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Capital Change Notice

Capital Change1 November 2023ATMConsumer Staples

Capital Change Notice

Updated as at June 2023




Notice of issue of Performance Rights


This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights

under ATM’s Long Term Incentive Plan (LTI Plan).



Section 1: Issuer information

Name of issuer The a2 Milk Company Limited

NZX ticker code ATM

Class of financial product Performance Rights

ISIN (If unknown, check on NZX website) Not applicable – the rights will not be quoted

Currency NZD

Section 2: Capital change details

Number issued/acquired/redeemed 2,379,703 Performance Rights

Nominal value (if any) Not applicable

Issue/acquisition/redemption price per security Performance Rights issued under the LTI Plan

for nil consideration

Nature of the payment (for example, cash or

other consideration)

Not applicable

Amount paid up (if not in full) Not applicable

Percentage of total class of Financial Products

issued/acquired/redeemed/ (calculated on the

number of Financial Products of the Class,

excluding any Treasury Stock, in existence)

1


57% of the total number of Performance

Rights on issue at the date of this notice.

For an issue of Convertible Financial Products

or Options, the principal terms of Conversion

(for example the Conversion price and

Conversion date and the ranking of the

Financial Product in relation to other Classes

of Financial Product) or the Option (for

example, the exercise price and exercise date)

The Performance Rights have been issued to

employees of ATM pursuant to the terms and

conditions of ATM’s LTI Plan. Each

Performance Right represents, upon vesting

and automatic exercise, an entitlement to

acquire an Ordinary Share in ATM subject to

certain performance hurdles being satisfied

and the holder of the Performance Right

remaining employed by ATM on the relevant

vesting date.

The Performance Rights have a nil exercise

price and are due to vest on a date to be

determined by the Board following the release

of ATM’s full year audited results for FY26.

Refer to the Annexure for further details,

including performance hurdles.

Reason for issue/acquisition/redemption and

specific authority for

issue/acquisition/redemption/ (the reason for

change must be identified here)

Board resolutions approving the grant of

Performance Rights as part of the ongoing

long term incentive arrangements under the

LTI Plan.


1

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



Total number of Financial Products of the

Class after the

issue/acquisition/redemption/Conversion

(excluding Treasury Stock) and the total

number of Financial Products of the Class held

as Treasury Stock after the

issue/acquisition/redemption.

6,554,153 Performance Rights.

There is no Treasury Stock.

In the case of an acquisition of shares, whether

those shares are to be held as treasury stock

Not applicable

Specific authority for the issue, acquisition, or

redemption, including a reference to the rule

pursuant to which the issue, acquisition, or

redemption is made

Board Resolution and Listing Rule 4.6.

Terms or details of the issue, acquisition, or

redemption (for example: restrictions, escrow

arrangements)

Any Ordinary Shares issued on vesting and

exercise of Performance Rights will rank

equally with existing Ordinary Shares.

Date of issue/acquisition/redemption

2

1 November 2023

Section 3: Authority for this announcement and contact person

Name of person


authorised to make this

announcement

Jaron McVicar, Chief Legal and Sustainability

Officer & Company Secretary

Contact person for this announcement Jaron McVicar

Contact phone number +61 2 9697 7000

Contact email address Jaron.McVicar@a2milk.com

Date of release through MAP


1 November 2023



2

Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant

issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

NZX Code: ATM
ASX Code: A2M


The a2 Milk Company Limited

www.thea2milkcompany.com | ARBN 158 331 986 – Incorporated in New Zealand

Annexure to NZX Capital Change Notice and ASX Appendix 3G

each released on 1 November 2023

The following are the performance hurdles for the 2,379,703 performance rights that have been issued

in respect of FY24 and are the subject of the ASX Appendix 3G / NZX Capital Change Notice filed on

the same day as this Annexure:

Performance Hurdle FY24 Rights

Minimum EPS CAGR 10%

Minimum Revenue CAGR (50% vesting) 4%

Revenue CAGR for 85% vesting 6%

Revenue CAGR for 100% vesting 8%

Both the minimum EPS CAGR and the minimum Revenue CAGR must be achieved for any vesting of

performance rights. The minimum vesting proportion is 50%; thereafter, vesting is on a straight-line

basis between each band.

EPS CAGR refers to a compound annual growth in normalised diluted earnings per ordinary share

over the applicable performance period.

Revenue CAGR refers to a compound annual growth in normalised total external revenue over the

applicable performance period.

EPS CAGR and Revenue CAGR are derived from the annual report of the Company in respect of the

relevant financial years and subject to adjustment to remove the impact of such items as the Board

may determine.

Authorised for release by:

Jaron McVicar

Chief Legal and Sustainability Officer & Company Secretary

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

Rick Willis

M +61 411 839 344

rick@networkfour.com.au

Media – New Zealand

Barry Akers

M +64 21 571 234

akers@senescallakers.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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