmes by the end of calendar year

2023, and targeting 100% reusable, recyclable or compostable

packaging with 50% average recycled content by 2025.

Consumers: The Company has also set brand health, market

share, innovation and supply chain targets to deliver on its

Consumer goals.

For brand health, the Company is targeting greater than 25%

for unprompted awareness in China, household penetration of

16% in Australian fresh milk, and household penetration above

3% in the USA in the premium milk segment.

For market share, the Company is working to become a top five

China label IMF player with greater than 5% market share and

to have the leading English label IMF range with market share for

that range of greater than 25%. For its liquid milk business, the

Company is targeting greater than 15% market share in Australia

and greater than 5% in the premium milk segment in the USA.

For innovation, the Company is looking to drive $200 million in

incremental revenue from dairy and other nutritionals in China

while also driving 25% of sales from new products in Australia

and the USA.

For supply chain, importantly, the Company is also looking to

secure three or more China label IMF registrations. The Company

targets to maintain the highest food safety and quality standards,

improve supplier and customer service levels, tightly manage

inventory levels and constantly improve supply chain efficiency.

THE a2 MILK COMPANY22

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

OUR STRATEGY CONTINUED

1. Total Recordable Injury Frequency Rate (TRIFR)
Medium term measures of success

GOALS

PEOPLEPLANET

CONSUMERS

SHAREHOLDERS

Brand HealthMarket ShareInnovationSupply Chain

1

Safety

TRIFR

1

Engagement

Diversity &

Inclusion

GHG

emissions

reduction

Environmental

plans on farms

Animal

welfare

programmes

Sustainable

packaging

China

unprompted

brand

awareness

AU household

penetration

USA

household

penetration

MBS share

DOL share

CBEC share

O2O + Daigou

share

Australian

fresh milk

share

USA premium

milk share

China other

dairy /

nutritionals

growth

Emerging

markets

development

USA sales

from new

products

ANZ sales

from new

products

Access

to ≥3 CL

registrations

CL inventory

management

EL inventory

management

Quality

outcomes

Supply chain

efficiency

Medium-term

sales ambition

of ~$2.0b

(≥FY26)

EBITDA

margin goal

in the ‘teens’

targeting

year-on-year

improvement

USA

profitability

during FY25/

FY26

MVM

profitability

during FY26

234567

On track Work in progress

ANNUAL REPORT 202323

At its core, the integrated reporting concept refers to a
principles-based, multi-capital framework in which companies

can communicate clearly and concisely about how their strategy,

governance, performance, and prospects create value in the

context of their external environments.

One of the Company’s goals is to ensure that it creates long-term,

enduring value for shareholders through a trusted, transparent

relationship. A move towards integrated reporting is one of the

ways the Company is seeking to achieve this.

The Company notes the recent developments in this space,

and in particular the publication of New Zealand’s first Climate

related standards in December 2022 from the External Reporting

Board (XRB). The XRB standards were guided by the International

Sustainability Standards Board (ISSB) exposure drafts, which were

released in March 2022 and formally published in June 2023.

It is expected that this will result in a more definitive approach

for companies to follow with regard to integrated reporting. This

report has been prepared with reference to the XRB and ISSB

standards and considers the integrated reporting principles.

During FY23 the Company continued to assess materiality,

informing the Company on which topics to prioritise and report

against, whilst building on its strategic priorities and aligning with

the needs and expectation of its stakeholders. The materiality

assessment included stakeholder interviews, peer benchmarking

and alignment to the United Nation’s Sustainable Development

Goals (SDGs), The Global Reporting Initiative (GRI) and The

Sustainability Accounting Standards Board (SASB) standards.

The Company also acknowledges the increasing expectation of

internal and external stakeholders to ensure non-financial metrics

disclosed externally are done so with a similar level of rigour to

financial reporting. Over the past several years the Company has

taken steps to improve the robustness of its internal processes to

capture and report non-financial data to be included in external

materials. For FY23, the Company has received limited assurance

for many of the key non-financial metrics included in this report.

For further information, please see ESG assurance report on

page 81 from Ernst & Young.

The Company will endeavour to continue assessing stakeholder

requirements and expectations along with the reporting

requirements in all jurisdictions in which it operates.


Our reporting approach

The Company believes that by further integrating its

reporting, it will benefit stakeholders by providing

a more complete picture of how it continues to create

and preserve long-term value.

THE a2 MILK COMPANY24

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Progress towards our goals
SDG 5: Gender equality

Target 5.5

SUSTAINABLE DEVELOPMENT GOALS

PEOPLE

Create a safe, diverse, inclusive and engaging place

for our people to thrive, support our farmers and

contribute to our communities.

SDG 8: Decent work and

economic growth

Target 8.2

ANNUAL REPORT 202325

Targets and commitments
<10

Safety TRIFR with continuous improvement

>80%

Engagement

Rated >4 out of 5

Diversity and inclusion

a2MC team members supporting our communities:

Row 1 L-R: China team supporting Operation Smile, Laptop

donations to KidsCan sponsored school in Mataura

Row 2 L-R: Auckland team members volunteering at KidsCan

warehouse, Melbourne team volunteering at Foodbank Victoria,

Boulder team volunteering at Boulder Shelter for Homeless

Row 3 L-R: Melbourne team volunteering for Landcare, Sydney

team volunteering for Foodbank NSW, China team supporting

Operation Smile

THE a2 MILK COMPANY26

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

KEY METRICS DATA (FY23)
1


GENDER (AS AT 30 JUNE 2023)COHORTMALE%FEMALE%

VARIANCE TO LAST YEAR

(% FEMALES)

Directors

2

7457%343%-7%

Executive Leadership Team

2

10770%330%5%

People Leaders

3

1186454%5446%13%

Remaining Team Members33115447%17753%-2%

Total46522849%23751%+2%

AGE (AS AT 30 JUNE 2023)NUMBER%


VARIANCE TO LAST YEAR (%)

Under 305612%0%

30 to 5031067%-1%

Over 509921%1%

Total465100%

TENURE (AS AT 30 JUNE 2023)NUMBER%


VARIANCE TO LAST YEAR (%)

0–2 Years21747%3%

2–5 Years19041%-3%

5+ Years5812%–

Total465100%

1 All values subject to rounding

2 David Bortolussi has been included in both the Director and ELT calculations

3 a2MC defines People Leaders as any Team Member with direct reports

Passionate and thriving team

The Company is committed to creating a safe and highly diverse and inclusive environment for its people.

The Company’s ambition is to be an employer of choice in the industry by creating a fulfilling employee

engagement experience that enables employees to thrive personally and professionally.

To facilitate this ambition, the Company focuses on health and

safety, invests in leadership, promotes the employee experience,

fosters a learning environment, and celebrates diversity

and inclusion.

During FY23, the Company launched various initiatives to deliver

on its ambition and to achieve engaged and effective teams who

create long-term value for the Company and its shareholders.

FY23 progress

Health, safety and wellbeing

©All worksites continued to focus on managing critical risks and

promoting a safety culture through leadership and education

across all sites. Manufacturing teams continue to focus on

managing critical risks, including the use of external resources

where appropriate.

©Reported a Total Recordable Injury Frequency Rate (TRIFR)

of 6.1, which was an improvement on the prior year. This

included team members from all the Company’s sites (including

contractors).

©Continued to provide employee assistance programme

resources to team members across all geographies.

©Further developed health and safety reporting.

©Provided free access to all team members and their families to

resources and tools promoting mindfulness, meditation and

mental wellbeing.

©Conducted health and wellbeing expos across Australia and

New Zealand worksites and virtually.

Investment in leadership

©Relaunched a renewed set of our Company values and

standards of behaviour, reflecting the input and contributions

of over 200 team members across all worksites.

©Embedded the Lifestyles Inventory (LSI) tool to provide a

common leadership language and support the development of

leadership capability and effectiveness.

©Launched a Roles and Goals model for role clarity and a

quarterly focus on goal achievement and leadership behaviours.

©Continued to roll out the 'Thrive' constructive leadership

programme to senior leaders, to support the development of

leadership effectiveness and constructive ways of working.

©Delivered Situational Leadership training for leaders at all levels

to provide an integrated and practical approach to effective

leadership styles.

©Implemented 'Compass', a global Human Resources

Information System (HRIS) building on the Company’s ERP

platform.

ANNUAL REPORT 202327

Reward, recognition and training
©Continued to embed the Company’s global reward and

recognition platform 'LegenDairy' across all geographies. The

platform provides wellbeing and rewards, recognises tenure and

also provides an opportunity to celebrate the many examples

of individuals and teams who are going above and beyond in

delivering the Company’s strategy and living its values.

©Celebrated and recognised monthly nominees for

our a2 Legends awards.

©Celebrated annual a2 Legend of the Year award.

©Launched Udemy and Masterclass which provide

educational platforms to enhance and support online

learning and development.

©Implemented a Work from Anywhere policy to support all

team members in leveraging flexible work for up to two

weeks a year.

Recruitment

©Launched the Company’s corporate induction programme.

The purpose of the programme is to equip team members

with an understanding of the Company’s history, purpose,

vision, strategy, and values along with the experience of visiting

a farm, production site and retailers.

©Upgraded external website capability with Careers at a2,

showcasing Working at a2 and providing future team members

with an understanding of the Company’s purpose, vision,

strategy, values and benefits, as well as current role vacancies.

©Embedded talent acquisition partnership with an external

provider as an integrated talent function in the ANZ business.

©Updated internal systems, resulting in a centralised team

member information centre for the Company.

©Evolved the operating model and organisational design

to optimise delivery of our strategic objectives.

©Launched an online recruitment module at Mataura Valley Milk

to support a better candidate experience.

Supporting a diverse and inclusive workplace

©Introduced an additional five days of paid women’s health leave

for team members experiencing symptoms of endometriosis,

peri-menopause or menopause as well as those individuals

undertaking fertility treatments, including IVF. a2MC recognises

that there are days when these symptoms and treatments

interfere with an individual’s ability to work.

©Introduced an on-demand platform to support team members

managing childcare and tutoring in New Zealand and Australia.

Next steps

©Continue to roll out constructive leadership training programme

across the Company.

©Enhance current benefits to strengthen the Company’s value

proposition for a2MC team members and attract new talent.

©Implement refined Workplace Health and Safety

Management System.

©Implement ‘Thrive’ leadership programme with next

level leadership.

Xiao Li, Chief Executive Officer – Greater China, presenting Felix

Liu, Trade Marketing Director – China, with a2MC 2023 Legend

of the Year Award

THE a2 MILK COMPANY28

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Anti-modern slavery
The Company’s values and principles have an impact

well beyond its own operations. The Company believes

in the vital role business plays in upholding human

rights and considers it a basic responsibility to ensure

that individuals, communities and the environment are

treated with respect.

The Company is committed to high standards of responsible

conduct, social responsibility and sustainability in all areas of the

business, including operations and supply chain. The Company’s

commitment comes not just from an acknowledgement

that it is the right thing to do, but from a recognition that

the manner in which the Company and its partners manage

social, environmental and economic impacts is critical to long-

term success. The Company released its third Modern Slavery

Statement under the Modern Slavery Act in December 2022

which is available at www.thea2milkcompany.com/ESG-reporting.

FY23 progress

©Adopted an anti-modern slavery response protocol with a

focus on governance, risk mapping, supplier engagement and

grievance mechanisms and reporting.

©Adopted an anti-modern slavery remediation plan which sets

out the steps the Company is to take in the event it discovers

any modern slavery in its supply chain.

©Prepared an anti-modern slavery questionnaire and conducted

analysis of all suppliers to determine approach to roll out

questionnaire. The questionnaire will be rolled out progressively

initially to suppliers that are categorised as higher risk.

©Received signed ‘Pledge against modern slavery‘ from USA

farmers and seeking the same from Canadian farmers.

©Continued to conduct further work across the Company’s

supply chain, with a focus on modern slavery risks across both

the Company’s own supply chain and indirect operations.

©Continued to refine existing training programmes for all

employees and the Company’s on-farm suppliers.

Next steps

©Analyse modern slavery risks with key suppliers’ supply

chains and operations.

©Update agreements with farms providing raw A1 protein

free milk to include a commitment to operate slavery free.

©Continue roll out of modern slavery questionnaire

with suppliers.

Green Teams

The Company has Green Teams across each of its

offices and worksites which focus on improving the

sustainable practises of the offices and worksites.

Green Teams engage and educate the wider team in

sustainability initiatives. A 'People and Planet Legend'

award was established through the Company’s reward and

recognition platform, ‘LegenDairy’ to recognise achievements

in this space. A green office policy was also implemented by

the Green Teams, outlining the Company’s expectation of its

team members in respect to sustainable management of its

offices. Additional initiatives have included:

©Enhancing onsite recycling, including e-waste.

©Hosting clothing drops, clean ups, and lunch and learn

sessions.

©Exploring low impact alternatives such as trialling the use

of electric vehicles by the sales team. 

Reconciliation Action Plan

The Company recognises the importance of reconciliation

between First Nations peoples and non-indigenous peoples in

Australia and in FY23 formally commenced its reconciliation

journey by committing to the Reconciliation Action Plan (RAP)

framework established by Reconciliation Australia.

FY23 progress

©Published the Company’s ‘Reflect’ RAP.

©Partnered with Yarnnup, an Aboriginal advisory firm, and

commenced action towards the deliverables set out in the RAP.

Our Company artwork:

Respecting Together –

Elaine Chambers

ANNUAL REPORT 202329

Operation Smile (China)
About 25,000 babies born in China each year suffer from

cleft lip palate. Corrective surgery can help to transform

those children’s lives – but they cannot undergo surgery

until they achieve the requisite ‘health standard’, which

includes weight targets. The Company partnered with

Operation Smile during the year to provide corrective

surgery and nutrition products to 300 children suffering

from cleft lip palate, before and after their operations. With

more than 6,000 medical volunteers from around the world,

Operation Smile is one of the world’s largest volunteer-

based not-for-profit organisations.

The a2 Milk Company

is supporting

communities to thrive

Enriching communities

The Company recognises that it has a responsibility to

support and contribute to the communities in which it

operates. a2MC strives to make a difference by helping

communities thrive and supporting organisations that

are helping to create a brighter future for children and

families, and the Company’s farming communities.

The Company has developed a community support framework to

guide how to engage, invest in, and give back to the communities

in which it operates, act on relevant social issues, and contribute to

other programmes that are aligned to the Company’s purpose and

which team members are passionate about.

Support takes the form of funds and product donations to help

communities, as well investments of time from the Company’s

people to work directly with partner organisations.

As a business founded on innovation, the Company believes that

science plays an essential role in enhancing the health and wellbeing

of communities over time and by harnessing science, the Company

can deliver superior outcomes for its consumers.

FY23 progress

$2.84m* in product and cash donations, including:

Volunteering support

In FY23, team members across various regions donated 334 hours

of time to different organisations. This included packing lunch

orders for KidsCan in New Zealand, packing and sorting food at

Foodbank in Australia, stocking supplies at the Boulder homeless

shelter and volunteering at Operation Smile in China.

Proactive support

©KidsCan (New Zealand)

©Foodbank School Breakfast Program (Australia)

©Feed the Children (USA)

©Operation Smile (China)

Event-based (or reactive) support

©KidsCan milk powder for cyclone and flood affected families

(New Zealand)

©Victorian floods farm support (Australia)

©GIVIT natural disaster relief cash donation (Australia)

Additional farming community specific programmes and

support

©a2™ Farm Sustainability Fund, in partnership with

Lincoln University

©Surfing for Farmers

©Sustainable Agriculture Landcare Grants

©Bale Up Conference support

* Donations figure includes the cost value of donated products and any

donation of cash (NZD) to communities, organisations, farmers and

individuals

THE a2 MILK COMPANY30

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Feed the Children (USA)
The Company partnered with Feed the Children in the USA to

help provide struggling families the supplies they need to send

their children back to school with confidence. The combined

health and economic crises of COVID-19 continue to cause

hardship. It is estimated that one in eight children in the

USA suffer from food insecurity. In June 2023, the Company

donated funds to provide food and supplies to school children,

giving children what they need to do and be their best.

Foodbank (Australia)

The Company has supported Foodbank with fresh milk product

donations in New South Wales and Victoria since 2015, scaling

up support in times of heightened need. In FY23, support was

increased by providing a cash donation to support the Foodbank

School Breakfast Program. The Company also donated a2 Milk

®


products to Foodbank through the National Donor Partnership.

The School Breakfast Program provides a healthy breakfast for

school children who would otherwise go without, and delivers

important benefits for students across a broad range of physical

and mental health outcomes, including energy levels and

concentration. Through this donation, the Company was able

to support Foodbank to provide over 40 schools in some of

Australia’s most remote Indigenous communities with access to

the School Breakfast Program.

$2.84m

*

in product and

cash donations to help

communities thrive

KidsCan (New Zealand)

The Company is proud to partner with KidsCan, providing New

Zealand children with the essentials to help them participate in

learning and have the opportunity for a better future. In addition

to the partnership, the Company donated milk powders to

KidsCan to support families affected by floods and cyclones.

KidsCan is New Zealand’s leading charity dedicated to helping

New Zealand children affected by poverty. The Child Poverty

Monitor in New Zealand shows 11.0% of all children living in

households in material hardship regularly go without essentials.

The Company is a major partner of KidsCan to help support low

socio-economic early childhood education centres across New

Zealand to provide children attending those centres with food,

clothing, and health products. In FY23, the support increased by

providing a donation of 7 laptops to a KidsCan sponsored school.

a2MC supports KidsCan’s belief that education is a child’s ticket

out of poverty and that children struggle to learn when they are

cold or hungry.

ANNUAL REPORT 202331

PLANET
Protect our planet and cows, rethink packaging, achieve

net zero and become nature positive.

The relationships the Company has with farmers and the natural

systems in which it operates are pivotal to its success and long-

term value creation. The Company continues to work with

farmers to promote strong animal welfare practices, put in place

farm environmental plans, and invest in on-farm programmes

to support farmers in adopting practices that will contribute to

a sustainable future. These key initiatives support the natural

resources utilised by the business.

The impact of climate change and the reliance on natural

resources is driving significant structural transformation across the

dairy sector. The Company is actively looking at ways to reduce its

impact on climate and focus on sustainability more broadly.

SUSTAINABLE DEVELOPMENT GOALS

SDG 12: Responsible consumption

and production

Target 12.2

SDG 6: Clean water and sanitation

Target 6.3 and 6.4

SDG 2: Zero hunger

Target 2.4

SDG 13: Climate action

Target 13.2

SDG 15: Life on land

Target 15.3

THE a2 MILK COMPANY32

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

SDG 6: Clean water and sanitation
Target 6.3 and 6.4

SDG 2: Zero hunger

Target 2.4

SDG 13: Climate action

Target 13.2

SDG 15: Life on land

Target 15.3

Targets and commitments

100%

of farms supplying raw A1 protein free milk to be certified under

an upgraded animal welfare programme by the end of CY23

100%

of certified farms supplying raw A1 protein free milk to have a

farm environmental plan in place by the end of CY23

45%

reduction in nitrogen loss to waterways per kilogram of milk solids

by 2030 for farms in the Canterbury region supplying milk for

a2MC's IMF production, from a FY18 base year

Continuing to review

additional water, waste and biodiversity targets as part of work on

nature risk and opportunity assessment

In FY23, the Company undertook its first two nature risk and

opportunity assessments covering two regions in New Zealand,

Canterbury and Southland, where the largest A1 protein free

milk pools supplying the Company are based. These regions also

represent a significant proportion of the Company’s supply chain

footprint, in particular from a production perspective. These two

pilot assessments confirmed the need for the Company, with its

strategic partners and suppliers, to focus on the key risks and

opportunities around:

©Water quality and use

©Soil quality

©Biodiversity

©Climate (as an element of nature)

The Company also has targets related to GHG emissions

reductions, farm environmental plans, animal welfare and

sustainable packaging which the Company believes will also

contribute to nature positive outcomes. In reviewing the

Company’s supplier targets, the Company has aligned to its IMF

manufacturer on nitrogen loss targets, an initial step towards

introducing nature related targets. The Company will consider

both the Science Based Target Network (SBTN) and the Science

Based Target Initiative for Forest, Land and Agriculture (SBTI FLAG)

when setting additional nature targets.

FY23 progress

©Conducted nature risk and opportunity pilot assessments where

the largest A1 protein free milk pools supplying the Company

are based.

©Established a partnership with Lincoln University in New

Zealand and commenced a research project aiming

to strengthen on-farm resilience and deliver positive

environmental outcomes.

©Commenced nature-related on-farm measurement pilot studies

connected to the a2™ Farm Sustainability Fund programme in

New Zealand.

Next steps

©Progress towards aligning to and reporting against the TNFD

framework.

©Extend the nature-related on-farm measurement pilot studies

connected to the a2™ Farm Sustainability Fund programme in

New Zealand.

©Extend nature-related targets for other key risks and

opportunities and for additional operating regions.

©Report against initial water use and quality targets.

Nature

The natural environment plays an essential role in the production of a2 Milk™ products. The reliance on natural

resources is driving an important shift in the way that companies manage and assess the impact they have on the

natural environment.

The dairy sector has an extraordinary opportunity to lower

its impact on the natural environment and the Company is

committed to delivering a positive contribution to biodiversity,

water and soils. These are critically important issues to the

Company, its strategic partners, as well as governments and

regulators in the countries in which it operates. The Company

believes this will also become increasingly important as consumers

become more attuned to nature impact.

The Company acknowledges the work being undertaken with

respect to the Taskforce on Nature-related Financial Disclosures

(TNFD) which is focused on developing a risk management and

disclosure framework for organisations to report and act on

evolving nature-related risks, with the aim of supporting a shift in

global financial flows away from nature-negative outcomes and

toward nature positive outcomes.

In a similar way to the Company voluntarily aligning its climate

disclosures to the Taskforce for Climate-related Financial

Disclosures (TCFD), which included reporting impacts for the first

time in FY22, the Company will aim to align to TNFD over time.

ANNUAL REPORT 202333

Climate
Climate change is driving significant structural transformation across all sectors. There will also be extraordinary

opportunity for the agricultural sector to realise increased productivity and efficiency through new technologies and

practices that lower emissions and environmental impact across the supply chains, including a particular focus on

on-farm emissions.

At the same time, external reporting expectations and

requirements are increasing. This is highlighted by the introduction

of New Zealand’s XRB climate standards, the International

Sustainability Standards Board (ISSB), and the Australian Treasury’s

climate related exposure draft released in June 2023. The

Company believes it is well placed to report in line with upcoming

standards and legislation.

Targets and commitments

Net zero GHG emissions

for Scope 1 and 2 by 2030

Net zero GHG emissions

for Scope 3 by 2040

30%

reduction of Scope 3 emissions, per kilogram of milk solids,

by 2030, from a FY21 base year

GHG emissions net zero roadmap and GHG inventory

In FY23, the Company conducted a ’boundary review’ to ensure

completeness and accuracy over data for its Scope 1, 2 and

3 emissions. Following this, the Company developed its GHG

emissions net zero roadmap which illustrates the Company’s net

zero targets and how it plans to meet these targets over time.

The Company has commenced the process to have these targets

certified by Science Based Targets.

The Company is targeting net zero for Scope 1 and 2 emissions

by 2030 and has a target to achieve net zero by 2040 for Scope

3. The Company has also introduced an interim Scope 3 target

to reduce Scope 3 GHG emissions by 30%, per kilogram of milk

solids, by 2030, from a FY21 base year.

In addition to the roadmap, the Company has published a GHG

inventory report which shows the breakdown of Scope 1, 2 and

3 emissions. The purpose of the inventory report is to provide

transparency on the Company’s emissions profile as well as

communicate any estimation uncertainties and assumptions.

The GHG inventory report is available on the Company’s website

at www.thea2milkcompany.com/ESG-reporting.

1 The GHG emissions (tCO

2

e) summarised in the Net Zero Roadmap is shown as one scenario for the purpose of depicting potential emissions in the future. It should

not be interpreted or extrapolated as a view of any potential scenario related to the Company's financial performance or outlook.

a2MC NET ZERO GOALS AND ROADMAP

1


aMC NET ZERO GOALS AND ROADMAP

Our Roadmap:

By 2030 we will

reach Net Zero

for Scope 1 and 2

By 2040 we will

reach Net Zero

for Scope 3

Scope 3

BAU

Our Goals:

  

Net Zero (Scope 1 and 2)

30% intensity reduction (Scope 3)

 

Net Zero

(Scope 1, 2 and 3)

Scope 1 and 2

Progressive Scope 1 and 2 emission reduction

THE a2 MILK COMPANY34

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

KEY METRICS DATA (FY23)
1



GHG EMISSIONS

2

FY23FY22FY21

Total GHG Emissions

3

501,090516,345493,319

Scope 124,343 22,972 30,144

Scope 2 (Market based)

4

153– –

Scope 2 (Location based)

4

3,356 3,221 3,426

Scope 3 476,595490,153459,749

On-farm374,168403,429376,930

Scope 1 and 2 energy consumption (Gj)239,962––

1 Numbers are subject to rounding.

2 Greenhouse gas emissions, calculated as tonnes of carbon dioxide equivalent (tCO

2

e), have been estimated using considerations from The GHG

Protocol guidelines. Emissions and conversion factors were sourced from the National Greenhouse Accounts Factors for Australia, the UK DEFRA GHG

conversion factors and a range of other country specific sources. Where required, non direct emissions sources have been estimated using default and/

or extrapolated emissions intensity rates to provide a more complete picture of our Scope 1, 2 and 3 emissions. Total emissions calculations exclude

packaging. Refer to our GHG inventory report for details on estimations and assumptions used, which can be found at www.thea2milkcompany.com/

ESG-reporting.

3 Total GHG emissions for FY23 have been calculated using market based method for Scope 2.

4 A location-based method reflects the average emissions intensity of grids on which energy consumption occurs (using mostly grid-average emission

factor data). A market-based method reflects emissions from electricity that companies have purposefully chosen. It derives emission factors from

contractual instruments, such as green energy contracts.

GHG emissions reduction programme

Scope 1 and 2 emissions account for approximately 5% of the

Company’s total GHG emissions profile, with Scope 3 emissions

comprising the other 95%. The largest proportion of Scope 3

emissions is from on-farm activities.

FY23 progress

SCOPE 1: GHG emissions from direct operations

©Progressed the installation of a high-pressure electrode

boiler at MVM to replace existing coal-fired thermal heat

generation system.

SCOPE 2: GHG emissions from electricity operations

©Progressed the full electrification of the MVM site which

includes converting MVM to 100% renewable energy once

the boiler conversion is completed later in CY23.

©Continued to utilise green energy contracts at all available sites.

©Once these activities are complete, approximately 96% of the

Company’s electricity usage will come from renewable or green

energy sources.

SCOPE 3: Indirect GHG emissions

©Commenced methane abatement feasibility study on-farm,

with additional feasibility studies to commence in FY24.

©Continued research to support regenerative farming practices

through the partnership with Lincoln University.

Methane inhibitors

In FY23, the Company continued its work on methane abatement.

The Company currently has a feasibility study underway and is

planning to commence additional studies in FY24. The feasibility

study has required collaboration between the Company, feed

supplement providers, farmers, and other service providers. The

study has presented various challenges throughout the period,

providing opportunities for the Company to work with farmers

to ensure they are appropriately prepared. This has included

investing in on-farm infrastructure, methane emission data

capture software, animal health monitoring collars and providing

additional support where needed.

The Company is working with farmers, processors and feed

suppliers to ensure that in the future supplements are easily

accessible and ensuring animal welfare, maintaining the premium

quality of products and reducing Scope 3 emissions.

ANNUAL REPORT 202335

Matura Valley Milk boiler upgrade
In March 2023, construction works for the MVM high-pressure

electrode boiler installation project commenced. The project

involves replacing the existing coal-fired boiler with a high-

pressure electrode boiler. The boiler will provide all the steam

needed for operations. Steam generation is an essential element

in milk products manufacturing, providing heat to enable the

drying of milk to powder. The coal-fired boiler contributed

to ~98% of a2MC's Scope 1 emissions in FY23. Once the

high-pressure electrode boiler is commissioned, the boiler and

MVM site will operate on 100% renewable energy, making it

highly efficient whilst emitting zero emissions and will be the

first of its kind in New Zealand. The Company is proud to have

invested approximately $16 million into the boiler and site

electrification project and is grateful to its fellow shareholder

China Animal Husbandry Group, and to the Energy Efficiency

and Conservation Authority for its $5 million co-investment in

the project under the New Zealand’s Government Investment in

Decarbonising Industry fund.

FY23 progress

Water usage and efficiency

©Water usage and efficiency have been a focus for both facilities

in the FY23 period. Whilst water usage is decreasing, it is

heavily affected by product mix and the Company may see

fluctuations in water usage, particularly at MVM.

Waste and waste diversion

©Both sites have continued to focus on reducing waste on

site, with new initiatives at MVM being introduced, such as

increased recycling of cardboard.

Energy consumption

©Both facilities have continued to use green energy contracts,

with Smeaton Grange producing energy through solar panels.

Smeaton Grange had an increase in energy usage due to a new

product mix, with expectations to see a further increase in kWh

from FY24, at MVM, when the electrode boiler is complete.

How The a2 Milk Company is helping to support the planet

OTHER ENVIRONMENT METRICSFY23FY22

Manufacturing Facilities

1


Total water usage ('000 litres)290,908331,288

Water efficiency (litres/litre of milk)1.72.0

Waste water diverted to beneficial land application (litres)2,780,010 2,902,950

Waste produced (tonnes)100 112

Waste diversion96.7%96.6%

Energy consumption (kWh)

2

16,700,00016,800,000

1 Manufacturing facilities include Smeaton Grange and MVM

2 Numbers have been rounded

THE a2 MILK COMPANY36

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Thriving farms
Farmers play a vital role in the Company’s supply chain, not only as suppliers of the precious milk source for the

Company’s products but also as stewards of the environment and as vital contributors to local communities.

In addition, the humane treatment of cows is of the utmost

importance. The Company is committed to working with and

supporting farmers to enable them to improve the impact on the

environment.

The work undertaken by the Company to better understand its

nature and climate risks and opportunities has highlighted the

need to take a holistic systems-based approach to regenerative

agriculture to be effective in driving towards nature positive

outcomes, including net zero targets.

Over the past several years, the Company has been working

towards its targets of having 100% of certified farms supplying

raw A1 protein free milk to having a farm environmental plan

in place and to be certified under an upgraded animal welfare

programme by the end of CY23. In addition to that, the Company

has developed programmes and services to engage with and

support farmers. This has included the development and support

of farmer grants programmes, on-farm measurement pilot

studies, research partnerships, methane inhibitor research, farmer

education programmes, and crisis support.

Farm environmental plans

The Company has developed a global framework for farm

environmental plans.

The principles of the framework address the most material aspects

of environmental management in the dairy industry:

©Lowering GHG emissions

©Managing water quality and efficiency

©Managing soil quality

©Boosting on-farm biodiversity

©Improving nutrient (effluent) management

FY23 progress

©On target to have 100% of certified farms supplying A1 protein

free milk with farm environmental plans (including MVM) by

end of CY23.

Next steps

©Progress towards 100% of certified farms supplying A1 protein

free milk in New Zealand having a Fresh Water Farm Plan.

Animal welfare programme

Best practice standards for animal welfare on farms are central to

the responsible sourcing of raw A1 protein free milk.

The Company’s animal welfare programme meets globally

recognised frameworks for Animal Health and is evolving from the

Five Freedoms Model to the Five Domains Framework of animal

welfare.

a2MC’s approach to animal welfare is to drive improvement,

reduce risk and ensure farmers are welfare centric. This is achieved

through the combination of increased audits, wider audit scope,

milk monitoring, on-farm technology and training.

A number of extensions to the animal welfare programme were

developed in FY23, supporting farmers to establish systems for

continuous improvement in animal welfare and to further improve

programmes beyond the industry standard.

FY23 progress

©Continued roll-out of auditor and a2MC farm services team

training modules.

©Staged launch of upgraded animal welfare programme across

the Company’s regions.

©Successful roll out of updated audit scope and frequency.

©Redefined animal welfare programme with MVM ready to

launch.

©On target for 100% animal welfare certification by end

of CY23.

Next steps

©Progress towards global certification of the redefined

programme.

©Invest in education and value add initiatives for farmers.

ANNUAL REPORT 202337

Research studies, partnerships and measurement pilots
The Company is committed to supporting the dairy industry by

working with technology and solutions providers to tackle some

of the major issues in the industry.

As noted in the Climate section above, the Company has been

actively involved in methane inhibitor research. The Company

is also seeking to partner with research institutions on projects

that will advance science and technology solutions to contribute

to nature positive outcomes. Another of the major challenges in

agriculture where the Company is investing time and resources to

advance the accurate measurement of on-farm data.

FY23 progress

©Commenced methane inhibitor feasibility study in Victoria,

Australia.

©Commenced roll out of on-farm carbon audits for certified

farms.

©Completed pilot of farm environment plans in Australia, with

final tool available to farmers.

©Established a research partnership with Lincoln University and

commenced a research project aiming to enhance on-farm

resilience and deliver positive environmental outcomes.

Next steps

©Continue methane inhibitor feasibility study in Victoria,

Australia and commence additional feasibility studies.

©Continue measurement pilot studies in Australia and

New Zealand.

©Expand carbon audits to certified farms in North America.

©Continue research partnership and research project with Lincoln

University.

Farmer grants programmes

The Company has two established farmer grants programmes

operating in New Zealand and Australia – the a2™ Farm

Sustainability Fund and Sustainable Agriculture Landcare Grants.

These programmes offer financial awards to contracted A1 protein

free dairy farms to support projects that demonstrate an

integrated approach to a sustainable future.

The a2™ Farm Sustainability Fund is a collaboration between the

Company and Lincoln University, while the Sustainable Agriculture

Landcare Grants are a partnership with Landcare Australia,

both with a vision to protect, enhance or restore the natural

environment. Both programmes allow A1 protein free farms to

apply for grants to fund farming practices that align with the

Company’s sustainability objectives and one or more of its key

environmental improvement themes:

©Lowering greenhouse gas emissions

©Increasing on-farm carbon sequestration

©Improving farm system resilience

©Improving water quality and efficiency

©Enhancing on-farm biodiversity

©Animal wellbeing/health

©Managing and improving soil health

©Expanding blue/green infrastructure e.g. living things (soil/trees/

diverse pasture)

The programmes each have an investment committee with

independent representatives assisting in the evaluation and

awards process to farmers. The Company is grateful to Lincoln

University, Landcare Australia and the members of the investment

committees for their support of these programmes.

FY23 progress

Twenty-three awards totalling approximately $440K made under

the a2™ Farm Sustainability Fund in round 2 of the programme.

Eight awards totalling $250K made under the a2 Milk

®

Sustainable

Agriculture Landcare Grants in round six of the programme.

Next steps

©Continue to support the a2™ Farm Sustainability Fund and

Sustainable Agriculture Landcare Grants, with a focus on

sustainable farming practices.

©Establish farmer grant programme in the USA.

Lincoln University research partnership

The Company has established a partnership with Lincoln

University in New Zealand and commenced a research project

aiming to enhance on-farm resilience and deliver positive

environmental outcomes. Lincoln University is a specialist

agriculture-based tertiary institution and is committed to being

an exemplar of sustainable practices for the land-based sector

and ecosystems within it. The research project will be conducted

over a three-year period and is focused on GHG reduction, soil

health and water quality and the Company has engaged with

some of its supplier farms to participate in the research.

THE a2 MILK COMPANY38

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Sustainable packaging
Sustainable packaging is an important element in the Company’s ambition to protect the planet. It is also an

increasingly important area for many stakeholders, including consumers. The Company has a vision for as much of its

packaging as possible to be reusable, recyclable or compostable.

Targets and commitments

100%

reusable, recyclable, or compostable

packaging by 2025

70%

plastic packaging being recycled

or composted by 2025

50%

average recycled content included

in packaging by 2025

Phase out

of problematic and unnecessary single-use plastics

packaging by 2025

Achieving this will require a region-by-region and product-by-

product approach over time. In the latest year there was a focus

on products sold in Australia and New Zealand. Australia first

introduced the ‘2025 National Packaging Targets’ in 2018 and

updated them in 2020. The targets require a complete and

systemic change to the way Australia creates, collects and recovers

product packaging, and are an important step on the country’s

journey towards a circular economy for packaging.

The targets are overseen by the Australian Packaging Covenant

Organisation (APCO) which recently completed a review into the

2025 targets. The report written by APCO on the 2025 targets

noted that in order to meet the targets, collaboration across

the entire packaging system is needed and APCO is focusing its

resources on helping business bring the system together. In 2021,

a2MC became a signatory to the Covenant, strengthening the

Company’s long-term commitment to sustainable packaging. As

a signatory to the Covenant, a2MC is required to report on its

progress on an annual basis and to publish its action plan. This

covers all Australian sales which captures a significant proportion

of the Company’s product portfolio including IMF. During the year,

the Company extended and aligned its sustainable packaging

targets to APCO targets for products sold in all markets.

FY23 progress

©Fully recyclable packaging reduced from 90.2% in FY22 to

87.1% in FY23. This reduction was due to increased production

of UHT products. However, alternative packaging solutions

are being investigated through the long-term sustainable

packaging roadmap project to meet the ‘2025 National

Packaging Targets’.

©Developed the Company’s sustainable packaging roadmap.

©Submitted its second APCO Annual Report.

©Continued to investigate innovative packaging design for

sustainable solutions.

©Maintained an APCO rating of ‘Leading’.

Next steps

©Continue executing against the APCO action plan and make

progress against sustainable packaging targets.

©Explore options for inclusion of recycled content in milk

containers in Australia.

ANNUAL REPORT 202339

CONSUMERS
Bring the unique benefits of pure and natural a2 Milk™

to as many consumers as possible.

The Company’s trusted brand, its proprietary know-how and

A2 beta-casein expertise are valuable assets. The Company is

committed to ongoing investment to maintain and sustainably

grow these assets. In addition, the Company is focused on

responsibly marketing to consumers, delivering products that are

safe and of high quality.

The Company’s premium brand is strengthening in awareness,

penetration and loyalty to varying levels across its key markets. It

has increased its investment to grow and protect its brand and its

trade marks in all product categories and regions.

Through ongoing investment into scientific research and

development programmes, the Company is deepening its

expertise and advancing global understanding of the potential

health benefits of a2 Milk™. This science will underpin our future

product innovation, bringing the benefits of a2 Milk™ to a

broader audience of consumers.

There are three key focus areas to ensure the Company can

continue to deliver a targeted and differentiated brand proposition

and product portfolio:

©Build and strengthen brand adoration

©Create a distinctive product portfolio

©Invest in science, nutrition and beta-casein education

SUSTAINABLE DEVELOPMENT GOALS

SDG 3: Good health and wellbeing

Target 3.4

SDG 9: Industry, innovation and

infrastructure

Target 9.1

SDG 12: Responsible consumption

and production

Target 12.5

THE a2 MILK COMPANY40

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Build and strengthen brand adoration
The Company is committed to increasing investment levels to

improve brand equity in its key markets of China, ANZ and the

USA. The Company targets consumers who experience perceived

discomfort consuming products that contain A1 beta-casein protein

as well as progressive and health-conscious consumers who are

drawn to the differentiated and quality proposition that a2MC

delivers. When targeting consumers who would otherwise limit

their consumption of dairy products or avoid them altogether, the

Company’s marketing approach emphasises the potential health

and well-being benefits of its branded products. a2MC aims to

‘welcome these consumers back to milk’. Many consumers and

healthcare professionals report that people who experience digestive

issues drinking regular cows’ milk may experience benefits when

they switch to a2 Milk™.

Create a distinctive product portfolio

The Company is committed to innovation and continuing the

growth of its distinctive product portfolio. The Company’s product

portfolio is based around the benefits of products made from milk

that contains only A2-type protein and no A1. The product portfolio

can be divided into three core categories: liquid milk, infant milk

formula and macro milk. Each is positioned in the premium segment

of their respective categories. The Company’s approach to growing

and innovating its products varies within each market in which

it operates – adapting to local consumer preferences, category

nuances, channel dynamics, regulatory requirements and overall

category maturity.

Invest in science, nutrition and A2 protein science

education

As the pioneer of the A2 protein science, the Company is also the

custodian of the category.

The Company’s science priorities have always aligned with its

business strategy, and most importantly, its consumer needs.

Science, and the newly created nutrition function, are enablers to

support growth and delivery of key strategic priorities, and decrease

risk to the business. The Company is increasing its investment in

strengthening its global leadership in A1/A2 beta-casein research.

Key strategic priorities include:

©Continue to strengthen the evidence supporting digestive

and broader gut health benefits of a2 Milk™.

©Expand research to explore the immune and cognitive

benefits of a2 Milk™.

©Expand on research across different life-stages.

Overall, with research being undertaken in China, ANZ and

USA, and with the integration of the science and nutrition

functions, a2MC will expand its scientific credibility, knowledge

and understanding of the A1/A2 protein science, enabling it to

communicate the functional story in an innovative manner.

a2 Centre of Research Excellence™

To strengthen its category leadership the Company is investing

in the a2 Centre of Research Excellence™ (a2 Core™).

The objective of a2 Core™ is to centralise research expertise

and education that will:

©Build credibility for A1/A2 protein science.

©Promote academic partnerships and industry collaborations

to define and shape the A1/A2 protein category.

©House research summaries, scientific references and education

materials for consumers, academics and health care professionals.

FY23 progress and next steps

The Company increased marketing investment by 13.1% in FY23

primarily reflecting a significant step-up in China above-the-line

brand investment as well as below the line activation in line with

its refreshed growth strategy. The focus into FY24 will be on

awareness and penetration.

FY23 regional highlights

China

©Continued to reach new highs for brand health

metrics, particularly in awareness with improvements

in loyalty.

©Launched new brand positioning campaign ‘a2 Milk™

Base Matters’.

©Relaunched EL a2 Platinum

®

with a dedicated

integrated marketing campaign, which received a

Gold Award at the most recent China International

Advertising Festival.

©Disruptively launched new campaign heroing fresh

a2 Milk™ and a2 Milk™ powder.

©Increased investment in digital marketing, and

expanded into emerging online channels.

©Launched new products, fresh a2 Milk™ low fat 1L

and a2 Nutrition for Mothers™.

©Expanded offline distribution in lower tier cities –

a significant driver of offline growth.

©Continued to drive a2™ brand preference and

strengthened brand reputation through meaningful

community campaign (Project Smile).

ANNUAL REPORT 202341

ANZ
©Launched a2 Milk

®

Lactose Free in Australia in August 2022 and achieved the highest value launch in the

dairy milk category for CY22 with over 1 million units sold in the Australian market in the first nine months.

©a2 Milk

®

products achieved rankings in the top ten products in the dairy category in Grocery.

©Continued to invest in brand and in ensuring strong in-market presence.

©Brand health metrics improved during the period.

©Brand leadership maintained with increased loyalty and household penetration.

©Largest brand advertiser in the fresh milk category in Australia.

International

©Delivered material improvements in brand engagement,

following increased brand support to resellers, and direct

engagement with daigou.

©Executed the transition to refreshed a2 Platinum

®

IMF

product across all English label channels, with multi-

channel marketing campaigns including the in-person

relaunch in Australia and digital consumer focused

campaigns in China.

©Launched "Little Tummies Love" campaign for

a2 Platinum

®

.

©Launched upgraded Smart Nutrition

®

fortified children’s

milk and premium a2 Milk™ Powder Tub format.

©Continued to experience growth in both the CBEC and

offline to online (O2O) channels.

USA

©New marketing campaign launched to drive

increased awareness and new consumers to brand.

©Received FDA enforcement discretion approval to

import a2 Platinum

®

IMF product (0–12 months).

©Continued to expand product portfolio with the

launch of a2 Milk

®

Protein + Collagen nutritional

powders and a2 Milk

®

 Grassfed liquid milk.

THE a2 MILK COMPANY42

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

CHINA LABEL IMF MBS VALUE SHARE
4

CHINA LABEL IMF DOL VALUE SHARE

3

CHINA UNPROMPTED BRAND AWARENESS

2

FYFYFY

%

%

%

FYFYFY

%

%

%

FYFYFY

%

%

%

CONSUMERS

Brand HealthMarket ShareInnovationSupply Chain

China

unprompted

brand

awareness

AU household

penetration

USA

household

penetration

MBS share

DOL share

CBEC share

O2O + Daigou

share

AU fresh milk

share

USA premium

milk share

China other

dairy /

nutritionals

growth

Emerging

markets

development

USA sales

from new

products

ANZ sales

from new

products

Access

to ≥3 CL

registrations

CL inventory

management

EL inventory

management

Quality

outcomes

Supply chain

efficiency

Medium term measures of success

On track

MARKETING INVESTMENT INCREASED

1

FYFYFY



















USA ANZ China

Work in progress

1 Marketing investment by region in NZD$ million.

2 a2MC internal data based on the Company’s brand health tracking. Average brand health metrics for each financial year based on 3 surveys in FY21 and FY22, and

2 surveys in FY23. Sample skews to a2MC target consumers ie higher income earners based in Provinces / cities that are the focus of sales and marketing activities.

3 Smart Path China IMF online market tracking: domestic online platform sales (by value).

4 Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

14.0%

% of sales

revenue

15.9%16.4%

ANNUAL REPORT 202343

Tr u e a2™
The Company takes great care in leveraging its

significant proprietary know-how and quality

processes to deliver products that are made with

A1 protein free milk, are of the highest quality and

are safe and compliant with market regulations and

requirements.

The four pillars of the True a2™ ecosystem cover the complete product

lifecycle. While the ‘Made with a2 Milk™’ and ‘Testing’ pillars are

fundamental to the composition and safety of our products, the

‘Independent product audits’ and ‘QR – verification system’ pillars

demonstrate a2MC’s commitment to reducing risks around food fraud.

The True a2™ ecosystem captures the Company’s proprietary know how

and processes to deliver superior quality and traceable products. This

ensures that a parent in China or a parent in Australia has the same,

highest quality powdered products from The a2 Milk Company.

Underlying the four pillars is the Company’s scientific heritage, clinical

research and understanding, the quality of its raw materials, its

knowledge of beta-casein protein testing from farm to shelf, and its

production and supply chain.

Made with a2 Milk™

At The a2 Milk Company, we go to great lengths to ensure that our

a2 Milk

™ is from cows that naturally produce milk with only the A2-type

protein and no A1. Our farmers hand select cows that naturally produce

only the A2-type protein by using a simple and non-invasive genetic test

that analyses a hair or tissue sample from each cow. These cows are then

milked separately and the milk is segregated throughout the supply chain.

Testing

Testing is an integral part of the product development process. At

multiple stages along the a2 Platinum

®

and Zhi Chu

®

product journeys,

ingredients, packaging components, and the final product are tested.

This ensures all our a2 Platinum

®

and Zhi Chu

®

products meet the highest

quality and safety standards.

Independent product audits

The a2 Milk Company employs an independent third-party to verify its

a2 Platinum

®

and Zhi Chu

®

products. Oritain is a food-traceability expert

and tests samples of a2 Platinum

®

and Zhi Chu

®

products it obtains

straight from retail shelves to confirm that these products are

True a2™.

This testing is scientific, ongoing and completely independent.

QR code – verification system

Each and every can of a2 Platinum

®

and Zhi Chu

®

products has a

unique QR code, allowing consumers to obtain further information

about the product.

Product quality and food safety

The Company is committed to the highest standards

of product quality and food safety, especially given

a large proportion of its products are consumed by

infants, young children and pregnant women. The

Company has significant proprietary knowledge and

quality processes to deliver A2 protein products that

achieve these standards, as well as compliance with

other market regulations and requirements.

This commitment is supported by:

©A comprehensive and unique focus on A2 beta-

casein protein segregation and testing from farm to

finished product.

©A priority focus on food safety and quality

management audited by accredited third-party

verification agencies for both self-owned and third-

party manufacturing sites.

©Long-term partnerships with high quality third-party

manufacturers who share the Company’s focus and

ambition on social responsibility.

©Relevant industry certifications including ISO 9001

(IMF), SQF and BRC (GFSI recognised certification) at

all processing facilities.

©Ongoing monitoring and compliance with relevant

regulatory requirements in the markets in which the

Company operates.

©Investment in people and training to ensure

capability to meet product quality and food safety

standards.

©True a2™ system for our powdered products for

those most vulnerable.

Responsible marketing

The Company’s approach to marketing infant nutrition

aligns to the core principle of supporting breastfeeding

as the primary form of infant nutrition. The Company

has developed a premium, high-quality range of infant

nutrition products to provide parents an alternative

when breastfeeding is not an option.

The Company complies with local best practice in each

of its active markets with respect to the marketing of

IMF products.

Marketing in Australia of Infant Formula

(MAIF) and Infant Nutrition Council

The Company is a signatory to the MAIF Agreement

and a member of the Infant Nutrition Council, which

represents the major manufacturers and marketers

of infant nutrition in Australia and New Zealand. All

members abide by a Code of Conduct including the

MAIF Agreement and The Infant Nutrition Council

Code of Practice for the Marketing of Infant Nutrition

in New Zealand.

THE a2 MILK COMPANY44

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

SHAREHOLDERS
Create long-term, enduring value for shareholders

and a trusted, transparent relationship.

Delivering on this objective requires strong financial

performance underpinned by long-term strategic decision

making and supported by a robust capital management

framework. A focus on execution and close management of

business risks and opportunities are also critical to delivering

successful outcomes. The Company’s strong balance

sheet provides it with the flexibility to respond to risks and

opportunities in pursuit of long-term value creation in line

with the Company’s strategic objectives.

The Company continues to strengthen its strategic

partnerships to support its next phase of growth. Its

strategic partners provide a range of benefits including

manufacturing expertise, market access support, distribution

and logistics services, and consumer and regulatory insights.

Maintaining transparency with the Company’s shareholders

ensures they are informed, and updated with the

Company’s strategic priorities and decision-making

processes. The Company continues to provide more

information through its approach to integrated reporting

and a variety of reporting frameworks including the Task

Force for Climate-related Financial Disclosures, Carbon

Disclosure Project, Global Reporting Initiative (GRI) and

alignment to New Zealand’s External Reporting Board (XRB)

and the International Sustainability Standards Board (ISSB).

In FY23 the Company made meaningful progress against

its medium-term financial ambitions, with strong growth

in revenue and earnings, and is well positioned for further

growth in a challenging market.

SDG 8: Decent work and economic growth

Target 8.2

SUSTAINABLE DEVELOPMENT GOALS

+10.1%

Revenue growth

13.8%

EBITDA margin

+28.7%

Earnings per share

(EPS) growth

+8.5%

Closing share price growth

46.7%

Return on capital

employed (ROCE)

1

$149m

Share buyback

completed

KEY METRICS DATA (FY23)

The Company's medium-term ambition is to grow sales from

$1.2 billion in FY21 to approximately $2 billion by FY26 or

later and to improve EBITDA margins in the 'teens'.

1. ROCE is defined as EBIT/Capital Employed. Capital Employed is calculated

as total assets less current liabilities and cash and term deposits.

ANNUAL REPORT 202345

Capital allocation to drive growth
The Company’s capital allocation framework prioritises investment

in growth initiatives ahead of returning capital to shareholders.

There are several critical elements to be considered as part of the

capital framework.

Firstly, the Company will invest to grow its core business in

existing markets, which includes investment to build its business

in China, supply chain transformation, and other infrastructure to

support growth.

The second element is investment to expand the boundaries of its

business. This includes:

©Expanding its presence in an existing market with a new

product, or entering a new market with an existing product.

©Assessing complementary mergers, acquisitions and joint

ventures to drive further growth in core markets.

Thirdly, the Company needs to ensure it maintains a level of

balance sheet strength and flexibility to support business growth

and risk management activities, and to manage in uncertain

operating environments.

Finally, the Company will make decisions to return excess capital

to shareholders where it is in shareholders’ long-term interests

to do so.

The Company’s capital allocation framework is continually

reviewed by management and the Board and is summarised

in the image below.

Capital management

On 20 March 2023, the Company announced the completion

of its on-market share buyback. Over the course of the buyback

programme, the Company acquired 21,680,314 shares,

representing 2.9% of issued capital. The average price for the

purchases was NZ$6.87 per share (excluding brokerage costs).

The acquired shares were cancelled and the total outstanding

ordinary shares in the Company following the completion of the

buyback is 721,976,214.

As a result of the buyback programme, the Company has further

reduced its Share Capital in its Consolidated statement of

financial position and reported Share Capital of NZ$100,000 for

FY23 (FY22: NZ$149,157,000).

CAPITAL ALLOCATION FRAMEWORK

Capital funding

Excess cash flow

Operating cash flow generation

Shareholder returns

Grow the core business in existing

markets

—Invest in building core business

—Transform supply chain

—Enable investment in systems,

infrastructure, quality, safety and

expertise

—Organic growth – existing and new

products/new retail channels

—Assess M&A opportunities to support

core business growth and supply

chain evolution

Expand the boundaries

—Adjacent new product categories in

existing markets

—Geographic expansion of existing

products into new markets

—Assess M&A opportunities to

expand boundaries

Balance sheet strength and flexibility

—Capacity to support business growth

and risk management initiatives

—Maintain a conservative cash reserve to

manage in an uncertain environment

THE a2 MILK COMPANY46

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Strategic partnerships and supply chain
investments

The Company has built its foundations with a number of key

strategic partnerships.

Each partner brings different strengths that enable the

Company to execute against its strategic objectives. In particular,

its strategic partnerships with China National Agriculture

Development Group, China Animal Husbandry Group and China

State Farm Agribusiness provide invaluable insights and assistance

in understanding the consumer and regulatory environment in

China. a2MC also has supply and other relationships with Synlait,

MVM and Fonterra.

China National Agriculture Development

Group Co., Ltd.

China National Agriculture Development Group Co., Ltd.

(CNADC) is a leading State-Owned Enterprise (SOE) and offers

comprehensive agricultural services in mainland China. CNADC is

responsible for meeting China’s agricultural needs with 17 wholly-

owned or share-controlled subsidiaries, and three publicly listed

companies. CNADC’s knowledge of the Chinese market and its

ownership of China State Farm Agribusiness and China Animal

Husbandry Group positions it as a strong partner for a2MC for

the long-term.

China State Farm Agribusiness

China State Farm Agribusiness Holding Shanghai Co., Ltd (CSFA)

is an SOE and became the Company’s exclusive logistics and

distribution partner for IMF products in China in 2013. CSFA is

the exclusive import agent for the Company’s China label IMF

products with 120 active IMF distributors and approximately

110 UHT and milk powder distributors throughout the country.

The Company renewed its agreement with CSFA for a term of

five years from 1 October 2022 and entered into a longer term

strategic co-operation agreement. CSFA’s China expertise is of

significant value to a2MC in managing its operations effectively.

China Animal Husbandry Group

China Animal Husbandry Group (CAHG) is an SOE and became a

strategic partner when the Company purchased 75% of MVM in

2021. CAHG holds 25% of MVM and is also owned by CNADC.

The partnership with CAHG provides the opportunity to build and

enhance the Company’s relationships with key partners in China.

Synlait

Synlait Milk Limited (Synlait) has produced a2MC’s IMF products

since 2012 and sources its milk from the Canterbury Plains and

Waikato regions in New Zealand. a2MC and Synlait renewed their

agreement in 2019. The agreement outlined a two-year extension

to the original agreement providing for a rolling three-year term

from 1 August 2022 (i.e. an evergreen agreement subject to

termination by either party on three years notice). In addition

to its supply agreement, a2MC holds a 19.8% equity interest in

Synlait, making it the second-largest shareholder. Synlait’s largest

shareholder is Bright Dairy, a multinational food and beverages

manufacturing company headquartered in China. Bright has a

39.0% interest in Synlait and is its controlling shareholder.

Mataura Valley Milk

Mataura Valley Milk (MVM) is a purpose-built nutritionals facility

and sources milk from Southland in New Zealand. a2MC acquired

a 75% interest in MVM in July 2021. The acquisition provides

a2MC with a unique opportunity to insource certain volumes

from Synlait, to prioritise innovation of an owned facility, achieve

additional China label registrations over time and capture

vertical manufacturing margins. FY23 was the Company’s first

full year with its 75% interest in MVM. In FY23, the Company

has fully internalised whole milk and skim milk powder products

through MVM.

Fonterra

In 2018, the Company announced arrangements with Fonterra

Co-operative Group Limited that include an exclusive licensing

agreement for the production, distribution, sale, and marketing of

a2 Milk™ branded fresh milk in the New Zealand market.

ANNUAL REPORT 202347

Environmental Social & Governance Reporting
With the adoption of the ISSB standards through both New Zealand’s External Reporting Board (XRB) and the

Australian Treasury's climate-related disclosure requirements, the Company acknowledges the importance of

Environmental, Social and Governance (ESG) reporting.

The Company reports against the TCFD framework and reports

with reference to ‘Integrated Reporting’ principles. In addition

to this, the Company has considered the GRI universal standards

and undertook an ISSB readiness assessment in FY23. Based on

this work, the Company believes it is prepared to align to the

standards when released at the end of the financial year. An

index for each of the frameworks the Company has aligned to

is available on its website in the ESG reporting library at www.

thea2milkcompany.com/ESG-reporting.

Taskforce on Nature-related Financial Disclosures

In March 2023, the Taskforce on Nature-related Financial

Disclosures (TNFD) released its fourth and final beta framework

with plans to publish final recommendations in September 2023.

Given the importance of nature to its business model and

activities, the Company conducted two nature-based risk and

opportunity assessments on areas of significant geographical

footprint in FY23. With the TNFD framework to be released

in FY24, the Company is preparing to report in line with the

requirements and recommendations of the framework and

expects to increase its transparency and accountability in relation

to nature related risks and opportunities moving forward.

Task Force on Climate-related Financial Disclosures

The Company undertook its second climate scenario analysis in

FY22. Despite the increased reporting done by the Company

throughout the year, it decided to not conduct a third analysis

as there were no material changes to the business during the

FY23 period. The Company has remained focused on its strategic

responses to the risks identified in FY22, with the release of its net

zero roadmap and its focus on consumer demands. The Company

will conduct a refreshed analysis in FY24 to comply with the

upcoming ISSB and XRB standards and ensure it is aligned with

the latest sustainability requirements.

New Zealand’s External Reporting Board

In December 2022, New Zealand’s External Reporting Board (XRB)

announced the publication of the climate-related disclosures. The

XRB Climate Standards considers both the TCFD framework and

the ISSB standards. Given the work done to adhere to the ISSB

standards, the Company is prepared to report against XRB when

required in FY24.

Australian Treasury

In June 2023, the Australian Government released a consultation

paper for the proposed climate-related disclosure requirements.

The standards are an interpretation of the ISSB standards that

were finalised in June 2023. Given the work done to adhere to

the ISSB standards, the Company is prepared to report against

Treasury's climate-related disclosures when required in FY25.

International Sustainability Standards Board

In June 2023, the International Sustainability Standards Board

(ISSB) released the first universal ESG related standards, IFRS

1 (general sustainability standards) and IFRS 2 (climate related

standards), which aim to promote transparency and consistency

in sustainability reporting. To further strengthen these standards,

the ISSB incorporated several other sustainability frameworks,

including the Taskforce on Climate-related Financial Disclosures

(TCFD), Value Reporting Framework (VRF) (including Integrated

Reporting), Sustainability Accounting Standards Boards (SASB)

and reference to the Global Reporting Initiative (GRI).

Sustainability Accounting Standards Board (SASB)

SASB aims to identify the sustainability-related risks and

opportunities that are material to understanding how an

organisation creates value. As a part of the ISSB readiness

assessment, the Company considered the SASB, Food and

Beverage – Meat, Poultry and Dairy standards when disclosing

ESG metrics.

Global Reporting Initiative (GRI)

In 2023, the Company aligned to the GRI universal standards.

The GRI is an independent international standard that aims to

standardise comparable, and consistent ESG information.

THE a2 MILK COMPANY48

PROGRESS TOWARDS OUR GOALS CONTINUED

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Carbon Disclosure Project
The Company completed its fourth submission of the Carbon

Disclosure Project (CDP) Climate Change questionnaire. The

questionnaire measures and outlines the risks and opportunities the

business faces with regards to climate change. The questionnaire

is scored by CDP and then released for public review following

the rating. This provides transparency to shareholders on

climate change impacts and how the Company is navigating

these challenges. The rating also provides shareholders with a

comparison to other corporates as it relates to its approach to

climate change. The Company submitted the next iteration of

the survey in July 2023, and is considering whether this will be its

final submission given the expanded climate reporting that will be

required in FY24 and FY25.

Australian Packaging Covenant Organisation

In FY23, the Company submitted its second Australian Packaging

Covenant Organisation (APCO) Annual Report (Page 39 of this

Annual Report) and received a 'leading' rating.

Anti-Modern Slavery

In FY23, the Company released its third Modern Slavery Statement

under the Modern Slavery Act (page 29 of this Annual Report).

Reconciliation Action Plan

The Company formally commenced its reconciliation journey by

committing to the Reconciliation Action Plan (RAP) framework

established by Reconciliation Australia. In April 2023, the

Company received formal endorsement for its first ‘Reflect’ RAP.

Indicative external reporting pathway

FY23

XRB New Zealand Climate

Standards 1 & 3

FY24

XRB reporting

FY25

Treasury/ISSB reporting

FY26+

IFRS S1 & S2

©Align to TCFD

©Align to SASB

©Align to GRI

©External gap assessment

against XRB and ISSB

©Obtain limited assurance

over selected ESG

disclosures

©Align to XRB

©Continue limited

assurance procedures

over selected ESG

disclosures

©Continue to build

upon nature risk

and opportunity

assessments in

preparation for TNFD

alignment

©Align to Australian

Treasury's climate-related

disclosure requirements and

ISSB S1/S2

©Obtain reasonable level of

assurance over Scope 1 and

2 emissions

©Continue limited assurance

procedures over selected

ESG and climate disclosures

©Continue aligning to TNFD

©Align to XRB, ISSB and

Australian Treasury's

climate-related disclosure

requirements

©Align to TNFD

©Obtain reasonable level of

assurance over Scope 1 and

2 emissions

©Continue limited

assurance procedures

over selected ESG metrics,

climate disclosures and

transition plans

ANNUAL REPORT 202349

Risks and opportunities
The Company recognises that the management

of risks and opportunities is an inherent part of

actively growing and developing the business.

Effective risk management anticipates risk, develops strategies

to manage risk and enables the Company to capitalise on

opportunities, which is critical to sustainable, long-term

value creation.

The a2 Milk Company Risk Management Policy outlines the

programme the Company has implemented to deliver appropriate

risk management within its processes, systems, culture and

decision making. A copy of the Risk Management Policy is

available at www.thea2milkcompany.com/corporate-governance.

Governance of risk

The Board is responsible for the overall system of internal control

and has delegated responsibility for ensuring that the Company

maintains effective risk management and internal control systems

and processes to the Audit and Risk Management Committee. The

Audit and Risk Management Committee reviews the risk profile

including material business risks and provides regular reports to

the Board on the operation of the internal control system.

The Company’s management is responsible for designing and

implementing risk management and internal control systems

which identify material risks for the Company and aim to provide

the Company with warnings of risks before they escalate.

Management implements the action plans developed to address

material business risks across the Company.

Management regularly monitors and evaluates the effectiveness

of the action plans. In addition, management promotes and

monitors the culture of risk management within the Company and

compliance with the internal risk control systems and processes.

Management reports regularly to the Board regarding the status

of the risk management programme and reviews its effectiveness

with the Board.

The Committee and management may also refer particular

risk management issues to the Board for final consideration

and direction.

Approach to risk management

The Company’s approach to risk management is anchored to ISO

31000 principles to ensure that robust foundations support our

processes and procedures and, in doing so, this allows the Board

to fulfil its governance responsibilities by making a balanced

assessment of the risk management process. Risks are identified,

assessed and monitored through regular workshops with senior

management and the Audit and Risk Management Committee.

Mitigating actions and controls are designed to limit the likelihood

of key risks occurring, as well as the associated impact if these

risks occur.

The Company’s risk management approach evolves continually

as we identify, assess, mitigate, and monitor both financial and

non-financial risks that may affect our ability to achieve our

strategic goals.

The Company has identified nine sources of risk and opportunity

relevant to its business activities. The pages that follow provide

an overview of each source of risk, including key economic,

environmental and social risks with the potential to materially

impact the Company’s ability to achieve its objectives. They also

summarise how the Company is responding to those risks, as well

as associated opportunities.

The sale of nutritional

food products

PAGE 51

Doing business in

international markets

PAGE 52

Major international

events

PAGE 53

Competitive

intensity

PAGE 54

Climate and

nature

PAGE 55

Strategic

partnerships

PAGE 56

Evolving technology

and cyber security

PAGE 57

Talent and

culture

PAGE 58

Social licence

to operate

PAGE 59

The nine sources of risk

THE a1 MILK COMPANY50

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

The sale of nutritional food products
The a2 Milk Company supplies food products for human consumption, including complex

nutritional products for consumption by infants and children. As a result, the Company is

inherently exposed to potential product quality, food safety and/or food integrity events.

KEY RISKSKEY RESPONSES

Genuine, perceived, or alleged contamination,

or unsafe products

©Priority focus on food safety and quality management

©Food safety and quality systems audited by accredited third-party

verification agencies

©High-quality third-party manufacturing partners

©Rigorous positive release protocols (comprehensive testing of product

quality and integrity prior to the release of finished product)

©Traceability systems

©Product innovation and technology to enhance product security

©Testing of certain distributed products in selected markets

©Dedicated customer careline covering all active markets

KEY OPPORTUNITIES

An increasingly health-conscious society combined with the size and enduring nature of the nutritional food category provides

significant opportunity to:

©Leverage our pioneer status to promote the benefits of products made with a2 Milk™.

©Assert the Company’s competitive advantage in beta-casein testing and technology (our True a2™ ecosystem – page 44).

©Continually advance an uncompromising Quality Assurance programme.

©Maximise the potential of our existing product portfolio in key markets.

©Explore opportunities to innovate and expand our existing product portfolio, and enter adjacent product categories

to drive growth.

ANNUAL REPORT 202351

Doing business in international markets
With the Company’s expanding geographical footprint, it is exposed to various risks and

opportunities associated with conducting business in international markets.

KEY RISKSKEY RESPONSES

Changing macro trends (including demographic,

economic and social trends), which can impact the

size of addressable markets and/or the complexity

of operating in those markets (e.g. declining China

birth rates)

©Continued strong investment in brand to grow share

©Agile approach to the execution of sales and marketing programmes,

adjusting where appropriate to reflect shifts in consumer and channel

dynamics

©Leverage multi-label, multi-channel portfolio to broaden distribution

Geopolitical tension and regulatory environments

influencing channels to market, market access,

product registrations, trade tariffs, taxes,

and quotas

©Strong understanding of local standards, regulations and guidelines,

supported by expert in-market advisory

©Strong strategic and collaborative partnerships with Chinese State-owned

enterprises

1

©A multi-product, multi-channel route to market strategy for the sale of

infant nutrition into China

Foreign currency exchange rate volatility ©Treasury management activities, providing oversight and monitoring of

foreign currency exposures with some cash flow hedging

Multilayered, complex, and opaque route to

market channels

©Actions taken to simplify and delayer our English label infant milk

formula distribution network, supported by more transparent partner

relationships and greater control

Renewal of the SAMR product registration

2

for

China label infant nutrition

©Close partnership with infant nutrition manufacturer, Synlait, which holds

GACC

3

and SAMR registrations allowing canned formula to be exported

to and sold into the China market

©Supported Synlait to successfully complete SAMR registration

©Operational plans in place to navigate orderly transition to newly

registered China label product

Long-term approval of USA IMF ©Close collaboration with Synlait, to complete and submit the New Infant

Formula Notification for the sale of USA IMF product beyond the period

of enforcement discretion

©Use of third-party local experts for FDA guidance

KEY OPPORTUNITIES

Doing business in international markets provides the opportunities for us to fulfil our strategic goal to ‘bring the unique benefits

of pure and natural a2 Milk™ to as many consumers as possible’. These include:

©Significant further growth potential of infant nutrition and other products in China, the largest and most attractive market

for infant nutrition globally.

©Exposure and potential entry to attractive new markets.

©Ability to leverage the unique benefits of a2 Milk™ to engage with consumers in international markets.

©Operational resilience through developing and leveraging enduring strategic relationships.

©Experience sharing of consumer and product insights across markets.

1 Refer to shareholders section for detail on partnerships

2 China’s State Administration of Market Regulation (SAMR) requires registration to be held in the name of the manufacturer as opposed to the brand owner. The

current registration for a2MC China label products was granted to Synlait in June 2023 and expires in September 2027

3 General Administration of Customs of the People's Republic of China

RISKS AND OPPORTUNITIES CONTINUED

THE a2 MILK COMPANY52

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Major international events
The COVID-19 pandemic and international events have caused unprecedented social, economic

and supply chain disruptions globally. Additionally, potential outbreaks of animal diseases are a

risk for the business.

KEY RISKSKEY RESPONSES

Route to market disruption and transport cost

volatility

©Continued close cooperation with Synlait to maintain continuity of infant

milk nutrition supply, and third-party suppliers in Australia and the USA

to maintain continuity of liquid milk supply

©Increased warehousing locations in China to mitigate against disruptions

caused by lockdowns associated with COVID-19

©Enhanced inventory surveillance and reporting to maintain stock control

and availability through the supply chain

©Hold safety stock levels to withstand short market disruptions

Health and wellbeing of our people ©Adoption of robust infection control protocols in line with all relevant

government requirements, particularly across the Company’s

manufacturing facilities

Inflationary pressures creating volatility in

operating costs and availability of ingredients and

raw materials

©Use of long-term milk supply agreements in certain markets

©Forward procurement of key ingredients to stabilise price and ensure

availability

©Dual sourcing of supply for certain ingredients

©Strong premium brand providing platform for cost recovery to varying

extent through wholesale price adjustments

Potential animal disease incursions impacting the

ability to supply export markets

©Assist farmers with farm biosecurity plans and preparedness

©Development of Business Continuity and Crisis Management frameworks

and procedures including simulations to mimic real life events

KEY OPPORTUNITIES

Our response to global events provides opportunities to enhance our profile in existing markets, and provide support to

disrupted markets.

©Consumer share gain opportunities through ensuring product availability in a supply-constrained environment.

©Our Company structure and culture provides agility to rapidly respond to global events.

©New market/product opportunities.

ANNUAL REPORT 202353

Competitive intensity
The a2 Milk Company has experienced significant growth over recent years, driven predominantly

by the success of its infant nutrition businesses in Australia and China and liquid milk businesses

in Australia and the USA. This success has inspired others to compete with a2MC in the A2 beta-

casein protein segment.

KEY RISKSKEY RESPONSES

Market share erosion in core markets due to

domestic brands’ potential to resonate and

connect more effectively with local consumers than

international brands

©Significant and ongoing investment in brand building activities globally

©Use of consumer and health care professional education to ensure clear

understanding of the unique A2 protein proposition and benefits

©Significant and ongoing investment in science, nutrition and innovation

globally to ensure the Company delivers unique consumer value

propositions in all its markets underpinned by its proprietary know-how

and quality processes

©Regular monitoring of market share data and proprietary research into

consumer/shopper insights, preferences, and expectations

©Continued investment in intellectual property to expand the Company’s

trade mark and patent portfolio

Infringements of our intellectual property rights

resulting from third-party conduct or claims against

such IP rights

©Monitoring infringement of the Company’s IP and taking action to

protect it

Counterfeit products ©Processes and technology to identify and manage potential counterfeit

products including the use of external agencies and in-market

authentication testing

©Development of the True a2™ ecosystem, which includes independent

product audits and QR code verification systems to ensure products are

of the highest quality and safety (see True a2™ page 44)

KEY OPPORTUNITIES

While competitive intensity can present market share erosion risks, it also expands consumer awareness and engagement with

the benefits of a2 Milk™, encourages opportunities in relation to product innovation, and allows a2MC to further leverage its

‘pioneer’ and premium brand status. Opportunities exist to:

©Emphasise our proprietary know-how and quality processes to deliver A2 protein products that are of unrivalled quality.

©Invest in science, nutrition and innovation to continue to pioneer the future of dairy and explore new opportunities.

©Drive awareness and education of our unique A2 protein proposition and benefits to increase our consumer base.

RISKS AND OPPORTUNITIES CONTINUED

THE a2 MILK COMPANY54

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Climate and nature
Being heavily dependent on agricultural inputs, a2MC is exposed to short, medium and long-term

climate and environmental risks including physical risks resulting from acute and chronic changes

in climate, and transition risks resulting from regulatory, or market pressures associated with

on-farm emissions (see Task Force on Climate-related Financial Disclosures statement and index,

within sustainability reporting library).

KEY RISKSKEY RESPONSES

Climate change effect on biodiversity, soil,

ecosystems, water access and uncertainty in carbon

pricing, quality and availability of raw materials and

ingredients

©Established baseline and set targets for GHG emissions

©Establishing baselines and setting targets for water consumption,

waste-to-landfill and product packaging (see pages 33 to 39)

©Sourcing milk from diversified milk pools within New Zealand, Australia

and the USA and incorporating climate impacts into future sourcing

strategies

©Investing in new technologies and emissions reduction initiatives, such

as upgrading the coal-fired boiler at MVM to high-pressure electrode

using renewable energy

©Global framework for farm environmental plans, addressing the most

material aspects of environmental management in the dairy industry

©Farmer grant programmes to support farmer-led sustainable dairy

farming projects

Risk of natural disasters (e.g. flooding, drought,

earthquake), particularly in Dunsandel given the

China label product registration

©Diversification of processing locations with capability at both Synlait

and MVM

©Plan to obtain additional China label registrations

©Insurance coverage

KEY OPPORTUNITIES

Acknowledging climate and nature risks provides significant opportunity for the Company to play a leading role in driving

industry change. Building trust with increasingly climate aware consumers and ensuring climate scenarios and modelling are

considered in medium-term and long-term strategic planning to develop operational resilience. Opportunities exist to:

©Develop operational resilience by incorporating climate and nature scenario modelling into long-term strategic planning.

©Strengthen brand and social positioning via a leadership position in GHG emissions reduction, recyclable packaging and

farming practices.

©Realise increased productivity and efficiency via new technologies and practices that lower emissions and environmental

impact.

©Enhance our climate risk modelling and Task Force on Climate-related Financial Disclosures (TCFD) reporting and early

adoption of the voluntary Taskforce on Nature-related Financial Disclosures (TNFD) framework.

ANNUAL REPORT 202355

Strategic partnerships
The Company’s success has been underpinned by relationships with key strategic partners,

including critical supply and distribution partners. As a result, the business is inherently exposed

to the operations of key partners changing in a material way, or as the result of one or more

partners reprioritising their support for a2MC.

KEY RISKSKEY RESPONSES

Disruption to key partner operations impacting

supply and/or access to critical markets

©A broad range of strategic partner relationships have been developed

over time

©Long-term partnership with dairy nutritionals manufacturer, Synlait,

complemented by the Company’s equity interest in that business (and

in which Bright Dairy, a multinational food and beverage company

headquartered in China, has a 39.0% interest)

©Supplier diversification through driving insourcing and innovation at

MVM

©Strong partnership with China State Farm Agribusiness, a2MC’s

exclusive import agent and master distributor for its China label

products

©Strengthened relationship with key partners in China via joint

investment in MVM with China Animal Husbandry Group (CAHG)

1

Key partners reprioritising their support for a2MC or

failing to act ethically or in line with a2MC’s values

©Multiple milk processors contracted in Australia and the USA, mitigating

reliance on a single processor in these regions

©A controlling 75% interest in MVM supports growth of the Company’s

nutritionals business and further strengthens our relationship with

China National Agriculture Development Group Co., Ltd. (parent

company of CAHG)

1

©Actions taken to simplify and de-layer our English label infant milk

formula distribution network, supported by more transparent partner

relationships

Ability to ensure timely supply of finished products

to customers

©Ongoing access to milk pools that exceed the Company’s current usage

requirements

©Access to manufacturing capacity that exceeds current usage

requirements

KEY OPPORTUNITIES

Our key partnerships provide significant opportunities including:

©Access to high quality manufacturing capacity to support growth ambitions.

©Access to international markets (including opportunities to expand product registrations).

©Opportunities to diversify supply chain partners over time to build operational resilience.

RISKS AND OPPORTUNITIES CONTINUED

1 Refer to shareholders section for detail on partnerships.

THE a2 MILK COMPANY56

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Evolving technology and cyber security
Technology is used by a2MC to build and promote brand loyalty, process transactions, manage

stock, manage product purchases and deliveries and manage operational production amongst

other functions. Uninterrupted availability of the technology solutions is a crucial element of the

value creation chain.

KEY RISKSKEY RESPONSES

Cyber-attacks (including ransomware) and unauthorised

disclosure of, or loss of, confidential

data/information

©Continue to improve cyber security systems and protections,

including engagement of specialised third parties to assist with

24/7 monitoring, classification and restriction of access to sensitive

information, conducting regionally-specific cyber security audits,

implementing more sophisticated cyber tracking and monitoring tools

Reliability/stability of critical applications ©Continued transitioning core functions to Tier 1 cloud-based

enterprise resource planning (ERP) software

©Implemented best of breed cloud-based solutions for functions which

are outside the scope of ERP and continue to reduce the number of

legacy applications in use across the business

KEY OPPORTUNITIES

Advances in technology also present significant opportunities, including:

©Digital platforms that support consumer engagement and marketing initiatives.

©Real-time data combined with the use of Artificial Intelligence (AI) to drive insights and informed decision making.

©The use of emerging product technology including supply chain traceability systems.

©Increased automation of manufacturing, sales and distribution processes over time.

ANNUAL REPORT 202357

Talent and culture
The Company relies on the talent and wellbeing of its people and the effectiveness of its culture

for success. The loss of business-critical skills or the inability to identify, attract and retain

qualified people could have a direct impact on managing business operations successfully.

KEY RISKSKEY RESPONSES

Failure to adequately protect the physical and

psychological wellbeing of our workforce resulting

in harm to health, safety and wellbeing

©Investment in dedicated programmes and resources that support our

people; including ‘the way we work’ policy, health expos, partnership with

Headspace, integrative employee assistance programme and ‘stop for safety’

initiatives

©Implementation of dedicated site safety managers at both manufacturing

sites

©Actively promote an inclusive and diverse workplace through initiatives that

reiterate our culture of ‘bringing your authentic self’ to work

©Continue to invest in the development of constructive and humanistic

leaders through our 'Thrive' leadership development programme

Critical corporate knowledge and specialised skills

lost from the business, due to regrettable attrition

©Alignment of remuneration to market benchmarks, Company objectives and

risk tolerances

©Regular engagement surveys to drive targeted people initiatives

©Regular talent discussions at Executive Leadership Team (ELT) level

©Continue to evolve the operating model to reinforce talent and ‘bench

strength’ at all levels and functions

Impact to team productivity due to lack of

capability and capacity

©Investment in formal and on-the-job learning and development opportunities

to support individual development plans

©Evolve our operating model to support and promote global mobility, cross

functional skills transfer and promoting from within

KEY OPPORTUNITIES

Providing a safe, diverse, inclusive and engaging working environment is foundational to attracting, developing and retaining

talent, which in turn is critical to sustainable growth. Opportunities exist to:

©Amplify the unique attributes of working at a2MC and aim to be the employer of choice in the sector.

©Nurture the inherent energy, passion and enthusiasm that working for a trusted and unique brand attracts.

©Promote the employee experience, foster a learning environment, and celebrate diversity and inclusion.

©Cultivate our purpose-driven culture.

RISKS AND OPPORTUNITIES CONTINUED

THE a2 MILK COMPANY58

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Social licence to operate
Acting and operating in an ethical manner, consistent with the expectations of our shareholders,

customers, consumers, suppliers, regulators, governments, communities and other

stakeholders, protects our reputation and economic sustainability. A real or perceived abuse of

our social licence to operate could result in significant brand damage, financial loss, and the loss

of strategic partnerships.

KEY RISKSKEY RESPONSES

Non-compliant or sub-standard animal welfare practices ©The Company’s animal welfare programme aligns to globally recognised

frameworks for Animal Health and is evolving from the Five Freedoms

Model to the Five Domains Framework of animal welfare (refer to page 37)

Responsible marketing (e.g. promotion of breast milk

substitutes)

©Signatory to the Marketing in Australia of Infant Formula: Manufacturers

and Importers Agreement 1992 (MAIF Agreement) (refer to page 44)

©Cross-functional approval process implemented (including regulatory and

legal review) prior to publication of marketing material

Modern slavery in the supply chain (refer to page 29) ©Modern slavery risk management programme, with annual Modern Slavery

Statement submissions

©Corporate values and a suite of corporate codes and policies developed and

embedded (including a Code of Conduct and a Responsible Sourcing Policy)

Potential bribery and corruption allegations ©Corporate values and a suite of corporate codes and policies developed and

embedded (including an Anti-Bribery and Corruption Policy and Gifts and

Hospitality Policy)

Water usage, waste water and water pollution ©Established initial targets for water in New Zealand with plans to expand

water targets through nature risk and opportunity assessments

©Water use monitoring systems in place at MVM and Smeaton Grange milk

processing site

©Undertaking water usage reduction projects and utilisation of a waste-

water treatment system on-site at Smeaton Grange, with liquid waste

products returned to farms and used as fertiliser

©Farmer grant programmes to support farmer-led sustainable dairy farming

projects

KEY OPPORTUNITIES

Our purpose to pioneer the future of dairy for good refers to a significant leadership opportunity to do business the right way

and exceed stakeholder expectations in doing so. This includes:

©Aspire to lead the market in making a positive contribution to society. For example to set and monitor industry-leading

standards for animal welfare on a2MC supplier farms and to commit to engage and invest in the communities in which the

Company operates through proactive programmes as well as reactive support in times of need.

©Take a leadership position in protecting our planet.

ANNUAL REPORT 202359

Corporate governance
Governance 60

Directors 64

Executive Leadership Team 66

Remuneration 68

Governance

The Company is committed to maintaining the highest standards

of corporate governance. The Company’s corporate governance

framework has been established to ensure that directors, officers,

and employees fulfil their functions responsibly, whilst protecting

and enhancing the interests of shareholders.

Good corporate governance adds to the performance of

the Company, creates shareholder value and engenders the

confidence of the investment market.

The Company’s corporate governance framework has been

developed with regard to:

©the NZX Corporate Governance Code dated 17 June 2022

(NZX Corporate Governance Code)

©the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations,

4

th

Edition (ASX Principles)

For FY23 the Company’s corporate governance framework

complied with the recommendations in the NZX Corporate

Governance Code and the ASX Principles.

The Company notes the amendments to the NZX Corporate

Governance Code, which took effect from 1 April 2023 which

the Company will report against in its FY24 Annual Report and

Corporate Governance Statement.

Corporate Governance Statement

The Company’s Corporate Governance Statement, which is current

as at 30 June 2023 and approved by the Board, can be found at

www.thea2milkcompany.com/corporate-governance.

The Board

Role of the Board and delegation of authority

The Board is responsible for the overall governance and operations

of the Company, guiding the Company’s strategic direction,

monitoring risk, and overseeing the activities of management.

All issues of substance affecting the Company are considered by

the Board, with advice from external advisors as required.

The role and responsibilities of the Board are set out in the

Board Charter, available on the Company’s website at

www.thea2milkcompany.com/corporate-governance. These

include matters relating to the Company’s strategic direction,

financial performance, executive management, audit and risk

management, business planning, corporate governance and

disclosure, performance evaluation, workplace health and safety,

ethical conduct, and determining the Company’s sustainability, risk

management and strategy implementation, including to respond

to the Company’s environmental and social sustainability risks and

opportunities.

The Board delegates certain functions to its three Committees

(Audit and Risk Management Committee, People and

Remuneration Committee, and Nomination Committee). The

diagram opposite illustrates the Company’s corporate governance

framework.

THE a2 MILK COMPANY60

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Audit and Risk Management Committee (ARMC)
The principal purpose of this committee is to assist the Board in

fulfilling its corporate governance and oversight responsibilities

in relation to the Group’s risk management and internal control

systems, accounting policies and practices, sustainability risk

management and strategy implementation, internal and external

audit functions, and corporate reporting, including sustainability

reporting.

People and Remuneration Committee (PRC)

This committee assists the Board in overseeing the design and

implementation of appropriate people and remuneration policies

and practices for the Company, to ensure the Company can

deliver on its business objectives, remuneration is fair and current,

and the Company is compliant with relevant laws, regulations and

applicable listing rules.

Nomination Committee (NOM)

This committee assists the Board by considering nominations to

the Board to provide an appropriate mix of skills, experience and

diversity on the Board.

These Board committees are governed by charters detailing

their specific functions and responsibilities. The charter

for each committee is reviewed by the Board annually.

Copies of the committee charters are available at

www.thea2milkcompany.com/corporate-governance.

(i) Internal audit/external audit/legal and other

professional advice.

(ii) Accountability and reporting of corporate

governance and Board related matters.

(iii) Board delegates all matters except those

reserved for the Board or its Committees.

(iv) Responsible for day to day operations; leads

the Executive Leadership Team.

(v) Implements strategy and business plans;

manages performance and behaviours of teams

Governance framework

Independent

assurance

(i)

Company

Secretary

(ii)

Delegation and

oversight

(iii)

Delegation and

oversight

Delegation and


oversight

Accountability

and reporting

Accountability

and reporting

Accountability

and reporting

Board of

Directors

Board


committees

(ARMC, PRC,


NOM)

CEO

(iv)

Executive

Leadership

Te a m

(v)

ANNUAL REPORT 1,1261

Board size, skills and structure
During the reporting period, the Board comprised between five and seven independent non-executive directors (with David Wang

being appointed to the Board on 1 September 2022 and Kate Mitchell being appointed on 1 June 2023) and one executive director,

the Managing Director and CEO, David Bortolussi. Julia Hoare retired from the Board with effect from 30 June 2023. The Company’s

constitution provides for a minimum of four directors and a maximum of eight, of which at least two must be ordinarily resident in

New Zealand to comply with the NZX Listing Rules.

The Board comprises directors with a diverse range of skills, experience and backgrounds to support the effective governance and robust

decision-making of the Group. A summary of the key skills and experience of the current directors against those identified in the skills

matrix is set out below:

NO. OF DIRECTORS

(TOTAL OF 7)

CAPABILITY

LEVEL OF CAPABILITY

HIGHMEDIUM

Consumer products and innovation – experience as a senior executive in, or as a professional advisor to,

consumer products businesses, including sales and marketing, product innovation and supply chain

41

Digital, data and technology – experience and expertise in e-commerce as well as identifying, assessing,

implementing and leveraging digital and other technology, understanding the application and use of data

and analytics and responding to digital disruption

21

Financial acumen – understanding of financial statements and reporting, key drivers of financial

performance, corporate finance and internal controls

22

Food safety and quality – technical or managerial experience relating to food, food product development

and implementation and management of safe practices for the sourcing, production, transport and

distribution of perishable foods

21

Governance – experience in and commitment to the highest standards of corporate governance, including

as a non-executive director of a listed company, large or complex organisation or government body

22

International markets – experience as a senior executive in, or as a professional advisor to, international

businesses and exposure to global markets and a range of different political, regulatory and business

environments

34

Leadership – experience in a senior management position in a listed company, large or complex organisation

or government body, including experience in leading strategy development and execution

43

People and culture – experience in overseeing workplace culture, people management, development and

succession planning, setting remuneration frameworks and promoting diversity and inclusion

25

Risk management – experience in identification, monitoring and management of material financial and non-

financial risks and understanding, implementation and oversight of risk management frameworks and controls

23

Strategy and M&A – development of corporate and business unit strategy and/or mergers, acquisitions

and alliance structuring and execution

43

Sustainability – understanding and experience in sustainable practices to manage the impact of business

operations on the environment and community and the impact of climate change on business operations

13

The Board skills matrix identifies the predominant skills of each director. The Board has specifically limited each director to having a

maximum of four areas identified as ‘high capability’ and four areas identified as ‘medium capability’.

Board Committees

The Board’s three standing Committees facilitate and assist the Board in fulfilling its responsibilities. Other committees may be

established from time to time with specific responsibilities as delegated by the Board. The composition of the committees as at,

and throughout the financial year ended 30 June 2023 was as follows:

THE a2 MILK COMPANY62

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

GOVERNANCE CONTINUED

COMMITTEEMEMBERSINDEPENDENTNON-EXECUTIVE
Audit and Risk Management CommitteeJulia Hoare (Chair)

1

Warwick Every-Burns

Kate Mitchell

2

David Wang

3

Sandra Yu











People and Remuneration CommitteeWarwick Every-Burns (Chair)

Pip Greenwood

David Wang

3

Sandra Yu









Nomination CommitteePip Greenwood (Chair)

David Hearn

Julia Hoare

1







1 Julia Hoare: retired 30 June 2023

2 Kate Mitchell: appointed member 1 June 2023 and Chair 1 July 2023

3 David Wang: appointed 1 September 2022

Attendance at Board and Committee meetings

Director attendance at Board and Committee meetings during FY23 is set out below.

MEETINGS

OF THE BOARD

4

AUDIT AND RISK

MANAGEMENT COMMITTEE

5

PEOPLE AND

REMUNERATION

COMMITTEE

6

NOMINATION

COMMITTEE

HELDAT TENDEDHELD AT TENDEDHELD AT TENDEDHELD AT TENDED

David Hearn (Chair)7788

David Bortolussi

(Managing Director & CEO)

77

Warwick Every-Burns772222

Pip Greenwood772288

Julia Hoare

1

(Deputy Chair)772288

Kate Mitchell

2

1111

David Wang

3

662222

Sandra Yu772222

Held: meetings held during the period for which the person was a director or Committee member

1 Julia Hoare: retired 30 June 2023

2 Kate Mitchell: appointed 1 June 2023

3 David Wang: appointed 1 September 2022

4 In addition to the formal Board meetings, the Board also had 3 workshops to prepare for formal meetings and discuss any issues as they arose

5 In addition to the formal Audit and Risk Management Committee meetings, the Committee also had 3 workshops to prepare for formal meetings and discuss any

issues as they arose

6 In addition to the formal People and Remuneration Committee meetings, the Committee had 1 workshop to prepare for formal meetings and discuss any issues as

they arose

Corporate governance policies

The following policies, each of which has been prepared having regard to the NZX Corporate Governance Code and the ASX Principles

are available on the Company’s website at www.thea2milkcompany.com/corporate-governance:

©Code of Ethics ©Shareholder Communication Policy

©Continuous Disclosure Policy ©Global Whistleblower Policy

©Diversity and Inclusion Policy ©Global Anti-Bribery and Anti-Corruption Policy; and

©Risk Management Policy. Refer to the discussion

of this policy commencing on page 50

©Responsible Sourcing Policy

©Securities Trading Policy

The Board regularly reviews the performance and effectiveness of the Company’s corporate governance policies and procedures and,

if appropriate, amends those policies and procedures or adopts new policies or procedures, to uphold the integrity of the Company’s

corporate governance framework.

ANNUAL REPORT 202363

Directors
David has been a director of the Company since 5 February 2014, and Chair

since 30 March 2015. He is also a member of the Nomination Committee.

David has deep experience and skills in executive management, sales and

marketing and strategy development in fast moving consumer goods (FMCG)

in international markets. He has held senior executive roles including Chief

Executive Officer or Managing Director roles for FMCG companies including

Goodman Fielder Limited, UB Snack Foods Europe/Asia, PepsiCo foods

Europe, Del Monte UK, Smith’s Crisps and for the marketing services group,

Cordiant Communications Group.

In addition to his Company directorship, David is also Chairman of SafeStore

Holdings plc (a UK FTSE listed company) and Lovat Partners Limited. David

resides in the United Kingdom.

David Hearn

Chair & Independent,

Non-executive Director

Master of Arts

David joined the Company in February 2021 from his most recent role as

Group President – International Innerwear, HanesBrands. He joined Pacific

Brands in 2009 initially as Chief Financial & Operating Officer taking over as

CEO of the public company in 2014. In 2016, HanesBrands acquired Pacific

Brands and expanded David’s role to cover Australasia and subsequently

its international innerwear operations outside of the Americas. Prior to

this, David spent five years at Foster’s Group, where he held the role of

Chief Strategy Officer responsible for corporate strategy, M&A, business

development and performance improvement. Prior to Foster’s Group,

David held senior consulting roles at McKinsey & Company and PwC.

David’s career has largely been focused on the consumer and retail sector

in Australia and New Zealand complemented by significant international

experience in various markets and categories in China, SE Asia, the EU and

the USA. David resides in Australia.

Warwick has been a director of the Company since 23 August 2016. He is also

Chair of the People and Remuneration Committee and a member of the Audit

and Risk Management Committee.

Warwick has been a career Consumer Packaged Goods (CPG) executive

of global scale. His executive roles have included a career with The Clorox

Company of the USA as Senior Vice President, International, based in the USA

and prior to that as VP Asia Pacific. His earlier roles included Managing Director

of NationalPak Limited (the Glad Products Company ultimately acquired by

Clorox) and a long career with Unilever plc where he was based in Australia.

Warwick was a Non-Executive Director of the ASX listed Treasury Wine Estates

Limited from 2011 until 2022. Warwick resides in Australia.

David Bortolussi

Managing Director and CEO

Bachelor of Commerce

(University of Melbourne),

FCA, F FIN, MAICD

Warwick Every-Burns

Independent,

Non-executive Director

Advanced Management

Program (Harvard)

Pip Greenwood

Independent,

Non-executive Director

Bachelor of Laws (LL.B.),

University of Canterbury

(New Zealand)

Pip has been a director of the Company since 1 July 2019. She is also Chair of the

Nomination Committee and a member of the People and Remuneration Committee.

Pip is currently Chair elect and will assume the role of the Chair of the Board

following the conclusion of the Company’s 2023 Annual Meeting of shareholders.

Currently Pip is also the Chair of Westpac New Zealand and a director of Fisher &

Paykel Healthcare. She was previously a director of Spark New Zealand and Vulcan

Steel. Prior to becoming a full time director, Pip was a senior partner at law firm

Russell McVeagh, where she spent over 10 years on the firm’s board including

acting as the firm’s board Chair and interim CEO.

Pip brings extensive commercial and board experience to The a2 Milk Company

Board. A leader in the field of corporate law and in the New Zealand business

community, she is the recipient of numerous industry awards including being

named New Zealand ‘Dealmaker of the Year’ at the Australasian Law Awards 2018,

an accolade she has won five times; and she has twice been recognised as a finalist

at the Women of Influence Awards. Pip resides in New Zealand.

THE a2 MILK COMPANY64

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

David has been a Director since 1 September 2022. David sits on both the
Audit and Risk Management and the People and Remuneration committees.

David brings extensive expertise across the Asia-Pacific region in

manufacturing and supply chain with over 30 years’ experience in industrial

and consumer goods businesses including 15 years in senior executive

leadership roles in China and international. Currently, David works in

Buhler AG and has been the President of Asia Pacific, Greater China region

for Buhler, a global leader in the provision of industrial solutions, which

specialises in integrated plant equipment system and related services for

food processing and advanced materials manufacturing.

In his career, David has held various senior executive roles including at

Blackstone AVINTIV Inc and Dover Corporation where his responsibilities

covered manufacturing, research and development, technology, sales and

marketing throughout Asia. David also worked with PepsiCo for almost

10 years in operations and supply chain.

David was featured in CEO Magazine (November 2020), and also was

selected as one of CEO Magazine’s 2021 ‘Successful Entrepreneurs, Industry

Disruptors & Game Changers’. David resides in China.

Sandra Yu has been a Director of the Company since 1 March 2022.

Sandra sits on both the Audit and Risk Management and the People and

Remuneration committees.

Sandra is a highly regarded company director and an experienced global

executive in consumer goods industries, and importantly in the infant

milk formula (IMF) market in China, with a proven track record of driving

business and brand transformation, leveraging opportunities for growth,

and building organisational capabilities across China as well as the USA and

other parts of Asia.

As the former head of Mead Johnson Nutrition’s Greater China business,

Sandra was a member of the Mead Johnson Nutrition’s Global leadership

team. Prior to that, Sandra held various other senior executive roles at

Mead Johnson Nutrition, including as the Global Marketing Vice President,

responsible for transition to new digital media and e-commerce channels

globally.

Sandra was also appointed as the non-executive chairwoman to lead RB

China advisory board after the merger between Reckitt Benckiser and Mead

Johnson Nutrition in 2017. Prior to joining Mead Johnson, Sandra held

executive positions at Unilever, where she worked across Asia for thirteen

years. Sandra resides in Greater China.

Sandra Yu

Independent,

Non-executive Director

Master - Marketing,

International Business

Management (National


Taiwan University)

Advanced Management Program

(Harvard Business School)


David Wang

Independent,

Non-executive Director

Master Business Administration,

Carnegie Mellon University


- Tepper School of Business;

Bachelor of Bio-technology,

Wuhan University

Kate has been a director of the Company since 1 June 2023. She is also

Chair of the Audit and Risk Management Committee.

Kate has significant governance experience as a director of both private and

public companies. She also has extensive experience in developing solutions

for clients, particularly in the areas of financial risk management, structured

financing and investments.

Kate is currently Chair of The New Zealand Merino Company and Link

Engine Management and a director of Heartland Group Holdings,

FarmRight, and Christchurch International Airport, for which she also serves

as Chair of the Risk, Audit & Finance Committee.

Prior to moving to New Zealand in 2014, Kate’s executive career spanned

over 20 years in investment banking in London, which included senior

leadership roles across several divisions within global investment banks

including Deutsche Bank, Goldman Sachs and Merrill Lynch. Kate resides


in New Zealand.

Kate Mitchell

Independent,

Non-executive Director

Bachelor of Arts Honours

(Modern Languages),

Oxford University, UK

ANNUAL REPORT 202365

David Bortolussi
Managing Director and CEO

Bachelor of Commerce (University of Melbourne), FCA, F FIN,

Member of the Australian Institute of Company Directors (MAICD)

Refer to page 64.

David Muscat

Chief Financial Officer

Bachelor of Commerce - Accounting and Finance

(Monash University), CA

David joined the Group in October 2022. As CFO, David is

responsible for finance, investor relations, risk and IT across

the Group. David is an experienced finance and people leader

with a history of working in a dual-listed company (NZX/ASX) and

working directly with the Board of Directors and the Audit and Risk

Management Committee.

Prior to joining the Group, David was the CFO of DIM Brands

International (formerly Hanes Europe Innerwear), and prior to this

was the CFO of Hanes Australasia. David was the CFO of ASX and

NZX listed Pacific Brands prior to its takeover by Hanesbrands Inc. in

2016. David commenced his career at Deloitte and has since gained

significant experience in consumer goods and retail sectors in various

international markets, including China.

Jaron McVicar

Chief Legal and Sustainability Officer & Company Secretary

Bachelor of Laws (University of Otago)

Jaron joined the Group in November 2016 and is responsible for the

Group’s legal function and our important sustainability programme.

In his role as Company Secretary, Jaron works closely with the Board

on corporate governance and Board related matters.

Prior to joining the Group, Jaron worked in private practice for

15 years as a corporate and commercial lawyer in New Zealand and

the UK.

Jaron is a qualified solicitor in New Zealand and England and Wales.

Chopin Zhang

Chief Supply Chain Officer

Master, Business Administration

(Maastricht School of Management)

Chopin joined the Group in November 2022 and has over 35 years’

experience in supply chain management with significant experience

in China and New Zealand, including planning, procurement,

manufacturing, quality, cross-border trade, distribution, regulatory

affairs, and government relations. Chopin has extensive experience

in the China IMF market, having held senior executive and supply

chain leadership roles with Yashili and Danone.

During his career, Chopin has held additional supply chain senior

leadership roles across Greater China, Asia Pacific and the USA with

leading consumer goods companies including Starbucks, Nike and

Johnson & Johnson.

Chopin’s expertise in the China IMF industry and experience across

New Zealand and China are highly relevant to his leadership of the

transformation of the Company’s supply chain to enable further

market access, innovation and growth.

Edith Bailey

Chief Marketing Officer

(Bachelor of Business - Marketing & Management

(University of Technology, Sydney), Graduate of the

Australian Institute of Company Directors (GAICD)

Edith joined the Company in December 2021 and is responsible

for managing the strategic and creative direction of the a2™

brand, overseeing the science and nutrition functions, developing

integrated marketing programmes and leading product innovation.

Edith was previously Consumer Marketing Director, ANZ, with

Danone Nutricia’s Specialised Nutrition division, having spent

14 years with the organisation in several senior marketing, channel

and category development positions. Edith has significant experience

in the infant nutrition category across China, New Zealand, Australia

and South East Asia.

Before her time at Danone, Edith held senior marketing roles with

PepsiCo, Campbell Arnotts and S.C. Johnson & Son.

Executive Leadership Team

Executive Leadership Team (L-R): Chopin Zhang, Edith Bailey, Jaron McVicar, Amanda Hart, David Bortolussi, Yohan Senaratne, Xiao Li,

Eleanor Khor, David Muscat, Kevin Bush.

THE a2 MILK COMPANY66

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Amanda Hart
Chief People and Culture Officer

Bachelor of Business Administration (University of South Australia),

Member of the Australian Institute of Company Directors (MAICD)

Amanda joined the Company in September 2021 and has extensive

experience in people and culture roles within consumer products,

telecommunications and media industries.

She is responsible for leading and executing integrated programmes

and initiatives focused on constructive leadership development,

capability building, employee engagement, health and safety,

diversity and inclusion, and cultural change.

Prior to joining the Group, Amanda was previously Head of Human

Resources (Australia and New Zealand) with Dyson Appliances and

has experience in people and culture leadership roles both in the UK

and USA and leading teams across APAC markets.

Xiao Li

Chief Executive – Greater China

Bachelor of Arts in Business Admin, English

(Heilongjiang University), Master, EMBA

(China Europe International Business School)

Xiao joined the Group in April 2019 and is responsible for

maximising the significant opportunities that the Greater China

market presents for the Company, executing against our strategy

and putting the right capabilities in place to deliver on these future

growth opportunities.

Xiao has substantial experience building successful businesses

in China across a diverse range of multinational and local fast

growth consumer driven companies including Shell Company,

Mars, Unilever, Nike, GM of Pousheng (HK listed sport retail), CEO

of Burger King China and in his previous position as President of

Wanda Kids Group and SVP of Wanda Group.

Yohan Senaratne

Managing Director – International

Master (Business Administration) (Kellogg School of Management,

Northwestern University), Bachelor Commerce, Bachelor Business

Systems (Monash University), Member of the Australian Institute

of Company Directors (MAICD)

Yohan is responsible for leading the Company’s cross-border

export business, primarily focused on English label IMF products

manufactured in New Zealand and sold into China, including

liquid milk and other nutritional products. Yohan is responsible for

managing products sold through all channels, principally via the

daigou/reseller/O2O and cross-border e-commerce (CBEC) channels.

The International team is also responsible for developing the

Company’s business in emerging markets.

Yohan brings capability in strategy, marketing, sales and

e-commerce, and experience in infant milk nutrition and adjacent

categories in China.

Yohan joined the Company in 2021 from his most recent role as

Sales and Marketing Director at Bellamy’s Organic. Yohan has also

held multiple positions at Mondelez International, including Head

of e-commerce for Australia, New Zealand and Japan. Prior to this,

Yohan worked at ANZ Bank, focusing on retail banking digital

transformation and with strategy consultancy LEK.

Eleanor Khor

Managing Director – ANZ and Strategy

Bachelor of Commerce/Bachelor of Laws (Hons)

(University of Melbourne)

Eleanor joined the Company in August 2018, bringing a diverse

range of experience, including her time as a corporate and M&A

lawyer at Allen Linklaters, a management consultant at Bain & Co,

and working in private equity with a focus on consumer goods

businesses.

In May 2023, Eleanor’s role was expanded to Managing Director –

ANZ and Strategy, taking on the leadership of the Australia and New

Zealand business in addition to the Strategy function.

As leader of the ANZ business, Eleanor is responsible for continuing

to grow the Company’s business in Australia and New Zealand to

realise the full potential of the a2 Milk™ brand, with a strong focus

on driving growth through innovation.

Within the strategy function, Eleanor is responsible for developing

corporate and business strategy and the execution of key growth,

performance improvement and potential M&A, joint venture and

alliance initiatives.

Since joining a2MC, Eleanor has spent significant time working

across China and the Asia Pacific regions.

Kevin Bush

Managing Director – USA

B. Comm Marketing (Monash University),

Graduate Certificate Data Analytics (UNSW), Member of

the Australian Institute of Company Directors (MAICD)

Kevin was appointed to the role of Managing Director – USA in

May 2023. Kevin is responsible for leading the Company’s North

American business and continuing to grow the brand and delivering

its path to profitability.

Prior to this, Kevin was Executive General Manager – ANZ from July

2021. In this role, Kevin was responsible for leading the Company’s

business in Australia and New Zealand and the successful launch of

a2 Milk

®

Lactose Free.

Kevin previously held the role of Sales Director – ANZ from July

2016 and was pivotal in growing the a2 Milk

®

liquid milk brand and

driving increased market share. He has also overseen the successful

establishment of the a2 Platinum

®

IMF brand in the South Korean

market and various other business development initiatives across the

Group.

Kevin is a highly experienced sales and marketing professional with

extensive FMCG experience across Australian and UK markets and

has held senior positions with leading consumer goods companies

including Mars, Nestle and McCain Foods.

ANNUAL REPORT 202367

Remuneration
Remuneration governance

The People and Remuneration Committee (the Committee) advises

the Board on the policies and practices of the Company regarding

the remuneration of non-executive directors, the Executive

Leadership Team (ELT) (all of whom report directly to the CEO) and

other senior leaders of the Group, and reviews all components of

the Group’s remuneration practices relevant to its employees. The

Committee Charter sets out the objectives, responsibilities and

authority of the Committee in relation to remuneration matters.

The Board’s policy for remunerating the CEO, ELT and other

senior leaders is to provide market-based remuneration packages

comprising a blend of fixed and variable at-risk incentive-based

remuneration, with clear links between individual and Company

performance and individual reward. The Committee reviews the

remuneration of the CEO, ELT and, as an aggregate, all other

employees at least annually.

The Committee seeks external professional advice from time

to time on remuneration matters. During FY23, external

consultants were engaged to provide market practice information

and benchmarking data. During the year, no remuneration

recommendations were made by external consultants.

Remuneration policies and practices

All employees have a fixed remuneration package. Selected

employees also have variable remuneration in the form of a short-

term incentive (STI) as part of their remuneration package. The ELT

and selected senior leaders also have a long-term incentive (LTI) as

part of their remuneration package.

In FY23, eligible employees not participating in the LTI plan were

entitled to participate in the Company’s Gift Plan, under which

they receive ordinary shares in the Company worth up to A$1,000,

at no cost to the employee. This plan is designed to provide

participating employees an ownership interest in the Company.

Remuneration packages for senior leaders are structured with a

significant portion of variable reward at risk that can be earned

by the achievement of performance outcomes. An appropriate

remuneration mix is determined for each position, taking into

consideration the employee’s role and level of responsibility.

In FY23, the Committee reviewed the CEO’s remuneration

framework. As a result of the review, in the FY23 year the

Company’s STI plan structure for the CEO will include a

percentage of deferral as cash. In the interests of transparency


and good governance, the Board will also voluntarily put the

CEO’s FY24 LTI grant to shareholders as a non-binding vote at


the 2023 Annual Meeting of shareholders.

Managing ELT performance

Robust processes are in place for supporting and evaluating

the performance of the CEO, ELT and other senior leaders.

The Board and CEO determine and agree annual targets and

objectives for the Company based on the Company’s strategic

plan, supported by comprehensive and collaborative operational

planning and financial budgeting processes. The CEO is

accountable to the Board for the delivery of the agreed targets

and objectives.

The targets and objectives agreed between the Board and the

CEO are discussed with, and cascaded to, each member of the

ELT and captured in individual performance plans. The CEO

uses the performance plans to facilitate individual conversations

with each member of the ELT. The performance discussions are

documented and form the basis of the annual performance review

that each ELT member undertakes with the CEO at the end of the

performance period.

The outcome of the ELT’s performance over the course of the

year is one factor considered when any changes to fixed annual

remuneration or any award of variable remuneration and

incentives are determined.

During FY23, each member of the ELT who was an employee for

the duration of the reporting period had at least one performance

discussion documented.

Market competitive

Provide competitive rewards

to attract, motivate and

retain talented employees

and executives relevant to the

markets in which we operate.

Business strategy

Drive delivery of the

Company’s strategy by

rewarding performance and

having a mix of short-term

and long-term remuneration

elements.

Behaviours

Be consistent with, and

supportive of, the Company’s

ethical framework and

commitment to good

corporate governance.

Shareholder alignment

Link rewards to the creation

of sustainable value for

shareholders, whilst avoiding

inappropriate risk.

Our remuneration framework is designed to appropriately align with our strategy and

achievement of our short-term and long-term ambitions. The key principles of our

remuneration framework are outlined below.

THE a2 MILK COMPANY68

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

E LT remuneration framework
The ELT remuneration framework is designed to deliver high performance with substantial components at-risk, with the aim of more

closely aligning remuneration with the Company’s strategy, objectives and risk tolerances as set out below.

The design of the ELT remuneration framework is based on our reward principles and is comprised of three components:

©Fixed Annual Remuneration (FAR) (base salary and statutory superannuation contribution where relevant)

©Short-term Incentive (STI)

©Long-term Incentive (LTI)

Variable remuneration

FARSTILTI

PurposeProvides market competitive

remuneration to attract and

retain talent while reflecting

role scope, impact and

accountabilities

Incentivises annual achievement

of short-term performance

measures against the Company

balanced scorecard

Aligns reward with the creation

of sustainable, longer-term

shareholder value

Link to strategy

and performance

©Based on skills and experience

relevant to the role, individual

performance and current level

of remuneration relative to

remuneration benchmarks

©FAR is reviewed on an annual

basis with reference to

independent external surveys

and, where appropriate,

is adjusted based on

consideration of individual

performance and market

remuneration benchmarks

©Performance is assessed

against a balanced scorecard,

comprising financial

performance measures and

non-financial performance

measures which align

with the Company’s value

creation model (covering four

key areas: People, Planet,

Consumers and Shareholders)

©Aligns selected executives’

remuneration with the

Company’s strategy and

ambition, designed to create

long-term shareholder value

through sustained growth in

revenue and earnings

Remuneration mix

The following table illustrates the relative percentages of FAR and at-risk STI and LTI for FY23.

FARSTI (at target)LTI (face value)

CEO27%32%

1

41%

ELT (excluding the CEO)29% – 43%26% – 33%32% – 43%

1. 25% of the CEO’s Actual FY23 STI is deferred as cash.

Executive Minimum Shareholding Requirement (Executive MSR)

The Executive MSR Policy applies to all members of the ELT. From time-to-time, additional employees may be identified to

whom the Executive MSR Policy will apply. The purpose of the Executive MSR Policy is to strengthen the alignment between the

interests of the ELT and the interests of shareholders and encourage a focus on building long-term shareholder value.

Each member of the ELT is required to acquire and hold a minimum shareholding equivalent to 100% of their FAR (before any

tax or social security deductions) by the end of five annual vesting periods for LTI grants.

All ELT members are currently expected to achieve the Executive MSR within the timeframe required by the policy.

ANNUAL REPORT 202369

FY23 Group Performance Scorecard
FY23 strategic objectivesMetricOutcomeWeighting

at target

Financial measures60%

ShareholdersNet sales revenue

30%

Earnings before interest, tax,

depreciation and amortisation (EBITDA)

30%

Non-financial measures40%

PeopleSafety performance and

employee engagement score

5%

PlanetEmployee rating of a2MC sustainability

impact, and progress on packaging and

Scope 3 GHG emissions goals

5%

Brand healthChina unprompted brand awareness,

Australian fresh milk loyalty and USA

household penetration (with most

weight placed on China outcomes)

5%

Market shareChina label IMF (MBS and DOL),

English label IMF (CBEC, Daigou, O2O),

Australian fresh milk and USA premium

liquid milk (with most weight placed on

China outcomes)

5%

InnovationChina label new GB formulation

registration, progress on innovation

pipeline and sales from new products

(China, ANZ, USA)

10%

Supply chainMarket access, CL and EL inventory

management, MVM insourcing, quality

outcomes and supply chain efficiency

10%

Scorecard outcome (% of target)95%

The FY23 STI plan provided threshold to maximum potential metrics for the Group Performance Scorecard with outcomes ranging from

0% to 130%, with the target at 100%. The outcome of the FY23 Group Performance Scorecard determined by the Board for all ELT

members (including the CEO) was 95%, reflecting that an outcome of 55% (of 60%) was achieved against financial measures and an

outcome of 40% (of 40%) was achieved against non-financial measures. This reflects the outcomes determined by the Board in relation

to the individual Group Performance Scorecard measures set out in the table above.

Consumers

FY23 Short-Term Incentive (STI) plan

STI values and performance targets are approved by the Committee and Board each financial year. Payments made under the STI plan

are in the form of cash. For FY23, the CEO’s STI will be 75% cash and 25% deferred as cash for one year.

The FY23 STI plan provides that the amount payable will be determined by reference to:

Opportunity

Group

Performance

Outcome

Individual

Performance

Modifier

Outcome

FAR

$

x

Target STI

opportunity

%

x

FY23 Group

performance

scorecard result %

(detailed below)

x

Individual

performance

modifier %

=

STI award

$

The STI plan incorporates a comprehensive assessment of Group performance, encompassing both financial and non-financial measures.

The FY23 Group Performance Scorecard includes financial measures with a weighting of 60% and non-financial measures with a

weighting of 40%, as set out in the table below. For each objective there are threshold, target and maximum metrics (as shown in the

table below) to assess the Group’s performance against. The outcomes are determined by the Board (excluding the CEO).

THRESHOLDTARGETMAXIMUM

THE a2 MILK COMPANY70

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

REMUNERATION CONTINUED

FY23 Long-Term Incentive (LTI) plan
The table below outlines key features of the FY23 LTI for the CEO and ELT.

FeaturesApproach

Purpose ©The LTI plan is designed to reward performance in support of the achievement of the Company’s

growth strategy: targeting profitable, long-term revenue and EPS growth, which requires appropriate

investment

Participants ©Participation in the LTI plan is by invitation only, at the sole and absolute discretion of the Board

©In FY23, the CEO, ELT and selected senior leaders participated

Opportunity ©The maximum face value of the LTI that can be granted for the CEO is 150% of FAR, and for the ELT,

ranges from 75% to 150% of FAR. The minimum potential outcome value is zero

Performance/vesting

period

©Three years from 1 July 2022 to 30 June 2025

©There is no retesting of performance if performance conditions are not met at the end of the

performance period

Instrument ©Performance rights – each performance right entitles the participant to receive one fully paid share in

the Company (or cash equivalent, at the election of the Company), subject to meeting performance

measures

©It is currently intended that, where possible in accordance with relevant laws, the Company will

satisfy its obligation to allocate ordinary shares upon the vesting of performance rights by instructing

the trustee of the a2MC Group Employee Share Trust to transfer existing shares held in the trust to

each participant, where such existing shares were previously purchased by the trustee on-market

Allocation approach ©The Company uses a maximum face value allocation approach. The number of rights granted were

calculated as follows:

Dividend payments ©No dividends or dividend equivalent payments are provided on performance rights

Board discretion ©The Board may forfeit performance rights for fraud, dishonesty or wilful breach of duties

Grant opportunityShare price

Number of

rights

FAR

$

x

Maximum LTI

opportunity %

/

Share price

1


(no discount

applied)

=

Number of

performance

rights granted

1. The share price used was the volume weighted average share price of ordinary shares in the Company in accordance with

the ASX listing rules based on the ten trading days up to and including 19 September 2022.

ANNUAL REPORT 202371

Performance conditionsThe performance rights vest subject to achievement of both:
©EPS CAGR (compound annual growth in diluted earnings per ordinary share); and

©Revenue CAGR (compound annual growth in revenue), performance hurdles over the performance

period.

Vesting Framework

For any vesting to occur, both of the following must be achieved:

©EPS CAGR of at least 10%; and

©Revenue CAGR of at least 6%,

in each case, from 1 July 2022 to 30 June 2025.

If these performance hurdles are achieved, the proportion of performance rights that may vest will be

determined on a straight-line basis per the table below:

Revenue - CAGRVesting % (if EPS CAGR of at least 10%)

Less than 6%Nil

6%50%

Between 6% and 8%Pro-rata vesting on a straight-line basis between 50% and 85%

8%85%

Between 8% and 10%Pro-rata vesting on a straight-line basis between 85% and 100%

10% and above100%

Calculation approach

EPS CAGR and Revenue CAGR are derived from the annual report of the Company for the relevant

financial years and are subject to adjustment to remove the impact of material items as the Board may

determine, as further noted below.

Performance rights granted in FY23

During the year the Board authorised the grant of 2,472,270 performance rights to the CEO, ELT and senior leaders under the LTI plan in

respect of FY23.

Further details on the current LTI plan and previous plans can be found at Note F2 to the financial statements.

The Board also considered the impact of the on-market share buyback completed in March 2023 when setting the FY23 LTI grant EPS

CAGR performance hurdle, which was determined to be immaterial.

Normalisation adjustments

Relevant STI and LTI metrics are adjusted to remove the impact of material items as the Board may determine in its absolute discretion

to normalise results (up or down) to more appropriately reflect underlying performance. Without limitation, adjustments may be made

to exclude the impact of unusual or one-off items, discontinued operations, acquisitions and disposals, and capital management. No

normalisation adjustments were made to STI and LTI metrics in FY23.

THE a2 MILK COMPANY72

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

REMUNERATION CONTINUED

Remuneration of CEO – David Bortolussi
David commenced his appointment as Managing Director and CEO on 8 February 2021. Details of his remuneration arrangements are

set out below:

Term

There is no fixed term. David’s employment is ongoing until terminated by either David or the Company.

Fixed Annual Remuneration

A$1,867,666 per annum (inclusive of superannuation), to be reviewed annually.

STI

On an annual basis, David participates in the Company’s STI plan. For FY23, his STI incentive target is 120% of his FAR, subject to the

achievement of the Group Performance Scorecard and individual performance objectives both determined by the Board (excluding

David). In FY23, the Group Performance Scorecard outcome range is from 0% to 130% and David’s individual performance multiplier

range is from 0% to 130% which is consistent with the prior year.

In FY23, the Board revised the Company’s STI plan structure, for the CEO, to include a percentage of deferral for the CEO’s STI. In FY23,

payment of 25% of the amount awarded to the CEO is deferred as cash for one year. No remuneration adjustment was applied to the

CEO’s total remuneration package to compensate for this change.

David’s STI payment in FY23 is determined in accordance with the following:

FAR

$

x

Target STI

opportunity

120%

x

FY23 Group

Performance

Scorecard result %

x

Individual

performance

modifier

%

=

STI award

$

75% of David’s STI payment will be paid in cash shortly following the Board’s determination and the remaining 25% paid in cash after

one year.

LT I

Subject to Board discretion, on an annual basis David will be invited to be granted performance rights under the Company’s LTI plan. To

date, performance rights issued to David have been issued on the basis that they may only be satisfied on exercise with ordinary shares

purchased on-market.

As noted above, the Board will also be submitting the CEO’s LTI grant for the FY24 LTI plan to shareholders as a non-binding vote at the

Annual Meeting in 2023.

Allowance

An allowance of A$10,000 per month (net of tax) is paid to assist David with the cost of his accommodation in Sydney and travel

between Melbourne and Sydney.

Notice period

Generally, resignation by David requires six months’ notice and termination (other than for cause) by the Company requires twelve

months’ notice.

Leave

Five weeks per annum paid annual leave.

Other terms

The agreement also includes standard terms covering expense reimbursement, conflicts of interest, confidentiality, intellectual property

and moral rights, clawbacks and restraints upon termination (which address non-competition, as well as non-solicitation of employees,

customers and suppliers).

ANNUAL REPORT 202373

Remuneration received in FY23
The remuneration received by David Bortolussi in the financial year is outlined in the table below. We believe presenting this information

provides shareholders with greater clarity and transparency as to the CEO’s remuneration. This table differs from the statutory accrued

remuneration table (further below) which presents remuneration in accordance with accounting standards (i.e., on an accruals basis).

Remuneration received2023

A$

2022

A$

FAR 1,867,666 1,795,082

STI paid 2,251,031 630,000

Allowance 226,416 226,416

LT I – –

Other equity 1,042,795 916,731

Total remuneration received 5,387,908 3,568,229

The remuneration accrued for David Bortolussi in the financial year was as follows:

Statutory remuneration accounting expense2023

A$

2022

A$

FAR 1,867,666 1,795,082

Cash STI 2,129,140 2,251,031

Allowance 226,416 226,416

LTI 3,583,2052,013,392

Other equity476,7481,772,585

Total remuneration 8,283,1758,058,506

As noted above, for FY23, David is entitled to receive an STI payment at target of 120% of his FAR modified for Group and individual

performance. The Board has determined that the Group Performance Scorecard outcome is 95% and David’s individual performance

multiplier is 100%. As a result, a payment in the amount of A$2,129,140 is to be made to David under the FY23 STI plan representing

95% of target, with 25% to be deferred and paid as cash after one year.

LTI – granted in FY23

In FY23, 501,180 performance rights vesting in August 2025 were granted to David under the Company’s LTI Plan.

Time-based rights – transition benefits

In FY21, David was granted 311,283 time-based rights as a transition benefit, when the share price was NZ$11.07, being partial

compensation for vested and unvested entitlements that he forfeited on resigning from his previous employment.

Of these time-based rights, 155,642 vested on 21 February 2022, when the share price was NZ$6.31; and the remaining 155,641 rights

vested on 1 February 2023, when the share price was NZ$7.52.

Other than to meet any tax obligations, no shares held by David can be sold until he holds sufficient shares to meet the Company’s

minimum shareholding requirement under the MSR Policy.

THE a2 MILK COMPANY74

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

REMUNERATION CONTINUED

Non-executive directors’ remuneration policy and structure
Non-executive director fees are paid from an aggregate annual fee pool of $1,365,000, as approved by shareholders at the Annual

Meeting on 20 November 2018. Non-executive directors do not receive variable pay.

The table below provides a summary of FY23 Board and Committee fees:

PositionFees per annum

$

Board of Directors

Chair265,000

1

Deputy Chair210,000

2

Member165,000

Audit & Risk Management Committee

Chair35,000

Member16,500

People & Remuneration Committee

Chair35,000

Member16,500

Nomination Committee

Chair22,000

Member11,000

1 No additional fees are paid to the Board Chair for Committee roles.

2 Following the current Deputy Chair’s retirement on 30 June 2023, from 1 July 2023, there will no longer be a Deputy Chair.

Remuneration paid to non-executive directors of the Company for the year ended 30 June 2023 was as follows:

Committee fees

Board fees

Audit & Risk

Management

People &

RemunerationNominationTotal fees

$$$$$

David Hearn (Chair)265,000 – – – 265,000

Julia Hoare (Deputy Chair)210,000 35,000 – 11,000 256,000

Pip Greenwood165,000 – 16,500 22,000 203,500

Warwick Every-Burns165,000 16,500 35,000 – 216,500

Sandra Yu165,000 16,500 16,500 – 198,000

David Wang

1

137,500 13,750 13,750– 165,000

Kate Mitchell

2

13,750 1,375 – – 15,125

Total1,121,25083,12581,75033,0001,319,125

1 David Wang was appointed as a non-executive director with effect from 1 September 2022.

2 Kate Mitchell was appointed as a non-executive director with effect from 1 June 2023.

No other benefits such as share options or special exertion payments were paid to directors.

No director of a subsidiary company was remunerated in their capacity as a director.

Director Minimum Shareholding Requirement

A Minimum Shareholding Requirement (Director MSR) Policy applies to all directors. The purpose of this MSR Policy is to strengthen

the alignment between the interests of directors and the interests of shareholders and encourage a focus on building long-term

shareholder value. Under this policy, directors are required to acquire and hold, for the duration of their tenure on the board, a minimum

shareholding equivalent in value (at the time of purchase) to 100% of their fixed annual director fees (including committee fees) before

any tax or social security deductions. Directors are expected to achieve the Director MSR within three years of becoming a director.

ANNUAL REPORT 202375

Directors’ approval of the
financial statements 77

Independent auditor’s report 78

Consolidated statement

of comprehensive income 83

Consolidated statement

of changes in equity 84

Consolidated statement

of financial position 86

Consolidated statement

of cash flows 87

Notes to the financial statements 88

Financial

statements

THE a2 MILK COMPANY76

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

The directors of The a2 Milk Company Limited are pleased to present the consolidated
financial statements for The a2 Milk Company Limited (the Company) and its subsidiaries

(together the Group) for the year ended 30 June 2023.

The directors are responsible for preparing and presenting financial statements in

accordance with New Zealand law and generally accepted accounting practice, which

present fairly the financial position of the Group as at 30 June 2023 and the results of its

operations and cash flows for the period ended on that date.

The directors consider the financial statements of the Group to have been prepared using

accounting policies which have been consistently applied and supported by reasonable

judgements and estimates and that all relevant financial reporting and accounting

standards have been followed.

The directors believe that proper accounting records have been kept which enable, with

reasonable accuracy, the determination of the financial position of the Group and facilitate

compliance of the financial statements with the Financial Markets Conduct Act 2013.

The directors consider that they have taken adequate steps to safeguard the assets of the

Group, and to prevent and detect fraud and other irregularities. Internal control procedures

are also considered to be sufficient to provide a reasonable assurance as to the integrity

and reliability of the financial statements.

There are reasonable grounds to believe that the Company and the Group entities

identified in Note E1 will be able to meet any obligations or liabilities to which they are or

may become subject to by virtue of the Deed of Cross Guarantee between the Company

and those Group entities pursuant to ASIC Corporations (Wholly-owned Companies)

Instrument 2016/785.

Signed on behalf of the Board by:

David Hearn David Bortolussi

Chair Managing Director and CEO

20 August 2023

ANNUAL REPORT fiflfi 77

Directors’ approval of the financial statements

for the year ended 30 June 2023

THE a2 MILK COMPANY78
Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Independent auditor’s report

for the year ended 30 June 2023

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




Ernst & Young

200 George Street

Sydney NSW 2000 Australia

GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555

Fax: +61 2 9248 5959

ey.co m/a u


Independent auditor’s report to the shareholders of The a2 Milk Company

Limited

Report on the audit of the financial statements

Opinion

We have audited the financial statements of The a2 Milk Company Limited (the “Company”) and its

subsidiaries (together the “Group”) on pages 83 to 134, which comprise the consolidated statement

of financial position of the Group as at 30 June 2023, and the consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended of the Group, and the notes to the consolidated financial

statements including a summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 83 to 134 present fairly, in all material

respects, the consolidated financial position of the Group as at 30 June 2023 and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand

Equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken

so that we might state to the Company’s shareholders those matters we are required to state to them

in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the Company and the Company’s shareholders,

as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the financial statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Ernst & Young has provided market research services in relation to brand health tracking and has also

provided sustainability reporting advisory and assurance services to the Group. Partners and

employees of our firm may deal with the Group on normal terms within the ordinary course of trading

activities of the business of the Group. We have no other relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, but we do not provide a separate opinion on these matters. For each matter below,

our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters.

ANNUAL REPORT 202379
A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




Accordingly, our audit included the performance of procedures designed to respond to our

assessment of the risks of material misstatement of the financial statements. The results of our audit

procedures, including the procedures performed to address the matters below, provide the basis for

our audit opinion on the accompanying consolidated financial statements.

Customer rebates and promotional allowances

Why significant How our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of rebates and promotional

allowances owed to customers based on their

individual contractual arrangements.

The recognition and measurement of rebates

and promotional allowances, including the

establishment of an appropriate accrual at year

end, involves judgment and estimation,

particularly relating to variable rebates and the

expected level of rebate claims by

the customers.

This was considered a key audit matter given the

value of rebates and promotional allowances

provided to customers, together with the level

of judgment involved in estimating this variable

consideration at year end.

Disclosures regarding revenue and the related

rebates and promotional allowances are

included in note B2 to the financial statements.

Our audit procedures included the following:

► Considered the appropriateness of the

Group’s revenue recognition accounting

policies as they relate to rebates and

promotional allowances.

► Understood the Group’s processes and

controls over the recording of rebates

and promotional allowances.

► Selected a sample of customer

contracts, determined whether variable

rebates were calculated in accordance

with the agreed terms and inquired of

management as to the existence of any

non-standard agreements or side

arrangements with customers.

► Selected a sample of variable rebates

recorded and assessed whether the

timing and value of amounts recognised

were in accordance with NZ IFRS.

► Compared a sample of customer claims

for variable consideration and payments

made subsequent to year end to

recorded accruals.

► Considered the year end ageing profile

of rebates and promotional allowances

and inquired as to the likelihood of aged

balances being settled.

► Considered the adequacy of the

associated disclosures in the financial

statements.


Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information other

than the consolidated financial statements and auditor’s report. Our opinion on the consolidated

financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

THE a2 MILK COMPANY80
Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained during the audit, or otherwise

appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand Equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on

behalf of the entity the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the directors

either intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably

be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is

located at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. We also provide the directors with a statement

that we have complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be thought to bear on

our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

This description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Glenn Maris.


Ernst & Young

Sydney

20 August 2023


INDEPENDENT AUDITOR’S REPORT CONTINUED

ANNUAL REPORT 202381
A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation



Ernst & Young

200 George Street

Sydney NSW 2000 Australia

GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555

Fax: +61 2 9248 5959

ey.com/au



What our review covered

We reviewed the following Subject Matter listed below and

disclosed within a2MC’s 2023 Annual Report (the

‘Report’).


Sustainability Performance Data Va l u e

Climate – greenhouse gas (GHG) emissions

Total Scope 1 emissions in tonnes of

carbon dioxide equivalent (tCO

2

-e)

24,343

Total Scope 2 emissions (tCO

2

-e) as

calculated using the location-based

method

3,356

Total Scope 2 emissions (tCO

2

-e) as

calculated using the market-based

method

153

Total Scope 3 emissions (tCO

2

-e) 476,595

Environmental indicators – Manufacturing Facilities

Total water usage (‘000 litres) 290,908

Water efficiency (litres/litre of milk) 1.7

Wastewater diverted to beneficial

land application (litres)

2,780,010

Waste produced (tonnes) 100

Waste diversion (%) 96.7%

Energy consumption (kWh) 16,700,000

Environmental indicators – Sustainable packaging

Recyclable packaging (%) 87.1%

People – Supporting a diverse and inclusive workplace

Gender diversity – Female (%) 51%

Community – Enriching communities

Cash and stock donations (NZ$) $2.84m


We also reviewed a2MC’s reporting with reference to the

Global Reporting Initiative (‘GRI’) Standards (2021).



Criteria applied by a2MC

In preparing the sustainability performance data relating

to GHG emissions, a2MC applied the following Criteria:

► The Greenhouse Gas (GHG) Protocol, as well as the

National Greenhouse Accounts Factors for Australia,

the UK DEFRA GHG conversion factors and a range of

other country-specific and source-specific references

utilised for determining GHG emissions.

In preparing the remaining sustainability performance

data, a2MC applied the following Criteria:

► a2Mc’s own publicly disclosed criteria stated in the

Report and informed by the GRI Standards.

In preparing the sustainability disclosures within the

Report for the purposes of reporting with reference to the

GRI Standards, a2MC applied the following Criteria:

► The GRI Standards 2021.

Key responsibilities

EY’s responsibility and independence

Our responsibility is to express a conclusion on the

Subject Matter based on our review.

We have complied with the independence and relevant

ethical requirements, which are founded on fundamental

principles of integrity, objectivity, professional

competence and due care, confidentiality and

professional behaviour.

The firm applies Auditing Standard ASQM 1 Quality

Management for Firms that Perform Audits or Reviews of

Financial Reports and Other Financial Information, or

Other Assurance or Related Services Engagements, which

requires the firm to design, implement and operate a

system of quality management including policies or

procedures regarding compliance with ethical

requirements, professional standards and applicable legal

and regulatory requirements.


Our Conclusion:

Ernst & Young (‘EY’, ‘we’) were engaged by The a2 Milk Company Limited (‘a2MC’) to undertake a limited assurance

engagement as defined by Australian Auditing Standards, hereafter referred to as a ‘review’, over the Subject Matter

defined below for the year ended 30 June 2023. Based on the procedures we have performed and the evidence we

have obtained, nothing has come to our attention that causes us to believe the Subject Matter has not been prepared,

in all material respects, in accordance with the Criteria defined below.

Limited Assurance Report to the Management and Directors of The a2 Milk

Company Limited

Independent ESG Assurance Report

for the year ended 30 June 2023

THE a2 MILK COMPANY82
Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

INDEPENDENT ESG ASSURANCE REPORT CONTINUED

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation



a2MC’s responsibility

a2MC’s management is responsible for selecting the

Criteria, and for presenting the Subject Matter in

accordance with that Criteria, in all material respects.

This responsibility includes establishing and maintaining

internal controls, maintaining adequate records and

making estimates that are relevant to the preparation of

the subject matter, such that it is free from material

misstatement, whether due to fraud or error.

Our approach to conducting the review

We conducted this review in accordance with the

Australian Auditing and Assurance Standards Board’s

Australian Standard on Assurance Engagements Other

Than Audits or Reviews of Historical Financial Information

(‘ASAE 3000’), Assurance Engagements on Greenhouse

Gas Statements (‘ASAE3410’) and the terms of reference

for this engagement as agreed with a2MC on 6

th

June

2023. That standard requires that we plan and perform

our engagement to express a conclusion on whether

anything has come to our attention that causes us to

believe that the Subject Matter is not prepared, in all

material respects, in accordance with the Criteria, and to

issue a report.

Summary of review procedures performed

A review consists of making enquiries, primarily of

persons responsible for preparing the Subject Matter and

related information and applying analytical and other

review procedures.

The nature, timing, and extent of the procedures selected

depend on our judgement, including an assessment of the

risk of material misstatement, whether due to fraud or

error. The procedures we performed included, but were

not limited to:

► Conducted interviews with key personnel to

understand the business and reporting process

► Conducted interviews with key personnel to

understand the process for collecting, collating and

reporting the Subject Matter during the reporting

period

► Checked that the calculation criteria have been

correctly applied in accordance with the

methodologies outlined in the Criteria

► Undertook analytical review procedures to support

the reasonableness of the data

► Identified and tested assumptions supporting

calculations

► Te s ted, on a sample basis, underlying source

information to check the accuracy of the data

► Checked the aggregation of selected disclosures and

transcription to the Report

► Checked the appropriateness of the presentation

relating to the Subject Matter in the Report.

We believe that the evidence obtained is sufficient and

appropriate to provide a basis for our review conclusion.

Inherent limitations

Procedures performed in a review engagement vary in

nature and timing from, and are less in extent than for a

reasonable assurance engagement. Consequently, the

level of assurance obtained in a review engagement is

substantially lower than the assurance that would have

been obtained had a reasonable assurance engagement

been performed. Our procedures were designed to obtain

a limited level of assurance on which to base our

conclusion and do not provide all the evidence that would

be required to provide a reasonable level of assurance.

While we considered the effectiveness of management’s

internal controls when determining the nature and extent

of our procedures, our assurance engagement was not

designed to provide assurance on internal controls. Our

procedures did not include testing controls or performing

procedures relating to assessing aggregation or

calculation of data within IT systems.

The GHG quantification process is subject to scientific

uncertainty, which arises because of incomplete scientific

knowledge about the measurement of GHGs. Additionally,

GHG procedures are subject to estimation and

measurement uncertainty resulting from the

measurement and calculation processes used to quantify

emissions within the bounds of existing scientific

knowledge.

Other matters

We have not performed assurance procedures in respect

of any information relating to prior reporting periods,

including those presented in the Subject Matter. Our

report does not extend to any disclosures or assertions

made by a2MC relating to future performance plans

and/or strategies disclosed in the Report.

Use of our Assurance Report

We disclaim any assumption of responsibility for any

reliance on this assurance report to any persons other

than Management and the Directors of a2MC, or for any

purpose other than that for which it was prepared.




Nicky Landsbergen




Ernst & Young

Sydney, Australia

20 August 2023

ANNUAL REPORT 202383
Note

2023

$’000

2022

$’000

SalesB11,591,0881,4 43,740

Cost of sales(851,925)(780,222)

Gross margin739,163663,518

Other revenueB11,7822,489

Distribution expenses(50,832)(48,854)

Marketing expenses(260,229)(230,019)

Administrative and other expenses(228,663)(209,725)

Operating profit 201,22117 7, 4 0 9

Interest income26,7336,569

Finance costsB4(5,092)(2,591)

Net finance income21,6 413,978

Profit before tax222,862181,387

Income tax expenseB6(78,021)(66,646)

Profit for the year14 4,8 41114 ,741

Profit/(loss) for the year attributable to:

Owners of the Company155,638122,624

Non-controlling interests(10,797)( 7, 8 8 3)

14 4,8 41114 ,741

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign currency translation (loss)/profit(6,448)11, 07 3

Cash flow hedges fair value profit/(loss)12,368(14 ,113)

Items not to be reclassified to profit or loss:

Listed investment fair value lossC7(63,295)(22,543)

Total other comprehensive loss( 5 7, 3 75 )(25,583)

Total other comprehensive (loss)/income attributable to:

Owners of the Company(58,270)(24,471)

Non-controlling interests895(1,112)

( 5 7, 3 75 )(25,583)

Total comprehensive income8 7, 4 6 68 9,15 8

Total comprehensive income/(loss) attributable to:

Owners of the Company97, 3 6 89 8 ,153

Non-controlling interests(9,902)(8,995)

8 7, 4 6 68 9,15 8

Earnings per share

Basic (cents per share)B521.2316.49

Diluted (cents per share)B521.1316.49

The accompanying notes form part of these financial statements.

Consolidated statement of comprehensive income

for the year ended 30 June 2023

THE a2 MILK COMPANY84
Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Consolidated statement of changes in equity

for the year ended 30 June 2023

 Attributable to owners of the Company

Year ended

30 June 2023 

Foreign currency translation reserve $’000  Fair value revaluation reserve $’000 Employee equity settled payments reserve $’000 Treasury shares reserve $’000 Hedging reserve $’000 Total reserves $’000 Retained earnings $’000 Share capital $’000 Total $’000 Non-controlling interests $’000 Total equity


$’000 

Balance 1 July 2022 (332)(153,521)4 6 , 311(15,798)(13,0 01)(136,341)1,16 7, 5 61149,1571,18 0,37713,5831,193,9 6 0

Profit after tax for

the period ––––––155,638–155,638(10,797)14 4,8 41

Foreign currency

translation differences

- foreign operations (6,065)––––(6,065)––(6,065)–(6,065)

Changes in cash flow

hedges taken to equity ––––(2,559)(2,559)––(2,559)(167)(2,726)

Cash flow hedges

reclassified to profit

or loss––––17, 4 4 917, 4 4 9––17, 4 4 91,06218 ,511

Listed investment -

fair value movement –(63,295)–––(63,295)––(63,295)–(63,295)

Income tax(383)–––(3,417)(3,800)––(3,800)–(3,800)

Total comprehensive

income for the period (6,448)(63,295)––11, 47 3(58,270)155,638–97, 3 6 8(9,902)8 7, 4 6 6

Transactions with owners

in their capacity as

owners: 

Share buyback–––––––(149,057)(149,057)–(149,057)

Treasury shares

transferred ––(2,19 6)2,19 6–––––––

Share-based payments ––17,132––17,132––17,132–17,132

Total transactions

with owners ––14,9362,19 6–17,132–(149,057)(131,925)–(131,925)

Balance 30 June 2023 (6,780)(216,816)61,247(13,602)(1,528)(17 7, 47 9 )1,323,1991001,145, 8 203,6811,149,5 01

The accompanying notes form part of these financial statements.

ANNUAL REPORT 202385
 Attributable to owners of the Company

Year ended

30 June 2022 

Foreign currency translation reserve $’000  Fair value revaluation reserve $’000 Employee equity settled payments reserve $’000 Treasury shares reserve $’000 Hedging reserve $’000 Total reserves $’000 Retained earnings $’000 Share capital $’000 Total $’000 Non-controlling interests $’000 Total equity


$’000 

Balance 1 July 2021 (11, 4 0 5 ) (130,978) 36,058 (3,773) – (110 , 0 9 8 ) 1,0 4 4,937 149,121 1,083,960 – 1,083,960

Profit after tax for

the period – – – – – – 122,624–122,624( 7, 8 8 3)114 ,741

Foreign currency

translation differences

- foreign operations 10,454––––10,454––10,454–10,454

Changes in cash flow

hedges taken to equity ––––(21,632)(21,632)––(21,632)(1,727)(23,359)

Cash flow hedges

reclassified to

profit or loss––––4,8724,872––4,8726155,487

Listed investment -

fair value movement –(22,543)–––(22,543)––(22,543)–(22,543)

Income tax619–––3,7594,378––4,378–4,378

Total comprehensive

income for the period 11, 07 3(22,543)––(13,0 01)(24,471)122,624–9 8 ,153(8,995)8 9,15 8

Transactions with owners

in their capacity as

owners:

Issue of ordinary shares – – ––––– 4545–45

Share issue costs – – ––––– (9)(9)–(9)

Employee withholding

tax payments – – (250)––(250)– – (250)–(250)

Treasury shares

purchased – – –(13,306)–(13,306)– – (13,306)–(13,306)

Treasury shares

transferred – – (1,281)1,281––– – –––

Share-based payments – – 11,701––11,701– – 11,701–11,701

Acquisition of subsidiary

(Note E2)– – ––––– – –22,57822,578

Income tax – – 83––83– – 83–83

Total transactions

with owners ––10,253(12,025)–(1,772)–36(1,736)22,57820,842

Balance 30 June 2022 (332)(153,521)4 6 , 311(15,798)(13,0 01)(136,341)1,16 7, 5 61149,1571,18 0,37713,5831,193,9 6 0

The accompanying notes form part of these financial statements.

Consolidated statement of changes in equity

for the year ended 30 June 2023

THE a2 MILK COMPANY86
Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Consolidated statement of financial position

as at 30 June 2023

Note

2023

$’000

2022

$’000

Assets

Current assets

Cash and term deposits D3802,2348 8 7, 3 0 8

Trade and other receivables C179,21683,510

Prepayments45,68254,537

InventoriesC2193,4 40140,04 4

Other financial assetsC71,536–

Income tax receivable–5,8 41

Total current assets1,122,10 81,171,240

Non-current assets

Property, plant and equipment C4245,216240,547

Right-of-use assetsD517, 3 4 916,030

Investment propertyC517, 92715,663

Intangible assetsC6108,419109,322

Other financial assetsC772,078135,260

Prepayments–2,059

Deferred tax assetsB628,61725,731

Total non-current assets489,60654 4,612

Total assets1,611,7141,715,852

Liabilities

Current liabilities

Trade and other payablesC3313,212379,253

Lease liabilitiesD54,1813,128

Loans and borrowingsD615,00040,794

Income tax payable43,314–

Other financial liabilitiesC83,50116,999

Total current liabilities379,2084 4 0,174

Non-current liabilities

Trade and other payablesC3423416

Lease liabilitiesD515,30914,224

Loans and borrowingsD66 7, 0 3 866,206

Other financial liabilitiesC8235872

Total non-current liabilities83,00581,718

Total liabilities4 62,213521,892

Net assets1,149,5 011,193,960

Equity

Share capital D7100149,157

Retained earnings 1,323,19 91,16 7, 5 61

Reserves D8(17 7, 47 9 )(136,341)

Total equity attributable to owners of the Company1,145, 8 201,18 0,377

Non-controlling interests3,68113,583

Total equity1,149,5 011,193,960

The accompanying notes form part of these financial statements.

ANNUAL REPORT 202387
Note

2023

$’000

2022

$’000

Cash flows from operating activities

Receipts from customers1,619,5801,431,254

Payments to suppliers and employees(1,492,140)(1, 2 07, 3 8 6 )

Interest received22,4204,341

Interest paid(3,663)(1,383)

Taxes paid(34,914)(23,026)

Net cash inflow from operating activities D4111, 28 3203,800

Cash flows from investing activities

Payments for property, plant and equipment(10,069)(4,939)

Payments for investment propertyC5(3,535)(1,071)

Payments for intangible assetsC6(338)(229)

Acquisition of subsidiaryE2–(213,74 6)

Payments for term deposits(450,000)(450,000)

Receipts from term deposits450,000–

Net cash outflow from investing activities(13,942)(669,985)

Cash flows from financing activities

Payments for share buybackD7(149,057)–

Payments of lease principalD5(3,578)(4,089)

Purchase of treasury sharesD8–(13,306)

Proceeds from issue of equity sharesD7–36

Net (repayments of)/proceeds from borrowings(25,794)27,000

Net cash (outflow)/inflow from financing activities(178,429)9,6 41

Net decrease in cash and short-term deposits(81,088)(456,544)

Cash and short-term deposits at the beginning of the year4 3 7, 3 0 8875,15 0

Effect of exchange rate changes on cash(3,986)18,702

Cash and short-term deposits at the end of the yearD3352,2344 3 7, 3 0 8

The accompanying notes form part of these financial statements.

Consolidated statement of cash flows

for the year ended 30 June 2023

THE a2 MILK COMPANY88
Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Notes to the financial statements

ContentsPage

ABasis of preparation89

BGroup performance90

B1Operating segments90

B2Revenue93

B3Expenses94

B4Finance costs94

B5Earnings per share (EPS)95

B6Income taxes95

COperating assets and liabilities99

C1Trade and other receivables99

C2Inventories99

C3Trade and other payables100

C4Property, plant and equipment101

C5Investment property103

C6Intangible assets105

C7Other financial assets108

C8Other financial liabilities109

DFinancial risk and capital management110

D1Financial risk management110

D2Capital management117

D3Cash and term deposits117

D4Cash flow information118

D5Leases119

D6Loans and borrowings122

D7Share capital123

D8Nature and purpose of reserves124

D9Capital expenditure commitments125

D10Contingent liabilities125

EGroup structure126

E1Consolidated entities126

E2Business combinations127

E3Deed of cross guarantee128

FOther disclosures130

F1Related party transactions130

F2Share-based payments131

F3Auditor’s remuneration134

F4Subsequent events134

ANNUAL REPORT 202389
Basis of preparation

for the year ended 30 June 2023

A. Basis of preparation

The a2 Milk Company Limited (the Company) is a for-profit entity

incorporated and domiciled in New Zealand. The consolidated

financial statements of the Company for the year ended

30 June 2023 comprise the Company and its subsidiaries (together

referred to as the Group).

The Company is registered in New Zealand under the

Companies Act 1993, and is a FMC reporting entity under the

Financial Markets Conduct Act 2013. The Company is also

registered as a foreign company in Australia under the

Corporations Act 2001 (Cth, Australia). The shares of The a2 Milk

Company Limited are publicly traded on New Zealand’s Exchange

(NZX), the Australian Securities Exchange (ASX) and Cboe Australia

(CXA). The Group’s reporting currency is the New Zealand dollar.

The principal activity of the Company is the sale of branded

products in targeted markets made with milk naturally

containing the A2-type protein.

The consolidated financial statements were authorised for

issue by the directors on 20 August 2023.

The consolidated financial statements:

–Have been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand;

–Comply with the New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS);

–Comply with International Financial Reporting Standards (IFRS)

adopted by the International Accounting Standards Board (IASB);

–Are presented in New Zealand dollars, which is the Company’s

functional currency, with all values rounded off to the nearest

thousand dollars, unless otherwise stated; and

–Have been prepared in accordance with the historical cost

convention and, except for listed investments and foreign

currency forward contracts, do not take into account changing

money values or fair values of assets.

Certain comparative amounts have been reclassified to conform

with the current period’s presentation.

Significant accounting policies have been:

–Included in the relevant note to which each policy relates,

other than the accounting policy for foreign currency,

set out below; and

–Consistently applied to all periods presented in these

consolidated financial statements.

Accounting policy: Foreign currency

Transactions

Foreign currency transactions are initially translated to the

respective functional currencies of Group companies at the rate

of exchange at the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies are translated to the

functional currency at the exchange rate ruling at the reporting

date. Foreign exchange differences are generally recognised in

profit or loss in the Consolidated statement of comprehensive

income.

Foreign operations translation to reporting currency

The assets and liabilities including goodwill and fair value

adjustments arising on consolidation of foreign operations are

translated into New Zealand currency at rates of exchange current

at the reporting date, while revenues and expenses are translated

at approximately the exchange rates ruling at the date of the

transaction. Exchange differences arising on translation are

recognised in other comprehensive income and accumulated

within equity in the foreign currency translation reserve.

Judgements, estimates and assumptions

The preparation of financial statements in conformity with

NZ IFRS requires management to make judgements, estimates

and assumptions.

–This may affect the application of policies and reported

amounts of assets, liabilities, income and expenses.

Actual results may differ from these estimates.

–Estimates and underlying assumptions are reviewed

on an ongoing basis.

–Revisions to accounting estimates are recognised in the

period in which the estimate is revised and in any future periods

affected.

–Information about significant areas of estimation, uncertainty

and critical judgements in applying accounting policies that

have the most significant effect on the amount recognised in

the financial statements are described in the following notes:

–Note B6: Income taxes – Recoverability and recognition of

deferred tax assets and liabilities

–Note C2: Inventories – Estimation of net realisable value

–Note C4: Property, plant and equipment – Recoverability

and determination of useful lives

–Note C5: Investment property – Recoverability and

determination of useful lives

–Note C6: Intangible assets – Impairment review of goodwill

and intangibles

–Note C6: Intangible assets – Allocation of goodwill

–Note C7 and C8: Other financial assets and liabilities – Fair

value measurement of foreign currency forward contracts

–Note D5: Leases – Determination of lease term

Changes in significant accounting policies

The Group has applied all of the new and revised Standards and

Interpretations issued by the New Zealand External Reporting

Board that are relevant to the Group’s operations and effective

for the current accounting period. Their application has not had

any material impact on the Group’s assets, profits or earnings

per share for the year ended 30 June 2023.

New standards and interpretations not yet adopted

There are no new standards and interpretations that are issued,

but not yet effective as at 30 June 2023, that are expected to

have a material impact on the Group in current or future

reporting periods.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY90

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Group performance

for the year ended 30 June 2023

B. Group performance

This section explains the results and performance of the Group

for the year, including segment information, earnings per share

and taxation.

The Group’s key performance measures are segment revenue

and segment results before interest, tax, depreciation and

amortisation (Segment EBITDA, a non-GAAP measure).

Further information and analysis of performance can be found

in the CEO’s year in review report, which forms part of the

Annual Report.

B1. Operating segments

Operating segments are identified on the basis of internal reports

about components of the Group that are regularly reviewed by the

chief operating decision maker in order to allocate resources to the

segment and assess its performance.

For management purposes, the Group is organised into business

units based on geographical location, and in the current financial

year has four reportable operating segments as follows:

–The Australia and New Zealand segment receives external

revenue from infant milk formula, milk and other nutritional

products along with rent, royalty and licence fee income.

–The China and Other Asia segment receives external revenue

from infant milk formula, milk and other nutritional products.

–The USA segment receives external revenue from milk sales

and licence fees.

–The Mataura Valley Milk segment receives external revenue

from the manufacturing and sale of nutritional and

commodity products.

Management monitors the operating results of its business units

separately for the purpose of making decisions about resource

allocation and performance assessment. Segment performance is

assessed on segment EBITDA and is measured in conformity with

the accounting policies adopted for preparing and presenting the

financial statements of the Group.

ANNUAL REPORT 202391
B1. Operating segments (continued)

2023

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Eliminations

$’000

Total

$’000

Consolidated sales370,2491,0 02,16 4104,731113,9 4 4–1,591,088

Other revenue 1,4 45–337––1,782

Total external revenue371,6941,0 02,16 4105,068113,9 4 4–1,592,870

Inter-segment revenue–––32,270(32,270)–

Reportable segment revenue371,6941,0 02,16 4105,068146,214(32,270)1,592,870

Reportable segment results

(Segment EBITDA)93,506254,055( 2 3, 311)(26,486)–2 97,76 4

Corporate EBITDA(78,466)

Group EBITDA219,298

Interest income 26,733

Interest expense(4,972)

Depreciation and amortisation(18,197)

Income tax expense(78,021)

Consolidated profit after tax14 4,8 41

2022

Australia and

New Zealand

1

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

2

$’000

Eliminations

$’000

Total

$’000

Consolidated sales530,508726,49882,384104,350–1,4 43,740

Other revenue 2,218–271––2,489

Total external revenue532,726726,49882,655104,350–1,446,229

Inter-segment revenue–––4,543(4,543)–

Reportable segment revenue532,726726,49882,655108,893(4,543)1,446,229

Reportable segment results

(Segment EBITDA)173,210145,078(36,677)(18,795)–262,816

Corporate EBITDA(66,602)

Group EBITDA196,214

Interest income 6,569

Interest expense(2,467)

Depreciation and amortisation(18,929)

Income tax expense(66,646)

Consolidated profit after tax114 ,741

1 Revenue for the year ended 30 June 2022 included one customer within the Australia and New Zealand segment that contributed revenue in excess of 10% of

Group revenue of $175,391,000.

2


Mataura Valley Milk results for the year ended 30 June 2022 are for the eleven months from acquisition on 30 July 2021.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY92

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

B1. Operating segments (continued)

Other segment information

2023

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Corporate

$’000

Total

$’000

Additions to non-current assets7,7165,118176,2897,19726,337

Depreciation and amortisation4,16 81,8855649,0062,57418 ,197

2022

Additions to non-current assets3,59588442,2203,9139,860

Depreciation and amortisation5,0982,2235058,4202,68318,929

Geographical information

2023

$’000

2022

$’000

Revenue from external customers based on the location of the customer

New Zealand

1

129,798138,874

Australia355,8 41498,203

China985,257714,133

Other121,97495,019

1,592,8701,446,229

Non-current assets based on the geographical location of assets

2

New Zealand234,640233,553

Australia44,53542,779

China4,9821,935

Other2,4072,886

286,564281,153

1 Mataura Valley Milk revenue for the year ended 30 June 2022, which is included in New Zealand revenue, is for the eleven months from acquisition on 30 July

2021.

2 Non-current assets exclude goodwill, financial instruments and deferred tax assets.

Group performance

for the year ended 30 June 2023

ANNUAL REPORT 202393
B2. Revenue

Disaggregation of revenue

In the following table, revenue is disaggregated by geographical location (reportable segments) and major product types.

2023

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Total

$’000

Infant milk formula:

China label–559,336––559,336

English and other labels

1

162,508386,226––548,734

Liquid milk184,09415,159104,731–303,984

Other

2

25,09241,4 43337113,9 4 4180,816

371,6941,0 02,16 4105,068113,9 4 41,592,870

2022

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Mataura

Valley Milk

$’000

Total

$’000

Infant milk formula:

China label–4 3 7, 591––4 3 7, 591

English and other labels

1

328,819255,761––584,580

Liquid milk171,96 411, 0 9282,384–265,440

Other

2

31,94322,054271104,350158,618

532,726726,49882,655104,3501,446,229

1 Revenue is allocated based on management responsibility and usually reflects the geographical location of the Group’s wholesale customers. It is understood that

the majority of the infant milk formula sales to customers in the Australia and New Zealand segment are ultimately consumed in China.

2 Other predominantly consists of the sale of milk powders and other nutritional products.

Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

Note

2023

$’000

2022

$’000

Receivables C15 7,7 316 7, 411

Customer contract liabilitiesC3( 7, 4 8 7 )(3,171)

Customer contract liabilities are payments received in advance from customers. The amount of $3,171,000 recognised in customer

contract liabilities at 30 June 2022 was recognised as revenue in the year ended 30 June 2023.

Remaining performance obligations at 30 June 2023 have an original expected duration of one year or less.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY94

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

B2. Revenue (continued)

Recognition and measurement

Sales of products

The Group sells branded milk products made with milk from cows that are specially selected to produce milk that naturally contains

the A2-type protein, to wholesale customers; and manufactures nutritional and commodity products for sale to wholesale customers.

A sale is recognised when control of the product has transferred, being when the product is delivered to the customer and there is no

unfulfilled obligation that could affect the customer’s acceptance of the product. Delivery occurs when the product has been shipped

to the location specified by the customer and the customer accepts the product.

Revenue from sales is recognised based on arrangements as agreed with the customer. These arrangements are applied on an order by

order basis and do not commit the customers to purchase a specified quantity or type of product; nor do they commit the Group to deliver

a specified quantity or type of product. The arrangements set out the terms and conditions that apply to the parties each time an order is

placed by a customer and accepted by the Group, creating a sale contract for that order. The terms and conditions cover, as appropriate

to the customer, pricing, settlement of liabilities, return policies and any other negotiated performance obligations.

Revenue is recognised after offsetting items of variable consideration such as rebates agreed with customers.

Settlement terms range from cash-on-delivery or prepaid terms to various credit terms not exceeding 60 days from end of month.

These terms reflect assessment of customer credit risk and industry practice.

Customer contract liabilities refer to payments in advance received from customers, with subsequent delivery to customers,

and recognition of revenue, generally occurring within a week of receipt of the payment.

For credit customers a receivable is recognised when the products are delivered, being the point in time that the consideration

is unconditional because only the passage of time is required before payment is due.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal and the effective interest rate applicable, which is the rate that

exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

B3. Expenses

2023

$’000

2022

$’000

Profit before income tax includes the following significant items:

Salary and wage costs98,36684,246

Equity settled share-based payments (refer to Note F2)17,13211,701

Directors’ fees1,3191,074

Audit fees (refer to Note F3)1,5151,695

Bad and doubtful debts (recovery)/expense(78)30

Insurance24,51422,069

Professional service fees12,15213,757

Depreciation and amortisation18 ,19718,929

Net foreign exchange (gains)/losses(8,853)6,436

Cash flow hedge losses18 ,5115,487

B4. Finance costs

2023

$’000

2022

$’000

Interest expense – lease liabilities640592

Interest expense4,3321,875

Finance costs120124

5,0922,591

Group performance

for the year ended 30 June 2023

ANNUAL REPORT 202395
B5. Earnings per share (EPS)

20232022

Profit attributable to members of the Company used in calculating basic and diluted EPS ($’000)155,638122,624

Weighted average number of ordinary shares (‘000) for basic EPS733,065743,618

Effect of dilution due to time-based and performance rights (‘000)3,610176

Weighted average number of ordinary shares (‘000) for diluted EPS736,675743,794

Earnings per share

Basic EPS (cents)21.2316.49

Diluted EPS (cents)21.1316.49

Recognition and measurement

Basic EPS is calculated as net profit attributable to members of the Company, adjusted to exclude any costs of servicing equity (other than

dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.

Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights that may be converted into ordinary shares in the Company.

B6. Income taxes

2023

$’000

2022

$’000

Income tax recognised in profit and loss

Current:

Current year88,94745,482

Adjustment for prior years(7,999)(6,908)

Deferred:

Temporary differences( 7, 0 3 5 )19,872

Adjustment for prior years4,10 88,200

Total tax expense78,02166,646

The prima facie income tax on pre-tax accounting profit from operations reconciles to:

Accounting profit before income tax222,862181,387

Income tax expense calculated at 28% (2022: 28%)62,40150,788

Difference in income tax rates: Australia 30% (2022: 30%), USA 25% (2022: 25%), and China 25%

(2022: 25%)2,780923

Non-deductible expenses and non-assessable income2,6872,377

Prior period adjustment to tax expense(3,891)1,292

Unutilised foreign tax credits3,5591,325

Deferred tax asset not recognised10,4859,941

Total tax expense78,02166,646

Income tax recognised directly in equity

Current tax–(3,759)

Deferred tax41(702)

Tax expense/(benefit) in equity41(4,4 61)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY96

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

B6. Income taxes (continued)

Deferred tax balances

2023

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents111 (34) –77

Provisions and accrued expenses22,235 316 –22,551

Tax losses193 (71) –122

Property, plant and equipment29 1,970 –1,999

Employee share scheme1,112 1,96 4 –3,076

Hedging instruments––342342

Other2,051 (1,601) –450

Net deferred tax 25,7312,54434228,617

Charge to profit or loss2,927

Charge to other comprehensive income(383)

2,544

2022

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents515(404)–111

Provisions and accrued expenses49,809( 27, 5 74)–22,235

Tax losses254(61)–193

Property, plant and equipment–29–29

Employee share scheme323706831,112

Other3,131(1,080)–2,051

54,032(28,384)8325,731

Gross deferred tax liabilities

Property, plant and equipment(931)931––

Net deferred tax 53,101( 27, 4 5 3)8325,731

Charge to profit or loss(28,072)

Charge to other comprehensive income619

( 27, 4 5 3)

Group performance

for the year ended 30 June 2023

ANNUAL REPORT 202397
B6. Income taxes (continued)

Tax losses

The Group companies have the following estimated gross tax losses at balance date not recognised:

2023

$’000

2022

$’000

USA100,06685,918

New Zealand2 07, 3 5 7190,624

3 07, 4 2 3276,542

Imputation and franking credits

The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit and

franking credit balances represent the sum of the imputation credit and franking credit account balances of the Group on an accrual basis.

The ability to use the imputation and franking credits is dependent upon the ability of the Group to declare dividends. The franking credit

account balance is stated in AUD.

Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company as at year end:

2023

$’000

2022

$’000

Imputation credits49,31049,939

Franking credits517, 27 34 5 7,715

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY98

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

B6. Income taxes (continued)

Recognition and measurement

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited in

other comprehensive income or equity, in which case that tax is recognised in other comprehensive income or equity respectively; or

where they arise from the initial accounting for a business combination.

The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax rates that have

been enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised on differences between the carrying amount of assets and liabilities in the financial statements and the

corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred

tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all

deductible temporary differences to the extent that it is probable that taxable profits will be available in the future against which those

deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled

or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which

the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax

assets and liabilities on a net basis.

The carrying amount of deferred tax assets is reviewed at each reporting date for recoverability. Likewise, unrecognised tax assets

(not booked to balance sheet) are re-assessed at each reporting date, and recognised, to the extent that future taxable profits are

deemed likely to allow the asset to be recovered.

Key estimates and judgements

Recoverability of deferred tax assets

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences, to the extent

that it is probable that future taxable profits will be available against which they can be used.

Judgement is required when deferred tax assets are reviewed at each reporting date. Deferred tax assets may be reduced to the

extent that it is no longer probable that future taxable profits will be available.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in

expectations for the future performance of the business may impact the amount of deferred tax assets recoverable and recognised

on the Consolidated statement of financial position and the amount of other tax losses and temporary differences not yet

recognised.

Pillar Two model rules

Internationally, jurisdictions are at various stages of implementing the Pillar Two model rules published by the Organisation for

Economic Co-operation and Development including tax law that implements qualified domestic minimum top-up taxes described in

those rules (Pillar Two legislation). Due to the complexities of the Pillar Two model rules and the uncertainties surrounding the

impact of Pillar Two legislation on deferred taxes, no deferred tax assets or liabilities have been recognised under the Pillar Two

model rules.

Group performance

for the year ended 30 June 2023

ANNUAL REPORT 202399
Operating assets and liabilities

for the year ended 30 June 2023

C. Operating assets and liabilities

This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate the

Group’s performance.

C1. Trade and other receivables

2023

$’000

2022

$’000

Trade receivables from contracts with customers 5 7,7 31 6 7, 411

Allowance for expected credit losses(45) (125)

Goods and services tax 10,699 9,711

Other receivables 10,831 6,513

79,216 83,510

The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D1: Financial

risk management.

Recognition and measurement

Trade receivables from contracts with customers are recognised initially at their transaction price. Other receivables are recognised initially

at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method, less any

lifetime expected credit losses.

C2. Inventories

2023

$’000

2022

$’000

Raw materials 26,72717, 974

Finished goods 161,706119,5 0 5

Goods in transit5,0072,565

Total inventories at the lower of cost and net realisable value193,4 40140,04 4

At year end $10,964,000 (2022: $12,227,000) was recognised as an expense in cost of sales for inventories written down or written off,

with $3,458,000 (2022: $4,838,000) relating to Mataura Valley Milk (MVM) inventory.

Recognition and measurement

Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average methods.

Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and the

estimated costs necessary to make the sale.

Key estimates and judgements

Estimation of net realisable value

Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected future

selling price of such inventory. Changes in trading and economic conditions may impact these estimations in future periods.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY100

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

C3. Trade and other payables

2023

$’000

2022

$’000

Current

Trade payables54,7198 3,107

Rebates and promotional allowances104,70799,771

Accrued charges119, 6 9 8164,797

Employee entitlements26,60128,407

Customer contract liabilities7, 4 8 73,171

313,212379,253

Non-current

Employee entitlements423416

Recognition and measurement

Trade payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate method.

They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase of goods

and services. The amounts are unsecured.

Accrued charges represent amounts payable for supplies and services received but not invoiced at the reporting date.

Customer contract liabilities are payments received in advance from customers.

Employee entitlements

Provision is made for benefits accruing to employees in respect of wages and salaries, bonuses, annual leave, and long service leave

when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the

remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured at the

present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees

up to the reporting date.

Operating assets and liabilities

for the year ended 30 June 2023

ANNUAL REPORT 2023101
C4. Property, plant and equipment

2023

Land

$’000

Buildings

$’000

Office &

computer

$’000

Furniture &

fittings

$’000

Leasehold

improvements

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 20228,76350,1832,3607333,541174,967240,547

Additions–6739834316,02616,528

Disposals ––(31)–––(31)

Depreciation–(1,290)(1,012)(177)(1,017)(8 ,111)(11, 6 07 )

Net foreign currency exchange

differences––19(5)(29)(206)(221)

Carrying amount 30 June 20238,76348,9601,7345852,498182,676245,216

Cost8,76351,4275,0711,3316,043207,287279,922

Accumulated depreciation–(2,467)(3,337)(746)(3,545)( 24 , 611)(34,706)

Carrying amount 30 June 20238,76348,9601,7345852,498182,676245,216

2022

Land

$’000

Buildings

$’000

Office &

computer

$’000

Furniture &

fittings

$’000

Leasehold

improvements

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 2021––9368144,01011, 4 0217,16 2

Acquisition of subsidiary8,76351,1622,247––166,741228,913

Additions–197327513943,9704,939

Depreciation–(1,176)(1,202)(176)(1,028)( 7, 5 0 5 )(11, 0 8 7 )

Net foreign currency exchange

differences––5244165359620

Carrying amount 30 June 20228,76350,1832,3607333,541174,967240,547

Cost8,76351,3594,6981,2816,023191,313263,437

Accumulated depreciation–(1,176)(2,338)(548)(2,482)(16,346)(22,890)

Carrying amount 30 June 20228,76350,1832,3607333,541174,967240,547

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY102

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

C4. Property, plant and equipment (continued)

Recognition and measurement

All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure

that is directly attributable to the acquisition of the item.

Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis. Land is not depreciated. The following estimated useful lives are used in the

calculation of depreciation:

Buildings 20-90 years

Office and computer equipment 2-25 years

Furniture and fittings 5-10 years

Leasehold improvements 2-10 years

Plant and equipment 2-50 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic benefits

are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net disposal

proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

Key estimates and judgements

Recoverability and determination of useful lives

If indicators of impairment are present, property, plant and equipment will be subject to impairment testing, which involves

estimates and judgements made with respect to assessing the recoverability of the carrying amount of property, plant and

equipment. Judgement is also involved in determining the useful lives of property, plant and equipment which are reviewed and

adjusted, where required, annually.

Operating assets and liabilities

for the year ended 30 June 2023

ANNUAL REPORT 2023103
C5. Investment property

The Kyvalley Dairy Group (Kyvalley) is the Group’s long-term fresh milk supplier in Victoria. Kyvalley continues to operate the facility under

a long-term operating lease and a long-term supply agreement. Under the agreement the Group has commenced an expansion and

upgrade of the facility, to be subsidised by increased rent.

The purchase and upgrade of the Kyabram site is a strategic investment to ensure quality of products and processing capacity. The related

long-term product supply agreement entered into alongside the investment provides ongoing supply from Kyvalley’s contracted A1 protein

free milk pool.

2023

Land

$’000

Buildings

$’000

Plant &

equipment

$’000

Work in

progress

$’000

Total

$’000

Carrying amount 1 July 20224984,5689,1771,42015,663

Additions –––3,5353,535

Depreciation–(285)(792)–(1,077)

Net foreign currency exchange differences(15)46(220)(5)(194)

Carrying amount 30 June 20234834,3298 ,1654,95017, 927

Cost4835,29111, 4 6 84,95022,192

Accumulated depreciation–(962)(3,303)–(4,265)

Carrying amount 30 June 20234834,3298 ,1654,95017, 927

2022

Land

$’000

Buildings

$’000

Plant &

equipment

$’000

Work in

progress

$’000

Total

$’000

Carrying amount 1 July 2021 2935,16 610,29186416,614

Additions ––5535181,071

Transfers192(192)–––

Depreciation–(528)(1,912)–(2,440)

Net foreign currency exchange differences1312224538418

Carrying amount 30 June 20224984,5689,1771,42015,663

Cost4985,24611, 6 8 81,42018,852

Accumulated depreciation–(678)( 2,511)–(3,18 9)

Carrying amount 30 June 20224984,5689,1771,42015,663

Profit arising from investment property

2023

$’000

2022

$’000

Rental income1,1521,088

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY104

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

C5. Investment property (continued)

Future minimum rentals receivable under operating lease

2023

$’000

2022

$’000

Not longer than 1 year1,14 41,132

Longer than 1 year and not longer than 5 years4,5784,529

Longer than 5 years16,97516,797

Total undiscounted lease payments to be received22,69722,458

Measurement of fair value

The investment property was purchased in September 2020. The Group has not engaged an independent valuer for the current period. At

reporting date, the Directors have determined a fair value of $18,600,000 based on a capitalisation of rent valuation approach, adopting a

capitalisation rate of 8%. Directors consider that this calculation represents a reasonable approximation of fair value as at 30 June 2023.

Recognition and measurement 

Investment property

Investment property is held primarily to earn rental income and for capital appreciation. It is measured initially at cost, including transaction

costs such as transfer taxes and professional fees for legal services. Subsequent to initial recognition, the Group elected to measure

investment property using the cost model (carried at historical cost less accumulated depreciation and impairment). 

Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of any

changes in estimate accounted for on a prospective basis. Land is not depreciated. The following estimated useful lives are used in the

calculation of depreciation:

Buildings 4-40 years

Plant and equipment 3-25 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic

benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net

disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

Work in progress expenditure is capitalised only when the Group can demonstrate the potential for the asset to generate future

economic benefits on completion; and the ability to measure reliably the expenditure attributable to the asset during its development.

Depreciation commences when the asset is available for use.

Rental income

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term, and is

included in other revenue in the Consolidated statement of comprehensive income.

Key estimates and judgements

Recoverability and determination of useful lives

If indicators of impairment are present, investment property will be subject to impairment testing, which involves estimates and

judgements made with respect to assessing the recoverability of the carrying amount of investment property. Judgement is also

involved in determining the useful lives of investment property which are reviewed and adjusted, where required, annually.

Operating assets and liabilities

for the year ended 30 June 2023

ANNUAL REPORT 2023105
C6. Intangible assets

2023

Patents

$’000

Trade marks

$’000

Software

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20228833,9052,066102,468109,322

Additions6890180–338

Amortisation(34)–(1,073)–(1,107 )

Net foreign currency exchange differences––(13)(121)(134)

Carrying amount 30 June 2023917 3,995 1,16 0102,347108,419

Cost1,5953,9955,147102,347113, 0 8 4

Accumulated amortisation and impairment(678)–(3,987)–(4,665)

Carrying amount 30 June 2023917 3,995 1,16 0102,347108,419

2022

Patents

$’000

Trade marks

$’000

Software

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20218063,8122,3478 ,17215,137

Acquisition of subsidiary––94394,07895,021

Additions1189318–229

Amortisation(40)–(1,237)–(1,277)

Net foreign currency exchange differences(1)–(5)218212

Carrying amount 30 June 20228833,9052,066102,468109,322

Cost1,5273,9054,954102,468112, 8 5 4

Accumulated amortisation and impairment(644)–(2,888)–(3,532)

Carrying amount 30 June 20228833,9052,066102,468109,322

Trade marks are allocated to the following cash-generating units (CGUs) for the purpose of impairment testing: Australia and New Zealand

$318,000 (2022: $304,000); China and Other Asia $3,503,000 (2022: $3,436,000); USA $174,000 (2022: $165,000).

During the year the total value of research and development costs expensed was $6,307,000 (2022: $4,389,000).

Recognition and measurement

The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the

expenditure generating future economic benefits for the Group.

Patents

Patents are considered to have a finite life and are amortised on a straight-line basis over the lifetime of the patent.

Trade marks

Trade marks are not subject to amortisation as they are considered to have an indefinite life and are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

Software

Software is amortised on a straight-line basis over 2 to 3 years.

The costs of configuring or customising a supplier’s application software in a Cloud Computing Software-as-a-service agreement are

expensed as incurred.

Goodwill

Goodwill is recognised on business acquisitions, representing the excess of the cost of acquisition over the Group’s interest in the net fair

value of the identifiable assets, liabilities and contingent liabilities of the business recognised at the date of acquisition.

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. For the

purposes of impairment testing, goodwill acquired in a business combination is, from the date of acquisition, allocated to the Group’s

cash-generating units that are expected to benefit from the synergies of the combination.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY106

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

C6. Intangible assets (continued)

Impairment testing for cash-generating units (CGUs) containing goodwill

Goodwill allocation

For the purposes of impairment testing, goodwill is allocated to the Group’s CGUs which represent the lowest level within the Group at

which goodwill is monitored for internal management purposes as follows:

2023

$’000

2022

$’000

Australia and New Zealand50,61750,738

China51,73051,730

102,347102,468

Impairment testing of non-financial assets

Assets that have an indefinite useful life, such as goodwill and trade marks, are not amortised but are tested annually for impairment.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds

its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Impairment losses are recognised in the Consolidated statement of comprehensive income. They are allocated first to reduce the carrying

amount of any goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets in the CGU on a pro-rata basis.

An impairment loss in respect of goodwill is not reversed. Non-financial assets other than goodwill that have been impaired are

reviewed for possible reversal at each reporting date. An impairment loss is reversed only to the extent that the asset’s carrying

amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no

impairment loss had been recognised.

Key estimates and judgements

Goodwill and intangibles

Judgements are made with respect to identifying and valuing intangible assets on acquisitions of new businesses and the allocation

of goodwill to the cash-generating units.

The Group assesses whether goodwill and intangibles with indefinite useful lives are impaired at least annually. These calculations

involve judgements to estimate the recoverable amount of the cash-generating units to which the goodwill and intangibles with

indefinite useful lives are allocated.

Operating assets and liabilities

for the year ended 30 June 2023

ANNUAL REPORT 2023107
C6. Intangible assets (continued)

Annual impairment testing as at 30 June 2023

The recoverable amount of CGUs containing goodwill and trade marks has been determined on a value in use basis using a

discounted cash flow approach, and projections based on financial budgets approved by the Board, and four-year forward plans supplied

by management.

As at 30 June 2023, the recoverable amount of the Group’s CGUs exceeds their carrying amounts. The directors believe that no reasonably

possible change in any of the key assumptions would cause the recoverable amount of these CGUs to be less than their carrying values.

Based on this assessment, no impairment write downs are considered necessary.

Key assumptions

Gross margins

Gross margins are based on budgeted margins for FY24, and estimates for future years, adjusted where appropriate to account

for expected future trading conditions. Consideration has been given to the growth profile of each CGU when forecasting future

margin returns.

Discount rates

Discount rates (post-tax): 9.3% (2022: 8.9%)

Discount rates represent the risks specific to each CGU, taking into consideration the time value of money and individual risks of the

underlying cash flows expected from the CGU being assessed. CGU specific risk is incorporated by applying individual beta factors. The

discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from its weighted average cost of

capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the

Group’s investors.

Revenue growth

Revenue projections have been constructed with reference to the FY24 budget and four-year forward plans and adjusted for recent

performance trends across the regions (where necessary).

Terminal growth rate

A terminal growth rate of 2.0% (2022: 2.0%) has been used for future cash flow growth beyond the forecast period.

The terminal value (being the total value of expected cash flows beyond the forecast period) is discounted to present values using the

discount rate specific to each CGU.

Sensitivity to change in assumptions

The calculation of value in use is most sensitive to the following assumptions:

–Gross margins

–Discount rates

–Revenue growth during the forecast period

–Growth rates used to extrapolate cash flows beyond the forecast period (terminal growth rate)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY108

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

C7. Other financial assets

2023

$’000

2022

$’000

Current

Foreign currency forward contracts1,536–

Non-current

Foreign currency forward contracts113–

Listed investment at fair value71,965135,260

72,078135,260

The listed investment is a 19.8% holding in shares in Synlait Milk Limited (Synlait). Synlait is a dairy processing company (listed on NZX and

ASX) with which the Group has an ongoing Nutritional Powders Manufacturing and Supply Agreement. No dividends were received from

this investment during the year (2022: $nil).

Shareholding in Synlait Milk Limited

Movements in the period

Shares

‘000

Cost

$’000

Share price at

report date

$

Market

value

$’000

Mark to

market

$’000

Balance 30 June 202243,353288,7813.12135,260(153,521)

Balance 30 June 202343,353288,7811.6671,965(216,816)

Fair value loss in period(63,295)

A fair value loss of $63,295,000 (2022: $22,543,000) was recognised in other comprehensive income for the year.

Recognition and measurement

This listed investment is a long-term investment classified as a financial asset measured at fair value through other comprehensive income.

The Group does not control or have significant influence over the investee.

Unrealised gains or losses arising from changes in fair value are recognised through other comprehensive income in the Fair Value

Revaluation Reserve within equity.

Foreign currency forward contracts are stated at fair value, calculated by reference to current forward exchange rates for contracts with

similar profiles, adjusted to reflect the credit risk of the various counterparties.

Operating assets and liabilities

for the year ended 30 June 2023

ANNUAL REPORT 2023109
C8. Other financial liabilities

2023

$’000

2022

$’000

Current

Foreign currency forward contracts3,50116,999

Non-current

Foreign currency forward contracts235872

Recognition and measurement

Foreign currency forward contracts are stated at fair value, calculated by reference to current forward exchange rates for contracts with

similar profiles, adjusted to reflect the credit risk of the various counterparties.

Key estimates and judgements

Fair value measurement of foreign currency forward contracts

The fair value of foreign currency forward contracts is measured using valuation techniques. The inputs to these models are taken

from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values.

Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these

factors could affect the reported fair value of these financial instruments.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY110

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D. Financial risk and capital management

This section outlines how the Group manages exposure to financial risk and capital structure, and provides details of its balance sheet

liquidity and access to financing facilities.

D1. Financial risk management

Financial risk management objectives

Exposure to credit risk, market risk (including currency risk, commodity price risk, interest rate risk, and equity price risk), and liquidity risk

arises in the normal course of the Group’s business.

The Group’s financial risk management processes and procedures seek to minimise the potential adverse impacts that may arise from the

unpredictability of financial markets.

The Group’s centralised treasury department (Group Treasury) provides treasury services to the business, co-ordinates access to domestic

and international financial markets, and monitors and manages liquidity. The Group’s corporate function monitors financial risks relating to

the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of these risks.

Policies and procedures are reviewed periodically to reflect both changes in market conditions and changes in the nature and volume of

Group activities.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Specific risk management objectives and policies are set out below.

The Group uses various methods to measure different types of risk exposures. These methods include ageing analysis for credit risk,

and sensitivity analysis in the case of foreign exchange risks and equity price risk.

Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or the counterparty to a financial instrument fails to meet its

contractual obligations.

2023

$’000

2022

$’000

Maximum exposures to credit risk at balance date:

Cash and term deposits (counterparty risk)802,2348 8 7, 3 0 8

Trade receivables (customer credit risk)5 7,7 316 7, 411

Foreign currency forward contracts (counterparty risk)1,6 49–

 861,614954,719

Counterparty risk

At balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined by recognised credit agencies,

including National Australia Bank, ANZ Bank, Westpac, ASB Bank, Bank of New Zealand, HSBC Bank, Bank of China, and JP Morgan Chase

Bank.

Counterparties to derivative financial instruments are large banks with which the Group has existing banking relationships, with acceptable

credit ratings determined by recognised credit agencies.

The Group does not have any other concentrations of counterparty credit risk.

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023111
D1. Financial risk management (continued)

Credit risk management (continued)

Customer credit risk

The Group’s exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. The majority of sales

on credit are to major retailers and other significant customers with established creditworthiness and minimum levels of default. Other

sales are made cash on delivery.

New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position,

previous trading experience and other factors.

In monitoring customer credit risk, customers are assessed individually by their debtor ageing profile. Monitoring of receivable balances on

an ongoing basis minimises the exposure to bad debts. Historically, bad debt write-offs have been negligible.

There are significant concentrations of business within the Group. In 2023, 28% of sales with credit terms were to three customers

(2022: 23% of sales to three customers). There is no history of default for these customers.

The allowance for expected credit losses is recognised based on an assessment of lifetime expected credit losses.

Ageing of trade receivables at reporting date

2023

$’000

2022

$’000

Not past due54,82748,009

Past due up to 90 days2,46016,612

Past due 91 to 180 days–2,339

Past due 181 days to one year412449

More than one year322

5 7,7 316 7, 411

Allowance for expected credit losses(45)(125)

5 7, 6 8 66 7, 2 8 6

The average credit period on sales is 14 days (2022: 15 days). No interest is charged on trade receivables outstanding.

Movement in impairment allowance for expected credit loss

2023

$’000

2022

$’000

Balance at beginning of year125107

Amount (reversed)/charged to the Consolidated statement of comprehensive income(78)30

Provisions reversed and net foreign exchange differences(2)(12)

Balance at end of year45125

Market risk management

Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments. The

Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar, and to interest rate

risk. Prices charged by manufacturers (including pricing of whole and skim milk powders) are subject to movements in commodity milk

pricing. The Group’s holding of a listed investment also exposes it to equity price risk.

Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the Group’s

exposure to market risks or the way it manages and measures risk.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY112

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D1. Financial risk management (continued)

Interest risk management

The Group’s main interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow

interest rate risk. Borrowings at fixed rates expose the Group to fair value interest rate risk. These risks have not been hedged given the

limited exposure.

Bank borrowings are primarily from New Zealand banks, in New Zealand dollars, at New Zealand market rates.

Fixed and variable rate exposure

2023

$’000

2022

$’000

Fixed rate instruments

Financial assets450,000500,000

Financial liabilities(52,038)(63,206)

3 97, 9 6 2436,794

Variable rate instruments

Financial assets176,17055,663

Financial liabilities(30,000)(30,000)

14 6,17025,663

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss and does not employ

derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. A change in interest rates at the

reporting date would not affect profit or loss for the Group.

Cash flow sensitivity analysis for variable rate instruments

A reasonably possible change of 100 basis points in interest rate at the reporting date would have increased or decreased profit or loss by

$1,462,000 (2022: $257,000). This analysis assumes all other variables remain the same.

Foreign currency risk management

The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the USA, and China; and the resultant

movements in the currencies of those countries against the NZ dollar.

The Group hedges a portion of this risk using derivative financial instruments such as foreign currency forward contracts, designated as

cash flow hedges, to hedge certain highly probable foreign currency transactions. These contracts are executed by Group Treasury in

accordance with the Group’s Treasury Risk Policy.

The Group may also transfer cash balances from time-to-time between currencies to reduce exposure or to match underlying liabilities.

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023113
D1. Financial risk management (continued)

Foreign currency risk management (continued)

Hedging currency risk 

On entering into a hedging relationship, the Group formally designates and documents the hedge relationship and the risk management

objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item

or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting the

exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly

effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they were

actually highly effective throughout the financial reporting periods for which they are designated. 

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges, which hedge exposure to variability in cash

flows of a highly probable forecasted transaction, are recognised directly in other comprehensive income and accumulated in the hedging

reserve. The ineffective portion is recognised in profit or loss within other expenses. Hedge accounting is discontinued when the hedging

instrument expires or is sold, terminated or exercised. At that point in time, any cumulative gain or loss on the hedging instrument

recognised in equity is kept in equity until the forecasted transaction occurs or until cash flows arising from the transaction are received.

The amount recognised in other comprehensive income is transferred to profit or loss in the same period that the hedged item affects

profit or loss. If the forecast transaction is no longer going to occur the item is transferred to profit or loss when hedging is discontinued.

The gross value to be received or paid and the weighted average contracted exchange rates for foreign currency forward contracts

outstanding at year end are as follows:

Carrying

amount

Carrying

amount

Notional amount

NZ dollars

Weighted average

exchange rate

2023

$’000

2022

$’000Term

2023

$’000

2022

$’000

2023

$’000

2022

$’000

AUD

Buy NZD/sell AUD(1,0 41)(110 )One year or less72,23266,6320.89990.9005

EUR

Buy AUD/sell EUR(117 )–One year or less2,933–0.6287–

USD

Buy NZD/sell USD3,12217,10 9One year or less173,574266,5700.62220.6640

Buy NZD/sell USD123872More than one year43,37140,9500.61100.6349

The carrying amount of foreign currency forward contracts is recognised in Other financial assets (refer to Note C7) and Other financial

liabilities (refer to Note C8).

The foreign currency forward contracts are considered to be highly effective hedges. There was no significant cash flow hedge

ineffectiveness in the current year.

Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the pre-tax equity of the

Group based on closing exchange rates as at 30 June 2023, applied to the Group’s foreign currency forward contracts at 30 June 2023.

Exchange rates and foreign currency forward contracts will fluctuate over the course of normal operations.

2023

Impact on pre-tax equity gain or (loss)

$’000$’000

Movement on exchange rate+10%–10%

US Dollar( 24 , 011)18,933

AU Dollar(7,777)6,358

Euro305 (291)

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY114

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D1. Financial risk management (continued)

Foreign currency risk management (continued)

Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the

Group based on closing exchange rates as at 30 June, applied to the Group’s unhedged financial assets/(liabilities) at 30 June. Exchange

rates and assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.

The analysis is performed consistently from year to year.

2023

Net exposure on

reporting date

$’000

Impact on pre-tax profit or (loss)

$’000$’000

Movement on exchange rate–+10%–10%

AU Dollar(1,631)(181)148

US Dollar62,6086,956(5,692)

Chinese Yuan Renminbi(131,333)(14,593)11,93 9

2022

Net exposure on

reporting date

$’000

Impact on pre-tax profit or (loss)

$’000$’000

Movement on exchange rate–+10%–10%

AU Dollar(2,169)(241)197

US Dollar65,18 87, 24 3(5,926)

Chinese Yuan Renminbi(142,135)(15,793)12,921

As the unhedged foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other

receivables and payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact on

profit or loss.

Exchange rates

The following significant exchange rates applied during the year:

Average rateReporting date spot rate

2023202220232022

AU Dollar0.91530.93790.91910.9058

US Dollar0.61680.68130.60790.6248

Chinese Yuan Renminbi4.28564.39584.40664 .18 6 0

Equity price risk

The Group is exposed to equity price risk on its listed investment classified and measured at fair value through other comprehensive

income (FVOCI). This risk is not hedged.

The Group monitors this risk exposure by comparing the movement in the quoted share price of this long-term investment against

movements in the S&P/NZX 50 index over the same period.

As at 30 June 2023, the exposure to the listed investment at FVOCI was $71,965,000 (2022: $135,260,000). A 10% increase or decrease

in the share price of this listed investment would result in an increase or decrease of $7,197,000 (2022: $13,526,000) in the fair value

revaluation reserve through other comprehensive income, with no effect on profit or loss.

Liquidity risk management

Liquidity risk is the risk that the Group will be unable to meet its obligations as they fall due. This risk is managed by establishing a target

minimum liquidity level, ensuring that ongoing commitments are managed with respect to forecast available cash inflows.

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023115
D1. Financial risk management (continued)

Liquidity risk management (continued)

The Group holds significant cash reserves which enable it to meet its obligations as they fall due, and to support operations in the event of

unanticipated external events.

Loans and borrowings within the Group are specific to the operations of Mataura Valley Milk Limited (refer to Note D6). No other entities

within the Group have borrowings (2022: $nil).

Contractual maturities of financial liabilities

The contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements

are set out below. No interest is payable on trade and other payables.

Contractual cash flows

2023

Carrying

amounts

$’000

Total

$’000

6 months

or less

$’000

6 to 12

months

$’000

1 to 2

years

$’000

2 to 5

years

$’000

More than

5 years

$’000

Non-derivative financial liabilities

Secured bank loans45,00047,47216,2781,0253 0,169––

Unsecured loan from MVM’s non-controlling

shareholder3 7, 0 3 842,021–––42,021–

Lease liabilities19,49121,8672,4102,4214,4428,5264,068

Trade and other payables - excluding employee

entitlements and customer contract liabilities 279,124279,124279,124––––

Derivative financial liabilities

FX hedging contracts:

Carrying amount at fair value 3,736

Outflow217,13 685,945104,89326,298––

Inflow(213,4 0 0)(83,789)(103,548)(26,063)––

384,389394,220299,9684,79134,84650,5474,068

2022

Non-derivative financial liabilities

Secured bank loans57,00059,37727, 6 6 25381,08830,089–

Unsecured loan from MVM’s non-controlling

shareholder50,00055,834–13,794––42,040

Lease liabilities17, 3 5 219,2492,0751,6032,5787,1165,877

Trade and other payables - excluding employee

entitlements and customer contract liabilities3 47, 6 753 47, 6 753 47, 6 75––––

Derivative financial liabilities

FX hedging contracts:

Carrying amount at fair value 17, 8 71

Outflow392,023159,206190,99641,821––

Inflow(374,152)(148,752)(184,450)(40,950)––

489,898500,006387,86622,4814,5373 7, 2 0 547, 917

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY116

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D1. Financial risk management (continued)

Change in liabilities arising from financing activities

2022

$’000

Cash flow

$’000

Non-cash

$’000

2023

$’000

Secured bank loans57,000(12,000)–45,000

Unsecured loan from MVM’s non-controlling shareholder50,000(13,794)8323 7, 0 3 8

Lease liabilities17, 3 5 2(4,218)6,35619,490

124,352 (30,012)7,18 8101,528

Carrying amounts versus fair value

The fair values of financial assets and liabilities, together with the carrying amounts shown in the Consolidated statement of financial

position, are as follows: 

2023 2022 

Hierarchy

level 

Carrying

amount 

$’000 

Fair Value

$’000 

Carrying

amount 

$’000 

Fair Value

$’000

Cash and term deposits  802,234802,2348 8 7, 3 0 88 8 7, 3 0 8

Trade and other receivables  79,21679,21683,51083,510

Foreign currency forward contract assets 2 1,6 491,6 49––

Listed investment 1 71,96571,965135,260135,260

Secured bank loans 2 (45,000)(42,924)(57,000)(54,861)

Unsecured loan from MVM’s non-controlling shareholder2 ( 3 7, 0 3 8 )(30,197)(50,000)(45,113)

Trade and other payables - excluding employee

entitlements and customer contract liabilities  (279,124)(279,124)( 3 47, 6 75 )  ( 3 47, 6 75 )  

Foreign currency forward contract liabilities2(3,736)(3,736)(17, 8 71)(17, 8 71)

  59 0,16 6599,083633,532 640,558 

Fair value hierarchy

Financial instruments carried at fair value are classified by valuation method based on the following hierarchy:

–Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

–Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

–Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Carrying amount (equalling fair value) is applied consistently in the current and prior year to assets and liabilities not recognised in the

Consolidated statement of financial position at fair value.

Estimation of fair value

The following methods and assumptions are used in estimating the fair values of financial instruments:

–Listed investment - closing share price on NZX. 

–Foreign currency forward contracts - calculated by reference to current forward exchange rates for contracts with similar maturity

profiles, adjusted to reflect the credit risk of the various counterparties. 

–Loans and borrowings - present value of future principal and interest cash flow, discounted at the market rate of interest at the

reporting date.

–Cash and term deposits, trade and other receivables and payables - carrying amount approximates fair value.

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023117
D2. Capital management

The Group’s objective when managing its capital is to safeguard the Group’s ability to continue as a going concern and to continue to

generate value for stakeholders. The Group is not subject to externally imposed capital requirements, and currently has no debt, other

than loans and borrowings specific to Mataura Valley Milk Limited (refer to Note D6).

The Group’s capital structure may be modified by payment of dividends to shareholders, returning capital to shareholders, or issuing new

shares. The Board continuously assesses its capital position in order to deliver the optimum structure to drive shareholder returns in line

with the Company’s strategy and capital allocation framework.

The Board regularly assesses the Group’s balance sheet position when considering how to deliver the optimum structure to enhance

shareholder value in line with the Company’s strategy and capital allocation framework. In accordance with the Company’s Capital

Allocation Framework, the Group has decided to prioritise investment in growth opportunities (focused on Supply Chain transformation)

and balance sheet strength, ahead of returning further capital to shareholders as at 30 June 2023, but will continue to review this on a

regular basis.

During the year, the Group undertook a capital return to shareholders through an on-market share buyback of $149,057,000 (2022: $nil).

The buyback commenced in November 2022 and concluded in March 2023. Shares bought back were cancelled on acquisition. (Refer to

Note D7).

D3. Cash and term deposits

2023

$’000

2022

$’000

Cash at banks and on hand176,064 331,6 46

Short-term deposits 176,170 105,662

Cash and short-term deposits 352,234 4 3 7, 3 0 8

Other current term deposits 450,000 450,000

Cash and term deposits 802,234 8 8 7, 3 0 8

Expressed in the relevant currency, cash at banks and on hand includes:

2023

’000

2022

’000

AU dollars27,789 84,460

US dollars4 0,15 454,709

Chinese Yuan Renminbi341,872229,639

Bank balances and cash comprise cash held by the Group. Cash and short-term deposits earn interest at floating rates based on daily bank

deposit rates. The carrying value of cash assets and term deposits approximates their fair value.

Other current term deposits comprise term deposits with a maturity greater than three months and less than twelve months, having an

average maturity of eight months and a weighted average interest rate of 5.57% per annum.

Term deposits are presented as cash equivalents in the Consolidated statement of cash flows if they have a maturity of three months or

less and are readily convertible to known amounts of cash with no significant risk of changes in value.

For the purposes of the Consolidated statement of cash flows, cash and cash equivalents comprise the following:

2023

$’000

2022

$’000

Cash at banks and on hand176,064 331,6 46

Short-term deposits 176,170 105,662

Cash and short-term deposits352,2344 3 7, 3 0 8

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY118

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D4. Cash flow information

Reconciliation of after tax profit with net cash flows from operating activities

2023

$’000

2022

$’000

Net profit for the year14 4,8 41114 ,741

Adjustments for non-cash items:

Depreciation and amortisation 18 ,19718,929

Share-based payments17,13211,701

Net foreign exchange gain(1,917)(8,787)

Changes in working capital:

Trade and other receivables4,294(3,562)

Prepayments10,912(20,852)

Inventories(53,396)(19,679)

Trade and other payables(71,633)69,504

Tax balances42,85341,805

Net cash inflow from operating activities111, 28 3203,800

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023119
D5. Leases

Group as lessee

The Group has entered into leases for office and industrial premises, motor vehicles and equipment. There are no financial restrictions

placed upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for additional

terms. All lease contracts with options to renew contain market review clauses in the event that an option to renew is exercised.

Right-of-use assets

Carrying amounts of right-of-use assets recognised and movements during the period:

2023

Leased

property

$’000

Office &

computer

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 202215,33410259416,030

Additions 5,228–7085,936

Depreciation(3,890)(46)(470)(4,406)

Net foreign currency exchange differences(201)–(10)( 211)

Carrying amount 30 June 202316,4715682217, 3 4 9

Cost28,7891891,97830,956

Accumulated depreciation(12,318)(133)(1,15 6)(13,607)

Carrying amount 30 June 202316,4715682217, 3 4 9

2022

Leased

property

$’000

Office &

computer

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 202115,03910116215,302

Acquisition of subsidiary8817537642

Additions 3,308242893,621

Depreciation(3,688)(41)(396)(4,125)

Net foreign currency exchange differences58712590

Carrying amount 30 June 202215,33410259416,030

Cost23,6841881,29725,169

Accumulated depreciation(8,350)(86)(703)(9,139)

Carrying amount 30 June 202215,33410259416,030

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY120

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D5. Leases (continued)

Lease liabilities

Carrying amounts of lease liabilities and movements during the period:

2023

$’000

2022

$’000

Balance at beginning of the year17, 3 5 216,498

Acquisition of subsidiary–642

Additions5,9363,621

Accretion of interest640592

Payments(4,218)(4,681)

Net foreign currency exchange differences(220)680

Balance at end of the year19,49017, 3 5 2

Current4,1813,128

Non-current15,30914,224

19,49017, 3 5 2

Amounts recognised in profit or loss

2023

$’000

2022

$’000

Depreciation expense - right-of-use assets4,4064,125

Interest expense - lease liabilities640592

Expenses relating to short-term leases (included in administrative and other expenses)978461

Expenses relating to low-value assets (included in administrative and other expenses)335

Total amount recognised in profit or loss6,0575,18 3

Cash flows for leases

2023

$’000

2022

$’000

Total cash outflows:

Lease interest640592

Payment of lease principal3,5784,089

4,2184,681

Non-cash additions to right-of-use assets and lease liabilities5,9363,621

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023121
D5. Leases (continued)

Recognition and measurement

A right-of-use asset and a lease liability are recognised at the lease commencement date.

The right-of-use asset is initially measured at cost, and subsequently at cost, less accumulated depreciation as the asset is written off

over the term of the lease, impairment losses, and any adjustments for remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments payable from the commencement date, discounted

using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.

Generally, the Group uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is

remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of

the amount expected to be payable, or changes in the assessment of whether a purchase or extension option is reasonably certain

to be exercised.

Key estimates and judgements

Determination of the lease term

Judgement is applied to determine the lease term for those lease contracts that include renewal or termination options. This

assessment impacts the lease term, which may significantly affect the amount of lease liabilities and right-of-use assets recognised.

In determining the lease term consideration is given to all facts and circumstances that create an economic incentive to exercise

an extension option, or not to exercise a termination option.

Group as lessor

Refer to Note C5: Investment property

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY122

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D6. Loans and borrowings 

2023

$’000

2022

$’000

Current   

Secured:

Bank loans15,00027,000

Unsecured:   

Loan from MVM’s non-controlling shareholder –13,794

15,00040,794

Non-current   

Secured:   

Bank loan30,00030,000

Unsecured: 

Loan from MVM’s non-controlling shareholder 3 7, 0 3 836,206

 6 7, 0 3 866,206

All of the loans and borrowings are specific to Mataura Valley Milk Limited (MVM) and are interest bearing.

The bank loans are secured against MVM’s property at Pease Street, Gore, New Zealand, and are subject to compliance with financial

covenants requiring the maintenance of specified financial ratios, related solely to MVM. All borrowing covenant ratios and limits have

been complied with as at 30 June 2023.

The non-current bank loan matures in July 2024. The interest rate applicable as at 30 June 2023 was 6.85%. 

The average interest rate applicable at 30 June 2023 for the current bank loans was 6.37%.

Finance facilities available to MVM:

–Total bank debt facilities of $75 million, of which $45 million was drawn as at 30 June 2023. 

–A performance guarantee facility of $10 million, fully drawn as at 30 June 2023.

The unsecured subordinated loan is provided by MVM’s non-controlling shareholder. The non-current loan has an initial term through to

FY27, to be repaid thereafter at a time to be agreed by the shareholder lenders. The current loan was repaid during the year. The interest

rate applicable as at 30 June 2023 was 2.56%. 

Other Group entities have access to bank guarantee facilities totalling $1,783,000 of which $1,246,000 was drawn as at 30 June 2023.

Recognition and measurement 

Interest bearing loans and borrowings are initially recognised at fair value at transaction date, less directly attributable transaction costs,

and subsequently measured at amortised cost using the effective interest rate method. 

Financial risk and capital management

for the year ended 30 June 2023

ANNUAL REPORT 2023123
D7. Share capital

20232022

Number

of shares

Share capital

$’000

Number

of shares

Share capital

$’000

Movements in contributed equity:

Fully paid ordinary shares:

Balance at beginning of year743,656,528149,157743,410,790149,121

Movements in the period:

Vesting of time-based rights––201,636–

Gift shares––29,778–

Share match programme––6,03845

Vesting of matching share rights––8,286–

Share issue costs–––(9)

Share buyback (21,680,314) (149,057)––

(21,680,314)(149,057)245,73836

Balance at end of year721,976,214100743,656,528149,157

Share buyback

When the Company re-acquires its own ordinary shares as the result of a share buyback, those shares are deducted from equity and the

associated shares are cancelled. No gain or loss is recognised in profit or loss and the consideration paid including any directly attributable

incremental costs is recognised directly in equity. On 29 August 2022, the Company announced an on-market buyback of shares with an

aggregate value of up to $150 million, which commenced on 7 November 2022. From 7 November 2022 to 17 March 2023 the Company

purchased and cancelled 21,680,314 ordinary shares at a total cost of $149,057,000 including brokerage costs at an average price of $6.87

excluding brokerage costs.

Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote per

share at shareholders’ meetings.

The Company does not have authorised capital or par value in respect of its issued shares.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY124

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

D8. Nature and purpose of reserves

Employee equity settled payments reserve

The employee equity settled payments reserve is used to record the value of share-based payments provided to employees and

contractors, including key management personnel.

Fair value revaluation reserve

The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets measured

at fair value through other comprehensive income.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of

foreign operations.

Treasury shares reserve

The treasury shares reserve comprises the cost, net of any tax effects, of the Company’s shares purchased and held by the trustee of the

a2MC Group Employee Share Trust to be available solely for participants in Group employee share plans. When treasury shares

subsequently vest to employees under employee share plans, the carrying value of the vested shares is transferred to the employee equity

settled payments reserve.

20232022

Number of

shares$’000

Number of

shares$’000

Movements in treasury shares reserve:

Balance at beginning of year2,372,84215,798362,8233,773

Movements in the period:

On-market purchases––2,200,00013,306

Vesting of matching share rights(14 , 011)(93)––

Vesting of time-based rights(261,505)(1,741)(178,526)(1,18 9)

Gift shares (54,378) (362)(11, 455 )(92)

(329,894)(2,19 6)2,010,01912,025

Balance at end of year2,042,94813,6022,372,84215,798

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash

flow hedges pending subsequent recognition in profit or loss when the associated hedged transactions are recognised in profit or loss.

Movements on these reserve accounts are set out in the Consolidated statement of changes in equity.

Financial risk and capital management

for the year ended 30 June 2023

D9. Capital expenditure commitments
2023

$’000

2022

$’000

Contracted but not yet provided for and payable  

Property, plant and equipment 21,2775,575

D10. Contingent liabilities

On 6 October 2021, the Company announced that group proceedings had been filed in the Supreme Court of Victoria by Slater & Gordon

Lawyers, which named the Company as the defendant. The proceeding relates to the period from 19 August 2020 to 9 May 2021

(Relevant Period) and makes allegations that the Company engaged in misleading and deceptive conduct and breached its disclosure

obligations by failing to disclose certain information to the market. The claim filed by Slater & Gordon Lawyers is said to be brought on

behalf of shareholders who acquired an interest in fully paid ordinary shares in the Company on the Australian Securities Exchange (ASX)

or NZX Main Board (NZSX) between 19 August 2020 and 9 May 2021 (inclusive).

On 24 November 2021, the Company was served with a representative proceeding filed in the Supreme Court of Victoria by Shine

Lawyers, which names the Company as the defendant. The proceeding makes allegations which are broadly similar to those advanced

by the class action proceeding filed by Slater & Gordon Lawyers on 5 October 2021. The claim filed by Shine Lawyers is said to be

brought on behalf of group members who acquired an interest in ordinary shares in the Company on the ASX or the NZSX:

(1) prior to 19 August 2020, and retained those shares until a date after 28 September 2020; or (2) during the Relevant Period.

On 14 June 2022, the Supreme Court of Victoria approved the proposal to consolidate the proceedings filed by Slater & Gordon Lawyers

and Shine Lawyers (the Australian Proceedings). The consolidated claim is brought on behalf of shareholders who acquired an interest in

fully paid ordinary shares in the Company on the ASX or the NZSX: (1) during the Relevant Period; and (2) prior to 19 August 2020 and

retained those shares until a date after 28 September 2020. The claim makes allegations under both Australian and New Zealand law.

On 28 November 2022, the Supreme Court of Victoria ruled that it has jurisdiction to hear and determine the claims brought under

New Zealand law.

On 18 May 2022, the Company announced that a representative proceeding had been filed in the High Court of New Zealand which

names the Company as the defendant (the New Zealand Proceeding). The New Zealand Proceeding, filed by Thorn Law and funded by

CHC Investment Fund III Pty Limited relates to the same period (19 August 2020 to 9 May 2021) and makes allegations under New Zealand

law only which are substantially the same as those advanced in the Australian Proceedings. The claim is commenced on behalf of group

members who acquired an interest in ordinary shares in the Company on the ASX or the NZSX: (1) during the Relevant Period; and (2)

prior to the Relevant Period and continued to hold some or all of those shares for part or all of the Relevant Period.

The Company filed an interlocutory application for a stay of the New Zealand Proceeding under the Trans-Tasman Proceedings Act 2010

(NZ) on 23 June 2022. On 23 January 2023, the Auckland High Court granted the Company’s application for a stay of the New Zealand

Proceeding, pending judgment on liability or a final settlement of the Australia Proceeding, whichever occurs first.

The Company considers that it has at all times complied with its disclosure obligations, denies any liability and will vigorously defend the

proceedings. The Company filed its defence in the Australian Proceedings on 8 November 2022. The Company has not filed a defence in

the New Zealand Proceeding, which is stayed.

As at 30 June 2023, a date for the next case management conference in the Australian Proceedings has not been set by the Court.

The claims of group members have not yet been and are not required to be quantified. Based on the current status of the Australian

Proceedings and the New Zealand Proceedings, it is not practicable to provide: (a) an estimate of the financial effect; (b) an indication

of the uncertainties relating to the amount or timing of any outflow; or (c) the possibility of any reimbursement.

ANNUAL REPORT 2023125

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY126

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Group structure

for the year ended 30 June 2023

E. Group structure

This section provides details of the Group structure and the entities included in the consolidated financial statements.

E1. Consolidated entities

Details of the Company’s subsidiaries at 30 June 2023 are as follows:

Parties to Deed of

Cross Guarantee

(note E3)*

Principal place

of businessProportion of ownership interest

20232022

Parent entity:

The a2 Milk Company Limited✓New Zealand––

Subsidiaries:

The a2 Milk Company (Export) Limited –New Zealand100%100%

a2 Holdings UK Limited–New Zealand100%100%

a2 Infant Nutrition Limited✓

#

New Zealand100%100%

The a2 Milk Company (New Zealand) Limited –New Zealand100%100%

Mataura Valley Milk Limited–New Zealand75%75%

a2 Australian Investments Pty. Limited ✓Australia100%100%

a2 Botany Pty Ltd–Australia100%100%

The a2 Milk Company (Australia) Pty Ltd✓Australia100%100%

a2 Exports Australia Pty Limited✓Australia100%100%

a2 Infant Nutrition Australia Pty Ltd✓Australia100%100%

The a2 Milk Company (Nutrition) Pty Ltd✓Australia100%100%

a2MC Group Employee Share Trust–Australia100%100%

The a2 Milk Company Limited –UK100%100%

The a2 Milk Company LLC–USA100%100%

The a2 Milk Company–USA100%100%

The a2 Milk Company Limited–Canada100%100%

a2 Infant Nutrition (Shanghai) Co., Ltd–China100%100%

The a2 Milk Company (Singapore) Pte. Ltd–Singapore100%100%

* Each party to the Deed of Cross Guarantee is a member of the ‘closed group’ under the ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.

# a2 Infant Nutrition Limited is the subject of an ASIC declaration under section 601 CK(7) of the Corporations Act 2001 (Cth, Australia), providing relief from the

requirement to prepare and lodge an audited financial report in Australia.

There were no entities over which the Company gained or lost control during the year.

All subsidiaries have a balance date of 30 June, except for The a2 Milk Company Limited (UK), The a2 Milk Company LLC, and

a2 Infant Nutrition (Shanghai) Co., Ltd which have a balance date of 31 December.

Recognition and measurement

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from

its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial statements of

subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those of

the Group.

Transactions eliminated on consolidation

All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are

eliminated in preparing the consolidated financial statements.

ANNUAL REPORT 2023127
E2. Business combinations

During the year ended 30 June 2023

There were no business combinations during the year ended 30 June 2023.

During the year ended 30 June 2022

Acquisition of subsidiary: Mataura Valley Milk Limited

On 30 July 2021, The a2 Milk Company Limited (a2MC) acquired a 75% controlling interest in Mataura Valley Milk Limited (MVM), a dairy

nutrition business, located in Southland, New Zealand.

Fair value of net identifiable assets acquired, goodwill and total cash outflow

$’000

Net identifiable assets acquired90,312

Less: non-controlling interests(22,578)

a2MC’s share of net identifiable assets acquired6 7,7 3 4

Loan payable to a2MC in net assets acquired106,694

174,428

Goodwill94,078

Total cash outflow 268,506

Total goodwill of $94,078,000 was allocated to the following CGUs: Australia and New Zealand: $42,348,000; China $51,730,000. The

net outflow of cash on acquisition of $213,746,000 consisted of the total cash outflow of $268,506,000, less cash balances acquired of

$54,760,000.

Recognition and measurement 

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the

consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for

non-controlling interests, over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. 

Acquisition-related costs are expensed as incurred and included in profit or loss as administrative and other expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation

in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY128

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

E3. Deed of cross guarantee

Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned subsidiaries

listed in Note E1 as parties to the Deed of Cross Guarantee are eligible for relief from the Corporations Act 2001 (Cth, Australia)

requirements for preparation, audit and lodgement of financial reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross

Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the

event of winding up of the other party under certain provisions of the Corporations Act 2001 (Cth, Australia). If a winding up occurs under

other provisions of the Act, the guarantee will only apply if after six months after a resolution or order for winding up any creditor has not

been paid in full.

A Consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled entities

which are parties to the Deed of Cross Guarantee (each party being a member of the closed group as listed in Note E1), after eliminating

all transactions between parties to the Deed of Cross Guarantee, at 30 June 2023 are set out as follows:

Consolidated statement of comprehensive income and retained earnings for the year ended 30 June 2023

2023

$’000

2022

$’000

Revenue1,4 0 0,8131,273,571

Expenses(1,15 8 ,5 0 8)(1,058,365)

Finance income (net)30,8748 ,14 0

Profit before tax273,179223,346

Income tax expense(69,032)(59,291)

Profit after tax20 4,147164,055

Other comprehensive income6,929(654)

Total comprehensive income for the year211, 076163,401

Retained earnings at beginning of the year1,212,9691,0 4 8,914

Transfers to and from reserves(6,929)654

Retained earnings at end of year1, 417,1161,212,969

Group structure

for the year ended 30 June 2023

ANNUAL REPORT 2023129
E3. Deed of cross guarantee (continued)

Consolidated statement of financial position as at 30 June 2023

2023

$’000

2022

$’000

Assets

Current assets

Cash and short-term deposits 713,0 427 97, 2 9 6

Trade and other receivables 192,998153,906

Prepayments40,00949,229

Inventories16 4 ,11295,678

Other financial assets1,291–

Income tax receivable–12,6 4 8

Total current assets1,111, 4521,10 8 ,757

Non-current assets

Property, plant and equipment 23,25115,802

Right-of-use assets10,96712,4 60

Investment property17, 92715,663

Intangible assets13,72314,4 41

Other financial assets606,522565,047

Deferred tax assets20,89218,424

Total non-current assets693,2826 41,837

Total assets1,80 4,7341,750,594

Liabilities

Current liabilities

Trade and other payables286,230338,987

Lease liabilities2,141832

Other financial liabilities6,52412,553

Income tax payable35,220–

Total current liabilities33 0 ,115352,372

Non-current liabilities

Trade and other payables421416

Lease liabilities23512,517

Other financial liabilities10,396872

Total non-current liabilities11, 0 5213,805

Total liabilities3 41,1673 6 6,177

Net assets1,463,5671,38 4,417

Equity

Share capital 100149,157

Retained earnings 1, 417,1161,212,969

Reserves 4 6,35122,291

Total equity1,463,5671,38 4,417

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY130

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

Other disclosures

for the year ended 30 June 2023

F. Other disclosures

F1. Related party transactions

Ultimate Parent

The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries as listed

in Note E1.

Key management personnel

Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and

controlling the activities of the Group, and includes the directors, and a number of senior executives.

Key management personnel compensation:

2023

$’000

2022

$’000

Short-term employee benefits9,16 06,802

Other long-term benefits–1

Share-based payments6,5606,358

15,72013,161

Other than non-executive directors, key management personnel in FY23 include the following senior executives:

Managing Director and CEO

Chief Financial Officer (from 18 October 2022)

Interim Chief Financial Officer (to 17 October 2022)

Chief Executive, Greater China

Transactions with key management personnel and their related parties

During the year there were no related party transactions with key management personnel or their related parties (2022: $nil).

Loans to key management personnel and their related parties

No loans were outstanding or made to key management personnel and their related parties at any time during the 2023 and 2022

financial years.

ANNUAL REPORT 2023131
F2. Share-based payments

Long-term incentives (LTI)

The LTI plan is designed to retain and motivate senior management to achieve the Group’s long-term strategic goals by providing rewards

that align the interests of management with shareholders.

During the period the Board authorised the issue of 2,472,270 performance rights to senior management under the LTI plan.

The performance rights vest subject to:

–Continuing employment; and

–Achieving the following performance hurdles over the performance periods:

Performance rights grants:Performance periodEPS CAGR

Revenue CAGR hurdles

50% vest85% vest100% vest

FY22 plan

5,000 rights3 years to 30 June 202420%6%8%10%

FY23 plan

2,467,270 rights3 years to 30 June 202510%6%8%10%

Both the minimum EPS CAGR (compound annual growth in diluted earnings per share) and minimum Revenue CAGR (compound annual

growth in revenue) must be achieved for any vesting of performance rights. The minimum vesting proportion is 50%; thereafter, vesting is

on a straight-line basis.

EPS CAGR and Revenue CAGR are derived from the annual report of the Company for the relevant financial years and are subject to

adjustment to remove the impact of material items as the Board may determine in its absolute discretion to normalise results (up or down)

to more appropriately reflect underlying performance. Without limitation, adjustments may be made to exclude the impact of unusual or

one-off items, discontinued operations, acquisitions and disposals, and capital management.

No amount is payable upon vesting of the performance rights and conversion to shares. Each exercised right is an entitlement to one fully

paid ordinary share in the Company.

Fair value of performance rights

The fair value of services received in return for performance rights granted to employees is measured by reference to the fair value of the

rights granted. The estimate of the fair value of the services received is measured by reference to the vesting conditions specific to the

grant based on a simplified Black-Scholes option pricing model.

Fair value of performance rights granted during the period and assumptions

Grant date30 Sept 226 Dec 2213 June 23

Fair value at measurement date$6 .12$6.77$5.63

Share price at grant date$6 .12$6.77$5.63

Performance rights life2.9 years2.7 years2.2 years

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY132

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

F2. Share-based payments (continued)

Performance rights granted in previous years

In FY22 performance rights were issued in two tranches to accommodate the deferral of the LTI programme in FY21. They have differing

performance periods and performance hurdles as set out below.

The performance rights vest subject to:

–Continuing employment; and

–Achieving the following performance hurdles over the performance periods:

Performance rights grants:Performance periodEPS CAGR

Revenue CAGR hurdles

50% vest85% vest100% vest

Tranche 1 (FY21 plan)2 years to 30 June 202320%7. 5%10%12.5%

Tranche 2 (FY22 plan)3 years to 30 June 202420%6%8%10%

Both the minimum EPS CAGR (compound annual growth in diluted earnings per share) and minimum Revenue CAGR (compound annual

growth in normalised sales) must be achieved for any vesting of performance rights. The minimum vesting proportion is 50%; thereafter,

vesting is on a straight-line basis.

EPS CAGR and Revenue CAGR are derived from the annual report of the Company for the relevant financial years and are subject to

adjustment to remove the impact of material items as the Board may determine in its absolute discretion to normalise results (up or down)

to more appropriately reflect underlying performance. Without limitation, adjustments may be made to exclude the impact of unusual or

one-off items, discontinued operations, acquisitions and disposals, and capital management.

No amount is payable upon vesting of the performance rights and conversion to shares. Each exercised right is an entitlement to one fully

paid ordinary share in the Company.

The average fair value of the Tranche 1 and Tranche 2 awards at grant date was $7.18.

LTI outstanding as at 30 June 2023NumberGrant DatesVesting DatesExpiry Dates

Performance rights – FY22 grants Tranche 1 (FY21 plan)1,752,28622-Oct-2121-Aug-2321-Aug-23

Performance rights – FY22 grants Tranche 2 (FY22 plan)2,080,61122-Oct-2121-Aug-2421-Aug-24

Performance rights – FY23 grants2,261,61230-Sep-2221-Aug-2521-Aug-25

6,094,509

Other disclosures

for the year ended 30 June 2023

ANNUAL REPORT 2023133
F2. Share-based payments (continued)

Number

2023

Number

2022

Performance rights movements:

Outstanding at the beginning of the year4,690,064881,060

Forfeited during the period (1, 0 6 7, 8 25 )(546,310)

Granted during the period 2,472,2704,355,314

Vested during the period ––

Outstanding at the end of the year6,094,5094,690,064

The weighted average remaining contractual life of performance rights is 1.2 years (2022: 1.5 years)

Number

2023

Number

2022

Time-based rights movements:

Outstanding at the beginning of the year261,505685,336

Forfeited during the period–(3,080)

Granted during the period ––

Vested during the period (261,505)(420,751)

Outstanding at the end of the year–261,505

Other employee equity schemes

In the period, employees not participating in the LTI plan were invited to participate in a gift offer scheme in which employees each

received Company shares to the value of approximately A$1,000.

Amounts recognised in the Consolidated statement of comprehensive income

During the year ended 30 June 2023, a $17,132,000 expense was recognised in the Consolidated statement of comprehensive income for

equity settled share-based payment awards (2022: $11,701,000).

Recognition and measurement

The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a corresponding

increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to the awards.

The amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related service and

non-market vesting conditions are expected to be met but is not adjusted when market performance conditions are not met.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED
THE a2 MILK COMPANY134

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

F3. Auditor’s remuneration

The auditor of the Company is Ernst & Young Australia.

Amounts received or due and receivable by Ernst & Young for:

2023

$’000

2022

$’000

Fees to Ernst & Young (Australia):

Fees for auditing the statutory financial statements of the parent covering the Group and auditing

the statutory financial statements of any controlled entities1,40 01,586

Fees for other assurance and agreed-upon-procedures services177118

Fees for other services:

Market research

1

178240

Total fees to Ernst & Young (Australia)1,7551,94 4

Fees to other overseas member firms of Ernst & Young:

Total fees to other overseas member firms of Ernst & Young for local statutory audits115109

1,8702,053

1 The market research reports prepared are solely for the Group’s internal use and contents of these reports are not subject to Ernst & Young audit.

F4. Subsequent events

No matters or circumstances have arisen since the end of the financial year which have significantly affected or may significantly affect the

operations, the results of these operations or state of affairs of the Group in subsequent periods.

Other disclosures

for the year ended 30 June 2023

1. Substantial product holders
The shares of the Company are quoted on NZX, ASX and Cboe Australia.

According to substantial product holder notices and the Company’s records, the following persons were substantial product holders in

respect of the ordinary shares of the Company as at 30 June 2023 (such disclosure being required by the Financial Markets Conduct Act

2013 (NZ)) and as at 1 August 2023 (such disclosure being required by the ASX Listing Rules):

As at 30 June 2023As at 1 August 2023

Name

Number of

ordinary shares

in the Company

in which a

Relevant

Interest is held

% of ordinary

shares held

1

Number of

ordinary shares

in the Company

in which a

Relevant

Interest is held

% of ordinary

shares held

1

Perpetual Limited and subsidiaries51,749,3737.16 7 51,749,3737.16 7

The Goldman Sachs Group, Inc38,857,8825.38238,857,8825.382

1 Based on issue share capital of 721,976,214 as at 30 June 2023 and 1 August 2023.

The total number of voting shares on issue as at 30 June 2023 was 721,976,214 and the total number of voting shares on issue as at

1 August 2023 was 721,976,214.

2. Voting rights

During the period 1 July 2022 to 30 June 2023, each fully paid ordinary share of the Company gave the holder the right to cast one vote per

shareholder on a show of hands and one vote per share on a poll on any resolution. All votes cast at shareholder meetings are by way of poll.

Company

disclosures

Contents

1. Substantial product holders 135

2. Voting rights 135

3. Twenty largest fully paid equity security holders 136

4. Spread of security holders as at 1 August 2023 and number of holders 137

5. Directors’ relevant interests and share dealings 138

6. Credit rating status 139

7. NZX Waivers 139

8. Particulars of notices or statements given to or approved by the Board 139

9. Limitations on the acquisition of securities 141

10. On-market buyback 141

11. On-market purchases 141

12. Donations 141

13. Directors and officers 142

14. Employee remuneration range 142

15. Principal activities 143

16. Reconciliation of EBITDA to net profit after tax 143

For the year ended 30 June 2023

ANNUAL REPORT 1,12135

COMPANY DISCLOSURES CONTINUED
THE a2 MILK COMPANY136

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

3. Twenty largest fully paid equity security holders

The names of the 20 largest holders of ordinary shares in the Company as at 1 August 2023 are listed below:

RankInvestor name

Number of

shares

% Issued

capital

1HSBC Custody Nominees (Australia) Limited102,193,63714 .15

2J P Morgan Nominees Australia Pty Limited42,678,6945.91

3Citicorp Nominees Pty Limited41,070,2245.69

4Bnp Paribas Nominees NZ Limited Bpss40*32,248,6204.47

5Tea Custodians Limited*25,502,7353.53

6HSBC Nominees (New Zealand) Limited*2 2,75 7, 5 0 03.15

7HSBC Nominees (New Zealand) Limited*2 2, 3 07,7173.09

8Citibank Nominees (Nz) Ltd*20,759,4192.88

9Accident Compensation Corporation*19,790,7452.74

10JPMORGAN Chase Bank*19,75 6,1712.74

11New Zealand Superannuation Fund Nominees Limited*15,94 8,8752.21

12New Zealand Depository Nominee15,850,2022.20

13National Nominees Limited13,975,1791.94

14Bnp Paribas Noms Pty Ltd10,635,7291.47

15Premier Nominees Limited*8,734,6991.21

16HSBC Custody Nominees (Australia) Limited Gsco Eca7,146,0250.99

17JBWERE (Nz) Nominees Limited6,784,2690.94

18Public Trust*6,316,0290.87

19HSBC Custody Nominees (Australia) Limited6,000,4900.83

20Custodial Services Limited4,931,6220.68

Total445,388,58162.00

* These shares are held through New Zealand Central Securities Depository Limited (NZCSD), a depository system which allows electronic trading of securities to

members.

ANNUAL REPORT 2023137
4. Spread of security holders as at 1 August 2023 and number of holders

a) Fully paid ordinary shareholders

Size of Shareholding

Number of

holders

Number of

shares%

1 – 1,00054,58419, 418 ,16565.39

1,001 – 5,00021,70552,693,47426.00

5,001 – 10,0004,14 630,773,6054.97

10,001 – 100,0002,86168,990,5423.43

100,001 shares or more174550,100,4280.21

Total83,470721,976,214100

As at 1 August 2023, and based on the closing market price on that date, the number of holders with 181 or less ordinary shares (being

less than a minimum holding of NZ$1,000 under the NZX Listing Rules) was 1,718 and the number of holders with 97 or less ordinary

shares (being less than a marketable parcel of A$500 under the ASX Listing Rules) was 10,511.

b) Performance rights (unlisted securities not quoted by the ASX or NZX)

Size of holding

Number of

Holders

Number of

rights%

1 – 5,000 14,2340.069

5,001 – 10,000 538,9160.639

10,001 – 100,000 391,583,045 25.975

100,001 performance rights or more154,468,31473.317

Total606,094,509100

COMPANY DISCLOSURES CONTINUED
THE a2 MILK COMPANY138

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

5. Directors’ relevant interests and share dealings

Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company

during the period 1 July 2022 to 30 June 2023:

Registered holder

Beneficial/

Non-beneficial

Acquired/

(Disposed)

Class of financial

productDate

Consideration

paid/(received)

NZD

David Bortolussi

DMZSK Super Pty LtdBeneficial5 01,18 0Performance Rights30 September 2022N/A

DMZSK Pty LtdBeneficial(155,6 41)Time-based rights2 February 2023N/A

DMZSK Pty Ltd

1

Beneficial155,6 41Ordinary shares2 February 2023N/A

Pip Greenwood

The New Zealand Guardian

Trust Company Limited as

the supervisor for Craigs

KiwiSaver SchemeBeneficial30,000Ordinary shares29 November 2022

187,905.90

1 Reflects the issue of ordinary shares to David Bortolussi following the vesting and automatic exercise of time-based rights.

Directors of the Company as at 30 June 2023 held the following relevant interests in the financial products of the Company as at

that date:

Registered holder

Beneficial/Non-

beneficial

Balance held

No.

Class of financial

product

David Hearn

David Lovat Gordon HearnBeneficial1,055,000Ordinary shares

David Bortolussi

DMZSK Pty Ltd as trustee of D&M Bortolussi Family TrustBeneficial311, 28 3Ordinary shares

DMZSK Pty Ltd as trustee of D&M Bortolussi Family TrustBeneficial969,483Performance rights

DMZSK Super Pty Ltd as trustee for D&M Bortolussi

Superannuation FundBeneficial5 01,18 0Performance rights

Warwick Every-Burns

Warwick Every-Burns as trustee of Wake Super FundBeneficial75,000Ordinary shares

Kathryn Every-BurnsBeneficial25,000Ordinary shares

Pip Greenwood

The New Zealand Guardian Trust Company Limited as the

supervisor for Craigs KiwiSaver SchemeBeneficial 30,000Ordinary shares

Julia Hoare

1


Julia Cecile HoareBeneficial50,000Ordinary shares

Kate Mitchell

Forsyth Barr Custodian LimitedBeneficial1,000Ordinary shares

1 Retired on 30 June 2023.

ANNUAL REPORT 2023139
6. Credit rating status

Not applicable.

7. NZX Waivers

There were no waivers granted and published by NZX following an application by the Company or relied upon by the Company during the

reporting period ended 30 June 2023.

8. Particulars of notices or statements given to or approved by the Board

8.1 Interests register

The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the

directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.

Directors have declared interests during the reporting period ended 30 June 2023 as follows:

–The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are protected against

liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries.

–The Company has provided Deeds of Indemnity to all directors for potential liabilities and costs they may incur for acts or omissions in

their capacity as directors of the Company and its subsidiaries.

–Directors’ relevant interests and share dealings as outlined in section 5, above.

–Julia Hoare, who retired as a director of the Company at the end of the reporting period, is a director of Meridian Energy Limited,

which is expected to supply electricity to MVM under a new power purchase agreement following completion of the project to convert

MVM’s current coal-fired boiler to a high-pressure electric boiler. While Ms Hoare had no involvement in the matters which are the

subject of discussion between Meridian and MVM, the Company and Ms Hoare have a protocol whereby Ms Hoare abstained from all

Board discussions and decisions involving the supply of electricity to MVM in connection with the boiler conversion project, and did not

receive relevant Board papers or parts of any Board papers, where this occurred.

–During the reporting period ended 30 June 2023, directors advised the Company of the following changes or additional entries in the

Company’s interests register:

Name of DirectorEntityPosition

Pip GreenwoodVulcan Steel LimitedCeased to be a director

Warwick Every-Burns Treasury Wine Estates Limited Ceased to be a director 

Julia Hoare Primeport Timaru Limited Appointed as a director 

Julia Hoare Northport Limited Appointed as a director 

Julia Hoare Comvita Limited Appointed as a director 

Kate MitchellChambers @ 151 LimitedDirector and shareholder

Kate MitchellChristchurch International Airport LimitedDirector

Kate MitchellFarmright LimitedDirector

Kate MitchellFirsttrax LimitedDirector and shareholder

Kate MitchellHeartland Bank LimitedDirector

Kate MitchellHeartland Group Holdings LimitedDirector

Kate MitchellHelping Hands Holdings LimitedDirector and shareholder

Kate MitchellLink Engine Management International (NZ) LimitedDirector

Kate MitchellLink Engine Management LimitedDirector

Kate MitchellMorrison Horgan LimitedDirector and shareholder

Kate MitchellThe New Zealand Merino Company LimitedDirector

David WangChina’s State Agriculture Technology Innovation

Investment Consortium

Appointed as Vice President

No other entries were made in the interests registers of the Company’s subsidiaries during the reporting period.

8.2 Directors of subsidiary companies
The following persons held office as directors of subsidiary companies during the year ended 30 June 2023.

SubsidiaryJurisdictionDirectors (or equivalent)

The a2 Milk Company (Export) Limited New ZealandDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

a2 Infant Nutrition LimitedNew ZealandDavid Bortolussi

David Muscat (appointed 14 November 2022;

resigned 28 May 2023)

Ping Zhang (appointed 28 May 2023)

a2 Holdings UK LimitedNew ZealandDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

The a2 Milk Company (New Zealand) Limited New ZealandDavid Bortolussi

Julia Hoare (resigned 30 June 2023)

Mataura Valley Milk LimitedNew ZealandDavid Bortolussi (resigned 28 May 2023)

Shareef Khan (resigned 5 December 2022)

Deyong Zhang

David Muscat (appointed 5 December 2022)

Ping Zhang (appointed 5 December 2022)

Mark Sherwin (appointed 22 July 2022; resigned

5 December 2022)

Cao Siyuan (appointed 22 July 2022)

a2 Australian Investments Pty. Limited.AustraliaDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

a2 Botany Pty LtdAustraliaDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

The a2 Milk Company (Australia) Pty LtdAustraliaDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

a2 Infant Nutrition Australia Pty LtdAustraliaDavid Bortolussi

David Muscat (appointed 14 November 2022)

a2 Exports Australia Pty LimitedAustraliaDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

The a2 Milk Company (Nutrition) Pty LimitedAustraliaDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

The a2 Milk Company Limited British Columbia, CanadaDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

The a2 Milk Company Limited Scotland, UKDavid Hearn

The a2 Milk Company Delaware, USADavid Hearn

David Bortolussi

The a2 Milk Company LLC Delaware, USADavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

a2 Infant Nutrition (Shanghai) Co., Ltd. ChinaXiao Li

The a2 Milk Company (Singapore) Pte. Ltd.SingaporeDavid Bortolussi

Mark Sherwin (resigned 14 November 2022)

David Muscat (appointed 14 November 2022)

Shaun Singh

No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their

role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings

for remuneration disclosed under Employee remuneration range in section 14.

COMPANY DISCLOSURES CONTINUED

THE a2 MILK COMPANY140

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

8.3 Use of Company information
The Board received no notices during the reporting period ended 30 June 2023 from directors requesting to use Company information

received in their capacity as directors which would not have been otherwise available to them.

9. Limitations on the acquisition of securities

The Company is not subject to chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth, Australia) dealing with the acquisition of its

shares (including substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by New Zealand law are as follows:

(i) In general, fully paid ordinary shares in the Company are freely transferable, and the only significant restrictions or limitations in

relation to the acquisition of fully paid ordinary shares in the Company are those imposed by New Zealand laws relating to takeovers,

overseas investment and competition.

(ii) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights in the

Company, or the increase of an existing holding of 20% or more of the voting rights in the Company, can only occur in certain

permitted ways. These include a full takeover offer, a partial takeover offer, an acquisition approved by an ordinary resolution, an

allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if a

shareholder holds 90% or more shares in the Company, in each case in accordance with the New Zealand Takeovers Code.

(iii) The New Zealand Overseas Investment Act 2005 regulates certain investments in New Zealand by overseas persons. In general terms,

the consent of the New Zealand Overseas Investment Office will likely be required where an ‘overseas person’ acquires shares or an

interest in shares in the Company that amount to more than 25% of the shares issued by the Company or, if the overseas person

already holds 25% or more, the acquisition increases that holding.

(iv) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition would

have, or would be likely to have, the effect of substantially lessening competition in a market.

The Company has complied with, and continues to comply with, the requirements of the NZX Listing Rules with respect to the issue of

new securities.

10. On-market buyback

During the reporting period ended 30 June 2023, the Company completed its on-market share buyback programme. Over the course of

the buyback programme, the Company acquired 21,680,314 shares, representing 2.9% of issued capital. The average price for the

purchases was $6.87 per share (excluding brokerage costs), for a total consideration of approximately $149 million (including brokerage

costs). The acquired shares have been cancelled.

11. On-market purchases

Other than the on-market buyback as set out above, no shares of the Company were purchased on-market during the reporting period

ended 30 June 2023.

12. Donations

The Company and its subsidiaries have made donations of cash and products totalling $2,840,890 during the year ended 30 June 2023

(2022: $3,159,176).

ANNUAL REPORT 2023141

13. Directors and officers
For the purposes of NZX Listing Rule 3.8.1(c), the quantitative

breakdown as to the gender composition of the Company’s

directors and officers as at 30 June 2023 and 30 June 2022

is as follows:

At 30 June 2023At 30 June 2022

Directors66

Females33

Males33

Gender diverse–


Officers1012

Females33

Males79

Gender diverse––

14. Employee remuneration range

The following table shows the number of employees and former

employees of the Company and its subsidiaries (not being directors

or former directors of the Company) who, in their capacity as

employees, received remuneration and other benefits valued at or

in excess of $100,000 during the year to 30 June 2023.

The remuneration bands are expressed in New Zealand Dollars.

Remuneration Range

$ (gross)

Number of

employees in

the year ended

30 June 2023

(based on actual

payments)

Value of

exercised

options and

rights included

in remuneration

range $

$100,000 – $109,99926 –

$110 , 0 0 0 – $119,9 9 9 24 –

$120,0 0 0 – $129,9 9 9 26 –

$130,0 0 0 – $139,9 9 9 16 –

$14 0,0 0 0 – $149,9 9 9 22 –

$150,0 0 0 – $159,9 9 9 11 –

$16 0,0 0 0 – $169,9 9 9 18 –

$170,0 0 0 – $179,9 9 9 11 –

$18 0,0 0 0 – $189,9 9 9 9 –

$190,000 – $199,999 12 –

$200,000 – $209,999 7 –

$210,000 – $219,999 8 –

$220,000 – $229,999 5 –

$230,000 – $239,999 3 –

$240,000 – $249,999 9 –

$250,000 – $259,999 2 –

$260,000 – $269,999 3 –

$270,000 – $279,999 4 –

Remuneration Range

$ (gross)

Number of

employees in

the year ended

30 June 2023

(based on actual

payments)

Value of

exercised

options and

rights included

in remuneration

range $

$280,000 – $289,999 4 –

$290,000 – $299,999 7 –

$300,000 – $309,999 4 –

$310,000 – $319,999 5 –

$320,000 – $329,999 3 –

$330,000 – $339,999 5 –

$340,000 – $349,999 2 –

$350,000 – $359,999 2 –

$360,000 – $369,999 1 –

$370,000 – $379,999 2 –

$380,000 – $389,999 1 –

$400,000 – $409,999 1 –

$420,000 – $429,999 1 –

$430,000 – $439,999 1 –

$460,000 – $469,999 1 –

$480,000 – $489,999 1 –

$510,0 0 0 – $519,999 1 –

$530,000 – $539,999 2 –

$550,000 – $559,999 1 –

$560,000 – $569,999 1 –

$590,000 – $599,999 1 –

$630,000 – $639,999 1 –

$670,000 – $679,999 3 –

$680,000 – $689,999 1 –

$690,000 – $699,999 1 –

$700,000 – $709,999 1 –

$730,000 – $739,999 1 –

$780,000 – $789,999 1 –

$800,000 – $809,999 1 –

$810,000 – $819,999 1 –

$820,000 – $829,999 1 –

$830,000 – $839,999 1 –

$840,000 – $849,999 2 17, 971

$970,000 – $979,999 1 –

$990,000 – $999,999 1 –

$1,080,000 – $1,089,999 1 –

$1,190,000 – $1,199,9991–

$1,350,0 0 0 – $1,359,9 9 9 1 –

$1,520,0 0 0 – $1,529,9 9 9 1 –

$1,750,000 – $1,759,9991–

$2,280,000 – $2,289,999 1 5 61,511

Total 286579,482

COMPANY DISCLOSURES CONTINUED

THE a2 MILK COMPANY142

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

The table includes base salaries, short-term incentives, contributions paid to an individual’s superannuation fund, or, if an individual is a
KiwiSaver member, contributions of 3% of gross earnings towards that individual’s KiwiSaver scheme, and exercised options and

performance rights. The table does not include amounts paid after 30 June 2023 relating to FY24, and long-term incentives that have

been granted and have not yet vested or been exercised (as applicable).

15. Principal activities

There were no significant changes to the nature of the business of the Company (or its subsidiaries) or to the classes of business in which

the Company (or its subsidiaries) had an interest during the year ended 30 June 2023.

16. Reconciliation of EBITDA to net profit after tax

Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company believes that it

provides investors with a comprehensive understanding of the underlying performance of the business.

2023

$’000

2022

$’000

Group EBITDA219,298196,214

Depreciation and amortisation(18,197)(18,929)

EBIT 201,10117 7, 2 8 5

Interest income26,7336,569

Interest expense(4,972)(2,467)

Income tax expense(78,021)(66,646)

Net profit after tax14 4,8 41114 ,741

Attributable to:

Owners of the Company155,638122,624

Non-controlling interests(10,797)( 7, 8 8 3)

14 4,8 41114 ,741

ANNUAL REPORT fiflfi 143

Company
The a2 Milk Company Limited

New Zealand share registry

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone: +64 9 375 5998

Australian share registry

Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia

Telephone: +61 1300 554 474

Registered offices

Level 10

51 Shortland Street

Auckland 1010

New Zealand

Level 4

182 Blues Point Road

McMahons Point NSW 2060

Australia

Telephone: +61 2 9697 7000

Auditor

Ernst & Young

200 George Street

Sydney NSW 2000

Australia

Company Secretary

Jaron McVicar

Corporate website

www.thea2milkcompany.com

Corporate directory

THE a1 MILK COMPANY144

Building a sustainable growth businessCorporate governanceFinancial statementsCompany disclosuresChair’s letterCEO’s year in review

ANNUAL REPORT 2023145

The a2 Milk Company Limited (Australian Registered Body Number 158 331 965 – Incorporated in New Zealand)
thea2milkcompany.com

---

The a2 Milk Company Limited
21 August 2023

2023

ANNUAL

RESULTS

We pioneer the future of Dairy for good

Disclaimer
This presentation dated 21 August 2023 provides additional

commentary on the financial results for the 12 months ended

30 June 2023 of The a2 Milk Company Limited (the “Company” or

“a2MC”) and accompanying information released to the market on

the same date. As such, it should be read in conjunction with the

explanations and views in those documents.

This presentation is provided for general information purposes only.

The information contained in this presentation is not intended to be

relied upon as advice to investors and does not take into account

the investment objectives, financial situation or needs of any

particular investor. Investors should assess their own individual

financial circumstances and consider talking to a financial adviser or

consultant before making any investment decision.

This presentation is not a prospectus, investment statement or

disclosure document, or an offer of shares for subscription, or sale,

in any jurisdiction.

Certain statements in this presentation constitute forward looking

statements. Such forward looking statements involve known and

unknown risks, uncertainties, assumptions and other important

factors, many of which are beyond the control of the Company and

which may cause actual results, performance or achievements to

differ materially from those expressed or implied by such

statements.

While all reasonable care has been taken in relation to the

preparation of this presentation, none of the Company, its

subsidiaries, or their respective directors, officers, employees,

contractors or agents accepts responsibility for any loss or damage

resulting from the use of or reliance on this presentation by any

person.

Past performance is not indicative of future performance and no

guarantee of future returns is implied or given.

Some of the information in this presentation is based on unaudited

financial data which may be subject to change.

All values are expressed in New Zealand dollars unless otherwise

stated.

All intellectual property, proprietary and other rights and interests in

this presentation are owned by the Company.

2 0 2 3 A N N U A L R E S U L T S

2

Agenda
Results overview

and strategy update

4

Financial overview18

Regional and

product performance

26

Appendix54

Strong performance in a very challenging market
2 0 2 3 A N N U A L R E S U L T S

4

Full year result in line with the Company’s previous guidance with

double digit revenue and earnings growth

Result driven by strong growth in China segment with sales up 38%

and record market sharein China label IMF

China brand health reached new highs supported by record levels of

marketing investment increasing by 13% to $260m

Total IMF sales up over 8% in a market that declined by 14%making

a2MC a top-3 share gainer in the market overall

Successful SAMR re-registration of China label IMF product provides

continued access to the domestic market

1

2

3

4

5

Double digit revenue and earnings growth driven by China segment
2 0 2 3 A N N U A L R E S U L T S

5

•Group results in line with the Company’s previous guidance

-Group revenue growth of 10.1% to $1,592.9 million

-EBITDA

1

up 11.8% to $219.3 million, EBITDA margin of 13.8% (up 0.2ppts)

-NPAT including non-controlling interests

2

up 26.2% to $144.8 million with

$155.6 million attributable to owners of the Company

-Basic earnings per share (EPS) up 28.7% to 21.2 cents

-Closing net cash

3

of $757.2 million with operational cash conversion of 58%

4

-On-market share buyback of $149.1 million completed

•Revenue growth driven by China segment (China label + CBEC)

−China & Other Asia segment sales up 37.9%, ANZ sales down 30.2% due to

intentional change in strategy, USA sales up 27.1% and MVM sales up 9.2%

−IMF sales up 8.4% with China label sales up 27.8%, English label sales

down 6.1% due to sharp decline in the Daigou channel with CBEC up 51.0%

−Liquid milk sales in ANZ and USA up 7.1% and 27.1% respectively

•Lower growth in second half consistent with the Company’s expectations

−Lower 2H23 revenue growth of 3.0% mainly due to decline in Daigou channel

and cycling higher COVID-19 lockdown driven sales in 4Q22

−Higher 1H23 revenue growth of 18.6% mainly due to China label sales

cycling lower sales in 1H22 due to channel rebalancing and USA benefiting

from 2H22 new product launches

1

Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure and does not have a standardised meaning prescribed by GAAP. However, the Company believes that,

in combination with GAAP measures, it assists in providing investors with a comprehensive understanding of the underlying operational performance of the business. A reconciliation of EBITDA to net profit after tax is shown on page 54 of the presentation.

2

The non-controlling interest represents China Animal Husbandry Group’s 25% interest in MVM, a loss of $10.8 million.

3

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

4

Calculated as net cash flow from operating activities before interest and tax divided by EBITDA.

EBITDA; $ millions

Revenue; $ millions

Basic EPS; cents per share

Key financials

High quality result underpinned by many operational achievements
•Achieved record market share in China label IMF channels (MBS and DOL)

•Reached new highs in China brand health supported by increased investment

•Received SAMR approval to re-register China label product under new

GB standard

•Increased English label share in CBEC and combined Daigou + O2O channels

•Grew sales and improved online platform rankings in Double 11 and 618

sales events with reduced promotional activity and improved ASP

•Ramped up innovation to support growth in all categories and markets

•Improved / maintained business health key indicators – market pricing,

early stage share, channel inventory levels and product freshness

•Extended distribution and strategic partnership with China State Farm

•Achieved Enforcement Discretion and progressed long term FDA approval

in USA for IMF, while reducing operating losses

•Accelerated Supply Chain transformation and MVM utilisation

•Advanced Sustainability programme significantly and announced interim Scope 3

goal for 2030

2 0 2 3 A N N U A L R E S U L T S

6

Operational highlights during FY23

a2MC English label IMF market share
a2MC China label IMF market share

Growth strategy driving significant China brand health and market

share increases with a2MC being a top-3 share gainer overall

1

2 0 2 3 A N N U A L R E S U L T S

7

MBS value share

3

DOL value share

4

1

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). MAT market value share of China label and English label for FY23 versus FY22 compared to other IMF brands.

2

a2MC internal data based on the Company’s brand health tracking. Average brand health metrics for each financial year based on 3 surveys in FY21 and FY22, and 2 surveys in FY23. Sample skewstoa2MC target consumers ie higher income earners based in Provinces / cities that are the focus of sales and marketing activities.

3

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

4

Smart Path China IMF online market tracking for DOL and CBEC (by value).

5

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). Note: Due to sample size, data classification and associated volatility reasons, the Company focuses more on its combined O2O and Daigou channel market share.

CBEC value share

4

O2O and Daigou value share

5

Unprompted awareness

Brand used most often

a2MC China brand health metrics

2

China label IMF has been very challenging recently driven by cumulative
impact of fewer newborns and market-wide new GB transition

2 0 2 3 A N N U A L R E S U L T S

8

China label IMF market declines in store and online

Nielsen MBS channel value growth vs pcp (rolling MAT)

1

1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

2

Smart Path China IMF online market tracking: domestic online platform sales (by value).

3

Ultra premium price segment based on Stage 1 average selling price ≥390RMB/kg

4

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities).

IMF market prices under more pressure during GB transition

Average IMF ASP/kg in RMB (rolling MAT)

4

Smart Path DOL channel value growth vs pcp (rolling MAT)

2

New GB transition

Ultra premium

3

Ultra premium

3

Total category

Total category

English label IMF market impacted by sharp decline in Daigou channel
2 0 2 3 A N N U A L R E S U L T S

9

English label market decline driven by Daigou channel...

...but English label share of total IMF market stabilising

Source: Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) which covers most but not all of the market.

1

English label IMF value market share expressed as a percent of English label + China label IMF market value.

English label market value; RMB billions

English label share of total China IMF market value

1

; Percent

FY23 39% decline

in Daigou channel

Daigou

% of

market

a2MC share in CBEC and Daigou + O2O channels

improved in FY23 (refer page 7)

However, key segment trends continue to support a2MC growth strategy
2 0 2 3 A N N U A L R E S U L T S

10

a2MC China label competes in the ultra

premium segment

A2 protein segment continues to gain

share in the category

Brand concentration increasing

MBS value sales by price segment

1,2,3

A2 protein segment % value share of channel

1,4

MBS value sales mix

1

Note: Periodic data upgrades at Nielsen result in minor variations in data from time to time. All data has been restated with the most recent available Nielsen report.

1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

2

Price segments based on Stage 1 average selling price: Ultra premium >=390RMB/KG; Super premium 290-390RMB/KG: Premium 190-290RMB/KG; Mass <=190RMB/KG.

3

Numbers within the chart may not add to the total due to rounding.

4

Smart Path China IMF online market tracking: domestic online platform sales (by value).

Continued growth expected in FY24 in a very challenging market
2 0 2 3 A N N U A L R E S U L T S

11

Key risks

•In addition to the challenges noted above and trading upside and downside, other risks include, but are not limited to, residualCOVID-19

impacts on supply and demand, new China label product transition, volume impact of price increases, cross border trade, foreign exchange

movements, changes in interest rates, farmgate milk pricing and other commodity prices, and changes in the regulatory environment.

These challenges and risks could materially impact expected revenue and earnings outcomes.

See full outlook statement in results commentary and outlook announcement dated 21 August 2023

Market conditions

•China IMF market conditions are uncertain but likely to become more challenging in FY24

with a further double-digit decline in market value expected

Outlook

•Due to the expected market conditions, a broad range of sales outcomes is possible

•Expecting low single-digit revenue growth in FY24

•Gross margin % expected to be similar to FY23

•Planning to increase brand investment to support new China label product launch and growth

•SG&A expenses are expected to be similar to FY23

•Expecting EBITDA margin % to be broadly in line with FY23

•Operational cash conversion is expected to be higher in FY24 partly supported by an

incremental reduction in inventory cover

•Capital expenditure expected to increase to approximately $26 million

Growth strategy unchanged except for BOLD values refresh
2 0 2 3 A N N U A L R E S U L T S

12

Purpose

We pioneer the future of Dairy for good

Goals

PEOPLE

Create a safe, diverse, inclusive and

engaging place for our people to

thrive, support our farmers and

contribute to our communities

Vision

An A1-free world where Dairy nourishes all people and our planet

SHAREHOLDERS

Create long-term, enduring value for

shareholders and a trusted,

transparent relationship

PLANET

Protect our planet and cows, rethink

packaging, achieve net zero and

become nature positive

CONSUMERS

Bring the unique benefits of pure and

natural a2 Milk™ to as many

consumers as possible

Strategic

priorities

Enablers

Values

Quality & ServiceBrand strength

Science & InnovationStrategic relationships

Capture full potential

in China IMF

-Gain more control over CL

and EL distribution and get

closer to our consumer

-Increase investment in our

brand, digital marketing

and e-commerce

2

Ramp-up product

innovation

-Expand our CL and EL IMF

product portfolios

-Enter adjacent product

categories in relevant

markets to drive growth

3

Transform our

supply chain

-Expand CL registered

market access

-Utilise MVM and invest in

New Zealand capability

-Develop China supply

capability over time

4

Invest in people and

planet leadership

-Invest in our people to

enable them to thrive

-Take direct action to lead

the industry in GHG

emissions reduction,

farming practices and

sustainable packaging

1

Accelerate path

to profitability

-Take action to realise

potential in USA

-Expedite insourcing of a2™

product and 3rd party

volume to significantly

increase MVM utilisation

5

Bold passionOwnership & agility

Leading constructivelyDisruptive thinking

BLO

D

CONSUMERS
Significant progress made towards achieving goals reflected in

measures of success

Safety

TRIFR

Engagement

Diversity &

inclusion

China

unprompted

brand

awareness

AU household

penetration

USA household

penetration

MBS share

DOL share

CBEC share

O2O + Daigou

share

Australian fresh

milk share

USA premium

milk share

China other

dairy /

nutritionals

growth

Emerging

markets

development

USA sales from

new products

ANZ sales from

new products

GHG emissions

reduction

Environmental

plans on farms

Animal welfare

programmes

Sustainable

packaging

12

BRAND

HEALTH

3

MARKET

SHARE

4

INNOVATION

5

2 0 2 3 A N N U A L R E S U L T S

13

On track

Work in progress

PEOPLEPLANET

SUPPLY

CHAIN

6

SHAREHOLDERS

7

Access to ≥3

CL registrations

CL inventory

management

EL inventory

management

Quality

outcomes

Supply chain

efficiency

1

Refer to following page.

Medium term

sales ambition of

~$2.0b (≥FY26)

1

EBITDA margin

goal in the

‘teens’ targeting

year-on-year

improvement

1

USA profitability

during FY25 /

FY26

MVM profitability

during FY26

2 0 2 3 A N N U A L R E S U L T S
14

Refer to Investor Day materials communicated to the market on 27 October 2021 for further information on medium-term ambition, strategy, risks and opportunities

Medium-term revenue and EBITDA margin ambitionCommentaryAreas of planned revenue growth

•Market conditions from FY21 to

FY23 have been more challenging

than expected

−English label IMF market value

down 25% over past 2 years

2

−China label IMF market value

down 16% over past 2 years

2

•Significant progress has been

made in executing growth strategy

resulting in market share gains

•$2 billion revenue goal now

requires a 3-year CAGR of 7.9% if

achieved by FY26

•EBITDA margin goal in the ‘teens’

and targeting year-on-year

improvement

−Unlikely to achieve higher than

‘teens’ margins given market

conditions and outlook

On track

Work in progress

Market / category

Growth ambition

(FY21 to ≥FY26)

1

Tracking

China label IMF$0.4

English label IMF$0.3

China and other

nutritionals

$0.2

Emerging markets$0.1

ANZ$0.1

USA$0.1

Non-specific risk$(0.4)

Net growth~$0.8bn

Revenue, NZ$ billions

EBITDA margin

EBITDA margin target in the teens

On track to achieve ambition to grow sales to $2 billion and improve

EBITDA margins in the ‘teens’ over the medium term

1

Incremental revenue ambition growth bridge from $1.21 billion in FY21 to ~$2.0 billion in ≥FY26 provided in Investor Day materials in October 2021. Provided for tracking purposes and should not be added to FY23 actual revenue result of $1.59 billion.

2

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities).

~

Successful SAMR re-registration critical to capturing full potential of
China IMF opportunity

2 0 2 3 A N N U A L R E S U L T S

15

•Received approval from SAMR on 6 June 2023 for re-registration of the

Company’s China label IMF product a2 至初

®

(Stages 1, 2 and 3), formulated

in line with China’s new GB standard

•SAMR approval will allow Synlait to manufacture a2 至初

®

for a2MC until

September 2027

•Production commenced in late June and is on track with transition in market

planned to occur in 1H24

•The Company looks forward to launching its new upgraded product supported

by a significant marketing campaign

•Re-registration allows a2MC to continue to access the registered domestic

market that accounts for 85% of the China IMF market, with English label IMF

accounting for the remaining 15%

•Overall, the registration process is likely to lead to a significant reduction in

the number of China label products in the market which was ~440 previously,

with ~280 (65%) product registrations approved to date under the new

GB standard

•a2MC thanks SAMR, MPI, its China strategic partners (CNADC and CSF),

and its manufacturing partner (Synlait) and its major shareholder (Bright

Dairy) for their support throughout the process

New a2 至初

®

product

Innovation has been ramped up significantly to support future growth
2 0 2 3 A N N U A L R E S U L T S

16

a2 Platinum

®

refreshed range launched

in 1Q23 in ANZ and China

a2 Smart Nutrition

®

EL relaunched

in 2Q23 in ANZ and China

a2™ Nutrition for Mothers™ 孕产妇配方奶粉

CL launched in 1Q23 in China

a2 Milk

®

Grassfed launched

in 3Q23 in the USA

a2 Milk

®

Lactose free

launched in 1Q23 in Australia

a2 Milk

®

Full cream EL in a tub launched

in 2Q23 in ANZ and China

Meaningful progress towards achieving sustainability goals
Investing to significantly reduce GHG emissions

•Commenced installation of 100% renewable energy high-pressure electrode boiler at MVM

which is due to be completed in October 2023 which will move a2MC close to Scope 1 and 2

net zero by reducing such emissions by over 90%

•Commenced on-farm methane inhibitor feasibility study in Victoria, Australia (Scope 3)

Expanded targets for climate and nature and progressed Thriving Farms programmes

•Introducing interim on-farm Scope 3 GHG emissions reduction target –30% reduction by 2030

(on an intensity basis)

•Introduced initial nature target for nitrogen loss to waterways (on an intensity basis)

•Conducted pilot assessments for nature risk and opportunity analysis

•Established research partnership with Lincoln University and commenced initial research project

•Commenced pilot trials of measurement tools for water quality and GHG emissions

•Increased farmer grants through the a2™Farm Sustainability Fund with Lincoln University and

continued Landcare support for sustainable dairy farming projects in New Zealand and Australia

respectively

Committed to making meaningful change in packaging

•Developed a sustainable packaging roadmap aligned to APCO sustainable packaging targets

•Exploring options for inclusion of recycled HDPE in milk containers in Australia

2 0 2 3 A N N U A L R E S U L T S

17

MVM boiler installation project

FINANCIAL
OVERVIEW

Income statement reflects China IMF growth and increased investment
•Net sales revenue reflects strong growth in the China & Other Asia and

USA segments, up 37.9% and 27.1% respectively, and 9.2% growth in

MVM, partially offset by a 30.2% decrease in the ANZ segment

•Group revenue benefited from favourable foreign exchange movements in

the order of ~$40 million, primarily in 1H23.The impact on EBITDA was not

material in part due to hedging

•Gross margin of 46.5% primarily reflects benefits from a2 Platinum

®

English label refresh positioning and distribution model changes and the

cycling of stock write-downs; price rises offset the impact of increased

COGS and inflationary pressures

•Distribution costsrate improvement reflects mix benefit from lower sales

to ANZ resellers compared to CBEC, plus lower USA freight

•Marketing investment significantly higher to support execution of the

Company’s growth strategy in China, with an uplift in consumer and

digital marketing

•Administration & othercostsreflect further investment in capability build

(particularly in China and Supply Chain teams), product innovation and

science research projects, the timing of LTIs and increased travel costs

post COVID-19

•NPAT including the MVM non-controlling interest was $144.8 million,

an increase of 26.2% with $155.6 million attributable to owners of

the Company

•Basic EPSwas up 28.7% to 21.2 cents per share reflecting earnings

growth and lower weighted average number of shares due to on-market

share buyback

2 0 2 3 A N N U A L R E S U L T S

19

1

All figures quoted in New Zealand Dollars (NZ$) and all comparisons are with the 12 months ended 30 June 2022 (FY22) unless otherwise stated. Numbers may

not add down due to rounding.

2

Gross margin percentage is calculated by dividing gross margin by net sales revenue.

3

Other revenue comprises royalty, licence fee and rental income.

4

Group revenue comprises net sales revenue and other revenue.

5

Earnings before interest, tax, depreciation and amortisation (EBITDA), earnings before interest and tax (EBIT).

6

EBITDA and EBIT are non-GAAP measures, and represent earnings before interest, tax, depreciation and amortisation, and earnings before interest and tax.

7

EBITDA margin percentage is calculated by dividing EBITDA by Group revenue.

$ million

1

FY23FY22% change

Net Sales Revenue

1,591.11,443.7

10.2%

Gross Margin

739.2663.5

11.4%

GM %

2

46.5%46.0%

0.5ppts

Other Revenue

3

1.82.5

(28.4%)

Distribution

(50.8)(48.9)

4.0%

Marketing

(260.2)(230.0)

13.1%

Administration & Other

(228.7)(209.7)

9.0%

Interest Income and Finance Costs

21.64.0

444.1%

Profit Before Tax

222.9181.4

22.9%

Income Tax Expense

(78.0)(66.6)

17.1%

NPAT

144.8114.7

26.2%

- Attributable to owners of the Company

155.6122.6

26.9%

- Attributable to non-controlling interests

(10.8)(7.9)

37.0%

Group Revenue

4

1,592.91,446.2

10.1%

EBITDA

5,6

219.3196.2

11.8%

EBITDA Margin %

7

13.8%13.6%

0.2ppts

EBIT

5,6

201.1177.3

13.4%

EPS – basic (cents)

21.216.5

28.7%

Significant China label IMF growth and shift to China & Other Asia
segment from ANZ

2 0 2 3 A N N U A L R E S U L T S

20

$ million

ANZ

China &

Other AsiaUSAMVM

1

Corporate

Total

Group

FY23

Revenue

371.71,002.2105.1113.9-1,592.9

EBITDA

93.5254.1(23.3)(26.5)(78.5)219.3

EBITDA %

25.2%25.4%nmnm-13.8%

FY22

Revenue

532.7726.582.7104.4-1,446.2

EBITDA

173.2145.1(36.7)(18.8)(66.6)196.2

EBITDA %

32.5%20.0%nmnm-13.6%

%

Change

Revenue

(30.2%)37.9%27.1%9.2%-10.1%

EBITDA

(46.0%)75.1%36.4%(40.9%)(17.8%)11.8%

1

MVM excludes intercompany sales. FY22 results are for the 11 months since acquisition on 30 July 2021.

Segment revenue mix

Percent of total revenue

Growth achieved across all product categories
2 0 2 3 A N N U A L R E S U L T S

21

Revenue

$ million

ANZ

China &

Other AsiaUSAMVM

1

Total

Group

FY23

IMF

162.5945.6--1,108.1

Liquid milk

184.115.2104.7-304.0

Other

25.141.40.3113.9180.8

TOTAL

371.71,002.2105.1113.91,592.9

FY22

IMF

328.8693.4--1,022.2

Liquid milk

172.011.182.4-265.4

Other

31.922.10.3104.4158.6

TOTAL

532.7726.582.7104.41,446.2

%

Change

IMF

(50.6%)36.4%--8.4%

Liquid milk

7.1%36.7%27.1%-14.5%

Other

(21.4%)87.9%24.3%9.2%14.0%

TOTAL

(30.2%)37.9%27.1%9.2%10.1%

1

MVM excludes intercompany sales. FY22 results are for the 11 months since acquisition on 30 July 2021.

IMF sales mix

Percent of total revenue

Gross margin % increased slightly with input cost and mix pressures
successfully mitigated

•Gross margin of 46.5%, was up 0.5ppts compared with prior year

•Several drivers contributed to the increase in gross margin %

including benefits from the a2 Platinum

®

English label refresh

positioning and distribution model charges and the cycling of

prior year stock write-downs

•Price rises and other cost mitigating initiatives offset COGS

pressures associated with raw material price increases and other

inflationary pressures

•These COGS pressures were greater in 2H23 compared to

1H23, reflecting the time lag between raw material market price

movements and the impact on a2MC’s gross margin

•Product and channel mix had a slightly negative impact on gross

margin % due to the lower share of ANZ IMF sales

2 0 2 3 A N N U A L R E S U L T S

22

Gross margin drivers

Gross margin %

Percent of net sales revenue

Marketing and capability investment increase in line with growth strategy
•Marketing investment was up 13.1% in

FY23, and reflects continued step-up in

China, in line with growth strategy

•2H23 marketing spend slightly down on

1H23 in line with plan due to phasing of

campaign spend across regions

•Higher SG&A costs compared with FY22

reflects continued capability building

(particularly in China and Supply Chain),

further investment in innovation and

science research projects, the timing of

long-term incentives and increased travel

costs post COVID-19. Lower 2H23 SG&A

spend also reflects timing of FX losses

which were higher in 1H23

2 0 2 3 A N N U A L R E S U L T S

23

Marketing and SG&A driversAdministrative and other expenses (SG&A)Marketing investment increase

$ million$ million

260

% of sales

revenue

15.1%14.5%

14.4%

14.0%15.9%16.4%

230

169

181

Balance sheet remains strong following share buyback
2 0 2 3 A N N U A L R E S U L T S

24

$ millionFY23FY22% change

Cash and term deposits802.2887.3(9.6%)

Trade and other receivables79.283.5(5.1%)

Inventories193.4140.038.1%

Other current assets47.360.4(21.8%)

Total current assets1,122.11,171.2(4.2%)

Property, plant & equipment245.2240.51.9%

Intangible assets108.4109.3(0.8%)

Other non-current assets136.0194.7(30.2%)

Total non-current assets489.6544.6(10.1%)

TOTAL ASSETS1,611.71,715.9(6.1%)

Trade and other payables313.2379.3(17.4%)

Other current liabilities66.060.98.3%

Total current liabilities379.2440.2(13.9%)

Total non-current liabilities83.081.81.6%

TOTAL LIABILITIES462.2521.9(11.4%)

NET ASSETS1,149.51,194.0(3.7%)

•Cash and term depositsbalance of $802.2 million, with

consolidatednetcashposition of $757.2 million

1

.The lower

cash balance compared to June 2022reflects the $149.1

million used to executethe on-market share buyback

•Inventorieshigher driven by stock building of China label

IMF inventory for new GB product transition, and a sharp

decline in the Daigou channel and the timing of Synlait

supply which resulted in higher English label inventory

•Other non-current assets mainly consist of the Company’s

investment in Synlait, valued at $72.0 million​ (FY22: $135.3

million)

•Trade and other payables lower mainly due to FY22

catch-up payments in China (related to COVID-19 impacts

outside the Company’s control) and current China label

production cut-off in February 2023 resulting in no China

label related payables at June 2023

•Other current and non-current liabilities mainly consist of

MVM’s external loans of $82.0 million and income tax

payable of $43.3 million

1

Including term deposits and borrowings, excluding subordinated non-current shareholder loans.

Operating cash flow reflects unwinding of COVID-19 working capital
impact and IMF inventory build

2 0 2 3 A N N U A L R E S U L T S

25

1

Calculated as net cash flow from operating activities before interest and tax divided by EBITDA.

$ millionFY23FY22% change

Cash flows from operating activities

Receipts from customers1,619.61,431.313.2%

Payments to suppliers and employees(1,492.1)(1,207.4)23.6%

Net interest flows and taxes paid(16.2)(20.1​)(19.5%)

Net operating cash flows111.3203.8(45.4%)

Cash flows from investing activities

Acquisition of subsidiary-(213.7)(100.0%)

Investment in term deposit​s-(450.0)​(100.0%)

Payments for other assets(14.0)(6.2)123.5%

Net cash flows from investing activities(14.0)(670.0)(97.9%)

Net cash flows from financing activities(178.4)9.7(1,950.7%​)

Net decrease in cash(81.1)(456.5)(82.2%)

Cash at the beginning of the period437.3875.2(50.0%)

Effect of exchange rate changes on cash(4.0)18.7(121.3%)

Closing cash at the end of the period352.2437.3(19.5%)

Cash comprised of:

Cash andshort-termdeposits352.2437.3(19.5%)

Term deposits450.0450.00.0%

Total cash & term deposits802.2887.3(9.6%)

•Cash flows from operating activities

‒Lower cash conversion of 58%

1

due to:

▪Catch-up of FY22 payments in China, which were

impacted by COVID-19 delays (outside the

Company’s control)

▪Payments for China label stock build to support new

GB product transition

•Cash flows from investing activities

‒Relates to PP&E and investment property additions

•Cash flows from financing activities

‒Relates to payment of $149.1 million for on-market

share buyback

REGIONAL
& PRODUCT

PERFORMANCE

China label key messages
2 0 2 3 A N N U A L R E S U L T S

27

China label IMF

Strategic priorities

Continue to invest in and

nurture our brand

Achieve full potential in key

accounts

Capture opportunity in lower

tier cities

Accelerate online growth

Broaden our product portfolio

ProgressBusiness impact

1

2

3

4

5

•Launched new IMF brand proposition

a2 Milk™ base matters in 1H23

supplemented by social media

campaign Authentic Purity in 2H23

supported by increased investment

•Increased offline distribution

significantly in lower tier cities, and

further refined approach to new user

recruitment

•Increased investment in digital and

online, and expanded into emerging

online channels (eg Douyin)

•Continued to invest to grow macro milk,

particularly in online channels

•Continued to reach new highs in brand

health metrics, particularly in

awareness with improvements in loyalty

through the brand funnel

•Grew share within focus accounts,

higher than national overall growth

•BCD cities remained the biggest driver

of offline growth in 2H23, reflected in

strong MBS share growth

•DOL growth outpaced offline growth,

with biggest share gains in early stages

•Delivered strong double-digit growth in

UHT, which outperformed expectations

213
189

271

177

249

289

390

438

559

FY21FY22FY23

1H2H

Sustained growth despite market volatility

China label IMF sales growth driven by execution of strategic initiatives

•The strong performance in China label IMF sales in 1H23 continued into 2H23

despite the declining market and heightened volatility with the market transitioning into

new GB products

•China label market value declined 14.9%

1

in FY23 with 2H23 down 17.3%. The MBS

channel was down 12.7%

2

in FY23 and DOL was down 4.5%

3

•Despite a significant decline in the IMF market, a2 至初

®

China label IMF net revenue was

up 27.8% to $559.3 million driven by continued strong execution of the Company’s growth

strategy through maintaining distribution, same store sales and online volume growth, and

favourable pricing and foreign exchange

•2H23 China label IMF net revenue was up 6.6% on 1H23, reflecting continued

improvement in market share across channels, despite challenging market dynamics

including store closures and increased discounting by competitors of old GB product prior

to transitioning to new product

•Strong market share performance:

−MBS MAT value share increased to 3.4%

2

at end of FY23 (3.0% in FY22)

−DOL MAT value share increased to 3.3%

3

at end of FY23 (2.5% in FY22)

2 0 2 3 A N N U A L R E S U L T S

28

China label net sales revenue

$ million by half

1

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities).

2

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

3

Smart Path China IMF online market tracking: domestic online platform sales (by value).

China label IMF

Consumer marketing campaigns support IMF and broader portfolio
•Following the launch of the a2™ Milk Base Matters campaign in 2Q23, a targeted social media campaign Authentic Purity

(a2®源乳® 原生纯萃奢品天成) for the broader macromilk product range was launched in 4Q23

•The campaign featured a popular celebrity in China in the format of an acapella, which was well received by consumers

•The initial launch targeted key social platforms, building on the brand proposition to further emphasise the benefits of products made with

a2 Milk™, supplemented by adjacent campaigns in pop-up stores targeting trial to improve effectiveness and efficiency

•Campaigns were supported by a significant increase in marketing investment

China label IMF

2 0 2 3 A N N U A L R E S U L T S

29

Innovative caravan tour roadshow events drive brand awareness and
trial in BCD cities

China label IMF

2 0 2 3 A N N U A L R E S U L T S

30

Premium design with The Octonauts

IP collaboration

Interactive engagement with consumers

to drive traffic and popularity

Onsite wet sampling and gift packs to

help with new user recruitment

•819 Caravan Tour events in 17 provinces 121 cities executed in FY23

•With lower cost and higher flexibility, Caravan Tour events facilitate closer access to communities and consumers where traditional

roadshows could not, and help with intensive brand awareness building and trial conversion especially in lower tier cities

•a2MC Caravan Tours have become a market leading scalable activation model recognised by customers and the industry

Operation Smile x a2™connects with consumer hearts
China label IMF

2 0 2 3 A N N U A L R E S U L T S

31

Shared the cause, interest and values with employees, partners and consumers

CSR campaign Finding the original smiles of lifeto fund corrective surgery for children born with cleft palate with high impact

580m mass viewership

220mtarget coverage

4m consumer engagement

10x business value generation

through earned PR benefit

Acknowledged by top industry awards for marketing innovation
China label IMF

2 0 2 3 A N N U A L R E S U L T S

32

1

2

3

4

5

1.The ADMEN Awards for

SMILE CSR campaign

2.The ADMEN Awards for

Caravan Tour events

3.Little Red Book Excellent

Social Seeding Case for

a2 Platinum

®

Relaunch

Campaign

4.29th China International

Advertising Festival Media-

Enterprise Cooperation

Content Marketing Case Gold

Award for a2 Platinum

®

Relaunch Campaign

5.IAI Social Marketing Gold

Award for Little Red Book

integrated marketing case

Driving continued improvement in China brand health metrics which will
support future growth

2 0 2 3 A N N U A L R E S U L T S

33

China label IMF

a2MC unprompted awareness %a2MC total brand awareness %

a2MC top of mind awareness %

a2MC past 3 months trialled %

a2MC ever trialled %a2MC brand used most often %

Source: a2MC internal data based on the Company’s brand health tracking. Average brand health metrics for each financial year based on 3 surveys in FY21 and FY22, and 2 surveys in FY23. Sample skewstoa2MC target consumers ie higher income earners based in Provinces / cities that are the focus of sales and marketing activities.

2.1%
2.2%

2.5%

3.0%

3.2%

3.4%

Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23

Growth reflected in MBS record market share led by BCD cities

2 0 2 3 A N N U A L R E S U L T S

34

National MBS value shareBCD MBS value shareKey&A MBS value share

a2MC Key&A MBS MAT value share (%)a2MC BCD MBS MAT value share (%)a2MC MBS MAT value share (%)

Source: Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value).

IMF market

Declined by 16% on a 12-month basis

ending Jun-23 vs Jun-22

IMF market

Declined by 12% on a 12-month basis

ending Jun-23 vs Jun-22

China label IMF

Nielsen’s coverage may vary between Key&A and BCD cities that could impact reported market share

Improvement in LFL store growth and weighted distribution
Weighted distribution improved with relatively flat store footprint due

to store closures in market

2 0 2 3 A N N U A L R E S U L T S

35

Store footprint

INDICATIVE

China label IMF

1

a2MC internal data and tracking of stores with active sales in the past 6 months.

2

Nielsen MBS retail measurement service: mother and baby stores only.

a2MC China distribution (store count ‘000)

1

a2MC China label IMF distributor sell-out to stores (units)

1

Resulting impact on distribution

2

FY22FY23

Numeric distribution25%27%

Weighted distribution44%47%

Record market share in DOL, closing gap to MBS share
2 0 2 3 A N N U A L R E S U L T S

36

Tmall and JD value shareDOL value share

a2MC DOL MAT value share (%)

1

a2MC Tmall and JD MAT value share (%)

1

2.0%2.0%

2.1%

2.5%

3.0%

3.3%

Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23

1

Smart Path China IMF online market tracking: domestic online platform sales (by value). 12-month rolling share.

China label IMF

Commentary

•Online growth outpaced offline sales

growth for a2MC in FY23, further closing

gap to MBS share

•Strong performance in DOL reflected in

share gains despite the cycling of 4Q22

lockdown driven spike in demand

•While a2MC achieved strong growth

within key DOL platforms, Tmall and JD,

it also unlocked growth in other platforms

(not covered by Smart Path’s DOL

tracking) – in particular, Douyin (TikTok)

•a2MC continues to focus on optimising

the effectiveness of its marketing

investment and execution capability in

online channels

Resulting in a2MC being a leading share gainer in MBS and DOL channels
2 0 2 3 A N N U A L R E S U L T S

37

1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). MAT Jun-22to MAT Jun-23.

2

Smart Path China IMF online market tracking: domestic online platform sales (by value). MAT Jun-22to MAT Jun-23.

China label IMF

Market share movements by IMF brand in MBS channelMarket share movements by IMF brand in DOL channel

Change in MBS value share in FY23 (% pts)

1

Change in DOL value share in FY23 (% pts)

2

International

Share gains achieved across all stages in MBS and DOL
2 0 2 3 A N N U A L R E S U L T S

38

DOL share by stageMBS share by stage

MAT value share by stage

1

MAT value share by stage

2


1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value) across stages. 12-month rolling share.

2

Smart Path China IMF online market tracking: domestic online platform sales (by value). Excludes goat and specialty.12-month rolling share.

China label IMF

Commentary

•a2MC brand benefits from strong loyalty

performance through the brand funnel and

across usage stages

•Within MBS, while a2MC delivered share

growth across all stages, Stage 3 was the

primary driver of share gains. Smaller

gains were delivered in Stage 1 and Stage

2, reflective of increasing competition in a

declining market

•Within DOL, share growth was driven by

early-stage sales, a healthy indicator that

the channel is growing through new users,

rather than switching consumers from

offline channels

Strong China labelperformance in 618 sales event
2 0 2 3 A N N U A L R E S U L T S

39

618 activation overview618 performance

Improved China label performance on major platforms with reduced promotional activity and improved ASP

China label IMF

+14%

Chinalabel IMF tins sold through 618 sales period

(vs 618 2022)

#6

Tmall China label IMF Flagship store

(#16in 618 2022)

#10

JD China label IMF self-run store

(#11 in 618 2022)

39%

Stage 1 + Stage 2 share of total sales volume

(29% in 618 2022)

English label IMF key messages
2 0 2 3 A N N U A L R E S U L T S

40

Strategic priorities

Shift to more controlled

channels with tight inventory

management

Remain the preferred brand for

English label reseller network

Accelerate online growth

in CBEC

Focus on developing O2O

channel

Broaden our IMF portfolio

Progress updateBusiness impact

1

2

3

4

5

•Executed transition to refreshed

a2 Platinum

®

across all EL channels

•Supported launch of refreshed

a2 Platinum

®

with digital-focused

consumer campaign in China, together

with offline events and reseller

marketing support in Australia

•Pivoted more to CBEC including direct

POP account management

•Refined O2O distribution, leveraging

China offline network and activations

•Continued momentum from new

products launched - upgraded Smart

Nutrition

®

fortified children’s milk and

premium Milk Powder Tub format

•Channel inventory within targeted

levels, and repositioned refreshed a2

Platinum

®

pricing

•Continued strong share of voice within

Daigou community and increased

English label brand awareness

•Growth in CBEC and O2O + Daigou

market share with improved market

pricing

•Delivered innovation in core with

refreshed English label IMF product

range and new milk powder products,

while continuing to develop innovation

funnel to drive future growth

English label IMF

210
180

109

147

149

53

357

329

163

FY21FY22FY23

1H2H

Sales reflected continued channel mix shift and Daigou declines

English label sales growth in CBEC driven by channel shift and change

in distribution strategy to more controlled channels

•English label market declined by 14.0%

1

in value in FY23, driven by continued

weakness in the Daigou channel, down 39.5% in FY23. O2O was down 17.9%

in FY23, however CBEC grew 8.3%

2

reflecting the continued mix shift across

English label channels

•Net sales revenue of total English and other label IMF was $548.7 million, down

6.1% compared with FY22

−CBEC and other labels revenue increased 51.0% to $386.2 million and now

represents 70% of all English label sales, up from 44% in FY22. 2H23

revenue grew 19.9% on 1H23, despite market value growth slowing to 2.9%

from 13.8% in 1H23

−CBEC growth reflects continued channel shift, increased investment as part

of the a2 Platinum

®

English label refresh and the Company’s proactive

change in its English label distribution model to more controlled channels

(ie CBEC and O2O)

−ANZ IMF revenue decreased 50.6% to $162.5 million, reflecting further sharp

market declines in the Daigou channel and the changes made to the

Company’s English label distribution strategy in 2H22

•FY23 a2MC market shares:

−CBEC MAT value share 22.6% at end of FY23 (19.4% in FY22)

2

−O2O & Daigou MAT value share 20.8% at end of FY23 (19.5% in FY22)

1

2 0 2 3 A N N U A L R E S U L T S

41

ANZ English label IMF net sales revenue

$ million by half

3

English label IMF

1

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities). Note: Due to sample size, data classification and associated volatility reasons,

the Company focuses more on its combined O2O and Daigou channel market share.

2

Smart Path China IMF online market tracking: for CBEC only retail sales (by value).

3

Numbers within the chart may not add to the total due to rounding.

CBEC English label IMF net sales revenue

$ million by half

3

104

102

176

63

153

211

167

256

386

FY21FY22FY23

1H2H

Significant channel shift happening in English label market
2 0 2 3 A N N U A L R E S U L T S

42

Channel mix shift from Daigou to CBEC and O2O

MAT value sales by channel

Source: Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key&A + BCD cities).

English label IMF

Commentary

CBEC

•Historically a transactional replenishment channel for consumers recruited via Daigou

•Next generation of consumers increasingly comfortable to commence and complete

purchase journey online, including new users of early stage products

•CBEC gaining English label channel share by supporting all steps of new consumer

purchase journey (eg livestreams support brand research through to order fulfilment)

O2O

•Enables consumers to experience brand in-store and order product for home delivery

•Model expanded to be offered across a range of retail environments (eg from NKA MBS

stores alongside China label IMF through to individual general trade stores)

•Channel volumes during pandemic period impacted by broader slowdown in English

label demand

Daigou

•During pandemic, consumers shifted away from purchasing English label IMF via Australia-

based Daigou; some consumers shifted to CBEC channel, but most shifted to China label

IMF brands and channels

•Daigou base in Australia impacted by closure of borders during pandemic; seller base and

environment improving but yet to recover

Multi-channel consumer marketing campaigns to support English label
IMF and other products

2 0 2 3 A N N U A L R E S U L T S

43

China consumer campaignsANZ campaigns

English label IMF

China key visual

Video testimonials from key opinion leaders

Precise digital marketing

across multiple touchpoints

WeChat content campaign

a2 Platinum

®

launches its new Tummy Love campaign in Australia

New product launches in Daigou channel

Investment in e-commerce capability and execution having an impact
in CBEC and emerging platforms

2 0 2 3 A N N U A L R E S U L T S

44

Award-winning collaborations with major platforms

English label IMF

Building presence on emerging platforms

TmallJD

Sep-22

IP Collaboration

with ‘The Little

Prince’ for New a2

Platinum

®

launch

Mar-23

Awareness

campaign with

Operation Smile

Sep-22

JD Super Brand

Day for New a2

Platinum

®

launch

Mar-23

JD Plus

Members Day

for a2

®

•Tmall Flagship Store Annual

Content award

•Tmall M&B Industry award

•Supply chain efficiency award

•Best KOL Livestreaming award

Platform Partnerships

FY23 Awards

•JD Best Livestreaming award

•Service Team Award

•618 Extraordinary Award

•Best Partner Award

•Established Flagship Stores on platform

•Released 1,200 high quality short videos

•Daily livestreaming; collaborations with KOL / celebrities

for livestreams and short video

•In FY23, ranked #1 English label IMF Brand by GMV

Platform Partnerships

Achievements

High Quality

Video Content

KOL / Store

Livestreaming

Celebrity

Livestreaming

Case Study: Douyin (TikTok)

More focus on capturing O2O opportunity in English label
2 0 2 3 A N N U A L R E S U L T S

45

English label IMF

Case Example: Momtime store network partnership

•a2MC presence at Momtime Annual

Conference to directly engage with

Store Managers

•Extended a2MC CSR and Integrated

Marketing Campaigns to Momtime

stores through POSM and in-store TVs

•Over 1,200 stores participated

•Commenced in-store product

education classes

•263 sessions held during April-June

•Support content sharing by store

owners to their customers

In-store campaignIn-store educationContent sharingAnnual conference

2314

Positive impact on English label IMF monthly market share in Momtime

Market share improvement in CBEC and O2O + Daigou channels
2 0 2 3 A N N U A L R E S U L T S

46

CBEC market value share

1

O2O and Daigou market value share

2

Note: Kantar had a universe update in April 2023 to better reflect baby population structure change; Smart Path had a data restatement in January 2023 to better reflect market size of CBEC channel; historical data were updated accordingly.

1

Smart Path China IMF online market tracking: for CBEC only retail sales (by value).

2

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities). Note: Due to sample size, data classification and associated volatility reasons, the Company focuses more on its combined O2O and Daigou channel market share.

22.2%

21.1%

19.5%

19.4%

21.6%

22.6%

Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23

English label IMF

23.5%

21.2%

19.7%

19.5%

19.8%

20.8%

Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23

a2MC No.1 share gainer in CBEC in FY23 a2MC No.2 share gainer in O2O + Daigou channel in FY23

Strong English label performance in 618 sales event
2 0 2 3 A N N U A L R E S U L T S

47

618 activation overview –English label618performance –English label

+7.4%

English label IMF tins sold through 618 sales period

(vs 618 2022)

#2

Tmall English label IMF Flagship store (#2 in 618 2022)

#2

English label IMF Brandin both JD and Tmall Global

#1

English label IMF Brandon Douyin (TikTok)

39%

Stage 1 + Stage 2 share of total sales volume

(27% in 618 2022)

English label IMF

Improved performance on major platforms in English label with reduced promotional activity and improved market pricing

ANZ liquid milk key messages
2 0 2 3 A N N U A L R E S U L T S

48

Strategic priorities

Maintain brand leadership

Increase household penetration

Drive product innovation

Invest in sustainability

Expand capacity and capability

in our supply chain

Progress updateBusiness impact

1

2

3

4

5

•Increased marketing investment with

a greater focus on social and digital

media, as well as direct engagement

with consumers through retailers

•Expanded distribution of a2 Milk

®


Lactose Free following launch in 1H23

•Commenced preparation work for

feasibility studies to better understand

use of feed supplements to support

methane emissions reductions

•Commenced upgrade of Kyabram

processing facility in 3Q23

•Fresh milk market share declined

slightly to 11.3%, primarily due to

reduced household penetration

associated with inflationary pressures

and cycling higher in-home

consumption during COVID-19

•a2 Milk

®

Lactose Free achieved 18.4%

share in launch markets (NSW & VIC)

and expanded distribution into QLD,

TAS and SA

•a2 Milk

®

Lactose Free was the most

successful grocery fresh milk new

product launch in the last 12 months

•With change in marketing mix, a2MC

brand awareness declined slightly with

small increases in conversion to trial

and stable brand loyalty

ANZ liquid milk

ANZ liquid milk sales supported by innovation
•Australia liquid milk net sales revenue increased by 7.1% to $184.1 million

•2H23 growth was 8.5%, supported by a full 6 month contribution from price

increases taken in 1H23 in response to higher raw milk prices and other input and

logistics cost increases, favourable foreign currency movements, plus continued

strong performance from a2 Milk

®

Lactose Free which was launched in August

2022. This was partly offset by consumption volume declines impacted by

increased cost of living, as well as several challenges within the supply chain

network impacting on-shelf availability

•a2MC market value share of 11.3%

1

was broadly in line with December 2022 but

down from 12.4%

1

in June 2022, impacted by consumers trading down due to wider

macroeconomic factors, as well as the prior comparable period (primarily 1H22)

benefiting from strong in-home consumption from COVID-19 lockdowns

•Current market share is similar to pre-COVID-19 levels, with a2MC’s market volume

share increasing from 6.6% to 6.8%. Whilst market volume for liquid milk increased

during the COVID-19 lockdown period, it decreased 4.5% from January 2020 to

June 2023

•a2 Milk

®

Lactose Free has performed ahead of expectations,

with sales supported by distribution expansion into QLD, SA

and TAS in 2H23. Market share in the lactose free segment in

initial launch cities (NSW and VIC) increased to 18.4% in

June 2023 from 12.3% in December 2022

•a2 Milk

®

products achieved rankings in the top ten products

in the dairy category in Grocery

2 0 2 3 A N N U A L R E S U L T S

49

Liquid milk net sales revenue (Australia)

1

IRI Australian Grocery Weighted Scan 12 months ending.

87

87

92

82

85

92

169

172

184

FY21FY22FY23

1H2H

ANZ liquid milk

$ million

Australian milk market value share

1

Jun-19Dec-19Jun-20Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23

11.2% 11.3% 11.3% 11.7% 12.2% 12.4% 12.4% 11.4% 11.3%

NSW and VIC COVID-19

stay-at-home restrictions

Monthly value share

MAT value share

USA key messages
2 0 2 3 A N N U A L R E S U L T S

50

Strategic priorities

Educate consumers on the

a2 Milk

®

difference

Increase conversion and

household penetration

Continue to drive in-store

velocities

Extend brand into new

categories

Improve profitability from cost

reduction and improved margins

Progress updateBusiness impact

1

2

3

4

5

•Marketing mix focused on driving

consumer understanding of the

A2 proteinproposition

•Building distribution and consumer

engagement on both a2 Milk

®

Half

and Half and HERSHEY’S a2 Milk

®

in

both ESL and UHT formats

•Robust portfolio of innovation with

a2 Milk

®

Grassfedlaunched in 3Q23

and a2 Milk

®

Protein + Collagen

nutritional powder trials commenced

in 3Q23

•Financial performance demonstrating

progress on the path to profitability

•Household penetration steady at

2.3% with high loyalty rates versus

competitors

•Brand awareness dropped with lower

marketing spend but has stabilised

since 1H23

•Achieved growth in market value share

in the premium milk category for the

Grocery channel

•Increased focus on profitability through

management changes

USA

Growth supported by innovation and improved profitability
•Revenue increased 27.1% to $105.1 million

•Sales growth was driven by modest growth in core liquid milk volumes, contribution from

new products, pricing and favourable FX. Sales in 2H23 were broadly in line with 1H23,

as the Company reduced promotional spend

•EBITDA loss of $23.3 million reduced compared with FY22, due to revenue growth, less

promotional activity, improved input costs and distribution rates, lower marketing spend

and reduced SG&A costs

•Despite lower promotional spend, a2MC’s market value share in the premium milk

category for the Grocery channel increased to 2.3%

1

in FY23 from 2.0% in FY22

•a2 Milk

®

Grassfed launched in 3Q23 in the Natural channel

•Following the receipt of FDA’s enforcement discretion approval to import IMF, a small

amount of a2 Platinum

®

IMF product has been produced recently to facilitate FDA

required clinical studies and distribution trials during FY24

•a2MC is pursuing longer term FDA approval of a2 Platinum

®

, while carefully considering

market entry options

•Accelerating the path to profitability in the USA by FY25 / FY26 remains a key strategic

priority –steps taken to improve future profitability include price increases, reduced trade

spend, marketing effectiveness, merchandising cost reduction and management changes

2 0 2 3 A N N U A L R E S U L T S

51

$ million

USA

1

SPINS data for the Grocery channel only for the 52 weeks ending 30 June 2023 and 2022.

Revenue

$ million

EBITDA

MVM remains focused on in-sourcing a2MC volumes and
future innovation

•Net sales revenue of $113.9 million in FY23, the first full year under a2MC

ownership vs 11 months in FY22

•EBITDA loss of $26.5 million, compared to a reported loss of $18.8 million

in FY22 (or a loss of $23.2 million on a pro-forma unaudited basis for

12-months)

•The slightly higher EBITDA loss was due to the timing of sales in a volatile

commodity and FX environment; reduced demand from third-party

customers in China; increased investment in capability, significant product

development trials; and investment to support future nutritional powder

production

•Accelerated execution of its supply chain transformation strategy, including

increasing raw A1 protein free milk supply, completing the insourcing of all

a2 Milk

®

Whole and Skim milk powderproducts, completing production

trials for insourcing of certain IMF product with manufacturing to commence

in 1H24, and commencing production trials for a new English label IMF

range, all with MVM and new blending and canning partners prior to

installing similar capability at MVM

•Progression of the installation of a new high-pressure electrode boiler and

the full electrification of the site supplied by 100% renewable energy such

as hydro and wind

•Accelerating MVM’s path to profitability by FY26 or earlier is a key strategic

priority for the Company

2 0 2 3 A N N U A L R E S U L T S

52

Revenue and EBITDA

38.6

65.8

45.7

68.3

50.4

-10.0

-8.8

-13.4

-13.1

-14.4

1H222H221H232H23

$ million

Mataura Valley Milk

Reported

Revenue

1

Pro-forma unaudited basis for 6-months. Reflecting a2MC ownership of 5-months (1H22) versus 6-month due to timing of acquisition completion.

N/A

Internal sales to

a2MC eliminated

4.517.215.0

Revenue

6-months

1

Reported

EBITDA

EBITDA

6-months

1

QUESTIONS

APPENDIX

Reconciliation of non-GAAP measures
2 0 2 3 A N N U A L R E S U L T S

55

1

EBITDA and EBIT are non-GAAP measures. However, the Company believes they assist in providing investors with a comprehensive understanding of the underlying performance of the business.

$ millionFY23FY22

Australia & New Zealand segment EBITDA

93.5173.2

China & Other Asia segment EBITDA

254.1145.1

USA segment EBITDA

(23.3)(36.7)

MVM segment EBITDA

(26.5)(18.8)

Corporate EBITDA

(78.5)(66.6)

EBITDA

1

219.3196.2

Depreciation / amortisation

(18.2)(18.9)

EBIT

1

201.1177.3

Net interest income

21.84.1

Income tax expense

(78.0)(66.6)

Netprofit for the period

144.8114.7

Standard a2MC glossary of terms
2 0 2 3 A N N U A L R E S U L T S

56

AcronymMeaning

a2MCThe a2 Milk Company Limited

ANZAustralia and New Zealand

APCOAustralian Packaging Covenant Organisation

ASPAverage selling price

AUAustralia

AUDAustralian Dollar

BCDLower tier cities in China

CAGRCompound Annual Growth Rate

CBECCross-border e-commerce

CLChina label

CNADCChina National Agriculture Development Group Corp.

COGSCost of goods sold

CSFChina State Farm Holdings

CSRCorporate Social Responsibility

DOLDomestic online channel

EBITEarnings before interest and tax

EBITDAEarnings before interest, taxes, depreciation and

amortisation

ELEnglish label

EPSEarnings per share

ESLExtended shelf life

FDAFood & Drug Administration

FXForeign exchange

AcronymMeaning

FYFinancial year

GAAPGenerally accepted accounting principles

GBGuo Biao, national standards of China

GDTGlobal Dairy Trade

GHGGreenhouse gas

GMGross margin

GMVGross merchandise value

HDPEHigh Density Polyethylene

IMFInfant milk formula (Stage 1-4)

IAIInternational Advertising Awards

ITInformation Technology

JDJingdong

Key&AUpper tier cities in China

KGKilogram

KOLKey opinion leader

LFLLike-for-like

LKALocal key accounts

LTILong term incentive

Macro milkFresh, ESL, UHT and powdered milk products

MATMoving annual total

M&BMom & baby

MBSMother & baby stores

MPIMinistry for Primary Industries

AcronymMeaning

MVMMataura Valley Milk Limited

NKANational key accounts

NPATNet profit after tax

NSWNew South Wales

NZD/NZ$New Zealand Dollar

O2OOffline to online

PCPPrior corresponding period

POSMPoint of sales marketing

PP&EProperty, Plant and Equipment

PRPublic relations

QLDQueensland

RMBOfficial currency of China

SASouth Australia

SAMRState Administration for Market Regulation

SG&ASelling, general and administrative expenses

TASTasmania

TmallTaobao Mall

TRIFRTotal recordable injury frequency rate

UHTUltra-high-temperature treated milk

UPUltra premium

USAUnited States of America

USDUnited States Dollar

VICVictoria

www.thea2milkcompany.com

---

CORPORATE GOVERNANCE STATEMENT 20231
2023

Corporate

Governance

Statement

The a2 Milk Company

THE A2 MILK COMPANY2
Corporate Governance

Statement

The a2 Milk Company Limited (Company)

is committed to maintaining the highest

standards of corporate governance.

The Company’s corporate governance

framework has been established to ensure

that directors, officers and employees fulfil

their functions responsibly, whilst protecting

and enhancing the interests of shareholders.

Good corporate governance adds to the

performance of the Company, creates

shareholder value and engenders the

confidence of the investment market.

This Corporate Governance Statement sets

out the principal features of the Company’s

corporate governance framework and

governance practices which have been

developed with regard to:

©the NZX Corporate Governance Code

dated 17 June 2022 (NZX Corporate

Governance Code); and

©the ASX Corporate Governance Council’s

Corporate Governance Principles

and Recommendations, 4th Edition

(ASX Principles).

For the financial year ended 30 June

2023 (FY23) the Company’s corporate

governance framework complied with the

recommendations in the NZX Corporate

Governance Code and the ASX Principles.

The Company notes the amendments to

the NZX Corporate Governance Code,

which took effect from 1 April 2023

which the Company will report against

in its FY24 Annual Report and Corporate

Governance Statement.

This Corporate Governance Statement

sets out the Company’s commitment

to best practice corporate governance

in compliance with the NZX Corporate

Governance Code and the ASX Principles.

It is current as at 30 June 2023 (except

where otherwise specified) and has been

approved by the Board.


Role of the Board and

delegation of authority

The Board is responsible for the overall

governance and operations of the

Company, guiding the Company’s strategic

direction, monitoring risk, and overseeing

the activities of management. All issues

of substance affecting the Company are

considered by the Board, with advice from

external advisers as required.

The role and responsibilities of the

Board are set out in the Board Charter,

available on the Company’s website at

www.thea2milkcompany.com/corporate-

governance. These include matters

relating to the Company’s strategic

direction, financial performance, executive

management, audit and risk management,

business planning, corporate governance

and disclosure, performance evaluation,

workplace health and safety, ethical

conduct, and determining the Company’s

sustainability strategy, including responding

to the Company’s environmental and social

sustainability risks and opportunities.

The Board delegates certain functions

to its three Committees (Audit and Risk

Management Committee, People and

Remuneration Committee, and Nomination

Committee). The role of each of these

Committees is outlined in the ‘Board

Committees’ section, below.

Board procedures and reporting ensure that

all directors have the information needed

to contribute to informed discussion on all

agenda items and effectively carry out their

duties. The Executive Leadership Team (ELT)

make direct presentations to the Board on

a regular basis, giving the directors broader

contact with the leadership team and

enhancing the directors’ understanding of

the business, its risks and opportunities.

Detail about members of the Board

including their skills, experience and

expertise relevant to their position, and the

period they have held office as a director,

can be found in the ‘Directors’ section of

the Company’s FY23 Annual Report.

Role of Chair

The Chair’s role is set out in the Board

Charter and includes leading and managing

the Board so that it operates effectively, and

facilitating interaction between the Board

and the CEO.

Role of Chief Executive Officer

To enable the effective day-to-day

management and leadership of the

Company, the Board delegates the

management responsibilities of the

Company to the CEO. The CEO in turn sub-

delegates parts of that authority to senior

executives in the ELT to enable effective and

timely decision making. The Board meets

regularly with management to provide

strategic guidance for the Company and

effective oversight of management.

Role of Company Secretary

The Company Secretary is accountable to

the Board, through the Chair, on all matters

to do with the proper functioning of the

Board. Each director can communicate

directly with the Company Secretary

and vice versa. The role of the Company

Secretary is outlined in the Board Charter.

Board size, skills and structure

During the reporting period, the Board

comprised between five and seven

independent non-executive directors

(with David Wang being appointed on

1 September 2022, Kate Mitchell being

appointed on 1 June 2023 and Julia

Hoare retiring on 30 June 2023) and one

executive director, the Managing Director

and CEO, David Bortolussi. The Company’s

constitution provides for a minimum of four

and a maximum of eight directors, of which

at least two must be ordinarily resident

in New Zealand to comply with the NZX

Listing Rules. The Company complies with

this requirement as both Pip Greenwood

and Kate Mitchell reside in New Zealand.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE STATEMENT 20233
The Board comprises directors with a diverse

range of skills, experience and backgrounds

to support the effective governance and

robust decision-making of the Group. A

summary of the key skills and experience of

the current directors against those identified

in the skills matrix can be found on page 62

of the Company’s FY23 Annual Report.

As announced at the time of the Company’s

Annual Meeting of shareholders (Annual

Meeting) held in 2022, David Hearn will

stand down as a Board member and Chair

at the conclusion of the 2023 Annual

Meeting. With board succession in mind

and in the spirit of continuous renewal, over

the past two years the Board has diversified

its capabilities with the appointments of

Sandra Yu, who has extensive experience

in the IMF market in China, David Wang,

who adds further China market and

manufacturing expertise, and most recently,

Kate Mitchell. Kate Mitchell was appointed

to the Board on 1 June 2023 and as the

Chair of the Audit and Risk Management

Committee with effect from 1 July 2023,

replacing Julia Hoare who retired from the

Board on 30 June 2023. Kate has significant

governance experience as a director of

both private and public companies and

her appointment further strengthens the

Board’s finance capabilities, and she brings

valuable skills and experience in finance, risk

management and governance to the Board.

Having regard to this, the Nomination

Committee has considered and is satisfied

that the current composition of the Board

reflects an appropriate range of skills,

diversity of backgrounds and experience

for the Company to effectively discharge its

responsibilities with the Board continuing

to be active in considering renewal as

necessary and on an ongoing basis.

Director independence

Both the NZX Corporate Governance Code

and the ASX Principles recommend that a

majority of the Board of Directors should be

independent, that the Chair of the Board

should be independent and that the Chair

and CEO should be different people.

The roles of Chair and CEO are not

exercised by the same individual. David

Bortolussi holds the position of Managing

Director and CEO, exercising full executive

control and accountability in the

organisation.

The Board Charter also provides that the

Board will, where practicable, comprise a

majority of independent directors.

Director independence is initially assessed

upon each director’s appointment and

reviewed each year, or as required when a

new personal interest or conflict of interest

is disclosed. For this purpose, each director

is required to bring an independent view

and judgement to the Board and to declare

all actual or potential conflicts of interest on

an ongoing basis.

Any issue concerning a director’s ability to

properly act as a director must be discussed

at a Board meeting as soon as practicable,

and a director may not participate in

discussions or resolutions pertaining to any

matter in which the director has a material

personal interest.

In determining the independence of its

directors, the Board considers guidance for

independence, as set out in the NZX Listing

Rules, the NZX Corporate Governance Code

and the ASX Principles. Based on those

rules and recommendations, a director is

considered to be independent by the Board

if he or she is a non-executive director and

free of any interest, position, association

or relationship that could reasonably

influence, or could reasonably be perceived

to influence, in a material respect his, her or

their capacity to bring an independent view

to decisions in relation to the Company, or

act in the best interests of the Company as

a whole rather than in their own interests

or that of an individual security holder or

other party. The Board makes a holistic

assessment of a director’s independence by

considering the interests and relationships

of a director that could affect the

determination.

Based on these measures, and the

considerations discussed in this statement,

the Board considers there is an appropriate

level of independent view and judgement

exercised by all directors and that

David Hearn, Warwick Every-Burns, Pip

Greenwood, Kate Mitchell, David Wang

and Sandra Yu are all independent directors

as at 30 June 2023, and that up to her

resignation on 30 June 2023, Julia Hoare

was also an independent director.

Board committees

The Board has three standing committees

(the Committees) to facilitate and assist

the Board in fulfilling its responsibilities.

Other committees may be established from

time to time with specific responsibilities as

delegated by the Board. The composition

of the Committees as at, and throughout

the financial year ended, 30 June 2023 was

as follows:

THE A2 MILK COMPANY4
COMMITTEEMEMBERSINDEPENDENTNON-EXECUTIVE

Audit and Risk Management CommitteeJulia Hoare (Chair)

1


Warwick Every-Burns

Kate Mitchell

2


David Wang

3


Sandra Yu











People and Remuneration CommitteeWarwick Every-Burns (Chair)

Pip Greenwood

David Wang

3


Sandra Yu









Nomination CommitteePip Greenwood (Chair)

David Hearn

Julia Hoare

1








1. Julia Hoare retired 30 June 2023.

2. Kate Mitchell appointed 1 June 2023 as member and 1 July 2023 as Chair.

3. David Wang appointed 1 September 2022.

The Committees are governed by Charters,

which detail their specific functions and

responsibilities. The Charter for each

Committee is regularly reviewed by

the Committee and any recommended

changes must be approved by the Board

in accordance with the procedures and

processes set out in the relevant Charter.

Copies of the Committee Charters are

available on the Company’s website at

www.thea2milkcompany.com/corporate-

governance.

The Committees make recommendations to

the Board. They have no decision-making

power except where expressly authorised

by the Board. The relevant qualifications

and experience of individual Committee

members are set out in the ‘Directors’

section, pages 64 and 65 of the Company’s

FY23 Annual Report.

The Board Charter requires the Board

to review and evaluate the performance

objectives, responsibilities, and processes

and procedures of each Committee on

an annual basis in accordance with such

performance measures as may be adopted

from time to time. The Charter of each

Committee also requires the Committee

to review and assess its performance,

objectives, responsibilities, and processes

and procedures each year to ensure that

they are not unduly complex, are designed

to assist the Board in effectively fulfilling its

role and are delivering to a high standard.

Attendance at Board and

Committee meetings

Details of director attendance at Board and

Committee meetings during the year ended

30 June 2023 are provided on page 63 of

the Company’s FY23 Annual Report.

Audit and Risk Management

Committee

The Audit and Risk Management

Committee’s responsibilities are

set out in its Charter, including to:

©ensure the Company meets its financial

and sustainability reporting requirements,

including the preparation and release

of yearly and half-yearly financial

statements;

©review the scope and outcome of the

external audit;

©review the effectiveness of the

Company’s internal controls regarding all

matters affecting the Company’s financial

performance and financial reporting,

including information technology security

and control;

©keep the Board informed on accounting

policies, practices and disclosures;

©review, with management, the adequacy

of the Company’s systems for identifying,

managing and monitoring the

Company’s key risks in accordance with

the Company’s Risk Management Policy;

©keep the Board informed of all significant

business risks by reviewing whether

the Group has any material exposures

to strategic, environmental and social

sustainability risks, and if so, to develop

strategies to manage such risks;

©review any incident which indicates

a breakdown in the Company’s risk

management framework; and

©review the Company’s register of related

party contracts.

The Committee may have in attendance

such members of management (including

the CEO and the CFO) or such other

persons (including the Company’s external

auditors and other employees) as it

considers necessary to provide appropriate

information and explanations. The

Committee meets a minimum of four

times each year.

A working group of senior managers

reviews and reports to the Committee on

the integrity of all information reported in

the Annual Report.

The Audit and Risk Management

Committee regularly reports to the Board

about the Committee’s activities, issues and

related recommendations.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE STATEMENT 20235
People and Remuneration

Committee

The People and Remuneration Committee

meets as required to advise the Board

on the matters outlined in its Charter,

including to:

©oversee the design and implementation

of appropriate people and remuneration

policies and practices for the Company

to ensure the Company can deliver on

its business objectives, remuneration is

fair and current, and the Company is

compliant with relevant laws, regulations

and applicable listing rules;

©periodically review the Company’s

Diversity and Inclusion Policy and

annually review and report to the Board

on the Company’s progress in meeting

its current measurable objectives with

respect to diversity, and the effectiveness

of those objectives, including providing

the Board with recommendations as to

any updates that should be made to

the measurable objectives for ensuing

reporting periods;

©review the remuneration of the CEO and

ELT as the Board may determine; and

©make recommendations to the Board in

relation to the remuneration of the non-

executive directors.

Remuneration packages are reviewed

annually. Independent externa

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