Notice of Meeting and update to remuneration practices

ASX Code: A2M
NZX Code: ATM

The a2 Milk Company Limited
www.thea2milkcompany.com

18 October 2023
NZX/ASX Market Release

Notice of Meeting and update to remuneration practices

The a2 Milk Company (a2MC, the Company) is pleased to advise that it is today publishing its Notice of Meeting
for the 2023 Annual Meeting of shareholders. The meeting will be held on Thursday, 16 November 2023 at
11:00am New Zealand daylight time at The Pullman in Auckland, New Zealand. All details regarding the meeting
and resolutions are contained in the attached Notice of Meeting.

As demonstrated through its FY23 annual results, the Company is making significant progress delivering against its
growth strategy and towards its medium-term financial and non-financial measures of success, aligned to its
strategic goals for People, Planet, Consumers and Shareholders.

During FY23, to further align to recent practices for New Zealand and Australian executive remuneration, the
Board reviewed the Company’s remuneration practices. In particular, the Board revised the Company’s short-
term incentive (STI) plan structure to include a percentage of deferral for the Chief Executive Officer’s (CEO) STI.
The Board also committed to submitting the CEO’s long-term incentive (LTI) grant for the FY24 LTI plan as a
resolution on an advisory basis to the Annual Meeting in 2023.

The Company’s LTI plan is designed to reward performance in support of the achievement of the Company’s
growth strategy by targeting profitable, long-term revenue and EPS growth, which requires appropriate
investment. Performance rights issued under the LTI plan 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).

The Board has selected this combined EPS and Revenue CAGR performance condition to ensure the business
remains focused on fundamental sales and profit growth over time. This is aligned to the Company’s growth
strategy as is particularly relevant given the dynamic market conditions in which the Company operates.

In terms of the FY24 LTI plan performance hurdles, as outlined in the Notice of Meeting:
• The FY24 LTI grant, and the EPS CAGR and Revenue CAGR performance hurdles, have been determined
having regard to the Company’s growth strategy and associated medium-term financial ambition to grow
revenue to NZ$2 billion over 5 or more years from FY21 and to target EBITDA margins in the “teens” with
year-on-year improvements.
• The Board considers the performance hurdles sufficiently challenging to align with shareholder value
creation, but still being motivating for, and viewed as achievable by, senior executives and managers
invited to participate in the plan. Further details are provided in the Notice of Meeting.
• The high end of the Revenue CAGR hurdles would deliver revenue over NZ$2 billion by FY26, exceeding
the Company’s growth strategy of achieving the same within at least 5 years.

• The EPS CAGR is above the high end of the Revenue CAGR range to incentivise and promote margin
accretion over the term of the plan.
• Achieving such performance hurdles would require significant market share gains in the Company’s core
infant formula milk business in the China market which is currently in double-digit market value and
volume decline, as well as a significant improvement in group profitability.

The Board looks forward to meeting with shareholders in November at the Annual Meeting.


Authorised for release by the Board of Directors

David Hearn
Chairman
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
barryakers9@gmail.com
Media – Other markets
Rick Willis
M +61 411 839 344
rick@networkfour.com.au

---

2023 Notice
of Annual
Meeting
The a2 Milk Company

The
Quadrant
Hotel &
Suites
Emily Place
Reserve
Princes St
Waterloo Quadrant
Eden Cres
Shortland St
Short St
Emily PI
Fisher Building -
The University of
Auckland
The Pullman
Hotel Entrance
N
Location
Princes Ballroom
The Pullman
Corner Waterloo Quadrant & Princes Street
Auckland 1010
New Zealand

NOTICE is hereby given that the
2023 Annual Meeting of shareholders
of The a2 Milk Company Limited
(the “Company”) will be held on
Thursday, 16 November 2023 at
11:00am New Zealand Daylight Time
at The Pullman, Auckland.
The Company is pleased to advise that this year
shareholders will be able to:
• attend the meeting in person at The Pullman, Corner
Waterloo Quadrant & Princes Street, Auckland 1010,
New Zealand; or
• attend and participate at the meeting virtually via
an online platform provided by the Company’s
share registrar, Link Market Services, at
www.virtualmeeting.co.nz/a2MC23; or
• attend and participate in the meeting through a proxy.
Further details on how to do so are set out in this Notice
of Meeting and the Virtual Annual Meeting Online Portal
Guide filed on the market announcement platforms of the
NZX and ASX, and available on the Company’s website
(www.thea2milkcompany.com/annual-meetings).
To view the Company’s latest financial statements,
for the year ended 30 June 2023, please visit
www.thea2milkcompany.com/results and select
the 2023 Annual Report within the
Results and reports
section of the webpage.
The Explanatory Notes, which accompany this Notice
of Meeting, provide more information on the resolutions
which will be put before shareholders.
Notice of Annual Meeting 2023 | 1

Business
A. Welcome
B. Chair speech
C. Managing Director and CEO address
D. Financial Statements and Reports
To receive and consider the Company’s financial statements for
the year ended 30 June 2023, together with the Directors’ and
Auditor’s reports.
E. Resolutions
Resolution 1: Auditor’s Fees and Expenses
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution of the Company:
“That the Directors of the Company be authorised to fix the fees
and expenses of the Company’s auditor, Ernst & Young, for the
ensuing year.”
Resolution 2: Election of Director – Kate Mitchell
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution of the Company:
“That Kate Mitchell, who was appointed a Director of the
Company by the Board during the year, and who will retire at the
meeting in accordance with the Company’s constitution, be
elected as a Director of the Company.”
Resolution 3: Grant of performance rights to
David Bortolussi, Chief Executive Officer and
Managing Director
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution of the Company:
“That, on an advisory basis and for the purpose of ASX Listing
Rule 10.14 and for all other purposes, the acquisition of 690,066
performance rights by the Company’s Chief Executive Officer
and Managing Director, David Bortolussi, or an associate named
in the Notice of Meeting, by grant under the Company’s Long
Term Incentive Plan be approved.”
Note: A voting exclusion applies to this resolution. Refer to the
section entitled ‘Resolution 3’ of the Explanatory Notes to this
Notice of Meeting.
F. Questions
To consider any other matters that may properly be brought
before the meeting.
G. Close
2 | The a2 Milk Company

Other information
Shareholders eligible to vote
Only shareholders who hold ordinary shares in the Company as
at 9:00pm New Zealand Daylight Time on Tuesday, 14 November
2023 will be eligible to vote at the meeting.
Attending and participating in the Annual Meeting
Shareholders (and appointed proxies) will be able to attend the
meeting in person at The Pullman, Corner Waterloo Quadrant &
Princes Street, Auckland 1010, New Zealand, or, alternatively,
attend and participate at the meeting virtually via an online
platform provided by the Company’s share registrar, Link Market
Services, at www.virtualmeeting.co.nz/a2MC23. Shareholders
attending and participating in the meeting virtually via the online
platform will be able to watch the meeting live, and vote and ask
questions online, during the meeting.
The Company encourages shareholders unable to attend the
meeting in person to make use of this technology and to
participate at the meeting via the online platform. If you wish to
attend the meeting virtually, you will require your CSN/Holder
Number, Securityholder Reference Number (SRN) or Holder
Identification Number (HIN) for verification purposes.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions online during the
meeting) is available below and in the Virtual Annual Meeting
Online Portal Guide filed on the market announcement platforms
of the NZX and ASX and also available on the Company’s website
(www.thea2milkcompany.com/annual-meetings).
The Company strongly recommends that shareholders who
wish to participate in the meeting virtually log in to the
online portal at least 15 minutes prior to the scheduled start
time for the meeting.
Notice of Annual Meeting 2023 | 3

Attending the Annual Meeting via the
online platform
The Annual Meeting will be viewable from desktops, laptops,
mobile devices and tablets.
Shareholders wishing to attend and participate in the Annual
Meeting virtually should, in advance of the meeting, ensure they
have access to a compatible web browser. Details of the browsers
that the platform supports are available in the Virtual Meeting
Online Portal Guide. Shareholders can check the current version
of their web browser by going to www.whatismybrowser.com.
To attend and vote at the Annual Meeting virtually, shareholders
will need to have their CSN/Holder Number, Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)
before proceeding. Appointed proxies will need their proxy
number, which will be provided by Link Market Services prior to
the meeting.
Shareholders can register on Thursday, 16 November 2023 from
10:00am New Zealand Daylight Time. This is 1 hour prior to the
scheduled commencement of the meeting.
To access the online platform, shareholders
will need to take the following steps:
1. Open web browser
www.virtualmeeting.co.nz/a2MC23.
2. Log in to the portal using their full name,
mobile number, email address, and company
name (if applicable).
3. Read and accept the terms and conditions
before clicking on the blue ‘Register and
Watch Annual Meeting’ button.
4. Once logged in, a live video webcast of the
meeting will appear on the left-hand side of
the screen, with the meeting presentation
slides appearing on the right-hand side of the
screen. Keep the browser open for the
duration of the meeting.
5. If the browser is closed, the session will
expire. If the shareholder (or appointed proxy)
attempts to log in again, they will be sent a
recovery link via email for security purposes.
1
www
4 | The a2 Milk Company

Asking Questions
Shareholders physically present at the meeting or attending
virtually via the online platform will have the opportunity to
submit questions to the Board, the Company’s senior
management, and the Company’s auditors during the meeting.
Shareholders attending virtually via the online platform may ask
questions after they have registered to vote by clicking on the
‘Ask a Question’ box. Shareholders will need to select the
business to which the question relates (either General Business
or a specific resolution), type the question in the ‘Question’
section, and click on the ‘Submit Question’ button. This will send
the question to management/the Board.
Shareholders wanting to ask a question prior to the meeting,
to be addressed at the meeting, should email
meetings@linkmarketservices.com, complete the question
section on the accompanying proxy form, or submit the question
online by going to www.vote.linkmarketservices.com/ATM, in
each case by 11:00am New Zealand Daylight Time on Tuesday,
14 November 2023.
The Board will endeavour to address all appropriate questions at
the meeting within the time allocated for questions.
Voting
Register to vote
To vote via the online platform during the meeting, shareholders
(or appointed proxies) will need to first register to vote by
clicking on the ‘Get a Voting Card’ box at the bottom of the
webpage or below the video and entering their CSN/Holder
Number, Securityholder Reference Number (SRN) or Holder
Identification Number (HIN) as validation. Once registered, the
shareholder’s voting card will appear with all of the resolutions
to be voted on by the shareholders at the meeting (as set out in
this Notice of Meeting). Shareholders may need to use the scroll
bar on the right-hand side of the voting card to scroll up or down
to view all resolutions.
Full or partial voting
Shareholders and proxies can either submit a full vote or a
partial vote on each resolution by moving between the ‘Full Vote’
and ‘Partial Vote’ tabs at the top of the voting card. To submit a
full vote, a shareholder may click on the ‘For’, ‘Against’ or
‘Abstain’ voting buttons under the ‘Full Vote’ tab.
To submit a partial vote, a shareholder may enter the number of
votes they would like to vote for any or all resolutions under the
‘Partial Vote’ tab. The total number of votes that a shareholder is
entitled to vote will be displayed under each resolution. When
the shareholder enters the number of votes in a certain box, it
will automatically calculate the total number of votes left.
Notice of Annual Meeting 2023 | 5

Submitting your vote
Once finished entering the votes on the resolutions,
shareholders will need to scroll down and click on the ‘Cast Vote’
or ‘Cast Partial Vote’ button. Shareholders may edit their voting
cards by clicking the ‘Edit Card’ button at any time before the
voting is closed, which will be 5 minutes after the close of the
meeting. The un-voted portion of the shareholders’ votes (if any)
will be submitted as ‘No Instruction’ and therefore will not
be counted.
The Virtual Meeting Online Portal Guide provides a separate
detailed overview on how to vote and ask questions during the
meeting. The Virtual Meeting Online Portal Guide will be filed on
the market announcement platforms of the NZX and ASX and
will also be able to be viewed on the Company’s website
(www.thea2milkcompany.com/annual-meetings).
Shareholders attending the meeting in person should bring the
enclosed proxy form with them to assist with shareholder
registration.
Shareholders attending the meeting can also download the
LinkVote App from the Apple App Store or Google Play if they
would like to vote during the meeting using their mobile phone.
The LinkVote App will be available for download prior to
the meeting.
Shareholders can also vote prior to the meeting either by post
or online, as described below under “Postal Voting” and
“Online Voting”.
Proxies
A shareholder entitled to attend and vote but who cannot attend
the meeting (whether in person or via the online platform) is
encouraged to appoint a proxy to attend and vote on that
shareholder’s behalf. The proxy need not be a shareholder of
the Company.
To appoint a proxy, a shareholder should complete and sign the
proxy form enclosed with this notice and return it to the office of
the Company’s share registrar, Link Market Services, by no later
than 11:00am New Zealand Daylight Time on Tuesday,
14 November 2023. Any proxy form received after that time will
not be valid for the meeting.
Shareholders can alternatively complete the proxy form online
by following the instructions on the enclosed proxy form. To
securely appoint a proxy online, NZX registered holders will need
their CSN/Holder number and FIN, and ASX registered holders
will need their Securityholder reference number (SRN) or Holder
Identification Number (HIN), and postcode or country of
residence, in order to complete the online validation process.
Please contact Link Market Services if you need to obtain these
details. The contact details for Link Market Services can be
found on the enclosed proxy form.
Please refer to the instructions on the enclosed proxy form as to
the ways in which the proxy form can be sent to Link Market
Services, including instructions on how to appoint your proxy
and vote online.
6 | The a2 Milk Company

The Chair of the meeting may be appointed as a proxy and
intends to vote any undirected/discretionary proxy in favour of
each resolution.
Corporate representative and attorney
appointments
A body corporate which is a shareholder, or an attorney of a
shareholder, may appoint a representative to attend and vote at
the meeting on its behalf. Any shareholder may appoint an
attorney to attend and vote at the meeting on its behalf. Notice
of any such appointment should be sent to the Company’s share
registrar, Link Market Services, as soon as possible and
no later than 11:00am New Zealand Daylight Time on Tuesday,
14 November 2023.
Postal voting
A shareholder is entitled to exercise his/her vote at the meeting
by casting a postal vote. A postal voting form is incorporated in
the proxy form.
To cast a postal vote, a shareholder should complete and sign
the postal voting form enclosed with this Notice of Meeting and
return it to the office of the Company’s share registrar, Link
Market Services, by no later than 11:00am New Zealand Daylight
Time on Tuesday, 14 November 2023. Any postal voting form
received after that time will not be valid for the meeting. Link
Market Services has been authorised by the Board to receive and
count postal votes at the meeting.
Please refer to the instructions on the enclosed postal voting
form as to the ways in which the postal voting form can be sent
to Link Market Services, including instructions on how to appoint
your proxy and vote online.
Online voting
Shareholders may elect to lodge their proxy appointment
or postal vote online. You will need to go to the website
of our share registrar, Link Market Services:
www.vote.linkmarketservices.com/ATM.
Requisite majorities
The resolutions are ordinary resolutions requiring the approval
of a simple majority of the votes of those shareholders entitled
to vote and voting (virtually, by postal vote or by proxy) in order
for them to be passed.
By order of the Board.

Mr David Hearn
Chair
Wednesday, 18 October 2023
Notice of Annual Meeting 2023 | 7

Explanatory notes
Resolution 1
Auditor’s Fees and Expenses
Ernst & Young, the current auditor of the Company, will be
automatically reappointed under section 207T of the Companies
Act 1993. Resolution 1 authorises the Directors to fix the fees and
expenses of Ernst & Young as the Company’s auditor in
accordance with section 207S of the Companies Act 1993.
Resolution 2
Election of Director – Kate Mitchell
Kate was appointed as a Director by the Board, under clause
17.2(a) of the Company’s constitution, with effect from 1 June
2023. Kate will retire from office at the meeting and offers herself
for election as required by the Company’s constitution and
NZX Listing Rule 2.7.1.
The other members of the Board unanimously support Kate’s
election.
The Board considers Kate to be an Independent Director.
Kate Mitchell
Independent, Non-executive Director
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.
8 | The a2 Milk Company

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.
Resolution 3
Grant of performance rights to David Bortolussi,
Chief Executive Officer and Managing Director
The approval of shareholders is sought, on an advisory basis and
for the purpose of ASX Listing Rule 10.14 and for all other
purposes, to permit the Chief Executive Officer and Managing
Director, David Bortolussi, or an associate named in this Notice
of Meeting, to acquire 690,066 performance rights (Rights), as
calculated below, by grant under the Company’s Long Term
Incentive Plan (LT I P l a n).
The LTI Plan is one component of David Bortolussi’s total
remuneration package and Rights will be granted for no
consideration. The LTI plan is designed to reward performance in
support of the achievement of the Company’s growth strategy,
targeting long-term revenue and EPS growth as key drivers of
shareholder value creation.
If shareholder approval is obtained, the Rights will be issued by
grant as soon as practicable after the 2023 Annual Meeting.
ASX Listing Rule 10.15.7 requires the issue to occur no later than
three years after the date of the meeting.
If shareholders do not approve the proposed issue of Rights to
David Bortolussi, the Board will instead provide David with
alternative remuneration arrangements which are equivalent
(taken overall) to the proposed Rights, which may include Rights
that are required to be satisfied following vesting only from
shares purchased on-market, or payment of a cash amount
equivalent to the value of the Rights.
Shareholder approval to the grant of Rights to David Bortolussi
and any subsequent issue or transfer of shares following vesting
is not required under the NZX Listing Rules (as those actions
comply with, and are permitted by, NZX Listing Rule 4.6.1).
Notice of Annual Meeting 2023 | 9

Why is shareholder approval being sought?
On 19 October 2022, the Company announced the Board’s
decision to submit David Bortolussi’s long-term incentive grant
for the current financial year as a resolution on an advisory basis
to the 2023 Annual Meeting. The decision was made in the
context of the Board reviewing the Company’s remuneration
practices to align with shareholders’ interests and expectation,
and to recent practice in New Zealand and Australia.
ASX Listing Rule 10.14 prohibits the Company from permitting a
director of the Company, or a director’s associate, to acquire
equity securities under an employee incentive scheme without
the approval of shareholders, except in circumstances described
below. The Rights are equity securities.
Further, ASX Listing Rule 10.11 prohibits the Company from
issuing, or agreeing to issue, equity securities to a director of the
Company, or a director’s associate, without the approval of
shareholders unless a relevant exception applies. Approval by
shareholders under ASX Listing Rule 10.14 is a relevant exception.
The above requirements for approval of shareholders apply if,
after Rights have vested, the Company satisfies them following
vesting by issuing shares. Shareholder approval under the
ASX Listing Rules is not required for the grant of equity securities
(including Rights) to directors, or their associates, under an
employee incentive scheme if the terms of the scheme require
that the securities be satisfied following vesting from shares
purchased on-market.
While it is currently intended, consistent with the Company’s
practice to date, that shares allocated on vesting of the Rights
will be purchased on-market (as opposed to issuing new shares),
if shareholder approval for the Rights is obtained under
ASX Listing Rule 10.14 it will preserve flexibility for the Board to
approve satisfying Rights through an issue of shares rather than
only being able to satisfy them through an acquisition on-market
if it considers it necessary or appropriate at the time.
Key terms of the proposed FY24 Rights
Information on the general operation of the LTI Plan is set
out in the Remuneration section on pages 71 and 72 of the
2023 Annual Report.
The LTI Plan has been established to:
a. assist in the reward, retention and motivation of selected
senior executives and managers;
b. link the reward available to senior executives and managers
to shareholder value creation; and
c. align the interests of senior executives and managers and
shareholders by providing executives with an equity interest
in the Company.
Awards under the LTI Plan are made under the Company’s
LTI Plan rules.
An overview of the key terms of the proposed grant of Rights
to David Bortolussi is set out below.
10 | The a2 Milk Company

Proposed FY24
Award
- It is proposed that 690,066 Rights be
granted to David Bortolussi or, at his
election, he may renounce them in favour of
an immediate family member, a company
whose members comprise no persons other
than David and immediate family members,
or a corporate trustee of a self-managed
superannuation fund of which David is a
member, and a director of the trustee.
- The number of Rights equates in value to
A$2,901,384 based on the volume weighted
average share price of ordinary shares in the
Company in accordance with the ASX Listing
Rules on the ten trading days up to and
including 11 October 2023.
Grant dateAs soon as practicable after the 2023 Annual
Meeting.
OpportunityThe maximum face value of the LTI that can
be granted to David Bortolussi is 150% of his
fixed annual remuneration (inclusive of
superannuation) (FAR). The minimum
potential outcome value is zero.
Performance/
vesting period
- Three years, from 1 July 2023 to
30 June 2026.
- 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 its holder to receive one fully paid
share in the Company (or cash equivalent, at
the election of the Company), subject to
meeting performance measures. All shares
received by the holder will rank equally with
the Company’s existing ordinary shares.
- 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 the
Rights by instructing the trustee of a2MC
Group Employee Share Trust to transfer
shares held in the trust to the holder, where
such existing shares were previously
purchased by the trustee on-market.
Notice of Annual Meeting 2023 | 11

Allocation
approach
The Company uses a maximum face value
allocation approach. The number of Rights to
be granted will be calculated as follows:
1 The share price used is 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 11 October 2023.
Dividend
payments
- No dividends or dividend equivalent
payments are provided on the Rights.
Board
discretion
- The Board may forfeit the Rights for fraud,
dishonesty, breach of a material obligation or
acting in a manner that brings The a2 Milk
Group into disrepute, or if there has been a
material misstatement or omission that
results in a restatement of accounts.
Performance
hurdles
The Rights will 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
performance hurdles must be achieved:
- EPS CAGR of at least 10%; and
- Revenue CAGR of at least 4%,
in each case, from 1 July 2023 to
30 June 2026.
If these performance hurdles are achieved, the
proportion of the Rights that may vest will be
determined on a straight-line basis per the
table below:
Grant opportunityShare priceShare price
FAR
$
Share price
1

(no discount
applied)
Number of
performance
rights
granted
X/=
MAXIMUM LTI
OPPORTUNITY
%
12 | The a2 Milk Company

Performance
hurdles
(continued)
Revenue
- CAGR
Vesting % (if EPS
CAGR of at least
10%)
Less than 4%Nil
4%50%
Between 4%
and 6%
Pro-rata vesting on a
straight-line basis
between 50% and
85%
6%85%
Between 6%
and 8%
Pro-rata vesting on a
straight-line basis
between 85% and
100%
8% 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 adjustments 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.
The EPS CAGR and Revenue CAGR
performance hurdles have been determined
having regard to the Company’s growth
strategy and associated medium-term
financial ambition to grow revenue to
NZ$2 billion over 5 or more years from
FY21 and to target EBITDA margins in the
“teens” with year-on-year improvements. The
Board considers the performance hurdles
sufficiently challenging to align with
shareholder value creation, but still being
motivating for, and viewed as achievable by,
senior executives and managers invited to
participate in the LTI Plan. The high end of the
Revenue CAGR hurdles would deliver revenue
over NZ$2 billion by FY26, exceeding the
Company’s growth strategy of achieving the
same within at least 5 years. The EPS CAGR
is above the high end of the Revenue CAGR
range to incentivise and promote margin
accretion over the term of the plan.

Performance
hurdles
(continued)
Achieving such performance hurdles would
require significant market share gains in the
Company’s core infant milk formula business
in the China market which is currently in
double-digit market value and volume decline,
as well as a significant improvement in
group profitability.
Executive
Minimum
Shareholding
Requirement
(Executive
MSR)
The Executive MSR Policy applies to David
Bortolussi and the other members of the
Company’s Executive Leadership Team ( E LT ).
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. In the case of
David Bortolussi, this will be following the end
of FY2027.
Cessation of
employment,
change of
control, bonus
issue or
reorganisation
of capital
- Subject to the discretion of the Board or
unless his employment is terminated by the
Company other than for fault, he retires from
full-time executive employment or his
employment ceases due to total and
permanent disablement, serious illness or
death, unvested Rights will be forfeited upon
cessation of David Bortolussi’s employment.
If Rights are not subject to forfeiture, the
Board may in its discretion reduce the
number of Rights to reflect the proportion of
the vesting period that has elapsed and/or
accelerate vesting.
- The Rights may be subject to accelerated
vesting if the Company is subject to a change
of control.
- Adjustments to the number of the Rights, or
the number of Company shares to which they
relate, may be made following any bonus
issue of Company shares or reorganisation of
its capital.
14 | The a2 Milk Company

Other
information
required by
the ASX
Listing Rules
- David Bortolussi has advised that he may
elect to renounce the Rights in favour of
DMZSK Super Pty Ltd, the corporate trustee
of a self-managed superannuation fund of
which David is a member, or DMZSK Pty Ltd,
the corporate trustee of a family trust of
which David is a member. Accordingly,
approval is being sought for the purpose of
ASX Listing Rule 10.14.1 (which applies to
David as a director of the Company) and
ASX Listing Rule 10.14.2 (which applies to
both DMZSK Super Pty Ltd and DMZSK Pty
Ltd each as associates of David). DMZSK
Super Pty Ltd and DMZSK Pty Ltd are both
associates of David because each entity is a
related party of David on the basis of it being
controlled by David and his spouse.
- Although other senior executives and
managers of the Company participate in the
LTI Plan, given David Bortolussi is both the
CEO and Managing Director, David is the only
Director who participates. To the extent
participation by any other person, who
becomes entitled to participate in the
LTI Plan, requires shareholder approval
under ASX Listing Rule 10.14, that person will
not participate in the LTI Plan until that
approval is obtained.
- David Bortolussi’s total remuneration
package comprises $1,934,256 FAR, a
short-term incentive with a maximum value
of 120% of his FAR, a long-term incentive with
a maximum value of 150% of his FAR and an
allowance of $10,000 per month (net of tax)
to assist with the cost of accommodation in
Sydney and travel between Melbourne
and Sydney.
- No amount is payable on the award of
performance rights, or the issue or transfer
of Company shares on their exercise, as the
award of performance rights are a
component of David Bortolussi’s
remuneration package. As such, there is no
loan scheme to support performance rights
or time-based rights issued under the
LTI Plan.
- Details of any securities issued to David
Bortolussi under the LTI Plan will be
published in each annual report of the
Company relating to a period in which they
were issued, and, where relevant, along with
a statement that approval for the issue was
obtained under ASX Listing Rule 10.14.
Notice of Annual Meeting 2023 | 15

Other
information
required by
the ASX
Listing Rules
(continued)
- To date, the Company has granted
311,283 time-based rights and
1,470,663 performance rights to two
associates of David Bortolussi,
DMZSK Pty Ltd and DMZSK Super Pty Ltd,
under the LTI Plan for nil consideration. All of 
the time-based rights and 478,577 of the
performance rights have vested and been
exercised leaving 490,906 performance
rights held by DMZSK Pty Ltd due to vest
following the current financial year and
501,180 performance rights held by
DMZSK Super Pty Ltd due to vest
following FY2024/25.
Voting exclusion statement
In accordance with the ASX Listing Rules, the Company will
disregard any votes cast in favour of resolution 3 by or on behalf
of David Bortolussi or any of his associates (as defined in the
ASX Listing Rules) except where any such vote is cast by:
• a person as proxy or attorney for a person who is entitled to
vote on the resolution, in accordance with the directions
given to the proxy or attorney to vote on the resolution in
that way;
• the chair of the meeting as proxy or attorney for a person who
is entitled to vote on the resolution, in accordance with a
direction given to the chair to vote on the resolution as the
chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other
fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
• the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting,
on the resolution; and
• the holder votes on the resolution in accordance with
directions given by the beneficiary to the holder in
that way.
NZX Waiver
NZ RegCo has granted the company a waiver from the
requirement for the company to include an appraisal report with
this Notice of Meeting in respect of resolution 3 under Listing
Rule 7.8.5(b). The terms of this waiver can be found on the
Company’s announcement page on the NZX website
(www.nzx.com/companies/ATM/announcements).
Board recommendation
The Directors of the Company recommend that shareholders
vote in favour of resolution 3.
16 | The a2 Milk Company

Notice of Annual Meeting 2023 | 17

thea2milkcompany.com
The a2 Milk Company Limited
(Australian Registered Body Number 158 331 965
– Incorporated in New Zealand)

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LODGE YOUR PROXY
Online
vote.linkmarketservices.com/ATM
Scan & Email
meetings@linkmarketservices.com
Deliver in person
Link Market Services Limited,
Level 30, PwC Tower
15 Customs Street West
Auckland 1010



SCAN THIS QR CODE WITH YOUR SMARTPHONE
AND VOTE ONLINE


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com


PROXY FORM FOR THE 2023 ANNUAL MEETING
The Annual Meeting of The a2 Milk Company Limited (“a2MC” or the “Company”) will be held on Thursday, 16 November 2023 at 11:00am
New Zealand Daylight Time. The Annual Meeting will be held at The Pullman, Corner Waterloo Quadrant & Princes Street, Auckland 1010,
New Zealand and online via the Link Market Services Annual Meeting platform, at www.virtualmeeting.co.nz/a2MC23. More information
regarding virtual attendance and voting at the Annual Meeting is available in the Virtual Meeting Online Portal Guide which will be filed on
the ASX and NZX market announcement platforms and be available on the Company’s website at https://thea2milkcompany.com/market-
announcements/.

If you propose NOT to attend the Annual Meeting physically or virtually but wish to vote by postal vote or appoint a proxy please complete and
return all pages of this form to Link Market Services no later than 11:00am New Zealand Daylight Time on Tuesday, 14 November 2023 (being
48 hours before the commencement of the Annual Meeting). Proxy appointment or postal voting can also be completed online. Please read
the instructions below before completing this form. Please do not appoint a proxy if you are voting by postal vote.

POSTAL VOTE

As a shareholder entitled to vote at the Annual Meeting, you are
entitled to vote by postal vote. You can cast your postal vote online
or by one of the other methods noted above. If you return your
postal vote without indicating how you wish to vote, or your
indication on how to vote is unclear, on any resolution, you will be
deemed to have abstained from voting on that resolution. If you
complete the postal vote section and also appoint a proxy, then
your postal vote will be cast, and your proxy appointment will not
be counted. If this form is returned duly signed by a shareholder
with voting instructions completed but without indicating that it is a
postal vote or a proxy appointment, it will be deemed to be a postal
vote.

APPOINTMENT OF PROXY

A shareholder entitled to attend and vote at the Annual Meeting is
entitled to appoint a proxy to attend and vote at the Annual Meeting
instead of the shareholder. A proxy need not be a shareholder of
a2MC. Any corporation that is a shareholder of a2MC may appoint
a person as its representative to attend the Annual Meeting and
vote on its behalf, in the same manner as that in which it could
appoint a proxy.

Appointing the Chair of the Annual Meeting or a director
as your proxy
If you wish, you may appoint the Chair of the Annual Meeting as
your proxy. To do so, please write “Chair of the Meeting” on the line
following the words “hereby appoint” in the section on the next page
entitled “appoint a proxy to vote on your behalf”. The Chair will vote
according to your instructions. If the Chair is not instructed how to
vote, the Chair intends to vote in favour of each resolution. If you
return this form without directing the proxy how to vote on any
particular resolution, the proxy will exercise the proxy’s discretion
as to whether to vote and, if so, how to vote.
VOTING RESTRICTIONS
In accordance with the ASX Listing Rules, the Company will
disregard any votes cast in favour of resolution 3 by or on behalf
of David Bortolussi or any of his associates (as defined in the
ASX Listing Rules) except where any vote is cast by a person
described in the Explanatory Notes to resolution 3 in the Notice of
Meeting.

ATTENDING THE ANNUAL MEETING

You can still attend the meeting online, even if you have cast a
postal vote or appointed a proxy, although you will not be able to
vote in either of those cases.

If you propose to attend the Annual Meeting please bring this Proxy
Form (with all pages intact) with you as the barcode on the front
page is required for registration at the Annual Meeting.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual
This Proxy Form must be signed by the shareholder or the
shareholder’s attorney duly authorised in writing.

Joint holding
This Proxy Form may be signed by either, or on behalf of, the joint
shareholders (or their duly authorised attorney).

Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy of
the power of attorney and a signed certificate of non-revocation of
the power of the attorney under which the Proxy Form is signed,
must be produced to the Company with this Proxy Form.

Body Corporate
This Proxy Form must be signed by a director or a duly authorised
officer acting under the express or implied authority of the
shareholder, or an attorney duly authorised by the shareholder.

Go online to vote.linkmarketservices.com/ATM to vote or turn over to complete the Postal Vote/Proxy Form
Mail
Use the enclosed envelope or
address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

POSTAL VOTE / PROXY FORM

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box only if you wish to cast a postal vote instead of appointing a proxy).
My voting intention is indicated in the section below entitled “Items of Business – Voting Instructions”.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of The a2 Milk Company Limited
hereby appoint ____________________________________ email Address
or failing him/her ____________________________________ email Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of The a2 Milk Company Limited to be held at The Pullman, Corner
Waterloo Quadrant & Princes Street, Auckland 1010, New Zealand and virtually via an online platform, at www.virtualmeeting.co.nz/a2MC23 at
11:00am New Zealand Daylight Time on Thursday, 16 November 2023 and at any adjournment of that meeting. Please indicate with a tick in
the appropriate boxes below how you wish your proxy to vote. If you wish, you may appoint the “Chair of the Meeting” as your proxy.

STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
ORDINARY BUSINESS Tick () in box to vote
To consider and, if thought fit, pass the following resolutions as ordinary resolutions For Against Proxy Abstain
of the Company: Discretion

1. That the Directors of the Company be authorised to fix the fees and expenses of the
Company’s auditor, Ernst & Young, for the ensuing year.

2. That Kate Mitchell, who was appointed a Director of the Company by the Board during
the year, and who will retire at the meeting in accordance with the Company’s
constitution, be elected as a Director of the Company.

3. That, on an advisory basis and for the purpose of ASX Listing Rule 10.14 and for all
other purposes, the acquisition of 690,066 performance rights by the Company’s
Chief Executive Officer and Managing Director, David Bortolussi, or an associate
named in the Notice of Meeting, by grant under the Company’s Long Term Incentive
Plan be approved.






STEP 3: SHAREHOLDER QUESTIONS
Shareholders attending the Annual Meeting will have the opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual
Meeting, physically or virtually but would like to ask a question, or if you are attending and would like to ask a question in advance, you can submit
such question by: (1) email to meetings@linkmarketservices.com; or (2) online by going to vote.linkmarketservices.com/ATM and completing
the online validation process; or (3) completing the question section below and returning it to Link Market Services. Questions will need to be
submitted by 11:00am New Zealand Daylight Time on Tuesday, 14 November 2023. The Board will endeavour to address all appropriate
questions at the Annual Meeting.
SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3


Contact Name _______________________ Daytime Telephone ___________________ Date _____________________________


Electronic Investor Communication:
If you received the Notice of Meeting and this form by mail and you wish to receive your future communications by email, please provide
your email address below:

Question:

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Corporate Markets
Before you begin
Ensure your browser is compatible.
Check your current browser by going to
the website: whatismybrowser.com
Supported browsers are:
To attend and vote you must have your
securityholder number and postcode.
Appointed Proxy: Your proxy number will
be provided by Link before the meeting.
Please make sure you have this
information before proceeding.
Virtual Meeting
Online Guide
•Chrome – Version 44 & 45 and after
•Firefox – 40.0.2 and after
•Safari – OS X v10.9 & OS X v10.10 and after
•Internet Explorer – 11
and up
•Edge – 92.0 and up

Virtual Meeting Online Guide
Step 2
Log in to the portal using your full name, mobile
number, email address, and participant type.
Please read and accept the terms and conditions
before clicking on the blue ‘Register and Watch
Meeting’ button.
Note: If you close your browser, your session will
expire and you will need to re-register. If using the
same email address, you can request a link to be
emailed to you to log back in.
1. Get a Voti
ng Card
To register to vote – click on the
‘Get a Voting Card’ button.
This will bring up a box which looks like this.
If you are an individual or joint securityholder you
will need to register and provide validation by entering your
securityholder number and postcode.
If you are an appointed Proxy, please enter the
Proxy Number issued by Link in the PROXY DETAILS section.
Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with
all of the resolutions to be voted on by securityholders at
the Meeting (as set out in the Notice of Meeting). You may
need to use the scroll bar on the right hand side of the
voting card to view all resolutions.
Securityholders and proxies can either submit a
Full Vote or Partial Vote.
Ste
p 1
Open your web browser and go to
https://www.virtualmeeting.co.nz/a2mc23
Link Group Virtual Meeting Online Guide • 2
•A live webcast of the Meeting starts automatically
once the meeting has commenced. The meeting slides
will be transitioned throughout the webcast. If the
webcast does not start automatically please press the
play button and ensure the audio on your computer or
device is turned on.
•At the bottom – buttons for ‘Get a Voting Card’,
‘Ask a Question’ and a list of company documents to
download

Link Group Virtual Meeting Online Guide • 3
Full Votes
To submit a full vote on a resolution ensure you are in the
‘Full Vote’ tab. Place your vote by clicking on the ‘For’, ‘Against’, or
‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the
‘Partial Vote’ tab. You can enter the number of votes (for any or all)
resolution/s. The total amount of votes that you are entitled to vote for
will be listed under each resolution. When you enter the number
of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-
voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to
the bottom of the box and click on the ‘Submit Vote’ or
‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you
have already made will be saved for the next time you open up the voting card. The voting card will appear on
the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’. This will reopen the voting card
with any previous votes made.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide
windows advising the remaining voting time. Please make any changes and submit your voting cards.
Once voting has been closed all submitted voting cards cannot be changed.

The ‘Ask a Question’ box will then pop up with
two sections for completion.
In the ‘Regarding’ section click on the drop down arrow and
select the category/resolution for your question.
Click in the ‘Question’ section and type your question and
click on ‘Submit’.
A
‘View Questions’ box will appear where you can view
your questions at any point. Only you can see the
questions you have asked.
If your question has been answered and you would like to
exercise your right of reply, you can submit another
question.
Contact us
New Zealand
T 0800 200 220
E meetings@linkmarketservices.co.nz
Note that not all questions are guaranteed to be
answered during the Meeting, but we will do our
best to address your concerns.
3. Downloads
View relevant documentation in the
Downloads section.
4. Voting closing
Voting will end 5 minutes after the
close of the Meeting.
At the conclusion of the Meeting a red bar with a
countdown timer will appear at the top of the Webcast
and Slide screens advising the remaining voting time. If
you have not submitted your vote, you should do so now.
Virtual Meeting Online Guide continued
2. How to ask a question
Note:
Only verified Securityholders, Proxyholders and
Corporate Representatives are eligible to ask questions.
If you have yet to obtain a voting card, you will
be prompted to enter your security holder
number or proxy details before you can ask a
question. To ask a question, click on the ‘Ask a
Question’ button either at the top or bottom
of the webpage.
Link Group Virtual Meeting Online Guide • 4