Synlait Special Shareholders’ Meeting 2024 Presentation

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






NZX: SML
ASX: SM1


11 July 2024

Synlait Special Shareholders’ Meeting 2024 Presentation

Please see the attached presentation, which Synlait Chair George Adams will deliver to shareholders at
the company’s Special Shareholders’ Meeting at 2:00 pm (NZST).

To access the meeting virtually, please go to: www.meetnow.global/nz

After the Special Shareholders’ Meeting, a video replay will be available at:
https://www.synlait.com/investors/

For more information contact:
Hannah Lynch
Head of Strategy & Corporate Affairs
P: +64 21 252 8990
E: hannah.lynch@synlait.com

---

WELCOME TO SYNLAIT’S
SPECIAL SHAREHOLDERS’ MEETING
Thursday 11 July 2024

VOTING ONLINE
• Voting is now open.
• To vote, click the vote tab and
select your preferred option.
Once your vote is cast, a tick
will appear.
• There is no submit or send
button. Your selection is
automatically recorded, and you
can change it until voting closes.
PAGE 2SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

ASKING A QUESTION ONLINE
• To ask a question, click on the
Q&A icon.
• Click on the box, type your
question, and press submit.
• Your question will be asked
at the appropriate part of the
meeting.
• Please ensure questions are
concise, clear, and relevant to
the meeting.
• Questions submitted ahead of
the meeting will be answered
during general business.
PAGE 3SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

NEED HELP?
• Use the Q&A tab to message a
Computershare representative.
• Check the virtual meeting
guide issued with the Notice of
Meeting or on Synlait’s website.
• Call the Computershare team on
+64 9 488 8777.
PAGE 4SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

CHAIR
ADDRESS
George Adams
Chair
PAGE 5SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

TODAY’S
AGENDA
• Chair Address
• Bright Dairy Appointed
Director Address
• Resolution & Voting
• Other Business
SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024PAGE 6PAGE 6

REDUCING DEBT TO A SUSTAINABLE LEVEL
A TWO STEP PLAN UNDERPINNED BY BANK REFINANCING
SHAREHOLDER LOAN
PROPOSED EQUITY RAISE
AND BANK REFINANCING
12
Timing: Today (subject to your vote).
Proceeds: $130 million
Use of proceeds: repayment of bank debt.
Approvals required: resolution approved by greater
than 50% of shareholders who are entitled to vote and
voting. Bright Dairy and its associated persons are not
entitled to vote.
Proposed equity raise: progressing the structure,
terms and conditions. Shareholders to be updated in
early August.
Use of proceeds: deleveraging, including repayment of
$180 million retail bonds.
Bank refinancing: completion of Synlait’s equity raise is
expected to occur contemporaneously with a refinancing
of existing banking facilities.
Once debt returns to a sustainable level, Synlait can focus on lifting performance and profitability.
PAGE 7SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

AREAS OF FOCUS FOR THE
BOARD GOING FORWARD
Deleveraging plan
Retain and recruit
key talent
North Island strategic
review
Focus on customer
service, quality, and
cost effectiveness
Sustainable earnings
growth in FY25 and
beyond
Farmer retention
SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024PAGE 8

Synlait Special
Shareholders’ Meeting
on $130 million loan.
Shareholders updated
on structure, terms
and conditions of the
proposed equity raise.
Planning for another
Synlait Special
Shareholders’ Meeting
to vote on proposed
equity raise.
Bank refinancing
completed.
Full year 2024 result
published.
NEXT STEPS
TODAYEARLY AUGUSTAUGUST / SEPTEMBERSEPTEMBER
PAGE 9SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

BRIGHT DAIRY
APPOINTED
DIRECTOR
ADDRESS
Julia Zhu
PAGE 10SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

ASKING A QUESTION ONLINE
• To ask a question, click on the
Q&A icon.
• Click on the box, type your
question, and press submit.
• Your question will be asked
at the appropriate part of the
meeting.
• Please ensure questions are
concise, clear, and relevant to
the meeting.
• Questions submitted ahead of
the meeting will be answered
during general business.
PAGE 11SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

RESOLUTION
& VOTING
SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024PAGE 12

Voting online
To vote, click the vote tab and select your preferred option. Once your vote is cast, a tick will
appear. There is no submit or send button; your selection is automatically recorded, although it
can be changed up until the voting closes.
Need help?
Call Computershare on +64 9 488 8777.
ORDINARY
RESOLUTION
“That the Shareholder Loan, as described in the Notice of
Meeting dated 25 June 2024, be approved under and for
the purposes of NZX Listing Rules 5.1.1(b) and 5.2.1.”
SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024PAGE 13PAGE 13

ASKING A QUESTION ONLINE
• To ask a question, click on the
Q&A icon.
• Click on the box, type your
question, and press submit.
• Your question will be asked
at the appropriate part of the
meeting.
• Please ensure questions are
concise, clear, and relevant to
the meeting.
• Questions submitted ahead of
the meeting will be answered
during general business.
PAGE 14SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

PROXY VOTES CAST
AHEAD OF THE MEETING
ForOpenAgainstTotalAbstain
59,628,428 (56.96%)44,817,146 (42.81%)235,697 (0.23%)104,681,271 4,202
In addition to the proxy votes cast ahead of the meeting, noted in the table above, Synlait received an update from The a2 Milk Company Limited indicating it will vote in favour of the
resolution at the meeting today.
PAGE 15SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

OTHER
BUSINESS
SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024PAGE 16

PAGE 17SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024
ASKING A QUESTION ONLINE
• To ask a question, click on the
Q&A icon.
• Click on the box, type your
question, and press submit.
• Your question will be asked
at the appropriate part of the
meeting.
• Please ensure questions are
concise, clear, and relevant to
the meeting.
• Questions submitted ahead of
the meeting will be answered
during general business.

THIS CONCLUDES SYNLAIT’S
SPECIAL SHAREHOLDERS’ MEETING
PAGE 18SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024

DISCLAIMER
This presentation is given on behalf of Synlait Milk Limited
(Synlait). Information in this presentation:
• comprises a statement or report made to or for the
purposes of a meeting of Synlait’s shareholders and is
provided for general information purposes only, and is
not an offer or invitation for subscription, purchase, or
recommendation of securities in Synlait;
• should be read in conjunction with, and is subject to,
Synlait’s audited Annual Report for the twelve months
ended 31 July 2023, prior annual and interim reports
and Synlait’s market releases on the NZX and ASX;
• includes forward-looking statements about Synlait and
the environment in which Synlait operates which are
subject to uncertainties and contingencies outside of
Synlait’s control. Synlait’s actual results or performance
may differ materially from these statements;
• includes statements relating to past performance,
which should not be regarded as a reliable indicator of
future performance;
• may contain information from third parties believed to
be reliable; however, no representations or warranties
are made as to the accuracy or completeness of such
information; and
• is current at the date of this presentation, unless
otherwise stated. Synlait is not under any obligation to
update this presentation at any time after its release,
whether as a result of new information, future events
or otherwise.
All currency amounts are expressed in New Zealand
Dollars unless otherwise stated and figures, including
percentage movements, are subject to rounding.
Similarly, unless otherwise indicated, all references to a
year in the presentation are for the financial year ended
31 July 2023.
Synlait, its directors, employees and/or shareholders shall
have no liability whatsoever to any person for any loss
arising from this presentation or any information supplied in
connection with it. Nothing in this presentation constitutes
financial, legal, tax or other advice.
Synlait has been designated as a “Non-Standard” (NS)
issuer by NZX due to the nature of the company’s
constitution. In particular, Bright Dairy and Food Co Limited
(which holds its shares in Synlait through its wholly-owned
subsidiary, Bright Dairy Holding Limited) has the right
to appoint four directors to the board of Synlait. Further
details of these director appointment rights are included on
pages 144 to 147 of Synlait’s Annual Report for the financial
year ended 31 July 2023.
For the purposes of this Disclaimer and Important Notice,
“presentation” means this presentation, any presentation of
this presentation by Synlait and any question and answer
session that follows that presentation.
SPECIAL SHAREHOLDERS’ MEETING PRESENTATION 2024PAGE 19PAGE 19