Synlait announces recapitalisation, SSM & FY24 results date

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



NZX: SML
ASX: SM1

20 August 2024

Synlait announces recapitalisation, Special Shareholders’ Meeting and FY24
results date

Synlait Milk Limited (Synlait) advises that it has agreed terms of a recapitalisation, including aggregate new
equity of $217.8 million, with its two largest shareholders, and that it is in the final stages of a refinancing of
its bank facilities.

The recapitalisation will require a Special Shareholders’ Meeting which will be held on Wednesday 18
September 2024 at 9.00 am, both in person at Synlait's Dunsandel facility (1028 Heslerton Road, RD13
Rakaia, Canterbury, New Zealand) and online at: www.meetnow.global/nz.

The meeting is a critical step for shareholders to determine the future of Synlait. To reduce Synlait’s debt,
shareholders are being asked to approve by way of ordinary resolutions the issuance of approximately
$217.8 million of new equity capital by way of:

• a $185 million issue of shares to Bright Dairy Holding Limited (Bright Dairy) at an issue price of $0.60 (a
100% premium to the closing price of Synlait's shares on the NZX Main Board on 15 August 2024 (which
was the last undisturbed share price prior to announcement of the settlement with The a2 Milk
Company and its support of Synlait's equity raise, and a 40% premium to the issue price of $0.43 for the
a2MC placement)), which will increase its shareholding in Synlait from 39.01% to 65.25% (Bright Dairy
placement); and

• a $32.8 million issue of shares to The a2 Milk Company (a2MC) at an issue price of $0.43 (a 43%
premium to the closing price of Synlait's shares on the NZX Main Board on 15 August 2024 (which was
the last undisturbed share price prior to announcement of the settlement with a2MC and its support of
Synlait's equity raise), which will result in its holding of 19.83% being retained (a2MC placement). The
settlement with a2MC and A2 Infant Nutrition Limited announced on 16 August 2024 is conditional on a
number of matters including the Bright placement and a2MC placement and accordingly has been
included in the resolution to approve the a2MC placement.

Synlait Chair George Adams commented: “This equity raise is critical for Synlait’s future. We followed a
rigorous process, which included taking independent expert advice, to consider a range of options under
the circumstances Synlait is facing.”

“If the resolutions are not passed, it’s likely Synlait would need to cease trading and initiate a formal
insolvency process. We are particularly grateful for the continued support of our two major shareholders,
Bright Dairy and The a2 Milk Company. Their investment demonstrates their deep commitment to Synlait’s
future,” said George.

The equity raise will only complete if it does so concurrently with the refinancing of Synlait’s bank facilities.
The equity raise, the settlement with a2MC, and the bank refinancing are inter-conditional and therefore
must all be approved and occur contemporaneously (or substantially contemporaneously) with each other,
or not at all. Completion of all three components is expected on 1 October 2024.

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

Importance of the resolution to Synlait’s future

If either resolution for the respective placements does not pass, the placements, the settlement with a2MC
and the bank refinancing would not complete and Synlait would be unable to repay debt and reset its
balance sheet.

In this situation, Synlait would likely need to cease trading and initiate a formal insolvency process unless it
were to become clear that further support would be forthcoming from its existing banks. Further, even if the
Board were to form the view in these circumstances that Synlait could continue trading, the existing banks
may seek to initiate a formal insolvency process, such as appointing a receiver, were Synlait to default on
its obligations to those banks. All tranches of the existing bank facilities (other than tranches with a
combined limit of approximately $62 million) are due to mature on 1 October 2024 and all amounts
outstanding under those tranches must be repaid by Synlait on or before that date if not refinanced.

Support of Synlait's two major shareholders

The size of the required recapitalisation is significant, with the proposed proceeds to be raised under the
equity raise representing around three times Synlait’s current market capitalisation. Raising that amount of
new equity capital is highly challenging in any circumstance but is particularly so for Synlait given its current
over-geared financial position and recent financial underperformance.

Accordingly, after taking external financial advice, the Independent Directors formed the view that the
optimal offer structure for the company and its shareholders is via the placements to its two major
shareholders, Bright Dairy and a2MC.

George Adams commented: “The Board acknowledges the strong support retail shareholders have
provided to Synlait, especially with the recent approval of the $130 million shareholder loan. We are
extremely grateful for this. However, the selected equity raise structure provides the greatest certainty of
reducing Synlait’s debt in the shortest timeframe and at a more favourable price than alternative structures.
This is critical to resetting our balance sheet and will hopefully reward all shareholders for their long-term
and loyal support as we work to restore confidence in our company.”

The Independent Directors unanimously recommend shareholders vote in favour of the ordinary resolutions
relating to each of Bright Dairy and a2MC.

Bright Dairy appointed Director to the Synlait Board, Julia Zhu added: “We remain confident about the long-
term prospects for Synlait in the global nutrition market. We first invested in Synlait almost 15 years ago and
our decision to invest at this critical juncture reflects our long-term commitment to Synlait, its shareholders,
employees, customers and suppliers.”

Voting intentions of major shareholders

Bright Dairy has confirmed that it intends to vote in favour of the resolution relating to the a2MC placement
and a2MC settlement. a2MC has confirmed that it intends to vote in favour of the resolution relating to the
Bright Dairy placement, subject to the Independent Directors not changing or withdrawing their
recommendation. Bright Dairy and a2MC are unable to vote on the ordinary resolutions relating to their
own respective placements.

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

Independent report

In accordance with the NZX Listing Rules and the Takeovers Code, the Board commissioned an
independent report for shareholders to support their consideration of the resolutions. Shareholders should
read the report prepared by Northington Partners in full alongside the notice of meeting.

Overall, Northington Partners concluded that:
• on balance and having regard to all relevant factors, the merits of the Bright Dairy placement, a2MC
placement and a2MC settlement outweigh the negative aspects and are in the best interests of
existing Synlait shareholders; and

• in its opinion, the terms and conditions of both the Bright Dairy placement and the a2MC placement
and the settlement collectively are fair to Synlait shareholders not associated with Bright Dairy or
a2MC.


Synlait bonds – potential change of control giving right to early redemption

If the equity raise completes, a change of control event will occur regarding the SML010 bonds and holders
will have the right to redeem their bonds early at: www.synlaitbond.co.nz.

A separate announcement is being made today about the potential early redemption of the bonds, and
further information is set out on pages 15 and 16 of the notice of meeting.

Synlait constitution

Shareholders are also being asked to approve certain administrative changes to the constitution of Synlait,
which would become effective on completion of the Bright Dairy placement. The changes are to remove
provisions which will become redundant under the existing constitution once Bright Dairy increases its
shareholding above 50%. The changes to the constitution require approval by way of a special resolution
(75% or more of shareholders entitled to vote). All directors unanimously recommend that shareholders
vote in favour of this special resolution.

Supply chain constraint

Synlait notes there has been an operational and temporary supply chain constraint affecting Synlait
primarily in July 2024, which contributed to the withdrawal of FY24 guidance at that time and extended into
August. The impact on Synlait’s FY24 results is still being considered. Shipping and manufacturing are
returning to normal and Synlait does not currently expect material supply chain disruptions to flow into
FY25.

FY24 results

Synlait will announce its full year results for the 12 months ending 31 July 2024 on Monday 30 September
2024. Further details will be released closer to the time.

On 17 July 2024, Synlait withdrew its FY24 guidance of $45 million to $60 million, excluding a non-cash
adjustment for the product costing method change of approximately $17 million, advising that its final
EBITDA result will be below the bottom of that range.

Synlait remains unable to provide an update on its expected FY24 results at this time. It continues to work
through its year end processes including audit and impairment testing, but is not yet in a position to know

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

the impacts of certain one-off events that occurred late in FY24, including as noted above. Synlait remains
on track to meet its minimum adjusted EBITDA for FY24 for bank covenant purposes.

Important information

George Adams commented: “Important information about the matters to be voted on is set out in detail
within the notice of meeting along with the independent report. We strongly encourage all shareholders to
read both documents in their entirety ahead of the September 18 shareholders' meeting.”

A copy of the notice of meeting, the independent report prepared by Northington Partners and a copy of
Synlait's constitution showing the proposed amendments may be reviewed on Synlait’s website at:
www.synlait.com/investors.

The deadline for returning proxy votes is 9.00 am on Monday, 16 September 2024.


For more information contact:
Media & Investors
Jo Scott
Communications Lead
P: +64 21 883 123
E: jo.scott@synlait.com

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PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2024 SPECIAL MEETING
APPOINTMENT OF PROXY OR CORPORATE REPRESENTATIVE
If you do not plan to attend and vote at the Special Meeting, you
may appoint a proxy to attend and vote on your behalf. If you are a
corporate shareholder, you may appoint a corporate representative
to attend and vote on your behalf. You can appoint anyone to act
as your proxy or corporate representative. Your proxy or corporate
representative does not have to be another Synlait shareholder. The
Chair of the meeting, and the other Synlait Directors, are willing to act
as proxy or corporate representative for shareholders. However, please
refer to the “Voting Restrictions” section below.
If you do not name a proxy but otherwise complete the form, or your
named proxy does not attend the meeting, then the Chair of the
meeting will act as your proxy to cast any express votes indicated in
your Proxy Form, subject to certain restrictions explained below.
To appoint a proxy or corporate representative, enter the name of your
proxy or corporate representative, or ‘Chair’ in the space allocated in
‘Step 1’ and complete this form. Alternatively, you can appoint a proxy or
corporate representative online at: www.investorvote.co.nz
If your proxy is not the Chair of the meeting, or any other Synlait
Director, and they are attending the meeting online, please ensure that
you provide your proxy’s phone and email address when completing
the Proxy Form. If this information is not provided, we cannot guarantee
admission of your proxy to the online meeting.
VOTING RESTRICTIONS
Ordinary Resolution 1
Bright Dairy Holding Limited and its Associated Persons (as that term
is defined in the NZX Listing Rules) are prohibited from voting in favour
of Ordinary Resolution 1 (as described on page 2) as a result of NZX
Listing Rule 6.3.1, and Bright Dairy Holding Limited and its associates (as
that term is defined in the Takeovers Code) are prohibited from voting
on Ordinary Resolution 1 as a result of Rule 17 of the Takeovers Code,
provided that any such person may act as a proxy for a person who is
entitled to vote, in accordance with express directions on this Voting/
Proxy Form to vote for or against the resolution. Synlait will disregard
any votes cast in favour of, or on, the resolution by any persons who
are prohibited from voting in favour of, or voting on, the resolution (as
applicable) and who are not acting as proxy on the express direction of
another person.
Ordinary Resolution 2
The a2 Milk Company Limited (or a wholly-owned subsidiary of The
a2 Milk Company Limited who is to be issued the Shares referred to
in Ordinary Resolution 2) and its Associated Persons (as that term is
defined in the NZX Listing Rules) are prohibited from voting in favour
of Ordinary Resolution 2 (as described on page 2) as a result of NZX
Synlait Milk Limited (Synlait) has called a Special Meeting to be held on Wednesday 18 September 2024 at 9.00am (NZT). The Special Meeting
will be held in person at Synlait's Dunsandel facility, located at 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand, and online via the
Computershare meeting platform at: www.meetnow.global/nz
Listing Rule 6.3.1, provided that any such person may act as a proxy for a
person who is entitled to vote, in accordance with express directions on
this Voting/Proxy Form to vote for or against the resolution. Synlait will
disregard any votes cast in favour of the resolution by any persons who
are prohibited from voting in favour of the resolution and who are not
acting as proxy on the express direction of another person.
Ordinary Resolutions Inter-Conditional
Ordinary Resolution 1 and Ordinary Resolution 2 are inter-conditional,
such that if one resolution is not passed, neither of Ordinary Resolution
1 and Ordinary Resolution 2 will be implemented.
Special Resolution 1
Special Resolution 1 is conditional on Ordinary Resolution 1 being
passed for the amendments to the constitution of Synlait to be
effective. This means that if Ordinary Resolution 1 is not passed, Special
Resolution 1 will not be implemented.
VOTING
Direct your proxy or corporate representative how to vote by marking
one of the boxes opposite each item of business. If you do not mark a
box your proxy or corporate representative may vote as they choose.
The Chair and the other Synlait Directors intend to vote all discretionary
proxies in favour of the resolutions to the extent permitted by law, the
NZX Listing Rules, the ASX Listing Rules and Synlait’s Constitution.
If you mark more than one box next to an item of business, your vote will
be invalid on that item.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual holding
Where your shareholding is in a single name, the shareholder or their
attorney
1
must sign this Proxy Form.
Joint holding
Where your shareholding is in more than one name, all the
shareholders, or their attorneys
1
, should sign.
Corporate shareholder
This Proxy Form must be signed by a duly authorised officer acting
under express or implied authority of the corporate shareholder, or
a director jointly with another director where there is more than one
director, or the sole director, or an attorney¹ appointed by the company.
1. If this Proxy Form is signed under a power of attorney, it must be
accompanied by:
• a copy of the Power of Attorney, certified by a Solicitor, Justice of the
Peace or Notary Public (unless it has already been noted by Synlait or
Computershare Investor Services Limited); and
• a signed certificate of non-revocation of the power of attorney.
Lodge your proxy online, 24 hours a day, 7 days a week at: www.investorvote.co.nz
YOUR SECURE ACCESS INFORMATION
Control Number: CSN/Shareholder Number:
Please note: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.
FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 9.00AM ON MONDAY 16 SEPTEMBER 2024
LODGE YOUR PROXY
Online: www.investorvote.co.nz
By mail: Computershare Investor Services Limited Private Bag 92119,
Auckland 1142, New Zealand (if mailing within New Zealand, use the
pre-paid envelope provided, and if mailing from outside New Zealand,
use the return envelope but add postage).
Name Line 1
Name Line 2
Address Line 1
Address Line 2
Address Line 3
Address Line 4
Scan the QR code
to vote now.

PROXY/CORPORATE REPRESENTATIVE VOTING FORM
STEP 1: APPOINT A PROXY/CORPORATE REPRESENTATIVE TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Synlait Milk Limited

hereby appoint of
or failing that person of
as my/our proxy/corporate representative to act generally at the Special Meeting of Shareholders of Synlait to be held on Wednesday 18
September 2024 commencing at 9.00am (NZT) or, any adjournment thereof, on my/our behalf, and to vote in accordance with the following
directions, or if ‘Proxy Discretion’ or no vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by law, Synlait’s Constitution
and the relevant listing rules) on the resolutions listed below, and on any resolution(s) to amend any of the resolution(s), or any resolution(s) so
amended, and on any other resolution(s) proposed at the meeting (or any adjournment thereof) to give effect to my/our intention as set out
below where possible.
If your proxy is not the Chair of the meeting or another Director of Synlait Milk Limited, please ensure that you provide their contact details
(phone and email address) below. If this information is not provided, your proxy’s admission to the online meeting is not guaranteed.
Proxy contact details
Phone Email
STEP 2: VOTING INSTRUCTIONS
Please note if you mark the ‘Abstain’ box for an item, you are directing your proxy or corporate representative not to vote on your behalf,
and your votes will not be counted in calculating the required majority. If you do not mark a box, or mark ‘Proxy Discretion’ your proxy or
corporate representative may determine whether and how to vote. If you mark more than one box, your vote on that resolution is invalid.
This form is to be used to vote as follows on the following resolutions (add a tick to the box to indicate your vote):
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting will have the opportunity to ask questions. If you cannot attend the Special Meeting but would like to
ask a question you can email it to: investors@synlait.com
Questions need to be submitted by 9:00am on Monday 16 September 2024. The Board will answer questions at the meeting as further
described in the Notice of Meeting.
SIGN: SIGNATURE AND NAME OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED.
Name
Shareholder 1 – Individual / Sole
Director/Director, Authorised
Signatory/Attorney (Please select one)
Name
Shareholder 2 – Individual / Director,
Authorised Signatory or Attorney (if
more than one) (Please select one)
Name
Shareholder 3 – Individual /
Authorised Signatory or Attorney 3
(Please select one)
ForAgainstAbstain
Proxy
Discretion
Ordinary Resolutions
Ordinary
Resolution 1:
“That, subject to Ordinary Resolution 2 being passed, the issuance of
308,333,333 shares to Bright Dairy Holding Limited at an issue price of 60
cents per share, contemporaneously (or substantially contemporaneously) with
the occurrence of the matters contemplated in Ordinary Resolution 2 and the
Bank Refinancing, as described in the Notice of Meeting dated 20 August 2024,
be approved for all purposes, including under NZX Listing Rules 4.2.1 and 5.2.1
and Rule 7(d) of the Takeovers Code.”
Ordinary
Resolution 2:
“That, subject to Ordinary Resolution 1 being passed: (i) the issuance of
76,283,104 shares to The a2 Milk Company Limited (or, at its direction, a wholly-
owned subsidiary of The a2 Milk Company Limited) at an issue price of 43
cents per share; and (ii) the settlement deed dated 16 August 2024 between
Synlait, Synlait Milk Finance Limited, A2 Infant Nutrition Limited and The a2
Milk Company Limited becoming effective, in each case contemporaneously
(or substantially contemporaneously) with the occurrence of the matters
contemplated in Ordinary Resolution 1 and the Bank Refinancing and as
described in the Notice of Meeting dated 20 August 2024, be approved for all
purposes, including under NZX Listing Rules 4.2.1 and 5.2.1.”
Special Resolution
Special
Resolution 1:
“That, subject to Ordinary Resolution 1 being passed, Synlait Milk Limited’s
constitution be amended, with effect from the issuance of 308,333,333 shares
to Bright Dairy Holding Limited contemplated by Ordinary Resolution 1, as
described in the Notice of Meeting dated 20 August 2024.”

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DR
AFT
Constitution ofSynlait
Milk Limited
Under the Companies Act 1993

Constitution of Synlait Milk Limited | page 2Constitution of Synlait Milk Limited | page 2
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Constitution of Synlait MilkLimited2
1.Defined terms andinterpretation7
1.1Definedterms7
1.2Construction9
1.3Use of electronicmeans9
1.4Receipt of electroniccommunications10
2.The Constitution, theActandtheListingRules10
2.1The Act10
2.2Incorporation of ListingRules10
2.3Listing Rulesprevail10
2.4Compliance with Listing Rules10
2.5NZX Rulings10
2.6Effect of failure to comply10
2.7Changes to Listing Rules11
2.8Purpose statement11
2.9Stakeholder consideration11
3. Rights attaching to Shares11
3.1Existing ordinary Shares11
3.2New Shares12
3.3Alteration of Rights12
4. Issue of new Equity Securities12
4.1Issue of new Equity Securities12
4.2Consolidation and subdivision of Shares12
4.3Bonus issues12
4.4Treasury Stock13
4.5Entitlements to Third Party Financial Products13
5. Buybacks and redemptions of Shares and financial assistance13
5.1Powers13
5.2Permitted financial assistance13
6. Call on Financial Products14
6.1Ability to call14
6.2Call deemed made14
6.3Joint holders’ liability14
6.4Unpaid calls to accrue interest14
6.5Payment on allotment14
6.6Proof of Holding14
6.7Directors’ discretion to differentiate14
6.8Payments in advance14
6.9Cancellation of amount due15
7. Lien on Financial Products15
7.1Lien on unpaid and partly paid Financial Products15
7.2Power of sale15
7.3Absolute title of purchaser15
7.4Application of sale proceeds15
Constitution of Synlait MilkLimited

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8. Forfeiture of Shares15
8.1Notice15
8.2Forfeiture16
8.3Sale of forfeited Financial Products16
8.4Application of sale proceeds16
8.5Absolute title of purchaser16
8.6Consequences of forfeiture16
8.7Evidence of forfeiture16
8.8Failure to submit evidence of title not forfeiture16
9. Transfer of Shares16
9.1Right to transfer16
9.2Stock exchange transfers16
9.3Other forms of transfer17
9.4Delivery to Company17
9.5Board may refuse to register17
9.6When transfer effective17
9.7Company to retain transfer17
9.8Multiple Registers17
9.9Compulsory disposal when holding less than Minimum Holding17
9.10Financial Products other than Shares18
10. Transmission18
10.1Transmission on death of holder18
10.2Rights of Personal Representatives18
10.3Joint Personal Representatives18
10.4Refusal of Transfer18
11. Exercise of powers of Shareholders19
11.1Alternative forms of meeting19
11.2Powers exercisable by Ordinary Resolution19
12. Meetings of Shareholders19
12.1Annual meetings19
12.2Time and place of annual meeting19
12.3Special meetings19
12.4Calling of special meetings19
12.5Equity Security holders entitled to attend19
12.6Meetings of Interest Groups19
13. Notice of meetings of Shareholders20
13.1Written notice20
13.2Contents of notice20
13.3Form of resolutions20
13.4Waiver of notice irregularity20
13.5Notice of adjourned meeting20
14. Proceedings at meetings of Shareholders20
14.1Requirement for quorum20
14.2Quorum21
14.3Lack of quorum21
14.4Regulation of procedure21
14.5Adjournment of meeting21
14.6Dissolution of disorderly meeting21

Constitution of Synlait Milk Limited | page 4Constitution of Synlait Milk Limited | page 4
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14.7Completion of unfinished business if meeting dissolved21
15. Chairperson of meetings of Shareholders21
15.1Chairperson21
15.2Directors may appoint chairperson22
15.3Shareholders may appoint chairperson22
16. Voting at meeting of Shareholders22
16.1Voting at meeting in one place22
16.2Voting at audio/visual meeting22
16.3Voting by electronic means22
16.4Postal votes22
16.5Entitlement to vote22
16.6Number of votes22
16.7Vote of overseas protected persons23
16.8Declaration by chairperson23
16.9Chairperson not allowed casting vote23
16.10Joint Shareholders23
17. Restrictions on voting23
17.1Proportional vote when amount owing on Financial Product23
17.2Voting restrictions23
17.3Exception23
17.4Disqualified person may act as proxy23
17.5Discovery of disqualified persons23
17.6Meeting not void24
18. Polls24
18.1Right to demand poll24
18.2When poll may be demanded24
18.3When poll taken24
18.4Poll procedure24
18.5Votes24
18.6Scrutineers24
18.7Declaration of result25
19. Proxies and corporate representatives25
19.1Proxies permitted25
19.2Form of proxy25
19.3Lodging proxy25
19.4Validity of proxy vote25
19.5Corporate representatives25
19.6Form of notice of proxy25
20. Minutes of Shareholder meetings26
21. Shareholder proposals and management review26
21.1Shareholder proposals26
21.2Management review by Shareholders26
22. Directors26
22.1Directors’ shareholding qualifications26
22.2Number of Directors26
22.3Independent Directors26
22.4Appointment by Shareholders26

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22.5Appointment by the Bright Shareholder26
22.6Appointment by Board2726
22.7Existing Directors to continue2726
22.8Rotation of Directors27
22.9Exceptions to rotation27
22.10Re-election of retiring Director27
22.11Nomination of Directors27
22.12Nomination process27
22.13Restriction on appointment of several Directors by single resolution2827
22.14Vacation of office2827
22.15Determination of Independent Directors28
23. Alternate Directors2928
23.1Power to appoint2928
23.2Rights of Alternate Director2928
23.3Remuneration and expenses29
23.4Cessation of appointment29
24. Managing Director29
24.1Appointment29
24.2Resignation3029
24.3Remuneration3029
25. Proceedings of the Board3029
25.1Third schedule of Act not to apply3029
25.2Alternative forms of meeting3029
25.3Procedure30
25.4Notice of meeting30
25.5Director may convene meeting31
25.6Waiver of notice irregularity3231
25.7Quorum3231
25.8Insufficient number of Directors3231
25.9Election of chairperson3231
25.10Voting32
25.11Written resolution32
25.12Committees3332
25.13Validity of actions3332
25.14Minutes3332
26. Interests of Directors3332
26.1Disclosure of Interests3332
26.2Personal involvement of Directors3332
26.3Interested Directors may not vote33
26.4Exception to voting prohibition3433
27. Directors’ remuneration3433
27.1Fixing remuneration3433
27.2Increase in number of Directors3433
27.3Notice of increase3433
27.4Board's discretion34
27.5Executive Directors34
27.6Expenses34
27.7Special remuneration34
27.8Director may hold another office or place of profit3534

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28. Indemnity and insurance3534
28.1Indemnity of Directors3534
28.2Other indemnities3534
28.3Exceptions35
28.4Insurance35
28.5Definitions3635
29. Distributions3635
29.1Power to authorise3635
29.2Form of Distribution3635
29.3Currency of payment36
29.4Entitlement to dividends36
29.5Deduction of money3736
29.6Method of payment3736
29.7No interest on Distributions3736
29.8Payment of small dividend amounts3736
29.9Unclaimed Distributions3736
30. Notices37
30.1Method of service37
30.2Service of notices overseas37
30.3Accidental omissions3837
30.4Joint Shareholders3837
30.5Shareholder deceased or bankrupt3837
30.6Waiver by Shareholders3837
31. Inspection records3837
31.1Inspection by Directors3837
31.2Inspection by Shareholders3837
32. Method of contracting3837
32.1Deeds and material contracts38
33. Liquidation38
33.1Distribution of assets38
Schedule 1 to Constitution4039

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Constitution of Synlait Milk Limited
1. Defined terms and interpretation
1.1 Defined terms
In this Constitution, unless the context otherwise requires:
Act means the Companies Act 1993;
Alternate Director means a Director appointed pursuant to clause 23;
Board means the Directors who number not less than the required quorum acting together as
the board of Directors of the Company;
Bright Director means a Director appointed by the Bright Shareholder pursuant to provisions of
the Company’s constitution in force prior to this Constitution;
Bright Group Company means any company which is a subsidiary as defined by section 5(1)
of the Act, of Bright Dairy and Food Co Limited;
Bright Shareholder means Bright Dairy Holding Limited or any Bright Group Company to
whom Bright Dairy Holding Limited (or any other Bright Group Company) has transferred all
of its Shares.;
Business Day means a time between 8.30am and 5.30pm on a day on which NZX is open
for trading;
Class means a class of Financial Products having identical rights, privileges, limitations and
conditions, and includes or excludes Financial Products which NZX in its discretion deems to
be, or not to be, of that Class;
Company means Synlait Milk Limited;
Constitution means this constitution, as altered from time to time;
Director means a person appointed as, or holding the office of, a director of the Company;
Distribution means, in relation to a distribution by the Company to a Shareholder:
(a)the direct or indirect transfer of money or property, other than Shares, to or for the
benefit of a Shareholder; or
(b)the incurring of a debt to or for the benefit of a Shareholder,
in relation to Shares held by that Shareholder, whether by means of a purchase of property, the
redemption or other acquisition of Shares, a distribution of indebtedness or by some other
means;
Equity Security means an Equity Security as defined in the Listing Rules, which has been
issued, or is to be issued, by the Company, as the case may require;
Financial Product has the meaning given to it in the Listing Rules;
Independent Director has the meaning given to it in the Listing Rules;
Initial Percentagemeans the number of ordinary Shares held by the Bright Shareholder at
the time the Company is Listed divided by the total number of ordinary Shares in the
Company on issue at the time the Company is Listed, expressed as a percentage;
Interested has the meaning given to it in section 139 of the Act;

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Interest Group, in relation to any action or proposal affecting rights attached to Shares, means
a group of Shareholders:

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(a)whose affected rights are identical; and
(b)whose rights are affected by the action or proposal in the same way; and
(c)who comprise the holders of one or more Classes except, where action is taken in
relation to some holders of Shares in a Class and not others or a proposal expressly
distinguishes between some holders of Shares in a Class and other holders of Shares in
that Class, the holders of Shares in that Class may fall into two or more Interest Groups;
Listed means a company that is a party to a listing agreement with NZX under which such
company agrees to comply with the Listing Rules and NZX agrees to administer the
listing;
Listing Rules means the NZX listing rules of NZX in force from time to time;
Managing Director means a Director appointed by the Board to the office of managing
director in accordance with clause 24 of this Constitution;
MAP has the meaning given to it in the Listing Rules;
Minimum Holding has the meaning given to it in the Listing Rules;
NZX means NZX Limited, its successors and assigns and, as the context permits, includes
any duly authorised delegate of NZX (including the NZ Markets Disciplinary Tribunal);
NZX Corporate Governance Code means the corporate governance code published by NXZ
from time to time;
NZX Main Board means the main board equity security market operated by NZX;
NZ Markets Disciplinary Tribunal has the meaning given to it in the Listing Rules;
Ordinary Resolution means a resolution that is approved by a simple majority of the votes
of those Shareholders entitled to vote and voting on the question;
Personal Representative means:
(a)in relation to a deceased individual Shareholder, the executor, administrator or trustee
of the estate of that Shareholder;
(b)in relation to a bankrupt individual Shareholder, the assignee in bankruptcy of
that Shareholder; and
(c)in relation to any other individual Shareholder, a person appointed or deemed to have
been appointed to administer property under the Protection of Personal and Property
Rights Act 1988, a manager appointed or deemed to have been appointed thereunder, and
a donee of an enduring power of attorney complying with that Act;
Quoted has the meaning given to that term in the Listing Rules;
Register or Share Register means the share register of the Company required to be kept
under section 87 of the Act;
Representative means a person appointed as a proxy or a Personal Representative;
Ruling has the meaning given to it in the Listing Rules;
Share means a share issued, or to be issued, by the Company, as the case may require;
Shareholder means:
(a)a person whose name is entered in the Share Register as the holder for the time being
of one or more Shares;

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(b)until the person’s name is entered in the Share Register, a person named as a
Shareholder in an application for the registration of the Company at the time of
registration of the Company; and
(c)until the person’s name is entered in the Share Register, a person who is entitled to
have that person’s name entered in the Share Register as a Shareholder under a
registered amalgamation proposal in respect of which the Company is the amalgamated
company;
Special Resolution means a resolution approved by a majority of 75% or more of the votes
of those Shareholders entitled to vote and voting on the question;
Subsidiary means a subsidiary of the Company as defined in the Listing Rules; and
Treasury Stock means Shares held by the Company under provision in the Act which enable
treasury stock to be held by the Company and includes Shares held by a Subsidiary other than
in accordance with section 82(6) of the Act.
1.2 Construction
In this Constitution, unless the context otherwise requires:
(a)the headings appear as a matter of convenience and shall not affect the construction of
this Constitution;
(b)in the absence of an express indication to the contrary, references to sections, clauses
or paragraphs are to sections, clauses and paragraphs of this Constitution;
(c)a reference to any statute, statutory regulations or other statutory instrument includes
the statute, statutory regulations or statutory instrument as from time to time amended
or re- enacted or substituted;
(d)a reference to a Listing Rule includes that Listing Rule as from time to time amended
or substituted;
(e)the singular includes the plural and vice versa and one gender includes the other genders;
(f)the words "written" and "writing" include facsimile communications and any other
means of communication resulting in permanent visible reproduction;
(g)the word "person" includes any association of persons whether corporate or
unincorporate, and any state or government or department or agency thereof, whether or
not having separate legal personality;
(h)words or expressions defined in the Act or the Listing Rules have the same meaning in
this Constitution except as otherwise expressly provided in this Constitution. In the event
of any conflict between a word or expression defined in the Act and in the Listing Rules,
the meaning in the Listing Rules will prevail unless this will result in a failure to comply
with the requirements of the Act or any other legislation or regulatory requirement, in
which case the meaning in the Act will prevail.
1.3 Use of electronic means
Where a legal requirement under the Act is reproduced in this Constitution, that legal
requirement may be met, for the purposes of this Constitution, by using electronic means in
accordance with the Contract and Commercial Law Act 2017 in the same manner as is required
by the Contract and Commercial Law Act 2017 to meet that legal requirement under the Act. In
this clause, the term “legal requirement” has the meaning given to it by the Contract and
Commercial Law Act 2017.

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1.4 Receipt of electronic communications
For the purposes of section 214 of the Contract and Commercial Law Act 2017, a document
under this Constitution which is sent in electronic form and via an electronic communication is
taken to be received:
(a)if sent by the Company, on the Business Day it is sent or the next Business Day if sent
outside normal business hours, provided that the electronic communication was
correctly addressed to the address provided by the addressee for the receipt of electronic
communications and no error message was received by the information systems used by
the Company to send the electronic communication;
(b)if sent to the Company, at the time the electronic communication comes to the attention
of the addressee or such other time as the sender and the Company may agree.
To avoid doubt, any document so sent may be in any widely used electronic form.
2. The Constitution, the Act and the Listing Rules
2.1 The Act
The Company, the Board, each Director and each Shareholder have the rights, powers, duties
and obligations set out in the Act except to the extent that they are negated or modified by this
Constitution.
2.2 Incorporation of Listing Rules
While the Company is Listed, those provisions of the Listing Rules which are required to be
contained or incorporated by reference in this Constitution, as they may be modified by any
Ruling relevant to the Company, will be deemed to be incorporated in this Constitution and
have the same effect as though they were set out in full with any necessary modification.
2.3 Listing Rules prevail
Subject to clause 2.5, while the Company is Listed, if there is any provision in this Constitution
that is inconsistent with the Listing Rules relevant to the Company, the Listing Rules shall
prevail.
2.4 Compliance with Listing Rules
Subject to:
(a)the terms of any Ruling from time to time given by NZX; and
(b)the requirements of the Act and any other applicable legislative or regulatory
requirement, the Company shall, for so long as it is Listed, comply with the Listing Rules.
2.5 NZX Rulings
If NZX has granted a Ruling authorising any act or omission which in the absence of the
Ruling would be in contravention of this Constitution, that act or omission will be deemed to
be authorised by the Constitution, unless a contrary intention appears in the Constitution.
2.6 Effect of failure to comply
Failure to comply with the Listing Rules, or failure to comply with a provision of the
Constitution corresponding with a provision of the Listing Rules, does not affect the validity or
enforceability of any transaction, contract, action, decision or vote taken at a meeting of Equity
Security holders or other matter entered into by, or affecting, the Company. A party to a
transaction or contract who knew of the non-compliance is not entitled to enforce that transaction
or contract. This provision does not limit the rights of any holder of Equity Securities of the
Company against the Company or the Directors.

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2.7 Changes to Listing Rules
Whenever a change is made to the Listing Rules which requires a change to be made to this
Constitution, the Company shall, at the first reasonable opportunity, cause this Constitution to be
changed (as applicable). In the case of changes to those provisions in the Listing Rules which are
contained in this Constitution, the Company shall, at the first reasonable opportunity, cause the
Constitution to be amended (as applicable) and, in the case of changes to those provisions in the
Listing Rules which are incorporated by reference into this Constitution, such amended Listing
Rules shall be deemed to be incorporated into this Constitution by reference on the date
specified in the notice given pursuant to Listing Rule 9.2.1.
2.8 Purpose statement
As a business primarily involved in dairy processing and consumer product manufacturing, the
purpose of Synlait is to seek to deliver returns to shareholders whilst seeking to have an overall
positive impact on society and the environment, including for example, through the following
means:
(a)Seeking to positively impact its customers through the provision of safe and quality
products.
(b)Seeking to positively impact its people by supporting the development of its people and
their health, safety, and wellbeing.
(c)Seeking to positively impact the environment through investing in innovation to improve
the environmental impact from the dairy sector, including on farm emissions. By doing
so, Synlait seeks to support its partners to create a more sustainable dairy supply chain.
2.9 Stakeholder consideration
In discharging their duties under this constitution, the Companies Act and the general law, the
Directors of the Company:
(a)will include in their consideration, where determined relevant by the Directors, the
following factors:
(i)the likely consequences of any decision or act of the company in the long term;
and
(ii)the interests of the company’s employees; and
(iii)the need to foster the company’s business relationships with suppliers, customers
and others; and
(iv)the impact of the company’s operations on the community and the environment;
and
(v)the desirability of the company maintaining a reputation for high standards of
business conduct; and
(vi)the interests of the shareholders of the company; and
(vii)the ability of the company to create an overall positive impact on society and the
environment; and
(b)Need not give priority to a particular factor referred to in paragraph (a) over any other
factor (included in paragraph (a) or otherwise).
3. Rights attaching to Shares
3.1 Existing ordinary Shares
Each ordinary Share in the Company at the date of adoption of this Constitution confers on
the holder the following rights (in addition to the rights set out elsewhere in this
Constitution):
(a)subject to the rights of holders of any Shares or other Equity Securities which confer
special rights as to dividends, the right to an equal Share in dividends authorised by
the Board; and

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(b)subject to the rights of holders of any Shares or other Equity Securities which confer
special rights as to surplus assets, the right to an equal Share in the Distribution of
surplus assets of the Company.
3.2 New Shares
Subject to clause 4, further Shares in the Company (including different Classes of
Equity Securities) may be issued which:
(a)rank equally with, or in priority to, existing Shares in the Company; or
(b)have deferred, preferred or other special rights or restrictions, whether as to voting
rights or Distributions or otherwise; or
(c)confer preferential rights to Distributions of capital or income; or
(d)confer special, limited or conditional voting rights; or
(e)do not confer voting rights; or
(f)are redeemable in accordance with section 68 of the Act; or
(g)are Convertible; or
(h)have any one or more of the rights or limitations set out in paragraphs (a) to (g).
3.3 Alteration of Rights
The issue by the Company of any further Equity Securities which rank equally with, or in
priority to, any existing Equity Securities, whether as to voting rights or Distributions, shall:
(a)be permitted (subject to clause 4); and
(b)not be deemed to be an action affecting the rights attached to those existing
Equity Securities.
4. Issue of new Equity Securities
4.1 Issue of new Equity Securities
The Board may issue Equity Securities to any person and in any number it thinks fit provided
that, while the Company is Listed, the issue is made in compliance with the Listing Rules. The
provisions of sections 45(1) and 45(2) of the Act shall not apply to any issue or proposed issue of
Equity Securities by the Company.
4.2 Consolidation and subdivision of Shares
Subject to any applicable provisions of the Listing Rules, the Board may:
(a)consolidate and divide Shares or Shares of any Class in proportion to those Shares or
the Shares in that Class; or
(b)subdivide the Shares or Shares of any Class in proportion to those Shares or the Shares
in that Class.
4.3 Bonus issues
Subject to any applicable provisions of the Listing Rules, the Board may resolve to apply
any amount which is available for Distribution to Shareholders either:
(a)in paying up in full Shares or other Financial Products of the Company to be
issued credited as fully paid to:
(i)the Shareholders who would be entitled to that amount if it were distributed
by way of dividend, and in the same proportions; and

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(ii)if applicable, the holders of any other Financial Products of the Company who
are entitled by the terms of issue of those Financial Products to participate in
bonus issues by the Company, whether at the time the bonus issue is made to the
Shareholders, or at some time later, in accordance with their respective
entitlements; or
(b)in paying up any amount which is unpaid on any Shares held by the Shareholders
referred to in paragraph (a)(i).
4.4 Treasury Stock
The transfer by the Company of Treasury Stock of the Company shall be deemed to constitute
an issue of Equity Securities.
4.5 Entitlements to Third Party Financial Products
Entitlements conferred by the holding of Equity Securities of the Company, to Financial Products
of a third party (whether or not that third party is an issuer), shall not be created or conferred
other than in compliance with this clause 4, as if such Financial Products comprised an issue of
Equity Securities of the Company.
5. Buybacks and redemptions of Shares and financial
assistance
5.1 Powers
The Company may in accordance with the provisions, and subject to the restrictions, of the
Act, this Constitution and, while the Company is Listed, the Listing Rules:
(a)make an offer to one or more holders of Shares to acquire Shares in such numbers
or proportions as it thinks fit;
(b)purchase or otherwise acquire Shares issued by it from one or more Shareholders;
(c)purchase or otherwise acquire other Equity Securities from one or more holders;
(d)hold any Shares or other Equity Securities so purchased or acquired as Treasury
Stock; and
(e)redeem any redeemable Shares or other Equity Securities held by one or more
holders, either:
(f)at its option; or
(g)at the option of the holder of the Shares or other Equity Securities if permitted by
the terms of issue; or
(h)on a date specified in this Constitution or the terms of issue of the Shares or other
Equity Securities,
in each case for a consideration that is either specified, calculated by reference to a formula, or
required to be fixed by a suitably qualified person who is not associated with or interested in
the Company as provided in section 68 of the Act.
5.2 Permitted financial assistance
The Company may give financial assistance for the purpose of, or in connection with, the
acquisition of any Shares or other Equity Securities issued, or to be issued, by the Company
provided that the giving of that assistance is in accordance with the provisions of the Act
and, while the Company is Listed, the Listing Rules.

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6. Call on Financial Products
6.1 Ability to call
Subject to the terms of issue of any Financial Product, the Board may resolve to require the
holders of unpaid or partly paid Financial Products to pay all or part of the amount unpaid on
the Financial Products. Notice of the call must be given to the holder at the time of the call or to
a subsequent holder of the Financial Products. Failure to give notice to a holder will not
invalidate a call but it will not be payable by that holder until the notice has been served on the
holder. The notice must specify the day by which and the place at which the call must be paid.
Notice of a call sent by post to a holder to the address recorded in the Register as the address of
the holder, will be deemed to have been served on the holder the day after it was posted. Subject
to clause 6.9, a call may be revoked or postponed at any time by the Board, or may be required
to be paid by instalments.
6.2 Call deemed made
A call shall be deemed to have been made at the time when the resolution of the
Board authorising the call was passed.
6.3 Joint holders’ liability
The joint holders of a Financial Product shall be jointly and severally liable to pay all calls
and instalments due in respect of that Financial Product.
6.4 Unpaid calls to accrue interest
If a sum called in respect of a Financial Product is not paid in full on or before the day appointed
for payment, the person from whom the sum is due will be liable to pay interest on the sum (from
the day appointed for payment to the time of actual payment) at such rate as the Board may
determine either at the time of the call or subsequently. Subject to clause 6.9, the Board may at
its discretion waive payments of any such interest either in whole or in part.
6.5 Payment on allotment
Any sum which by the terms of issue of a Financial Product becomes payable on allotment or at
any fixed date shall for the purposes of this Constitution be deemed to be a call duly made and
payable on the date on which by the terms of issue the same becomes payable and in case of non-
payment all the relevant provisions of this Constitution as to payment of interest and expenses,
forfeiture or otherwise shall apply as if the sum had become payable by virtue of a call duly
made and notified.
6.6 Proof of Holding
On the trial or hearing of any action for the recovery of any money due for any call it shall be
sufficient to prove that the name of the holder of the Financial Product sued is entered in the
Register as the holder or one of the holders of the Financial Products in respect of which such
debt accrued, that the resolution making the call is duly recorded in the records of the Company
and that notice of such call was duly given to the holder sued in pursuance of this Constitution;
and it shall not be necessary to prove the appointment or qualification of the Directors who
made such call nor any other matter whatsoever; and the proof of the matters aforesaid shall be
conclusive evidence of the debt.
6.7 Directors’ discretion to differentiate
The Board may, on the issue of Financial Products, by agreement with the holders
concerned, differentiate between the holders as to the amounts to be paid and the times of
any calls or payment.
6.8 Payments in advance
The Board may if it thinks fit receive from any holder of Financial Products willing to advance
the same all or any part of the money uncalled and unpaid upon any Financial Products held by

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that holder and upon all or any part of the money so advanced may (until the same would, but
for the advance, become payable) pay interest at such rate as may be agreed upon between the
Board and the holder of Financial Products paying the sum in advance; but no holder shall be
entitled as of right to any interest on any money so paid in advance and the Board may decline to
pay any interest. The Board may at any time repay the amount so advanced upon giving to the
holder of Financial Products one months’ notice in writing.
6.9 Cancellation of amount due
No obligation to pay any amount which is unpaid on any Equity Security shall be
cancelled, reduced or deferred without the authority of an Ordinary Resolution.
7. Lien on Financial Products
7.1 Lien on unpaid and partly paid Financial Products
The Company shall have a first and paramount lien on every Financial Product which is not a
fully paid Financial Product (and any dividends or other Distributions in respect of that
Financial Product) for:
(a)all unpaid calls, instalments, premiums or other amounts, and any interest payable
on those amounts, relating to that Financial Product; and
(b)any amounts as the Company may be called upon to pay under any legislation in
respect of that Financial Product.
7.2 Power of sale
If any amount due in respect of a Financial Product on which the Company has a lien is unpaid
for more than 10 Business Days after notice in writing demanding payment has been given to the
holder or the person entitled to receive notices in respect of that Financial Product:
(a)the Company may sell the Financial Product on such terms as the Board determines; and
(b)to give effect to any such sale, the Board may authorise any person to execute a transfer
of the Financial Product to, or at the direction of, the purchaser and may register the
purchaser (or person directed by the purchaser) as the holder of the Financial Product,
discharged from all calls due prior to the purchase.
7.3 Absolute title of purchaser
The title of a purchaser of any Financial Products sold pursuant to clause 7.2 shall not be
affected by any irregularity or invalidity in any sale.
7.4 Application of sale proceeds
The net proceeds of sale of any Financial Product sold pursuant to clause 7.2, after deducting
expenses of sale, shall be applied in and towards satisfaction of any unpaid calls, instalments or
other amounts and any interest on those amounts, and the balance (if any) shall be paid to the
person entitled to the Financial Product at the date of sale. The remedy of any person aggrieved
by such sale shall be in damages only and against the Company exclusively.
8. Forfeiture of Shares
8.1 Notice
If a call, instalment, or other amount owing on a Financial Product is not paid when due, the
Board may give 10 Business Days’ notice to the holder requiring payment of the call, instalment,
or other amount owing together with interest on that amount. The notice shall specify the place
of payment and state that if the notice is not complied with, the relevant Financial Product will
be liable to be forfeited by the holder.

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8.2 Forfeiture
If the notice is not complied with, the Financial Product may, before payment of the
overdue amount has been made, be forfeited by resolution of the Board.
8.3 Sale of forfeited Financial Products
A forfeited Financial Product may be sold or otherwise disposed of on such terms and in such
manner as the Board determines. To give effect to any sale or disposal, the Board may authorise
any person to execute any relevant documentation. The Board may, at any time before the sale
or disposal, cancel the forfeiture.
8.4 Application of sale proceeds
The net proceeds of sale of any forfeited Financial Product shall be applied in the same manner
as set out in clause 7.4.
8.5 Absolute title of purchaser
The title of a purchaser of a forfeited Financial Product shall not be affected by any irregularity
or invalidity in the forfeiture, sale or other disposal of the Financial Product.
8.6 Consequences of forfeiture
A person whose Financial Products have been forfeited shall cease to be a holder in respect of
those Financial Products and shall surrender the Financial Product certificate (if any) for
cancellation but shall remain liable to the Company for all moneys due to the Company at the
date of forfeiture in respect of the Financial Products together with interest thereon.
8.7 Evidence of forfeiture
A statutory declaration by a Director, or any other person authorised by the Board, that a
Financial Product has been forfeited on a specified date, shall be conclusive evidence of
that forfeiture.
8.8 Failure to submit evidence of title not forfeiture
Equity Securities shall not be liable to forfeiture for the failure of persons entitled thereto
(by transmission or otherwise) to submit evidence of title within a specified time.
9. Transfer of Shares
9.1 Right to transfer
Subject to any restrictions contained in this Constitution, a Shareholder or
Personal Representative may transfer any Share:
(a)by an instrument of transfer which complies with this Constitution; or
(b)under a system of transfer approved under the Financial Markets Conduct Act 2013
which is applicable to the Company.
9.2 Stock exchange transfers
A Share which is disposed of in a transaction to which the provisions of the Financial Markets
Conduct Act 2013 apply may be transferred in accordance with the provisions of that Act. Where
an instrument of transfer executed by a transferor outside New Zealand would have complied
with the provisions of that Act if it had been executed in New Zealand, it may nevertheless be
registered by the Company if it is executed in a manner acceptable to the Company or the
Company’s share registrar.

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9.3 Other forms of transfer
An instrument of transfer of Shares to which the provisions of clause 9.2 are not applicable shall:
(a)be in any common form or any other form approved by the Company;
(b)be signed or executed by or on behalf of the transferor; and
(c)if registration as holder of the Share imposes a liability on the transferee, be signed
or executed by or on behalf of the transferee.
9.4 Delivery to Company
An instrument transferring Shares must be delivered to the Company or to the Company’s share
registrar, together with the Share certificate (if any) relating to those Shares, and the transferee
shall provide such evidence as the Company or the Company’s share registrar reasonably
requires to prove the title of the transferor to, or right of the transferor to transfer, the Shares.
9.5 Board may refuse to register
Subject to section 84 of the Act (which imposes certain procedural requirements on a board)
and the Listing Rules, the Board may refuse or delay the registration of the transfer of any
Share if:
(a)the Company has a lien on the Share;
(b)in the case of a transfer by an instrument in writing, it is not accompanied by the
relevant Share certificate (if any);
(c)the transferor fails to produce such evidence as the Board reasonably requires to prove
the title of the transferor to, or right of the transferor to transfer, the Share;
(d)registration of the transfer (together with registration of any further transfer or
transfers then held by the Company and awaiting registration) would result in the
proposed transferee or transferor having a holding below a Minimum Holding; or
(e)in the case of a transfer by an instrument in writing, if it has not been properly completed,
provided that the Board resolves to exercise its power under this clause 9.5 within 30 Business
Days after receipt of the relevant transfer, and notice of the resolution is sent to the transferor
and to the transferee within five Business Days of the resolution being passed by the Board.
9.6 When transfer effective
A transferor of a Share is deemed to remain the holder of the Share until the name of
the transferee is entered in the Share Register in respect of the Share.
9.7 Company to retain transfer
If the Company registers an instrument of transfer it shall retain the instrument.
9.8 Multiple Registers
Subject to the Act and, in particular, the requirement that the principal Register must be kept in
New Zealand, the Share Register may, by resolution of the Board, be divided into two or more
Registers, which may be kept in different places, and may be kept by one or more company
share registrars.
9.9 Compulsory disposal when holding less than Minimum Holding
The Board may at any time give notice to a Shareholder holding less than a Minimum Holding
of Shares of any Class requiring them to purchase additional Shares in the Company such that if
at the expiration of three months after the date the notice is given the Shareholder still holds less
than a Minimum Holding of Shares of that Class, the Board may exercise the power of sale of
those Shares set out in this clause. If that power of sale becomes exercisable:

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(a)the Board may arrange for the sale of the relevant Shares on behalf of the
Shareholder, through the NZX Main Board, or in some other manner approved by
NZX;
(b)the Shareholder shall be deemed to have authorised the Company to act on behalf of
the Shareholder in relation to the sale of the relevant Shares, and to sign all necessary
documents relating to such sale;
(c)the Company shall account to the holder for the net proceeds of sale (after deduction of
reasonable sale expenses and any other amounts owing) which shall be held on trust by
the Company for, and paid (together with interest at such rate (if any) as the Board
deems appropriate) to the Shareholder; and
(d)the title of the purchaser of any Shares sold pursuant to this clause shall not be affected
by any irregularity in the exercise or purported exercise of the power of sale specified in
this clause and the receipt of the Company shall be a good discharge to the purchaser for
the purchase price.
9.10 Financial Products other than Shares
The provisions of this clause 9 shall apply, with any necessary modifications, to Financial
Products of the Company other than Shares except to the extent (if any) provided otherwise by
the terms of issue of such Financial Products, by the Listing Rules or by law.
10. Transmission
10.1 Transmission on death of holder
If a holder of Financial Products dies, the survivor, if the deceased was a joint Shareholder, or
the holder's Personal Representative, shall be the only persons recognised by the Company as
having any title to or interest in the Financial Products of the deceased holder. Nothing in this
clause
10.1 shall release the estate of a deceased joint holder from any liability in respect of any
Financial Product or constitute a release of any lien which the Company may have in respect
of any Financial Product.
10.2 Rights of Personal Representatives
A holder's Personal Representative:
(a)is entitled to exercise all rights (including without limitation the rights to receive
Distributions, to attend meetings and to vote in person or by representative), and is
subject to all limitations, attached to the Financial Products held by that holder; and
(b)is entitled to be registered as holder of those Financial Products, but such registration
shall not operate as a release of any rights (including any lien) to which the Company was
entitled prior to registration of the Personal Representative pursuant to this paragraph (b).
10.3 Joint Personal Representatives
Where a Financial Product is subject to the control of two or more persons as Personal
Representatives, they shall, for the purposes of this Constitution, be deemed to be joint holders
of the Financial Product.
10.4 Refusal of Transfer
Notwithstanding the provisions of clauses 10.1 to 10.3, the Board has the same right to refuse or
delay registration of a transfer of Financial Products as it would have had in the case of a
transfer of the Financial Products by that holder of Financial Products before the appointment of
the Personal Representative.

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11. Exercise of powers of Shareholders
11.1 Alternative forms of meeting
A meeting of Shareholders may be held either:
(a)by a number of Shareholders, who constitute a quorum, being assembled together at
the place, date and time appointed for the meeting;
(b)by a number of Shareholders, who constitute a quorum, participating in the meeting
by means of audio, audio and visual, or electronic communication; or
(c)by a combination of both of the methods described in paragraphs (a) and (b).
11.2 Powers exercisable by Ordinary Resolution
Unless otherwise specified in the Act or this Constitution, a power or right of approval reserved
to Shareholders may be exercised by an Ordinary Resolution.
12. Meetings of Shareholders
12.1 Annual meetings
The Company shall hold an annual meeting in each calendar year, in addition to any
other meetings in that year, not later than:
(a)6 months after the balance date of the Company; and
(b)15 months after the previous annual meeting.
12.2 Time and place of annual meeting
Each annual meeting shall be held at such time and place as the Board appoints.
12.3 Special meetings
All meetings of Shareholders, other than annual meetings, shall be called special meetings.
12.4 Calling of special meetings
A special meeting:
(a)may be called by the Board at any time;
(b)shall be called by the Board on the written request of Shareholders holding Shares
carrying together not less than 5% of the voting rights entitled to be exercised on any
of the questions to be considered at the meeting.
12.5 Equity Security holders entitled to attend
Equity Security holders of all Classes (whether or not they have the right to vote) are entitled to
attend meetings of Shareholders and to receive copies, or have access to electronic copies, of all
notices, reports and financial statements issued generally to the holders of all Financial Products
entitled to vote at meetings of Shareholders but are not entitled to vote at any such meeting
unless otherwise provided by the terms of the relevant Equity Securities.
12.6 Meetings of Interest Groups
A meeting of the Shareholders constituting an Interest Group may be called by the Board at any
time. All the provisions of this Constitution relating to meetings of Shareholders shall apply, with
all necessary modifications, to meetings of Interest Groups, except that:
(a)the necessary quorum for a meeting is one Shareholder having the right to vote at
the meeting, present in person or by Representative;
(b)any Shareholder in the relevant Interest Group, present in person or by
Representative, may demand a poll; and

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(c)if the Board so elects, one meeting may be held of Shareholders constituting more
than one Interest Group, so long as voting at that meeting is by way of a poll, and
proper arrangements are made to distinguish between the votes of the Shareholders in
each Interest Group.
13. Notice of meetings of Shareholders
13.1 Written notice
(a)Subject to clause 13.1(b), written notice of the time and place of a meeting of
Shareholders shall be sent to every Shareholder entitled to receive notice of the meeting
and to every Director, and to the auditor of the Company, not less than 10 Business
Days before the meeting or, while the Company is Listed, such longer period as may be
required by the Listing Rules or recommended by the NZX Corporate Governance
Code.
(b)A meeting of Shareholders may, with the consent of all Shareholders entitled to attend
and vote at a meeting, be convened by such shorter notice and in such manner as those
Shareholders agree.
13.2 Contents of notice
A notice of meeting shall:
(a)state the nature of the business to be transacted at the meeting in sufficient detail to
enable a Shareholder to form a reasoned judgment in relation to it;
(b)state the text of any Special Resolution to be submitted to the meeting including, where
applicable, the right of a shareholder under section 110 of the Act and, while the
Company is Listed, the text of any resolution required by the Listing Rules;
(c)contain or be accompanied by sufficient explanation to enable a reasonable person to
understand the effect of the resolutions proposed in the notice and, while the Company
is Listed, comply with the requirements of the Listing Rules; and
(d)state that a Shareholder entitled to attend and vote at the meeting is entitled to appoint
a proxy to attend and vote instead of the Shareholder and that a proxy need not be a
Shareholder.
13.3 Form of resolutions
So far as reasonably practicable, the resolutions to be proposed at a meeting shall be framed in
a way which facilitates the giving of two way voting instructions to proxies.
13.4 Waiver of notice irregularity
An irregularity in a notice of a meeting is waived if all the Shareholders entitled to attend and
vote at the meeting attend the meeting without protest as to the irregularity, or if all such
Shareholders agree to the waiver.
13.5 Notice of adjourned meeting
If a meeting of Shareholders is adjourned for less than 30 days it is not necessary to give notice
of the time and place of the adjourned meeting other than by announcement at the meeting which
is adjourned. In any other case, notice of the adjourned meeting shall be given in accordance with
clause 13.1.
14. Proceedings at meetings of Shareholders
14.1 Requirement for quorum
Subject to clause 14.3, no business may be transacted at a meeting of Shareholders if a quorum

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is not present.
14.2 Quorum
Subject to clause 14.3, while the Company is Listed, a quorum for a meeting of Shareholders is
five Shareholders having the right to vote at the meeting present in person or by
Representative.
If the Company is not Listed, a quorum for a meeting of Shareholders is present if Shareholders
or their Representatives are present who between them are able to exercise 50% of the votes to be
cast on the business to be transacted by the meeting.
14.3 Lack of quorum
If a quorum is not present within 30 minutes after the time appointed for the meeting:
(a)in the case of a meeting called by the Board on the written request of Shareholders
entitled to exercise that right, the meeting is dissolved;
(b)in the case of any other meeting, the meeting is adjourned to the same day in the
following week at the same time and place, or to such other date, time and place as the
Board may appoint and notifies to NZX and, if at the adjourned meeting a quorum is not
present within 30 minutes after the time appointed for the meeting, the Shareholders or
their Representatives present are a quorum.
14.4 Regulation of procedure
Subject to the provisions of the Act, and except as otherwise provided in this Constitution,
the chairperson may regulate the procedure at meetings of Shareholders.
14.5 Adjournment of meeting
The chairperson may (and shall, if so directed by the meeting), adjourn the meeting from time
to time and from place to place, but no business may be transacted at an adjourned meeting
other than the business left unfinished at the relevant meeting.
14.6 Dissolution of disorderly meeting
If a meeting becomes so unruly, disorderly or inordinately protracted, that in the opinion of the
chairperson the business of the meeting cannot be conducted in a proper and orderly manner,
the chairperson, notwithstanding any provision to the contrary contained in this Constitution
and without the consent of the meeting, may, in his or her sole and absolute discretion and
without giving any reason therefor, dissolve the meeting.
14.7 Completion of unfinished business if meeting dissolved
If a meeting is dissolved by the chairperson pursuant to clause 14.6, the unfinished business of
the meeting shall be deemed to have been dealt with as follows:
(a)in respect of a resolution concerning the approval or authorisation of a Distribution;
that the Board may, in the exercise of the powers conferred on it by the Act or this
Constitution, authorise such Distribution;
(b)in respect of a resolution concerning the remuneration of the auditors; that the Board
be authorised to fix the remuneration of the auditors;
(c)in respect of any other item of business and the chairperson may, as part of the decision
to dissolve the meeting under clause 14.6, direct that any other item of uncompleted
business, which in his or her opinion requires to be voted upon, be put to the vote by a
poll, in accordance with clause 18.4, without further discussion whereupon such poll
shall be conducted immediately and the meeting deemed dissolved on conclusion of the
taking of such poll.
15. Chairperson of meetings of Shareholders

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15.1 Chairperson
If the Directors have elected a chairperson of the Board, and he or she is present at a meeting of
Shareholders, he or she shall chair the meeting, unless or except to the extent that the
chairperson considers it not proper or desirable to act as chairperson, either in relation to the
entire meeting or in relation to any particular business to be considered at the meeting.
15.2 Directors may appoint chairperson
If no chairperson of the Board has been elected or if, at any meeting of Shareholders, the
chairperson of the Board is not present within 15 minutes after the time appointed for the
commencement of the meeting, or considers it not proper or desirable to act as chairperson,
either in relation to the entire meeting or in relation to any particular business to be considered at
the meeting, the Directors present may elect one of their number to chair the meeting or that part
of the meeting which relates to the particular business, as the case may require.
15.3 Shareholders may appoint chairperson
If at any meeting of Shareholders no Director is willing to act as chairperson or no Director
is present within 15 minutes after the time appointed for the commencement of the meeting,
the Shareholders present may choose one of their number to chair the meeting.
16. Voting at meeting of Shareholders
16.1 Voting at meeting in one place
In the case of a meeting of Shareholders held under clause11.1(a),unless a poll is demanded
in accordance with clause18.1,the chairperson of the meeting shall determine whether voting
will be by voice or by show of hands.
16.2 Voting at audio/visual meeting
In the case of a meeting of Shareholders held under clause 11.1(b) or (c), unless a poll is
demanded in accordance with clause 18.1, voting at the meeting shall be by the
Shareholders signifying individually their assent or dissent by voice.
16.3 Voting by electronic means
To the extent permitted by the Act and the Listing Rules, the Company may allow Shareholders
to vote by signifying their assent or dissent by electronic means (including, for the avoidance of
doubt, voting on a personal computer, with such vote being transmitted to the meeting), instead of
the Shareholder voting by any other method permitted by the Act or this Constitution.
16.4 Postal votes
Unless the Board determines otherwise, Shareholders may not exercise the right to vote at a
meeting by casting postal votes. If the Board determines that postal voting will be permitted at a
meeting, the provisions of clause 7 of the first schedule to the Act (relating to postal votes)
shall apply, with such modifications (if any) as the Board thinks fit.
16.5 Entitlement to vote
A Shareholder may exercise the right to vote either in person or by Representative.
16.6 Number of votes
Subject to clauses 17.1 and 17.2 and to any rights or restrictions for the time being attached to
any Share:
(a)where voting is by show of hands or by voice every Shareholder present in person or
by Representative has one vote;
(b)on a poll every Shareholder present in person or by Representative has:
(i)in respect of each fully paid Share held by that Shareholder, one vote; and

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(ii)each Share which is not fully paid shall carry only a fraction of the vote or
votes which would be exercisable if that Share were fully paid. The fraction
must be equivalent to the proportion which the amount paid (not credited) is of
the total amounts paid and payable (excluding amounts credited and amounts
paid in advance of a call).
16.7 Vote of overseas protected persons
A Shareholder who is not living in New Zealand, and who is of unsound mind or in respect of
whom an order has been made by any court having appropriate jurisdiction, may vote in respect
of any Shares held by that Shareholder, by his or her committee, manager, curator bonis, or other
person of a similar nature appointed by that court, voting in person or by a Representative.
16.8 Declaration by chairperson
A declaration by the chairperson of a meeting that a resolution is carried by the requisite
majority is conclusive evidence of that fact unless a poll is demanded in accordance with clause
18.1.
16.9 Chairperson not allowed casting vote
In the case of an equality of votes, whether on a show of hands, voice vote or on a poll,
the chairperson of the meeting does not have a second or casting vote.
16.10 Joint Shareholders
Where two or more persons are registered as joint Shareholders, the vote of the person named
first in the Share Register and voting on a matter must be accepted to the exclusion of the votes of
the other joint holders.
17. Restrictions on voting
17.1 Proportional vote when amount owing on Financial Product
Each Financial Product which is not fully paid will carry the fraction of the Vote which would
be exercisable if the Financial Product was fully paid that is proportionate to the payment which
has been made (excluding amounts credited and amounts paid in advance of a call).
17.2 Voting restrictions
Notwithstanding anything to the contrary in this Constitution or the Listing Rules or the Act, a
person is not entitled to cast a vote in favour of a resolution when that person is disqualified
from doing so by virtue of the voting restrictions specified in the Listing Rules.
17.3 Exception
On a resolution for the issue of Equity Securities under clause 4.1, a person to whom it is
proposed to issue the new Financial Products referred to in that resolution is not disqualified
from voting if the new Financial Products are to be offered on the same basis to all holders of
Financial Products of the same Class as the Financial Products held by that person.
17.4 Disqualified person may act as proxy
Clause17.2shall not prevent a person disqualified from voting under that clause, who has
been appointed as a Representative by another person who is not disqualified from voting
under that clause, from voting in respect of the Financial Products held by that other person in
accordance with the express instructions of that other person.
17.5 Discovery of disqualified persons
The Company shall use reasonable endeavours to ascertain, no later than five Business Days
before any meeting to consider a resolution referred to in clause 17.2, the identity of holders of
Financial Products who are disqualified from voting on that resolution and, if requested by
NZX, must supply a list of such holders to NZX.

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17.6 Meeting not void
No resolution of, or proceeding at, a meeting of Shareholders will be void on the basis of a
breach of clause 17.2.
18. Polls
18.1 Right to demand poll
At a meeting of Shareholders a poll may be demanded by:
(a)the chairperson; or
(b)not less than five Shareholders having the right to vote at the meeting; or
(c)a Shareholder or Shareholders representing not less than 10% of the total voting rights
of all Shareholders having the right to vote at the meeting; or
(d)a Shareholder or Shareholders holding Shares that confer a right to vote at the meeting
and on which the aggregate amount paid up is not less than 10% of the total amount paid
up on all Shares that confer that right.
While the Company is Listed, voting at a meeting of Financial Product holders must be
conducted by poll and the chairperson of the meeting must demand a poll prior to voting
commencing on the resolutions before the meeting. Votes must be counted according to the votes
attached to the Financial Products of each Financial Product holder entitled to vote and voting.
18.2 When poll may be demanded
A poll may be demanded either before or immediately after the declaration by the chairperson
of the result of the vote in respect of a resolution. The demand for a poll may be withdrawn,
other than by the chairperson under clause 18.1 while the Company is Listed.
18.3 When poll taken
A poll demanded on the election of a chairperson of a meeting or on a question of adjournment
shall be taken immediately. A poll demanded on any other question shall be taken at such time as
the chairperson directs and any business of the meeting, other than that upon which a poll is
demanded, may proceed pending the taking of the poll.
18.4 Poll procedure
A poll shall be taken in such manner as the chairperson directs and the result of the poll is
deemed to be a resolution of the meeting at which the poll is demanded.
18.5 Votes
On a poll:
(a)votes may be given either personally or by Representative;
(b)votes shall be counted according to the votes attached to the Shares of each
Shareholder present in person or by Representative and voting in respect of those
Shares;
(c)a Shareholder need not cast all the votes to which the Shareholder is entitled and need
not exercise in the same way all of the votes which the Shareholder casts.
18.6 Scrutineers
Except as may be required by NZX pursuant to the Listing Rules, the chairperson of the
meeting shall appoint the scrutineers for the purpose of any poll.

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18.7 Declaration of result
The chairperson is entitled to declare the result of a poll either at or after the meeting upon
receipt of a certificate from the scrutineers setting out the maximum number of votes that could
be cast at the meeting and stating that sufficient votes to determine the result of the resolution
have been counted.
19. Proxies and corporate representatives
19.1 Proxies permitted
A Shareholder may exercise the right to vote either by being present in person or by proxy. A
proxy for a Shareholder is entitled to attend and be heard at a meeting of Shareholders as if
the proxy were the Shareholder.
19.2 Form of proxy
A proxy must be appointed by notice in writing signed by or, in the case of an electronic notice,
sent by the Shareholder, or by appointing a proxy online as per the Company’s instructions in
the notice of meeting, and the notice must state whether the appointment is for a particular
meeting or a specified term.
19.3 Lodging proxy
No proxy is effective in relation to a meeting unless the proxy form is received by or on behalf
of the Company at any place specified for the purpose in the notice of meeting not later than
48 hours before the start of the meeting. If the written notice appointing a proxy is signed
under power of attorney, a signed certificate of non-revocation of power of attorney must
accompany that notice.
19.4 Validity of proxy vote
A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or mental disorder of the principal or revocation of the
proxy or of the authority under which the proxy was executed, or the transfer of the Share in
respect of which the proxy is given, if no written notice of such death, mental disorder,
revocation, or transfer has been received by the Company at its registered office before the
commencement of the meeting or adjourned meeting at which the proxy is used.
19.5 Corporate representatives
A body corporate which is a Shareholder may appoint a representative to attend a meeting
of Shareholders on its behalf in the same manner as that in which it could appoint a proxy.
A representative shall have the same rights and powers as if the representative were a
proxy.
19.6 Form of notice of proxy
A proxy form must be sent with each notice of meeting of Shareholders and:
(a)as a minimum, so far as the subject matter and form of the resolutions reasonable
permits, provide for a two way voting choice (for or against) to enable a Shareholder to
instruct a proxy as to the casting of the vote;
(b)not be sent with any name or office (e.g. chairperson of directors) filled in as
proxy holder; and
(c)contain a statement outlining who is subject to voting restrictions in relation to
each resolution.

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20. Minutes of Shareholder meetings
The Board must ensure that minutes are kept of all proceedings at meetings of
Shareholders. Minutes which have been signed correct by the chairperson are prima facie
evidence of the proceedings.
21. Shareholder proposals and management review
21.1 Shareholder proposals
A Shareholder may give written notice to the Board of a matter which the Shareholder proposes
to raise for discussion or resolution at the next meeting of Shareholders at which the Shareholder
is entitled to vote. The provisions of clause 9 of Schedule 1 of the Act apply to any notice given
pursuant to this clause.
21.2 Management review by Shareholders
The chairperson of a meeting of Shareholders must allow a reasonable opportunity for
Shareholders at the meeting to question, discuss, or comment on the management of the
Company. The Shareholders may pass a resolution relating to the management of the Company at
that meeting but no such resolution is binding on the Board.
22. Directors
22.1 Directors’ shareholding qualifications
There shall be no shareholding qualification for a Director.
22.2 Number of Directors
The minimum number of Directors is three and the maximum number of Directors is eight. At
least two Directors must be persons who are ordinarily resident in New Zealand.
22.3 Independent Directors
Subject to clause 6, Part A of Schedule 1 to this Constitution, theThe minimum number of
Independent Directors shall be two. The Board must, in accordance with clause 22.15, identify
which Directors it has determined, in its view, to be Independent Directors.
22.4 Appointment by Shareholders
Subject to clause 22.2, 22.3 and 22.5, a person may be appointed as a Director at any time by
an Ordinary Resolution.
22.5 Appointment by the Bright Shareholder
From the time the Company is Listed, for so long as the Bright Shareholder continues to hold
between the Initial Percentage and 50% (inclusive) of the ordinary Shares of the Company and is
a Bright Group Company, it shall have the right to appoint Directors to the Board as set out in
Part A of Schedule 1 to this Constitution, and the other provisions set out in Part A of Schedule 1
shall apply notwithstanding any other provision in the Constitution. In the event the Bright
Shareholder holds less than the Initial Percentage or more than 50% of the ordinary Shares of the
Company or ceases to be a Bright Group Company, the provisions set out in Part A of Schedule
1 to this Constitution shall cease to apply and shall be deemed to be deleted from this
Constitution, and the provisions set out in Part B of Schedule 1 to this Constitution shall apply.
For the purposes of calculating the percentage of ordinary Shares of the Company held by the
Bright Shareholder, any ordinary Shares issued by the Company to (i) Employees pursuant to
Listing Rule 4.6 (or its predecessor Listing Rule, Listing Rule 7.3.6), and (ii) Directors pursuant
to Listing Rule 4.7.1 (or its predecessor Listing Rule, Listing Rule 7.3.7), shall in each case be
excluded from the calculation. The Bright Shareholder’s rights under this clause 22.5 are subject
to the Initial Percentage being not less than 37% of the ordinary Shares of the Company at the
time the Company is Listed.

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22.6 Appointment by Board
Subject to clause 22.2 and 22.3, the Board may at any time appoint a person to be a Director. A
Director so appointed holds office only until the next annual meeting of the Company but is
eligible for re-election at that meeting. For the avoidance of doubt this appointment right is in
addition to the appointment right set out in Schedule 1, Part A, clause 13.
22.7 Existing Directors to continue
The persons holding office as Directors on the date of adoption of this Constitution continue
in office and are deemed to have been appointed as Directors pursuant to this Constitution.
22.8 Rotation of Directors
Subject to Schedule 1, Part B, clause 1(ii) (if applicable), a Director must not hold office
(without re-election) past the third Annual Meeting following the Director’s appointment or 3
years, whichever is longer. A retiring Director is eligible for re-election.
22.9 Exceptions to rotation
The following Directors shall be exempt from the obligation to retire pursuant to clause 22.8:
(a) Directors appointed by the Board, who are offered for re-election pursuant to clause 22.6; and,
shall be exempt from the obligation to retire pursuant to clause 22.8.
(b)Directors appointed in accordance with clause 22.5, for so long as the Bright Shareholder
is a Bright Group Company and continues to hold between the Initial Percentage and
50% (inclusive) of the ordinary Shares of the Company.
22.10 Re-election of retiring Director
A Director retiring under clause 22.8 shall, if standing for re-election, be deemed to have
been re-elected unless:
(a)some other person is elected to fill the vacated office; or
(b)it is resolved not to fill the vacated office; or
(c)a resolution for the re-election of that Director is put to the meeting and lost.
22.11 Nomination of Directors
No person may be elected as a Director at a meeting of Shareholders (other than a Director
retiring at the meeting) unless that person has been nominated by a Shareholder who will be
entitled to attend and vote at the meeting if he, she or it continues to hold Equity Securities on
the date on which the entitlement to attend and vote at the meeting is determined.
22.12 Nomination process
The Company must comply with the following Director nomination process:
(a)the closing date for nominations must be no more than two months before the date of
the relevant meeting at which the election is to take place;
(b)the closing date for nominations must be announced to the market at least 10
Business Days prior to such closing date;
(c)nominations must be by written notice to the Company accompanied by the consent
in writing of that person to the nomination;
(d)subject to any Ruling, there must be no restriction on who may be nominated as a
Director, unless applicable legislation restricts who may be a Director of the
Company;
(e)subject to (d) above, there must be no precondition to the nomination of a Director
other than compliance with the time limits in this clause; and

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(f)details of all nominations received prior to the closing date (and not later withdrawn)
must be included in the notice of the relevant meeting.
22.13 Restriction on appointment of several Directors by single resolution
Each resolution of the holders of Equity Securities to appoint, elect or re-elect a Director must
be for the appointment, election or re-election of one Director only.
22.14 Vacation of office
A Director ceases to be a Director if he or she:
(a)is removed from office by an Ordinary Resolution (other than a Director appointed
under clause 22.5, for so long as the Bright Shareholder continues to hold between the
Initial Percentage and 50% (inclusive) of the ordinary shares of the Company and is a
Bright Group Company); or
(b)being a Director appointed under clause 22.5, is removed from office by the
Bright Shareholder; or
(c)being a Director appointed under Schedule 1, Part A, clause 13, is removed from office
by resolution of the Board; or
(b)(d) dies, or becomes mentally disordered or subject to a property order or personal order
made under the Protection of Personal and Property Rights Act 1988; or
(c)(e) resigns by written notice delivered to the Company at its address for service or at
its registered office (such notice to be effective at the time when it is so received
unless a later time is specified in the notice); or
(d)(f) becomes disqualified from being a Director pursuant to the Act; or
(e)(g) becomes bankrupt or makes an arrangement or composition with his or her
creditors generally;
(f)(h) has for more than six months been absent without approval of the Board from all
meetings of the Board held during that period; or
(g)(i) is a Managing Director and:
(i)his or her appointment as a Managing Director is revoked by resolution of
the Board under clause 24.1;
(ii)his or her appointment as a Managing Director expires and is not renewed
under clause 24.1;
(iii)he or she resigns as Managing Director;
(iv)he or she otherwise ceases to be Managing Director; or
(v)he or she otherwise ceases to be an executive or employee of the Company.
22.15 Determination of Independent Directors
While the Company is Listed, the Board must identify which Directors it has determined to
be Independent Directors having regard to the non-exhaustive factors described in the NZX
Corporate Governance Code, and:
(a)the determination as to whether a Director is an Independent Director must be made
and released through MAP no later than 10 Business Days after any Director’s initial
appointment; and

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(b)if, at any time, the Board makes a determination regarding a Director’s independence that
differs from the position most recently released through MAP (for example, that an
Independent Director is no longer independent), such determination must be promptly
and without delay released through MAP.
It is the responsibility of the Company to ensure that Directors provide sufficient information
to the Board in order for the Board to make a determination under this clause 22.15.
23. Alternate Directors
23.1 Power to appoint
Subject to clause 7, Part A of Schedule 1 to this Constitution but without limiting clause 15, Part
A of Schedule 1 to this Constitution, aA Director may from time to time by written notice to the
Company appoint any person, who is not already a Director or an Alternate Director and who is
approved by a majority of the other Directors, to be that Director's alternate. No Director may
appoint a deputy or agent except by way of appointment of an Alternate Director under this
clause 23.
23.2 Rights of Alternate Director
Unless otherwise specified by the terms of his or her appointment, an Alternate Director:
(a)is entitled, in the absence or unavailability of the Director who appointed him or her (the
"Appointor"), to exercise the same rights, powers and privileges (other than the power
to appoint an Alternate Director) as the Appointor;
(b)when acting as an Alternate Director is subject to the same duties and obligations as
the Appointor;
(c)is not entitled to be given notice of a meeting of the Directors unless the Appointor
has given written notice to the Company requesting that notice be given to the
Alternate Director.
23.3 Remuneration and expenses
An Alternate Director is not entitled to any remuneration from the Company in his or her
capacity as an Alternate Director but is entitled to be reimbursed by the Company for all
expenses incurred in attending meetings of the Directors and in the discharge of his or her duties,
to the same extent as if he or she were a Director.
23.4 Cessation of appointment
An Alternate Director ceases to be an Alternate Director:
(a)if the Appointor ceases to be a Director, or revokes the appointment by written notice
to the Company; or
(b)on the occurrence of any event which would disqualify the Alternate Director if he or
she were a Director; or
(c)if a majority of the other Directors resolve to revoke the Alternate Director's appointment.
24. Managing Director
24.1 Appointment
The Board may from time to time appoint one Director to the office of Managing Director for
such period not exceeding three years and on such terms as the Board thinks fit and may at any
time revoke such appointment. The Managing Director may be reappointed upon the expiry of a
term of appointment.

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24.2 Resignation
A Managing Director is subject to the same provisions as regards resignation, removal, and
disqualification as the other Directors and, if a Managing Director ceases to hold the office
of Director from any cause, he or she automatically ceases to be a Managing Director, but
shall otherwise continue as an officer, employee, or otherwise as provided by any agreement
in any particular case.
24.3 Remuneration
A Managing Director is entitled to receive such remuneration for his or her services as an
employee (whether by way of salary, commission or participation in profits, or partly in one
way and partly in another) as the Board may determine.
25. Proceedings of the Board
25.1 Third schedule of Act not to apply
The provisions of the third schedule to the Act (relating to proceedings of a board) do not apply
to the Company, except to the extent expressly incorporated in this Constitution.
25.2 Alternative forms of meeting
A meeting of the Board may be held either:
(a)by a number of the Directors who constitute a quorum, being assembled together at
the place, date and time appointed for the meeting; or
(b)by a conference between Directors some or all of whom are in different places,
provided that each Director who participates is able:
(i)to hear each of the other participating Directors addressing the meeting; and
(ii)if he or she so wishes, to address each of the other participating Directors
simultaneously, whether directly, by conference telephone or by another form
of communications equipment (whether in use when this Constitution is
adopted or developed subsequently) or by a combination of such methods.
Where two or more Directors participate from New Zealand in a meeting held in this way, the
meeting shall be deemed to take place in New Zealand at the place agreed between such
Directors. Where one Director participates from New Zealand in a meeting held in this way, the
meeting shall be deemed to take place at the place from where that Director participates. Where
no Director participates from New Zealand in a meeting held in this way, the meeting shall be
deemed to take place at the place where the chairman of the meeting participates. Any Director
may, by prior notice to a senior officer of the Company, indicate that he or she wishes to
participate in the meeting in the abovementioned manner in which event the Director shall
procure that an appropriate conference facility is arranged. A Director participating in this way is
deemed to be present in person at the meeting and shall be counted in the quorum and entitled to
vote to the extent otherwise allowed by this Constitution.
25.3 Procedure
Except as provided in this Constitution, the Board may regulate its own procedure.
25.4 Notice of meeting
The following provisions apply in relation to meetings of the Board (except where otherwise
agreed by all Directors in relation to any particular meeting or meetings or as provided in
clause 25.5):
(a)Not less than two Business Days' notice of a meeting of the Board shall be sent to
each Director in all circumstances, unless:

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(i)the Director waives that right; or
(ii)a shorter period of notice is required to enable the Board to comply with
its obligations under the Listing Rules; or
(iii)the issue which is to be the subject of the meeting is, in the reasonable opinion of
a majority of the Directors, a matter of urgency, in which event such notice as is
practicable in the circumstances shall be still sought to be given to each such
Director.
(b)Notice to a Director of a meeting of the Board may be:
(i)given to the Director in person by telephone or other oral communication;
(ii)delivered to the Director;
(iii)posted to the address given by the Director to the Company for such purpose;
(iv)sent by email to the email address given by the Director to the Company for
such purpose;
(v)sent by facsimile transmission to the facsimile telephone number given by
the Director to the Company for such purpose; or
(vi)sent by another form of communications equipment in accordance with
any request made by the Director from time to time for such purpose.
(c)A notice of meeting shall specify:
(i)the date, time and place of the meeting;
(ii)the nature of the business to be transacted at the meeting in sufficient detail
to enable a Director to give due consideration to it; and
(iii)in the case of a meeting by means of conference telephone or by another form of
communications equipment, the manner in which each Director may participate
in the proceedings of the meeting.
(d)A notice of meeting given to a Director pursuant to this clause is deemed to be given:
(i)in the case of oral communication, at the time of notification;
(ii)in the case of delivery, by handing the notice to the Director or by delivery of
the notice to the address of the Director;
(iii)in the case of posting, at the time of receipt (which in the absence of proof to
the contrary shall be considered to be three days after it is posted);
(iv)in the case of email, at the time of receipt as set out in clause 1.4(a);
(v)in the case of facsimile transmission, when the Company receives a
transmission report by the sending machine which indicates that the facsimile
was sent in its entirety to the facsimile telephone number given by the Director;
(vi)in the case of another form of communications equipment, at the time
of transmission.
25.5 Director may convene meeting
Without limiting the provisions of clauses 25.3 or 25.4, a Director has the right at any time to
convene a meeting of the Board, or to require a senior officer of the Company to convene a
meeting of the Board, at the registered office of the Company or at the place where the
meetings of the Board for the time being are customarily held, by giving not less than seven
days' written notice signed by or on behalf of the Director to each of the other Directors stating

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the date, time and place of the meeting and the matters to be discussed.
25.6 Waiver of notice irregularity
A Director may at any time (including at the meeting to which a notice of meeting relates) protest
as to any irregularity in a notice of meeting (including if the business transacted at the meeting
was not specified, or was not specified in sufficient detail, in the notice for that meeting). An
irregularity in the giving of notice of a meeting is waived if each of the Directors either attends
the meeting without protest as to the irregularity or agrees (whether before, during, or after the
meeting) to the waiver.
25.7 Quorum
Subject to clause 26.3, a quorum for a meeting of the Board may be fixed by the Directors acting
unanimously from time to time, and unless so fixed shall be a majority of Directors and comprise
at least two Independent Directors, except that where, in respect of any matter, there is such a
number of Directors who are Interested therein that there is not present a majority of the
Directors who are not Interested and able to form a quorum, then the quorum shall be the number
of Directors present who are not Interested in that matter, but the quorum shall not in any event
be less than three. No business may be transacted at a meeting of Directors if a quorum is not
present.
25.8 Insufficient number of Directors
The Directors may act notwithstanding any vacancy in their body but, if and so long as the
number of Directors holding office is less than the minimum number fixed by clause 22.2, the
continuing Directors may act only for the purpose of increasing the number of Directors to
that number or summoning a meeting of the Shareholders but for no other purpose.
25.9 Election of chairperson
The Directors must from time to time elect a chairperson and (if they think fit) a deputy
chairperson, of their meetings, and determine the period for which they respectively are to hold
office. The chairperson, or failing the chairperson the deputy chairperson (if any), shall preside at
all meetings of the Directors but if no such chairperson or deputy chairperson is elected, or if at
any meeting the chairperson or deputy chairperson is not present within 15 minutes after the time
appointed for holding the meeting, the Directors present may choose one of their number to be
chairperson of the meeting.
25.10 Voting
Subject to clauses 26.3 and 26.4, every Director has one vote. Subject to clause 9, Part A of
Schedule 1, inIn the case of an equality of votes, the Chairperson shall not have a casting vote. A
resolution of the Board is passed if it is agreed to by all Directors present without dissent, or if a
majority of the votes cast on it are in favour of the resolution. A Director present at a meeting of
the Board is presumed to have agreed to, and to have voted in favour of, a resolution of the Board
unless he or she expressly dissents from or votes against, or expressly abstains from voting on,
the resolution at the meeting.
25.11 Written resolution
A resolution in writing, signed or assented to by all of the Directors (other than a Director who
has been granted a leave of absence) entitled to vote is as valid and effective as if passed at a
meeting of the Board provided that the Directors signing or assenting to the resolution would
constitute a quorum and would have power to pass the resolution at a meeting of the Board. Any
such resolution may consist of several documents (including facsimile or other similar means of
communication) in similar form, each signed or assented to by one or more Directors. A copy of
any such resolution shall be entered in the records of the Company. The Company shall, within
seven days after any resolution is passed in accordance with this clause, send a copy of the
resolution to each Director who has not signed or assented to the resolution.

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25.12 Committees
A committee of Directors shall, in the exercise of the powers delegated to it, comply with any
procedural or other requirements imposed on it by the Board and, while the Company is Listed,
the Listing Rules. Subject to any such requirements, the provisions of this Constitution relating
to proceedings of Directors apply, with appropriate modification, to meetings of a committee of
Directors.
25.13 Validity of actions
The acts of a person as a Director are valid even though the person's appointment was defective
or the person is not qualified for appointment.
25.14 Minutes
The Board shall ensure that minutes are kept of all proceedings at meetings of the Shareholders
and of the Board and its committees. Minutes which have been signed correct by the chairperson
of the meeting are prima facie evidence of the proceedings.
26. Interests of Directors
26.1 Disclosure of Interests
A Director shall comply with the provisions of section 140 of the Act (relating to disclosure of
interest of directors) but failure to comply with that section does not affect the operation of
clause 26.2.
26.2 Personal involvement of Directors
Notwithstanding any rule of law or equity to the contrary, but subject to sections 107(3) and
141 of the Act (relating to avoidance of transactions in which a Director is Interested) and
section 36(4)(a) of the Financial Reporting Act 2013 (prohibiting a director from acting as
auditor of a company), a Director may:
(a)contract with the Company in any capacity;
(b)be a party to any transaction with the Company;
(c)have any direct or indirect personal involvement or Interest in any transaction or
arrangement to which the Company is a party or in which it is otherwise directly
or indirectly interested or involved;
(d)become a director or other officer of, or otherwise Interested in, any corporation
promoted by the Company or in which the Company may be directly or indirectly
interested as a Shareholder or otherwise; and
(e)retain any remuneration, profit or benefits in relation to any of the foregoing,
and no contract or arrangement of any kind referred to in this clause may be avoided by reason
of a Director's Interest.
26.3 Interested Directors may not vote
A Director who is Interested in a transaction entered into, or to be entered into, by the Company:
(a)may attend a meeting of the Board at which any matter relating to the transaction arises
but while the Company is Listed, must not vote on a Board resolution for, or be counted
in a quorum for the consideration of, any matter in which that Director is Interested
except as provided in clause 26.4; and
(b)may sign a document relating to the transaction on behalf of the Company, and may do
any other thing in his or her capacity as a Director in relation to the transaction, as if
the Director were not interested in the transaction.

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26.4 Exception to voting prohibition
Subject to clauses 12 and 14, Part A of Schedule 1 but notwithstandingNotwithstanding the
provisions of clause 26.3(a), a Director may be included among the Directors present at the
meeting for the purposes of a quorum and vote in respect of a matter in which he or she is
Interested if that matter is one in respect of which, pursuant to an express provision of the Act,
Directors are required to sign a certificate or one which relates to the grant of an indemnity
pursuant to section 162 of the Act.
27. Directors’ remuneration
27.1 Fixing remuneration
No remuneration may be paid by the Company or its Subsidiaries (unless such Subsidiary is
Listed) to a Director in his or her capacity as a Director unless that remuneration has been
authorised by an Ordinary Resolution. Each such resolution shall express Directors'
remuneration as either a monetary sum per annum payable to:
(a)all Directors in aggregate; or
(b)any person who from time to time holds office as a Director.
27.2 Increase in number of Directors
If remuneration is expressed in accordance with clause 27.1(a), and there is an increase in the
number of Directors from the number when the remuneration was approved by an Ordinary
Resolution, the Board may, without an Ordinary Resolution, increase the remuneration payable
to all Directors in aggregate. The amount of the increase per additional Director may not exceed
the amount necessary to enable the additional Director or Directors to be paid the average
amount then being paid to each non-executive Director (other than the Chairperson).
27.3 Notice of increase
A resolution for the purposes of clause 27.1:
(a)must only be approved if notice of the amount of any increase in remuneration has
been given in the notice of meeting; and
(b)may provide that the remuneration may, in whole or in part, be through an issue of
Equity Securities, provided that issue occurs in compliance with Rule 4.7.
27.4 Board's discretion
If remuneration is expressed in accordance with clause 27.1(a), the remuneration may be
distributed among the Directors in such manner as the Board from time to time
determines.
27.5 Executive Directors
Executive Directors (including, for the avoidance of doubt, the Managing Director) are not
entitled to receive any remuneration for services as Directors. Nothing in clauses 27.1 to 27.3 and
this clause, shall affect the remuneration of executive Directors (including, for the avoidance of
doubt, the Managing Director) in their capacity as executives.
27.6 Expenses
Each Director is entitled to be paid for all reasonable travelling, accommodation and other
expenses incurred by the Director in connection with the Director's attendance at meetings
or otherwise in connection with the Company's business.
27.7 Special remuneration
Notwithstanding clause 27.1, but subject to the Listing Rules applicable to transactions with
related parties of the Company, the Board may authorise special remuneration to any Director

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who is or has been engaged by the Company or a Subsidiary to carry out any work or perform
any services which is not in the capacity of a Director of the Company or a Subsidiary.
27.8 Director may hold another office or place of profit
A Director may hold any other office or place of profit under the Company (other than the
office of auditor) in conjunction with the office of Director for such period and on such terms
(as to remuneration and otherwise) as the Board may determine and no Director or intending
Director shall be disqualified from contracting with the Company either with regard to tenure of
any such other office or place of profit or as vendor, purchaser, or otherwise, nor shall any such
contract or arrangement entered into by or on behalf of the Company in which any Director is in
any way interested be liable to be avoided nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit realised by any such contract or
arrangement by reason of the Director holding that office or of the fiduciary relationship
thereby established.
28. Indemnity and insurance
28.1 Indemnity of Directors
Subject to clause 28.3, every Director shall be indemnified by the Company:
(a)for any costs incurred by him or her in any proceeding that relates to liability for any act
or omission in his or her capacity as a Director or a director of a Subsidiary and in
which judgment is given in his or her favour, or in which he or she is acquitted, or
which is discontinued; and
(b)in respect of liability to any person other than the Company or a related company for
any act or omission by him or her in his or her capacity as a Director or a director of a
Subsidiary, and costs incurred by him or her in defending or settling any claim or
proceeding relating to any such liability,
but shall be subject to any limitations contained in any deed or agreement from time to time
in force between the Company and the Director relating to indemnities.
28.2 Other indemnities
Subject to clause 28.3, the Company may, with the prior approval of the Board, indemnify
a director of a related company, or an employee of the Company or a related company:
(a)for any costs incurred by him or her in any proceeding that relates to liability for any
act or omission by him or her in such capacity and in which judgment is given in his or
her favour, or in which he or she is acquitted, or which is discontinued; and
(b)in respect of liability to any person other than the Company or a related company for
any act or omission by him or her in such capacity, and costs incurred by him or her in
defending or settling any claim or proceeding relating to any such liability.
28.3 Exceptions
An indemnity conferred by clause 28.1(b) or given pursuant to clause 28.2(b), shall not apply
in respect of:
(a)any criminal liability; or
(b)in the case of an employee of the Company or a related company, any liability in
respect of a breach of any fiduciary duty owed to the Company or related company; or
(c)in the case of a Director or a director of a related company, any liability in respect of
a breach of the duty specified in section 131 of the Act; or
(d)any liability in respect of which an indemnity is prohibited by any legislation.

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28.4 Insurance
The Company may, with the prior approval of the Board, effect insurance for a Director
or employee of the Company, or a director or employee of a related company, in respect
of:

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(a)liability, not being criminal liability, for any act or omission by him or her in
such capacity; or
(b)costs incurred by him or her in defending or settling any claim or proceeding relating
to any such liability; or
(c)costs incurred by that Director or employee in defending any criminal proceedings:
(i)that have been brought against the Director or employee in relation to any act
or omission in his or her capacity as a director or employee; and
(ii)in which he or she is acquitted.
28.5 Definitions
In this clause 28:
(a)"Director" includes a former Director and "director" includes a former director; and
(b)other words given extended meanings in section 162(9) of the Act have those
extended meanings.
29. Distributions
29.1 Power to authorise
The Board may, if satisfied on reasonable grounds that the Company will immediately after the
Distribution satisfy the solvency test and, subject to the Act and this Constitution (including
without limitation clauses 5.1 and 5.2), authorise Distributions by the Company at times, and
of amounts, and to any Shareholders, as it thinks fit and may do everything which is necessary
or expedient to give effect to any such Distribution.
29.2 Form of Distribution
Subject to the rights of holders of any Shares in a Class, the Board may make a Distribution in
such form as it thinks fit but, except as provided in clause 29.3, the Board shall not differentiate
between Shareholders as to the form in which a Distribution is made without the prior approval
of the Shareholders.
29.3 Currency of payment
The Board, if it thinks fit, may differentiate between Shareholders as to the currency in which
any Distribution is to be paid. In exercising its discretion, the Board may have regard to the
registered address of a Shareholder, the Register on which a Shareholder's Shares are Registered
and such other matters (if any) as the Board considers appropriate. If the Board determines to pay
a Distribution in a currency other than New Zealand currency, the amount payable shall be
converted from New Zealand currency in such manner, at such time, and at such exchange rate,
as the Board thinks fit.
29.4 Entitlement to dividends
The Board must not authorise a dividend:
(a)in respect of some but not all the Shares in a Class; or
(b)that is of a greater value per Share in respect of some Shares of a Class than it is in
respect of other Shares of that Class,
unless the amount of the dividend in respect of a Share of that Class is in proportion to the
amount paid to the Company in satisfaction of the liability of the Shareholder under this
Constitution or under the terms of issue of the Share or is required, for a portfolio tax rate
entity, as a result of section HL 7 of the Income Tax Act 2004, but a Shareholder may waive

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that Shareholder's

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entitlement to receive a dividend or any part thereof by written notice to the Company signed
by or on behalf of the Shareholder.
29.5 Deduction of money
The Board may deduct from a Distribution payable to a Shareholder any amount which is due
and payable by the Shareholder to the Company on account of calls or otherwise in relation to
any Shares held by that Shareholder.
29.6 Method of payment
A Distribution payable in cash may be paid in such manner as the Board thinks fit to the entitled
Shareholders or, in the case of joint Shareholders, to the Shareholder named first in the Share
Register, or to such other person and in such manner as the Shareholder or joint Shareholders
may in writing direct. Any one of two or more joint Shareholders may give a receipt for any
payment in respect of the Shares held by them as joint Shareholders.
29.7 No interest on Distributions
The Company is not liable to pay interest in respect of any Distribution.
29.8 Payment of small dividend amounts
Where the net amount of a dividend payable to a Shareholder is less than such minimum amount
as may be determined from time to time by the Board for the purposes of this clause, the
Company may, with the prior approval of that Shareholder, defer payment of the dividend to
that Shareholder until the earlier of:
(a)such time as that Shareholder has an aggregate entitlement to net dividends of not
less than such minimum amount; and
(b)the date upon which that Shareholder ceases to hold any Shares.
29.9 Unclaimed Distributions
Dividends or other monetary Distributions unclaimed for more than one year after having been
authorised, may be used for the benefit of the Company until claimed. All dividends or other
monetary Distributions unclaimed for more than five years after having been authorised may be
forfeited by the Board for the benefit of the Company. The Board shall nevertheless, at any time
after such forfeiture, annul the forfeiture and agree to pay a claimant who produces satisfactory
evidence of entitlement.
30. Notices
30.1 Method of service
All notices, reports, accounts and other documents required to be sent:
(a)to a Shareholder, shall be sent in the manner provided in section 391 of the Act;
(b)to a holder of any other Equity Securities, shall be sent in the same manner, as though
that holder were a Shareholder.
30.2 Service of notices overseas
If the holder of a Share or other Quoted Financial Product has no registered address within New
Zealand and has not supplied to the Company an address within New Zealand for the giving of
notices, but has supplied an address outside New Zealand, or an electronic address, then notices
must be sent to that physical address or sent electronically to such electronic address and, where
sent to a physical address, shall be deemed to have been received by that holder 24 hours after
the time of sending.

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30.3 Accidental omissions
The failure to send an annual report, notice, or other document to a Shareholder or other
Equity Security holder in accordance with the Act or this Constitution does not invalidate the
proceedings at a meeting of Shareholders if the failure to do so was accidental.
30.4 Joint Shareholders
A notice may be given by the Company to the joint holders of an Equity Security by giving
the notice to the joint holder named first in the Register in respect of that Equity Security.
30.5 Shareholder deceased or bankrupt
If the holder of an Equity Security dies or is adjudicated bankrupt, notice may be given in any
manner in which notice might have been given if the death or bankruptcy had not occurred, or
by giving notice in the manner provided in section 391 of the Act to the Personal Representative
of the holder at the address supplied to the Company for that purpose.
30.6 Waiver by Shareholders
Subject to the Act, a Shareholder may from time to time, by written notice to the Company, waive
the right to receive all or any documents from the Company and may at any time thereafter
revoke the waiver in the same manner. While any waiver is in effect, the Company need not send
to the Shareholder the documents to which the waiver relates.
31. Inspection records
31.1 Inspection by Directors
Subject to the Act, all accounting and other records of the Company shall be open to inspection
by any Director.
31.2 Inspection by Shareholders
No Shareholder who is not also a Director is entitled to inspect any accounting or other records of
the Company except as expressly authorised by law or permitted by the Board. Subject to the
provisions of section 216 of the Act (which permits inspection of certain records by
Shareholders) the Board may from time to time determine whether, to what extent, at what times
and places, and under what conditions, the accounting or other records of the Company or any of
them are open to the inspection of Shareholders (who are not also Directors).
32. Method of contracting
32.1 Deeds and material contracts
A deed or material contract which is to be entered into by the Company may be signed on
behalf of the Company, by:
(a)two or more Directors; or
(b)any Director, together with any other person authorised by the Board whose
signature must be witnessed; or
(c)one or more attorneys appointed by the Company in accordance with the Act.
33. Liquidation
33.1 Distribution of assets
If the Company is liquidated the liquidator may, with the approval of Shareholders and any
other sanction required by law:

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(a)divide among the Shareholders in kind the whole or any part of the assets of the
Company (whether they consist of property of the same kind or not) and may for that
purpose fix such value as the liquidator deems fair in respect of any assets to be so
divided, and may determine how the division shall be carried out as between
Shareholders or between different Classes; and
(b)vest the whole or any part of any such assets in trustees upon such trusts for the benefit
of the persons so entitled as the liquidator thinks fit, but so that no Shareholder is
compelled to accept any shares or other Financial Products on which there is any
liability.

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Schedule 1 to Constitution
Part A – Director Appointment Rights of the Bright Shareholder while it continues to hold
between the Initial Percentage and 50% (inclusive) of the ordinary Shares of the Company
From the time the Company is Listed, for so long as the Bright Shareholder continues to hold between
the Initial Percentage and 50% of the ordinary Shares of the Company and is a Bright Group Company,
subject to the Initial Percentage being not less than 37% of the ordinary Shares of the Company at the
time the Company is Listed, the following provisions of this Part A of Schedule 1 shall apply:
1.The Bright Shareholder has the right to appoint four (4) Directors to the Board (the Bright
Directors), and to remove such Directors from time to time by notice in writing to the
Company.
2.[Deleted].
3.At all times, at least one of the Bright Directors must be a director who is ordinarily resident in New
Zealand and of such standing and with such commercial and governance experience in New
Zealand, as is appropriate for a director of a Listed company.
4.All Bright Directors must have appropriate skills and experience to ensure that the Company has
a suitable mix of skills and experience on the Board.
5.[Deleted].
6.Notwithstanding clause 22.3, the minimum number of Independent Directors shall be three (3). If at
any time the number of Independent Directors holding office is less than three (3), the Independent
Directors then holding office must, as soon as is practical, appoint an additional Independent
Director. An Independent Director so appointed holds office only until the next annual meeting of
the Company but is eligible for election at that meeting. If any meeting of the Board is held while
the number of Independent Directors (excluding the Board Appointed Director) holding office is
less than three (3) then at that meeting one Bright Director shall abstain from voting on all
resolutions put to the vote at that meeting.
7.Notwithstanding clause23, no Director may appoint an alternate director, a deputy or an agent to
act in the absence or unavailability of the Director. This clause shall apply notwithstanding
anything in the Listing Rules.
8.An Independent Director must be the chairperson of the Board and an Independent Director must
be the chairperson of the Audit Committee established by the Company under the Listing Rules.
9.The chairperson of the Board shall have a casting vote except where two Directors form a quorum
at a meeting of the Board in which case the chairperson shall not have a casting vote.
10.Without prejudice to clause 22.5, the Bright Shareholder and each of its Associated Persons is
disqualified from voting on an Ordinary Resolution to appoint any Director under clause 22.4, or
on any resolution to re-elect a Director retiring by rotation under clause 22.8, or on any resolution
to remove a Director under clause 22.14(a). This clause shall apply notwithstanding anything in the
Listing Rules.

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11.The Board may appoint a Managing Director under clause 24.1 if there is no Board
Appointed Director and the Managing Director must not be a Bright Director.
12.A Managing Director holding office shall, for the purposes of clause 26.3, be deemed to be
Interested in any matter relating to the removal of the Managing Director from office, any matter
relating to the Managing Director’s remuneration, and any matter relating to the appointment of a
new Managing Director or Board Appointed Director (and, notwithstanding clause 26.4, shall not be
included among the Directors present at the meeting for the purposes of a quorum and shall not be
entitled to vote on any such matter). In any matter relating to the appointment of a director as
Managing Director, the director to be appointed shall, for the purposes of clause 26.3, be deemed to
be Interested in such matter (and, notwithstanding clause 26.4, shall not be included among the
Directors present at the meeting for the purposes of a quorum and shall not be entitled to vote on any
such matter). This clause shall apply notwithstanding anything in the Listing Rules.
13.If the Board does not appoint a Managing Director, then the Board must appoint one (1) Director
to the Board for a period not exceeding three years and on such terms as the Board thinks fit to be
the eighth Director on the Board (Board Appointed Director) and may at any time remove such
Director. The Board Appointed Director may be reappointed upon the expiry of a term of
appointment. Subject to the right of the Board to remove a Board Appointed Director, a Board
Appointed Director is subject to the same provisions as regards resignation, removal and
disqualification as the other Directors. The Board Appointed Director is subject to the same
provisions as regards remuneration as the other Directors.
14.A Board Appointed Director shall, for the purposes of clause 26.3, be deemed to be Interested in any
matter relating to the removal of the Board Appointed Director from office, and any matter relating
to the appointment of a new Board Appointed Director or Managing Director (and, notwithstanding
clause 26.4, shall not be included among the Directors present at the meeting for the purposes of a
quorum and shall not be entitled to vote on any such matter). In any matter relating to the
appointment of a director as Board Appointed Director, the director to be appointed shall, for the
purposes of clause 26.3, be deemed to be Interested in such matter (and, notwithstanding clause 26.4,
shall not be included among the Directors present at the meeting for the purposes of a quorum and
shall not be entitled to vote on any such matter). This clause shall apply notwithstanding anything in
the Listing Rules.
15.If a Bright Director is unable to attend a meeting of the Board then that Bright Director may by
notice in writing to the chairperson (to be received by the chairperson no later than 24 hours prior to
the time scheduled for the meeting to commence), appoint another Bright Director to exercise that
Bright
Director’s vote at that meeting. For the avoidance of doubt, the Bright Director that is entitled to
exercise another Bright Director’s vote shall not be deemed to be that other Bright Director’s
alternate, deputy or agent and that other Bright Director shall be deemed not to be present at the
meeting for the purpose of determining whether a quorum is present. Any such appointment shall
only apply in respect of the particular meeting to which it relates. This clause shall apply
notwithstanding anything in the Listing Rules.
Part B –
Provisions to apply when the Bright Shareholder holds less than the Initial Percentage
1. As soon as the Bright Shareholder holds less than the Initial Percentage of the ordinary Shares of

Constitution of Synlait Milk Limited | page 45Constitution of Synlait Milk Limited | page 45
DR
AFT
the Company or ceases to be a Bright Group Company:
(i)the Bright Shareholder must procure the resignation or removal of that number of Bright
Directors so that the proportion which the number of remaining Bright Directors bears
to
1

Constitution of Synlait Milk Limited | page 46Constitution of Synlait Milk Limited | page 46
DR
AFT
the total number of Directors that will hold office immediately after such removal or
resignation does not exceed the proportion of the total Shares of the Company held by
the Bright Shareholder; and
(ii)any Bright Director whose resignation or removal is not effected under Part BSchedule
1, clause 1(i) above must retire by rotation (irrespective of whether those Bright
Directors are required to retire under clause 22.8) at the next annual meeting of the
Company.

---

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
1
NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
SYNLAIT MILK
LIMITED
You are invited to Synlait Milk Limited’s (Synlait) Special Shareholders’ Meeting on Wednesday, 18 September
2024 at 9.00am (NZST).
The Special Shareholders’ Meeting will be held in person at Synlait’s Dunsandel facility, located at 1028 Heslerton Road,
RD13 Rakaia, Canterbury, New Zealand, and online via the Computershare meeting platform at: www.meetnow.global/nz
Further details about joining the meeting in person and online can be found on page 31 and in the accompanying Virtual
Meeting Guide released with this Notice of Meeting.
This is an important document and requires your immediate attention. You should carefully read it in its entirety (including the Independent Report from
Northington Partners Limited that accompanies this Notice of Meeting as Appendix 2) before deciding whether or not to vote in favour of the resolutions.
If you are in any doubt about what you should do, you should seek advice from your broker or your financial, taxation or legal adviser immediately.
KEY DATES AND TIMES (NZST):
Voting/Proxy Forms to be received by:
9.00am on Monday, 16 September 2024
Record date for entitlement to vote:
5.00pm on Monday, 16 September 2024
Special Shareholders’ Meeting:
9.00am on Wednesday, 18 September 2024
RESOLUTIONS
Bright Placement – Ordinary Resolution 1
To consider and, if thought fit, pass the following resolution:
That, subject to Ordinary Resolution 2 being passed,
the issuance of 308,333,333 shares to Bright
Dairy Holding Limited at an issue price of 60 cents
per share, contemporaneously (or substantially
contemporaneously) with the occurrence of the matters
contemplated in Ordinary Resolution 2 and the Bank
Refinancing, as described in the Notice of Meeting
dated 20 August 2024, be approved for all purposes,
including under NZX Listing Rules 4.2.1 and 5.2.1 and
Rule 7(d) of the Takeovers Code.
Implementation of the matters contemplated by this
resolution is conditional upon Ordinary Resolution
2 (detailed below) also being approved by the
shareholders of Synlait and is subject to the other
matters as described in this Notice of Meeting.
a2MC Placement and a2MC Settlement – Ordinary
Resolution 2
To consider and, if thought fit, pass the following resolution:
That, subject to Ordinary Resolution 1 being passed: (i) the
issuance of 76,283,104 shares to The a2 Milk Company
Limited (or, at its direction, a wholly-owned subsidiary of
The a2 Milk Company Limited) at an issue price of 43 cents
per share; and (ii) the settlement deed dated 16 August
2024 between Synlait, Synlait Milk Finance Limited, A2
Infant Nutrition Limited and The a2 Milk Company Limited
becoming effective, in each case contemporaneously (or
substantially contemporaneously) with the occurrence of
the matters contemplated in Ordinary Resolution 1 and
the Bank Refinancing and as described in the Notice
of Meeting dated 20 August 2024, be approved for all
purposes, including under NZX Listing Rules 4.2.1 and 5.2.1.
Implementation of the matters contemplated by this
resolution is conditional upon Ordinary Resolution
1 (detailed above) also being approved by the
shareholders of Synlait and is subject to the other
matters as described in this Notice of Meeting.
Constitution Amendments – Special Resolution 1
To consider and, if thought fit, pass the following resolution:
That, subject to Ordinary Resolution 1 being passed,
Synlait Milk Limited’s constitution be amended, with
effect from the issuance of 308,333,333 shares to
Bright Dairy Holding Limited contemplated by Ordinary
Resolution 1, as described in the Notice of Meeting
dated 20 August 2024.
Implementation of this resolution is conditional upon
Ordinary Resolution 1 (detailed above) also being
approved by the shareholders of Synlait.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
2
Purpose of this Notice of Meeting
The purpose of this Notice of Meeting is to:
• inform you about, and enable you to understand the
implications of, the Proposed Transactions requiring
Synlait Milk Limited shareholder approval;
• make you aware of the Special Shareholders’
Meeting to be held at Synlait’s Dunsandel facility,
located at 1028 Heslerton Road, RD13 Rakaia,
Canterbury, New Zealand, and online via the
Computershare meeting platform at
www.meetnow.global/nz; and
• help you decide how to vote on the resolutions.
If you choose not to vote you should be aware that
whether the relevant resolution is passed or not will
be determined solely by reference to the number
of votes cast by shareholders who do vote on that
resolution.
Voting/Proxy Form
Accompanying this Notice of Meeting is a Voting/Proxy
Form to enable you to vote on each resolution by:
• attending the Special Shareholders’ Meeting, whether
in person or online; or
• appointing a proxy to attend and vote on your behalf
at the Special Shareholders’ Meeting.
You are urged to complete and return the Voting/Proxy
Form as soon as possible if you do not plan to attend the
Special Shareholders’ Meeting.
Sold your shares?
If you have sold your shares, please immediately hand
this document and the accompanying Voting/Proxy Form
to the purchaser or the agent through whom the sale was
made, to be passed to the purchaser.
Your decision
This Notice of Meeting does not consider your individual
investment objectives, financial situation, or needs. You
must make your own decisions and seek your own advice
in this regard.
The information and recommendations contained in this
Notice of Meeting do not constitute, and should not be
taken as constituting, financial advice.
If you are in any doubt as to what you should do, you
should seek advice from your financial, taxation or
legal adviser before making any decision regarding the
Proposed Transactions.
Forward looking statements
This Notice of Meeting contains certain forward looking
statements. You should be aware that there are risks (both
known and unknown), uncertainties, assumptions and other
important factors that could cause the actual conduct, results,
performance or achievements of Synlait to be materially
different from the future conduct, market conditions, results,
performance or achievements expressed or implied by
such statements or that could cause future conduct to be
materially different from historical conduct. Deviations as to
future conduct, market conditions, results, performance and
achievements are both normal and to be expected.
Forward looking statements generally may be identified by
the use of forward looking words such as ‘aim’, ‘anticipate’,
‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘foresee’, ‘future’,
‘intend’, ‘likely’, ‘may’, ‘planned’, ‘potential’, ‘should’, or
other similar words.
Neither Synlait nor any other person gives any
representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward looking statements in this Notice of Meeting will
actually occur. You are cautioned against relying on any
such forward looking statements.
Additional information available under Synlait’s
continuous disclosure obligations
Synlait is subject to continuous disclosure obligations
under the NZX Listing Rules which require it to notify
certain material information to NZX. The ASX Listing Rules
also require that Synlait immediately provides to ASX all
the information which it provides to NZX that is, or is to
be, made public. Market announcements by Synlait are
available at www.nzx.com under the ticker code “SML”
and at www.asx.com.au under the ticker code “SM1”. In
particular, Synlait recommends that you read:
• the Notice of Meeting dated 25 June 2024 in respect
of the special meeting of shareholders relating to the
Shareholder Loan;
• the announcements dated 11 July 2024 in respect of
the presentation and results of the special meeting of
shareholders relating to the Shareholder Loan;
IMPORTANT
INFORMATION

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
3
• the announcement dated 17 July 2024 in respect of
Synlait’s FY24 guidance withdrawal; and
• the announcement dated 16 August 2024 in
respect of Synlait and The a2 Milk Company having
conditionally agreed to resolve all disputes subject to
arbitration.
Synlait may make additional releases to NZX and ASX
prior to the Special Shareholders’ Meeting. Shareholders
should carefully monitor Synlait’s market announcements
prior to that meeting.
NZ RegCo
NZ RegCo has provided written confirmation that it
does not object to this Notice of Meeting pursuant to
NZX Listing Rule 7.1.1. However, NZ RegCo accepts no
responsibility for any statement in this Notice of Meeting.
Effect of rounding
Several figures, amounts, percentages, prices, estimates,
calculations of value and fractions in this Notice of Meeting
are subject to the effect of rounding. Accordingly, actual
calculations may differ from amounts set out in this Notice
of Meeting.
Defined terms
Capitalised terms set out in this Notice of Meeting have
the meanings given to them in the Glossary contained
Section 9 (Glossary) of this Notice of Meeting.
Currency
In this Notice of Meeting, a reference to $ is to New
Zealand dollars, unless otherwise stated.
Date of this Notice of Meeting
This Notice of Meeting is given on Tuesday, 20 August 2024.
QUERIES:
If you have any queries in relation to this Notice of Meeting, please contact one of the following:
Synlait on: +64 (0) 21 269 4257
Computershare on: 0800 650 034 / +64 9 488 8777

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
4
CONTENTS PAGE
1.
2.
3.
4.
5.
6.
7.
8.
9.
5
PAGE
6
PAGE
12
PAGE
18
PAGE
22
PAGE
27
PAGE
31
PAGE
34
PAGE
38
PAGE
41
PAGE
42
PAGE
114
PAGE
Key Dates
Letter From the Chair
Bright Placement
a2MC Placement and a2MC Settlement
Other Important Information
Frequently Asked Questions
Notice of Special Shareholders’ Meeting
Explanatory Notes
Glossary
APPENDIX 1:Required Information – Bright Placement
DIRECTORY
APPENDIX 2:Independent Report

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
5
Indicative date and time (NZST)Event
Tuesday, 20 August 2024Notice of Meeting – date this Notice of Meeting was distributed
to shareholders.
Monday, 16 September 2024 at 9.00amClosing – time and date for Voting/Proxy Forms for the Special
Shareholders’ Meeting to be submitted.
Monday, 16 September 2024 at 5.00pmVoting Eligibility Time – for determining eligibility to vote at the
Special Shareholders’ Meeting.
Wednesday, 18 September 2024 at 9.00amSpecial Shareholders’ Meeting – to be held in person at
Synlait’s Dunsandel facility, located at 1028 Heslerton Road,
RD13 Rakaia, Canterbury, New Zealand, and online via the
Computershare meeting platform at: www.meetnow.global/nz
If Ordinary Resolution 1 and Ordinary Resolution 2 are approved by shareholders
On Tuesday, 1 October 2024Bright Placement – subject to all of the conditions to the Bright
Placement (including the Bank Refinancing) being satisfied,
Synlait will issue 308,333,333 shares to Bright at an issue price
of 60 cents per share contemporaneously with the issue of
shares under the a2MC Placement.
a2MC Placement – subject to all the conditions to the a2MC
Placement (including the Bank Refinancing) being satisfied,
Synlait will issue 76,283,104 shares to a2MC at an issue price of
43 cents per share contemporaneously with the issue of shares
under the Bright Placement.
a2MC Settlement – subject to completion of the Bright
Placement, the a2MC Placement and the Bank Refinancing, and
a2MC making the required payment under the a2MC Settlement
Deed, the a2MC Settlement Deed will become effective.
If Special Resolution 1 is also approved by shareholders
On Tuesday, 1 October 2024Constitution Amendments – subject to completion of the Bright
Placement, the Existing Constitution will be amended and the
Constitution Amendments will take effect.
All dates in the table above are indicative only. In
particular, the timing of completion of the Proposed
Transactions will depend on the timing of the satisfaction
of their various conditions, as described in this Notice of
Meeting. Any material updates to the timetable will be
announced via the announcement platforms of NZX and
ASX and notified at: www.synlait.com
All references to time in this Notice of Meeting are
references to New Zealand Standard Time (NZST),
unless otherwise stated. Any obligation to do an
act by a specified time in NZST must be done at the
corresponding time in any other jurisdiction.
1. KEY DATES

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
6
20 August 2024
Dear shareholders
On behalf of the Synlait board, and as a critical next step
toward addressing Synlait’s debt position, this Notice
of Meeting outlines important information related to the
proposed issuance of approximately $217.8 million of new
equity capital. Shareholders are being asked to approve:
• a $185 million issue of shares to Bright Dairy Holding
Limited increasing its holding from 39.01% to 65.25%,
as further detailed in Section 3 (Bright Placement) of
this Notice of Meeting (the Bright Placement); and
• a $32.8 million issue of shares to The a2 Milk Company
(the a2MC Placement) resulting in its holding of 19.83%
being retained, and a settlement with The a2 Milk
Company and A2 Infant Nutrition Limited with respect
to various disputes (the a2MC Settlement), as further
detailed in Section 4 (a2MC Placement and a2MC
Settlement) of this Notice of Meeting.
The above matters are inter-conditional, such that if one
resolution is not passed, neither of the resolutions will be
implemented.
Shareholders are also being asked to approve certain
administrative changes to the constitution of Synlait,
which would become effective on completion of the
Bright Placement, to remove provisions which shall
cease to apply and shall be deemed to be deleted (and
therefore redundant) under the terms of the existing
constitution upon Bright Dairy Holding Limited increasing
its shareholding above 50%.
The passing of the resolutions set out in this Notice of
Meeting provides Synlait with authority to implement the
matters contemplated by them. Actual implementation
of the matters themselves, as well as the refinancing
of Synlait’s existing bank facilities, are also inter-
conditional, meaning that the matters must all occur
contemporaneously (or substantially contemporaneously)
with each other.
Reset of Synlait’s balance sheet
The proposed equity raise and concurrent refinancing
of Synlait’s existing bank facilities represents the second
stage of a process to strengthen Synlait’s balance sheet,
by raising additional equity and reducing the amount of
debt, and prioritise returning to a strong free cash flow
position again and, in time, sustainable profitability
and growth.
2. LETTER FROM
THE CHAIR

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
7
Bright Dairy International Investment Limited’s $130
million shareholder loan, which was approved at a
Special Shareholders’ Meeting, and subsequently drawn
down to meet the bank payment on 15 July, was very
important to our future and completed the first step
towards resetting Synlait’s balance sheet. Thank you to
Bright for its substantial and steadfast financial support,
and to all our shareholders for your vital support at that
critical juncture.
The further financial support, in the form of
approximately $217.8 million of new equity capital at a
premium to Synlait’s current share price, is proposed
to come from Synlait’s two major shareholders who
together hold around 60% of Synlait’s shares (and,
upon completion of the equity raise, will together
hold around 85% of Synlait’s shares). Based on
current circumstances, including the risks involved in
participating in an equity raise, other shareholders are
not being asked to participate. See further information
below under the heading “What is the impact on
shareholders and why was a placement to the two major
shareholders chosen?”.
The equity raise will only complete if it does so
concurrently with the proposed refinancing of Synlait’s
existing bank facilities with proposed new facilities of up to
$450 million. These new facilities are expected to mature
12 months from the date of closing of the refinancing,
replace the existing facilities, and be additional to the
$130 million Bright Dairy International Investment Limited
shareholder loan. Further information in relation to the
proposed refinancing of Synlait’s existing bank facilities is
set out in Section 5 (Other Important Information) of this
Notice of Meeting.
All Shareholders are encouraged to vote on the
resolutions to approve the matters outlined above
at the Special Shareholders’ Meeting on Wednesday,
18 September 2024.
If both of the resolutions relating to the Bright Placement
and the a2MC Placement and the a2MC Settlement are
approved by shareholders (and all conditions under the
associated documents have been satisfied, as further
explained in this Notice of Meeting), Synlait will issue
shares to Bright Dairy Holding Limited and The a2 Milk
Company on the terms of the Bright Placement and
the a2MC Placement (and the equity raise condition
under the proposed concurrent refinancing of our bank
facilities will be satisfied), and the a2MC Settlement
will become effective. Completion of the Proposed
Transactions will also provide the basis for Synlait to seek
to restore farmer supplier confidence and the withdrawal
of cessation notices received from farmers who have
sought to terminate their milk supply agreements. Farmer
suppliers have signalled that they want to see Synlait’s
balance sheet deleveraged, so advance rates can be
lifted further. Delivering the Proposed Transactions
will help to enable this and seek to ensure that Synlait
has sufficient milk supply to satisfy its obligations to its
customers.
Importance of the resolutions
Unless the resolution relating to the Bright Placement is
passed, the resolution relating to the a2MC Placement
and the a2MC Settlement is passed and the refinancing
of our bank facilities occurs, Synlait will not be able to
reset its balance sheet by way of using the approximate
proceeds of $217.8 million to repay a portion of its
third party bank debt and, including as a result of the
refinancing, reduce its overall debt position. Further, the
disputes relating to the a2MC Settlement will remain
unresolved. In this situation, Synlait would likely need to
cease trading and initiate a formal insolvency process
unless it were to become clear that further support
would be forthcoming from its existing banks. Further,
even if the Board were to form the view in these
circumstances that Synlait could continue trading, the
existing banks may seek to initiate a formal insolvency
process, such as appointing a receiver, were Synlait to
default on its obligations to those banks. All tranches
of the existing facilities (other than tranches with a
combined limit of approximately $62 million) are due to
mature on 1 October 2024 and all amounts outstanding
under those tranches must be repaid by Synlait on or
before that date if not refinanced.
Key terms of the Bright Placement
The issue price of 60 cents per share for the Bright
Placement reflects a 100% premium to the Synlait closing
share price on the NZX Main Board on 15 August 2024
(which was the last undisturbed share price prior to
announcement of the a2MC Settlement and a2MC’s
support of an equity raise), and a 40% premium to the
issue price of 43 cents per share for the a2MC Placement.
The issue price under the Bright Placement has been
negotiated on an arms’ length basis between Bright Dairy
Holding Limited and the Independent Directors of Synlait,
1
Please refer to the Independent Report attached as Appendix 2 to this Notice of Meeting for further information in relation to the valuation range and the
associated methodology, qualifications and assumptions. In particular, see sections 5.1 (Valuation Approach), 5.2 (Valuation Methodology), 5.3 (Valuation
Summary) and 5.4 (Key Assumptions) of the Independent Report. Section 5.0 (Company Valuation) of the Independent Report sets out various valuation
models including an alternative insolvency valuation.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
8
with the input of external financial advisers for both parties.
It includes a premium for control above the current market
price of Synlait shares, and is within the valuation range of
46 cents to 83 cents per share
1
determined by Northington
Partners in the Independent Report in Appendix 2 to this
Notice of Meeting. Further information about the premium
for control is set out in Section 3 (Bright Placement) of this
Notice of Meeting.
The Bright Placement would result in Bright Dairy
Holding Limited increasing its shareholding percentage
from 39.01% to 65.25%, giving it an increased level of
control over Synlait compared to its position today. As
a result of Bright Dairy Holding Limited’s shareholding
percentage exceeding 50%, its specific governance rights
in Synlait’s constitution shall cease to apply and shall
be deemed to be deleted, and it will instead have the
rights that accrue to any majority shareholder of an NZX
Listed Company under the Companies Act, subject to
the NZX Listing Rules. The amendments proposed to the
constitution of Synlait will remove the provisions that will
become redundant upon Bright Dairy Holding Limited’s
shareholding increase. The rights that will accrue to
Bright Dairy Holding Limited as a majority shareholder
will include it having the right to appoint such number of
Directors as it sees fit, by virtue of being able to control
an ordinary resolution of Synlait, subject to the restrictions
contained in Synlait’s constitution and the NZX Listing
Rules. Please refer to Section 3 (Bright Placement) of
this Notice of Meeting for further information about the
implications of Bright Dairy Holding Limited increasing its
shareholding percentage.
The change in Bright Dairy Holding Limited’s shareholding
will also constitute a change of control for the purposes of
Synlait’s Bonds and certain agreements to which Synlait
is party. Further information as to what this means for
Bondholders and for Synlait is contained in Section 3
(Bright Placement) of this Notice of Meeting.
The Bright Placement will not occur unless the a2MC
Placement, the a2MC Settlement and the refinancing
of our existing bank facilities all occur concurrently or
substantially concurrently with the Bright Placement.
2
See footnote 1 on page 7 and footnote 8 on page 22 of this Notice of Meeting.
3
Synlait’s senior debt to EBITDA ratio (calculated on the same basis as under Synlait’s existing bank facilities) as at 31 July 2024 was 6.2x. If the equity
proceeds had been received and the refinancing of our existing bank facilities had occurred at that time, this ratio would have been 1.7x. These numbers
have been calculated for illustrative purposes only and are based on preliminary and unaudited FY24 financials. The numbers also assume that the
Proposed Transactions and Bank Refinancing occur prior to FY24 year-end, which will not be the case.
Key terms of the a2MC Placement and the a2MC Settlement
The a2MC Placement will result in The a2 Milk Company
retaining its 19.83% shareholding in Synlait. The issue
price of 43 cents per share for the a2MC Placement
reflects a 43% premium to the Synlait closing share price
on the NZX Main Board on 15 August 2024 (which was
the last undisturbed share price prior to announcement
of the a2MC Settlement and a2MC’s support of an equity
raise). The issue price under the a2MC Placement has
been negotiated on an arms’ length basis between the
Independent Directors and a2MC and with the input of
external financial advisers for both parties. It is less than
the issue price being paid under the Bright Placement,
as the issue price under the Bright Placement includes a
premium for control. It is also below the valuation range of
46 cents to 83 cents per share determined by Northington
Partners in the Independent Report in Appendix 2 to this
Notice of Meeting, and is a 8% discount to the theoretical
price of 0.47 cents per share at which Synlait’s shares
would trade immediately following settlement of the Bright
Placement and the a2MC Placement.
2
The a2MC Settlement is a comprehensive settlement of the
disputes that Synlait has been involved in with The a2 Milk
Company. The a2MC Placement and a2MC Settlement will
not occur unless the Bright Placement and the refinancing of
our existing bank facilities occur concurrently or substantially
concurrently with the a2MC Placement and the a2MC
Settlement. Further information about the a2MC Placement
and the a2MC Settlement is set out in Section 4 (a2MC
Placement and a2MC Settlement) of this Notice of Meeting.
Use of proceeds
The gross proceeds to be received by Synlait from the Bright
Placement and the a2MC Placement (if completed) will be
approximately $217.8 million. The amount after costs will
be applied to repay outstanding bank debt such that, when
combined with the refinancing, Synlait will have facilities
available to it to improve its ability to pursue its long-term
strategy, to meet its expected working capital and other
corporate requirements and to allow for the repayment of
the Bonds on maturity in December 2024 or earlier if the
redemption rights triggered by the Proposed Transactions
are exercised (see Section 3 (Bright Placement) of this Notice
of Meeting for further details). The Proposed Transactions
and refinancing of our existing bank facilities will result in a
reduction in Synlait’s debt compared to its earnings.
3

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
9
Approvals required
The shareholder vote to approve the resolution relating
to the Bright Placement and the resolution relating to the
a2MC Placement and the a2MC Settlement will take place
at the Special Shareholders’ Meeting. In broad terms:
• the Bright Placement will require approval by way
of an ordinary resolution (greater than 50% of those
shares entitled to vote and voting) as the Bright
Placement is an issuance of shares requiring approval
under NZX Listing Rule 4.2.1, a “Material Transaction”
with a “Related Party” (as those terms are defined in
the NZX Listing Rules) requiring approval under NZX
Listing Rule 5.2.1 and an issuance which will result
in an increase to Bright Dairy Holding Limited’s 20%
or more holding of voting rights in Synlait requiring
approval under Rule 7(d) of the Takeovers Code – all
shareholders other than Bright Dairy Holding Limited
and its “Associated Persons” and “associates” (as
those terms are defined in the NZX Listing Rules
and the Takeovers Code respectively) can vote on
Ordinary Resolution 1; and
• the a2MC Placement will require approval by way
of an ordinary resolution (greater than 50% of those
shares entitled to vote and voting) as the a2MC
Placement constitutes a “Material Transaction” with
a “Related Party” (as those terms are defined in the
NZX Listing Rules) requiring approval under NZX
Listing Rules 4.2.1 and 5.2.1. As the a2MC Placement
and the a2MC Settlement Deed are each expressed
to be conditional upon the other occurring, Synlait
has included the coming into effect of the a2MC
Settlement Deed as part of the approval sought in
Ordinary Resolution 2 –The a2 Milk Company and its
“Associated Persons” (as that term is defined in the
NZX Listing Rules) may not vote in favour of Ordinary
Resolution 2. All other shareholders can vote on
Ordinary Resolution 2.
The shareholder vote to approve the amendments to
Synlait’s constitution will also take place at the Special
Shareholders’ Meeting, and will require approval by way
of a special resolution (75% or more of those shares
entitled to vote and voting) – all shareholders can vote on
Special Resolution 1. Implementation of Special Resolution
1 is conditional upon Ordinary Resolution 1 also being
approved by those shareholders entitled to vote on
Ordinary Resolution 1 and voting.
What is the impact on shareholders and why was a
placement to the two major shareholders chosen?
The size of the required recapitalisation is significant.
The gross proceeds to be raised under the equity raise
represent around three times Synlait’s current market
capitalisation. It is highly challenging to raise that amount
of new equity capital in light of Synlait’s financial position
and underperformance. Accordingly, after taking external
financial advice, the Independent Directors formed the
view that the optimal offer structure for the company
and its shareholders is with the support of its two major
shareholders via the Bright Placement and the a2MC
Placement.
In forming that view, the Independent Directors carefully
considered the impact on shareholders other than Bright
Dairy Holding Limited and The a2 Milk Company, including
the dilution of such shareholders’ aggregate shareholding
percentage from 41.2% to 14.9% on completion of the
Bright Placement and a2MC Placement. The Independent
Directors also weighed the benefit to shareholders of
extending participation to all shareholders under a pro rata
offer structure (with shares likely needing to be issued at
a significant discount to market price) against the reasons
why the current structure (with shares being issued at a
significant premium to market price) was selected.
The recapitalisation will involve the two major
shareholders putting in new money. Although the
recapitalisation is to achieve a reset of Synlait’s balance
sheet, the Independent Directors consider that the
risk level of such an additional investment in Synlait
shares given our current financial situation is high. The
Independent Directors concluded that this recapitalisation
should only be undertaken with major shareholders who
have a detailed understanding of the business and a
willingness to subscribe at a premium to the market price.
Bright Dairy Holding Limited is the largest shareholder
with four Bright appointed Directors on the Board, and
The a2 Milk Company is the major customer and second
largest shareholder. The Independent Directors granted
Bright Dairy Holding Limited and The a2 Milk Company
access to undertake due diligence on Synlait in an
expedited process. Each of these major shareholders were
able to form their own view on the merits and the risks of
participating in the equity raise.
Further, the selected structure also provides the
greatest certainty of raising sufficient equity proceeds
in the shortest timeframe. The Independent Directors’
view is that a pro rata offer to all shareholders would
ultimately have been largely taken up by the two major
shareholders in any event, by way of their respective pro
rata entitlements as well as the shortfall not taken up by
other shareholders. Given Synlait’s recent challenges,
the Independent Directors believe that participation
by Synlait’s other shareholders even at a significant
discount to Synlait’s share price, would have been very
low. As such, a pro rata structure was considered by
the Independent Directors to be very unlikely to raise

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
10
meaningful capital from investors other than Bright Dairy
Holding Limited and The a2 Milk Company. For these
reasons, the Independent Directors decided that the
selected structure is better for Synlait than a deeply
discounted pro rata offer available to all shareholders.
The Board does however acknowledge the strong
support retail shareholders have provided to Synlait
to date, especially with the recent approval of the
$130 million Bright Dairy International Investment
Limited shareholder loan. The Board is committed to
restoring confidence in Synlait for the benefit of all its
stakeholders.
Synlait’s long-term strategy
Synlait’s long-term strategy remains focused on its
Advanced Nutrition and Foodservice businesses, where
we believe that we are well-positioned to take advantage
of emerging customer demand trends.
The development and planned growth of our Advanced
Nutrition business is centred around expanding our
Early Life and Adult Nutrition offerings in China and
throughout Southeast Asia, where Bright is also present.
Our team is also focused on accelerating the growth of
the Foodservice UHT cream business through product
innovation and growing our distribution partnerships in
China and Southeast Asia. The performance of these
two businesses will be underpinned by a well-run and
disciplined Ingredients business.
Additional drivers of growth for Synlait will come from
further improvements in asset stability and utilisation,
and yield and efficiency. We also remain steadfast in
our commitment to maintaining strong cost control, to
underpin our financial stability, as well as retaining our
high-quality milk supply, enabled by our market-leading
Lead With Pride on-farm excellence programme.
In April, Synlait announced it was undertaking a
strategic review of its North Island assets, including its
manufacturing facility in Pokeno and its blending and
canning facility in Auckland. The rationale for the strategic
review was the Board’s commitment to exploring the
highest-value ownership structure of these assets to
maximise value for all shareholders. The assets’ utilisation
has been a challenge and options under consideration
include changing the products (or mix of products)
manufactured at the facilities, a divestment in whole or
part or another form of commercial arrangement such
as a joint venture or leaseback. The strategic review
was expected to take several months. It is now nearing
the final stages, and Synlait expects to make a further
announcement before it releases its full-year results at the
end of September.
The business will also continue to have a focus on
sustainability, as this forms a core part of Synlait’s right
to play when it comes to retaining and growing all
stakeholder groups.
Independent Report
In accordance with the NZX Listing Rules and the
Takeovers Code, the Board has commissioned an
independent report from Northington Partners (refer to
the Independent Report in Appendix 2 to this Notice
of Meeting) for the benefit of shareholders who are not
prohibited from voting in favour of, or on, the relevant
resolution to support their consideration of the resolution
to enter into the Bright Placement and the resolution
to enter into the a2MC Placement and for the a2MC
Settlement to come into effect. A summary of some of the
key conclusions reached by Northington Partners is set
out in Section 7 (Notice of Special Shareholders’ Meeting)
of this Notice of Meeting under the heading “Conclusions
from Independent Report”. Overall, Northington Partners
concludes in its Independent Report that: (a) on balance
and having regard to all relevant factors, the merits of the
Bright Placement, the a2MC Placement and the a2MC
Settlement outweigh the negative aspects and are in
the best interests of existing Synlait shareholders; and
(b) in its opinion, the terms and conditions of both the
Bright Placement and the a2MC Placement and the a2MC
Settlement collectively are fair to Synlait shareholders
not associated with Bright or a2MC. Shareholders should
carefully read the Independent Report in full.
Voting intentions of major shareholders
The a2 Milk Company is eligible to vote on Ordinary
Resolution 1 relating to the Bright Placement, and Bright
Dairy Holding Limited is eligible to vote on Ordinary
Resolution 2 relating to the a2MC Placement and the
a2MC Settlement.
The a2 Milk Company has confirmed that it intends to vote
in favour of the resolution relating to the Bright Placement,
subject to the independent directors not changing or
withdrawing their recommendation as expressed below.
As the holder of 19.83% of the shares (which equates to
approximately 33% of the votes eligible to be cast on
Ordinary Resolution 1 as a result of Bright Dairy Holding
Limited not being able to vote its shareholding on that
resolution), The a2 Milk Company’s vote will be influential
in determining the outcome of the resolution to approve
the Bright Placement.
Bright Dairy Holding Limited has confirmed that it intends
to vote in favour of the resolution relating to the a2MC
Placement and the a2MC Settlement. As the holder of
39.01% of the shares (which equates to approximately

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
11
49% of the votes eligible to be cast in favour of Ordinary
Resolution 2 as a result of The a2 Milk Company not being
able to vote its shareholding in favour of that resolution),
Bright Dairy Holding Limited’s vote is expected to determine
the outcome of the resolution to approve the a2MC
Placement and the a2MC Settlement coming into effect.
Recommendation in relation to the Bright Placement, the
a2MC Placement and the a2MC Settlement
The Independent Directors fully support the Bright
Placement, the a2MC Placement and the a2MC Settlement
as outlined in this Notice of Meeting and unanimously
recommend that shareholders vote in favour of Ordinary
Resolution 1 and Ordinary Resolution 2 at the Special
Shareholders’ Meeting (including the allotment of shares
under Rule 7(d) of the Takeovers Code). The Independent
Directors are recommending this approval to shareholders
as they believe it is the best way to reset Synlait’s balance
sheet and provide a platform to return to sustainable
growth. The Directors appointed by Bright Dairy Holding
Limited, being Leon Fung, Sihang Yang, Tao Zhang and
Yi Zhu, have abstained from making a recommendation
because of Bright Dairy Holding Limited’s involvement in
the Proposed Transactions.
Recommendation in relation to the Constitution
Amendments
All Directors support the proposed amendments to
Synlait’s constitution and unanimously recommend that
shareholders vote in favour of Special Resolution 1. Your
vote is important, regardless of how many shares you
own. I strongly encourage you to exercise your right to
vote on this important matter.
Please read this Notice of Meeting carefully. It contains
important information which you should consider before
you vote. You may also wish to seek independent legal,
financial, taxation and other professional advice when
considering your vote.
We look forward to your participation in the upcoming
Special Shareholders’ Meeting on Wednesday, 18
September 2024 at 9.00am.
Yours sincerely
George Adams
Chair

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
12
The details of the Bright Placement are set out below.
These have been the subject of robust and independent
negotiations between Synlait, through the Independent
Director committee, and Bright.
Bright has agreed to subscribe for 308,333,333 fully paid
ordinary shares in Synlait at the Bright Issue Price, each
payable in cash in full on issuance in accordance with
the terms of the Bright Commitment Letter. The Bright
Placement will not occur unless:
• Ordinary Resolution 1 and Ordinary Resolution 2 as set
out in this Notice of Meeting are passed;
• the conditions precedent to the Bright Commitment
Letter are satisfied, being:
• the Independent Directors unanimously
recommending that the shareholders of Synlait
vote in favour of Ordinary Resolution 1;
• Synlait providing evidence to Bright that it has
used its reasonable endeavours to obtain the
consent of counterparties to certain customer
and supplier contracts to the change of control of
Synlait that will result from the completion of the
Bright Placement;
• Ordinary Resolution 1 as set out in this Notice of
Meeting being passed; and
• Bright obtaining all governmental approvals,
filings and registrations required under applicable
laws of the People’s Republic of China for the
Bright Placement, including all approvals, filings
and registrations required by the People’s
Republic of China National Development and
Reform Commission or its designated local
authorities, the People’s Republic of China
Ministry of Commerce or its designated local
authorities, and the People’s Republic of China
State Administration of Foreign Exchange or its
designated local authorities or its designated
handling bank for the Bright Placement; and
• the a2MC Placement, the a2MC Settlement and
the Bank Refinancing all occur concurrently or
substantially concurrently with the Bright Placement.
3. BRIGHT
PLACEMENT
Key terms of the Bright Placement
Issuer Synlait Milk Limited
Subscriber Bright Dairy Holding Limited
ConditionsAs above
Number of shares308,333,333 ordinary shares
Share price $0.60 per share
Issuance date Tuesday, 1 October 2024
Bright has the right to terminate its obligations under the
Bright Commitment Letter if the offers under the Bright
Placement and the a2MC Placement are withdrawn, or if
any of the conditions precedent referred to above are not
satisfied (or waived, if capable of waiver, by Bright).
The shares are expected to be issued to Bright under
the Bright Placement on Tuesday, 1 October 2024.
The aggregate issue price for the Bright Placement is
$184,999,999.80.
Premium for control
Given the Bright Placement will result in Bright’s
shareholding exceeding 50%, Bright will, following
completion of the Bright Placement, have voting control
of Synlait (as further described below). The Independent
Directors believe that under such circumstances, the
Bright Issue Price of 60 cents per share represents a fair
and reasonable premium for Bright obtaining that control.
Refer to item 1 of table 2 in section 1.3 of the Independent
Report in Appendix 2 to this Notice of Meeting for further
information.
The Bright Issue Price reflects:
• a 100% premium to Synlait’s closing share price on
the NZX Main Board on 15 August 2024 (which
was the last undisturbed share price prior to
announcement of the a2MC Settlement and a2MC’s
support of an equity raise);
• a 94% premium to VWAP calculated over the 3-month
period to 15 August 2024;
• a 55% premium to VWAP calculated over the 6-month
period to 15 August 2024; and
• a 40% premium to the a2MC Issue Price.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
13
The premium to Synlait’s closing share price on the
NZX Main Board on 15 August 2024 (which was the last
undisturbed share price prior to announcement of the
a2MC Settlement and a2MC’s support of an equity raise)
and the VWAP calculated over the 3-month period to 15
August 2024 are materially higher than the NZX average
takeover premiums for the last trading day, and the
VWAP calculated over the 3-month period, prior to the
announcement of the relevant takeover of 41% and 37%
respectively, and the NZX median takeover premiums
for those timeframes of 34% and 29% respectively.
4

The Independent Directors believe that longer VWAP
timeframes (e.g. 12 months) are less relevant to the
current circumstances given the significantly challenged
operational and financial performance of the business
over the last 12 months that has resulted in a number of
earnings downgrades over such a period.
In reaching this view, the Independent Directors note the
limited alternative options available to Synlait.
Bright Deed Poll
Pursuant to the terms of the Bright Deed Poll and for the
purposes of ASX quotation requirements in respect of the
new shares to be issued to Bright, Bright has:
• undertaken not to sell, assign or otherwise dispose, or
transfer the effective control, of the shares the subject
of the Bright Placement for a period of 12 months from
the date of allotment of such shares, subject to certain
exceptions, including a transfer under a takeover offer,
scheme of arrangement or share buyback, a transfer
to a related company, a transfer under a security
interest in favour of any bona fide lender, a transfer
to a wholesale, institutional or sophisticated investor
who agrees to be bound by an equivalent transfer
restriction under a deed poll for the remainder of the
12 month period or if Synlait issues a cleansing notice
at the time of any sale or as a result of a requirement
of applicable law; and
• authorised Synlait to apply a holding lock, meaning
that Computershare, being the share registrar that
manages the Synlait share register, will be able to
ensure that the shares the subject of the Bright
Placement will not be able to be traded for 12 months
from the date of allotment of such shares, subject to
certain exceptions summarised above.
4
NZX average takeover premiums have been calculated by reference to publicly announced takeovers over $100 million (by way of scheme of arrangement
and full and partial takeover offers) of a group of 17 NZX listed issuers, excluding outliers above 100% and below 20%, in the period from February 2016
to November 2023 and uses VWAP for the relevant timeframe prior to the announcement of the relevant takeover transaction. NZX median takeover
premiums have been calculated by reference to publicly announced takeovers over $100 million (by way of scheme of arrangement and full and partial
takeover offers) of a group of 17 NZX listed issuers, applying no exclusions, in the period from February 2016 to November 2023 and uses VWAP for the
relevant timeframe prior to the announcement of the relevant takeover transaction.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
14
IssueCurrent PositionAfter Bright Placement
Special
constitutional rights
Yes, as noted belowNo, governed by Companies Act and NZX Listing
Rules
Bright’s right to
appoint/elect
Directors
Bright can appoint four out of eight Directors
(and control the appointment of the Board
appointed Director)
Bright cannot vote on the election of the three
Independent Directors
No restriction on Bright appointed Directors
holding office without re-election past the
third annual meeting following appointment or
three years, whichever is longer
The Amended Constitution provides for a Board of
up to eight Directors, and Bright can vote on and
therefore determine the election of all Directors
A table setting out the annual meeting at which each
of the current Bright appointed Directors will next be
required to retire is set out below:
Bright appointed
Director
Annual meeting at which
Bright appointed Director
must retire
Sihang YangFY24
Yi ZhuFY25
Leon FungFY26
Tao ZhangFY26
Each of these Directors will be eligible for re-election
at the relevant annual meeting and, if so re-elected,
will hold office until the third annual meeting following
their re-election or three years, whichever is longer
Board’s right to
appoint the Board
appointed Director
One, appointed by the remainder of the Board
for up to a three year term by a majority decision
(i.e., Bright appointed Directors can also control
the outcome of the appointment of this Director)
None
Number of
Independent Directors
Minimum of threeMinimum of two
New Zealand
resident directors
Minimum of twoMinimum of two
Ability to control
voting decisions of
the Board
Bright can appoint or control the appointment
and removal of up to five out of the eight
Directors (including via the Board’s right to
appoint the Board appointed Director), allowing
it to control the outcome of all Board decisions
(where the matter does not relate to Bright)
With a majority shareholding, Bright will be able
to control the appointment and removal of all of
the Directors, up to a maximum of eight Directors,
made up of at least two Independent Directors
and up to six non-independent Directors. Those
non-independent Directors will have the power
to control all Board decisions, except in limited
circumstances if they are restricted from voting
Impact on Bright’s shareholding and control rights
The Bright Placement will result in Bright increasing its
shareholding in Synlait from 39.01% to 65.25%. As a result
of Bright’s shareholding exceeding 50% upon completion
of the Bright Placement, its specific governance rights
in the Existing Constitution will cease to apply and be
deemed to be deleted, and instead it will have such rights
that accrue to any majority shareholder of an NZX Listed
company under the Companies Act and subject to the
NZX Listing Rules. The changes proposed to the Existing
Constitution will remove the provisions that will become
redundant at this point.
The rights that will accrue to Bright as a majority
shareholder of Synlait will include Bright ultimately having
the right to appoint such number of Directors as it sees fit
by virtue of being able to control an ordinary resolution
of Synlait. That right will be subject to the restrictions
contained in the Amended Constitution and the NZX Listing
Rules, including with respect to residency of directors, the
maximum number of directors, the minimum number of
independent directors and director rotation.
The table below summarises the key governance rights
that Bright has under the Existing Constitution (and the
rights Bright is proposed to have under the Amended
Constitution), the Companies Act and the NZX Listing Rules
before and after the Bright Placement.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
15
Another outcome of Bright holding more than 50% but less
than 90% of the voting rights in Synlait is that, under Rule
7(e) of the Takeovers Code, Bright will be able to increase
the percentage of voting rights it holds or controls in
Synlait by 5% or less from the lowest percentage of the
voting rights it holds or controls in any 12-month period
without being in breach of the fundamental rule under
the Takeovers Code. The fundamental rule provides that
a person who already holds or controls 20% or more
of the voting rights in Synlait cannot (together with its
associates) become the holder of an increased percentage
of voting rights in Synlait (other than in compliance with
the Takeovers Code or through an exemption). Bright will
not be able to increase the percentage of the voting rights
it holds or controls in Synlait in this manner for 12 months
from the date of allotment of shares to Bright under the
Bright Placement.
Change of control under Synlait agreements
There are certain material contracts with customers and
suppliers which will be able to be terminated by the
customer or supplier (as applicable) upon the change of
control of Synlait as a result of the Bright Placement. Synlait
will use its reasonable endeavours to obtain the consent of
the counterparties to those contracts, and is in the process
of commencing discussions with each of them. There are
other agreements, such as certain supply contracts and
smaller customer contracts, which might be terminated, but
Synlait believes that if termination under any such contract
were to occur, either individually or in aggregate, there
would not be a material impact on Synlait.
In addition, a2MC’s commitment to purchase certain
products exclusively from Synlait under the terms of
the NPMSA would cease to apply following a change
in control of Synlait as a result of the Bright Placement.
However, as set out in Section 4 (a2MC Placement and
a2MC Settlement) of this Notice of Meeting the settlement
agreed with a2MC provides that this exclusivity will cease
to apply from 1 January 2025 in any event and, as a result,
a2MC has agreed not to exercise its right to terminate
exclusivity following a change of control of Synlait
provided the conditions to the a2MC Settlement are
satisfied on or before 7 October 2024 and a2MC’s rights
are not otherwise prejudiced.
Synlait’s listed bonds
Synlait has $180 million of subordinated Bonds outstanding
which are quoted on the NZX Debt Market. The Bonds
mature on 17 December 2024 if not redeemed prior.
Under the Bond documents, if a “Change of Control Event”
occurs, Bondholders may choose to redeem their Bonds
before the maturity date (subject to no “Interest Deferral
Condition” existing or resulting from the redemption
(see below)). A “Change of Control Event” includes if any
circumstance or event arises which results in a person
(together with its associates) holding or controlling more
than 50% of the voting rights of Synlait. This would occur
at the time of completion of the Bright Placement.
An “Interest Deferral Condition” would exist in respect
of the Bonds if Synlait would not satisfy the solvency
test following the applicable payment of interest, or, in
respect of a Synlait debt document (such as the Bank
Facilities Agreement), if Synlait has breached a covenant
or undertaking (or such breach would occur as a result
of a payment of interest), or an event of default (however
described) has occurred and has not been waived or
remedied to the satisfaction of the applicable senior
creditor, or a cancellation notice has been issued by the
applicable senior creditor in respect of more than $35
million of commitments as a result of an event of review
(however described).
In summary, the issuance of shares to Bright under the
Bright Placement will constitute a Change of Control Event
in respect of the Bonds. The steps in respect of such
Change of Control Event will be as follows:
• Once the Change of Control Event occurs, Synlait
must promptly notify Bondholders (via NZX) and The
New Zealand Guardian Trust Company Limited as
bond supervisor (the Supervisor) of the Change of
Control Event.
• Synlait intends to give notice of the Change of Control
Event to Bondholders (via NZX) and the Supervisor on
the date that the issuance of shares under the Bright
Placement occurs (the Change of Control Event
Notice).
• The Bondholders have a period of not less than 10
business days after the date of the Change of Control
Event Notice (the Holder Election Date) in which to
elect to exercise their redemption rights.
• The Change of Control Event Notice must also specify
the date on which the Bonds that are subject to
redemption notices will be redeemed (the Change
of Control Event Redemption Date), which must be
no more than 30 business days after the date of the
Change of Control Event Notice. On that date, Synlait
must pay the “Change of Control Event Redemption
Amount” (as defined below) to each Bondholder who
has elected to redeem their Bonds.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
16
• If, as a result of the Bondholders’ elections, there will be
fewer than 50,000,000 Bonds remaining outstanding
upon the redemption of the Bonds (the Outstanding
Bonds), Synlait may elect to redeem all (but not part)
of the Outstanding Bonds by providing notice to
Bondholders. Synlait expects that it would not elect to
exercise this optional redemption right if triggered.
• If Synlait elects to redeem the Outstanding Bonds,
Synlait must pay the “Change of Control Event
Redemption Amount” (as defined below) to each
Bondholder on the Change of Control Event
Redemption Date (regardless of whether that
Bondholder elected to redeem their Bonds).
• The “Change of Control Event Redemption Amount”
means an amount equal to the greater of: (i) the
Redemption Amount (being the principal amount of
each Bond, accrued interest and any other amounts
due and payable); or (ii) the “VWAP Amount” and all
accrued interest in respect of each Bond. The VWAP
Amount is the arithmetic average of the daily volume
weighted average price of the Bonds (excluding
interest) traded through the NZX Debt Market on each
business day during the period of 20 consecutive
business days immediately preceding (but not
including) the date on which the Change of Control
Event occurred (in usual trading conditions, with a
process for this to be determined by an independent
adviser if exceptional or unusual circumstances apply).
Accordingly, it is possible that the amount Synlait is
required to pay to redeem the Bonds following the
Change of Control Event may be affected by trading
in the Bonds in the period leading up to the date of
the Bright Placement.
Bond Redemption EventIndicative Date
Bright Placement1 October 2024
Change of Control Event Notice1 October 2024
Expected suspension of trading of
the Bonds during the 10 business
day election period commences
1 October 2024
Holder Election Date15 October 2024
Expected suspension of trading
of the Bonds ceases
16 October 2024
Change of Control Event
Redemption Date
13 November 2024
Maturity Date of Bonds
(if not redeemed prior)
17 December 2024
• If there are not less than 50,000,000 Bonds
outstanding following the Change of Control Event
Redemption Date, or Synlait does not elect to redeem
the Outstanding Bonds, the Outstanding Bonds will
mature on 17 December 2024 and Synlait will be
required to redeem the Bonds on that date.
Synlait anticipates using funds drawn down under the
Bank Facilities available to Synlait following completion of
the Bank Refinancing to satisfy the redemption amounts
payable to Bondholders.
Below is a table of the likely key dates for the Bond
redemption process assuming the Bright Placement
occurs on 1 October 2024.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
17
BRIGHT’S STRATEGIC INVESTMENT IN SYNLAIT’S FUTURE
Bright has been the largest shareholder of Synlait since 2010 and is committed to Synlait’s long-term success.
The decision to participate in the proposed equity raise at this premium represents Bright’s recognition
of Synlait’s underlying value.
The equity raise was put forth in response to a series of unexpected adverse events, including the COVID-19
pandemic and high-inflation environment which has driven interest rates much higher. Notwithstanding these
challenges, Bright is committed to supporting Synlait through this economic cycle and will provide the requisite
financial support for its turnaround plans and operational investments for customers.
Bright’s decision to participate in the equity raise will reinforce Bright’s pre-existing commitment to support
Synlait’s ongoing turnaround and long-term expansion plans, including through the following:
• With an increased shareholding in Synlait, Bright will be better able to leverage its parent company’s
investment grade rating, as well as extensive relationships with banks (both Chinese and overseas) which may
help Synlait to secure more favourable borrowing terms, if required as part of any future refinancing.
• Bright will continue to support Board members and management to strengthen stakeholder relationships,
improve profitability and cash management as well as deliver a sustainable capital structure.
• Bright will also seek to work with Synlait to further realise revenue growth and cost synergies, capitalising on
Bright’s extensive China and overseas operations. This may include Synlait exploring expansion options for
Southeast Asia and other major markets through Bright’s networks, dairy industry research capabilities and
market reach.
• As a significant shareholder, Bright intends to continue to engage and listen carefully to the views of all
stakeholders, including customers (as appropriate), farmer suppliers, staff and shareholders to help maximise
Synlait’s long-term growth and development potential.
For the sake of clarity and consistent with its intention to help maximise Synlait’s long-term growth and development
potential, Bright wishes to confirm it would not propose any sale of Dunsandel, nor would it intend to support any sale
of Dunsandel, were any such initiative to be proposed.
STATEMENT FROM BRIGHT:
Bright Dairy Holding Limited, as potential majority shareholder pursuant to the Bright Placement, has provided Synlait with the
following statement for inclusion in this Notice of Meeting:

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
18
The details of the a2MC Placement and the a2MC
Settlement are set out below. These have been the subject
of robust and independent negotiations between Synlait,
through the Independent Director committee, and a2MC.
a2MC Placement
a2MC has agreed to subscribe for 76,283,104 fully paid
ordinary shares in Synlait at the a2MC Issue Price, each
payable in cash in full on issuance in accordance with the
terms of the a2MC Commitment Letter. The a2MC Placement
will not occur unless:
• Ordinary Resolution 1 and Ordinary Resolution 2 as set
out in this Notice of Meeting are passed;
• the conditions precedent to the a2MC Commitment
Letter are satisfied, being:
• the Independent Directors unanimously
recommending that the shareholders of
Synlait vote in favour of Ordinary Resolution
1 and Ordinary Resolution 2 and none of the
Independent Directors withdrawing or amending
that recommendation;
• Ordinary Resolution 1 and Ordinary Resolution 2 as
set out in this Notice of Meeting being passed;
• Bright entering into the Bright Commitment Letter;
• settlement of the Bright Placement occurring
contemporaneously with settlement of the a2MC
Placement;
• the a2MC Settlement Deed becoming unconditional
and taking effect in accordance with its terms;
• the Independent Report stating that on balance
and having regard to all relevant factors,
Northington Partners conclude that the merits of
the Bright Placement, a2MC Placement and the
a2MC Settlement outweigh the negative aspects
and are in the best interests of existing Synlait
shareholders and stating that, in Northington
Partners’ opinion, the terms and conditions of both
the Bright Placement, and the a2MC Placement
and the a2MC Settlement collectively are fair to
shareholders not associated with Bright or a2MC;
4. a2MC PLACEMENT AND
a2MC SETTLEMENT
• this Notice of Meeting including a statement that
Bright has confirmed that it intends to vote in
favour of Ordinary Resolution 2;
• there being no event, matter or information,
whether individually or in the aggregate, including
any breach of a warranty or obligation by Synlait
under the a2MC Commitment Letter, occurring
which has, or is likely to have, or will have if or once
disclosed to the market, a material adverse effect
on the solvency of Synlait or its ability to trade
as a going concern or the financial performance
or prospects of Synlait’s business following the
completion of the a2MC Placement and the Bright
Placement;
• Synlait providing evidence to a2MC that it has used
its reasonable endeavours to obtain the consent
of counterparties to certain customer and supplier
contracts to the change of control of Synlait
that will result from the completion of the Bright
Placement;
• there being no breach of certain material
warranties given by Synlait under the a2MC
Commitment Letter; and
• Synlait entering into binding documentation
in connection with the Bank Refinancing and
providing evidence that conditions to completion of
the Bank Refinancing have been satisfied or will be
satisfied concurrently or substantially concurrently
with the occurrence of the settlement of the a2MC
Placement and the a2MC Settlement, as further
described in this Section 5 (Other Important
Information) of this Notice of Meeting; and
• the Bright Placement, the a2MC Settlement and the
Bank Refinancing occur concurrently or substantially
concurrently with the a2MC Placement.
a2MC has the right to terminate its obligations under the
a2MC Commitment Letter if the offers under the Bright
Placement and the a2MC Placement are withdrawn, or if
any of the conditions precedent referred to above are not
satisfied (or waived, if capable of waiver, by a2MC) or are not
reasonably expected to be satisfied (or waived, if capable
of waiver, by a2MC), or the a2MC Placement does not
complete by 7 October 2024.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
19
The shares are expected to be issued to a2MC under the
a2MC Placement on Tuesday, 1 October 2024.
The a2MC Issue Price reflects a 43% premium to the Synlait
closing share price on the NZX Main Board on 15 August
2024 (which was the last undisturbed share price prior to
announcement of the a2MC Settlement and a2MC’s support
of an equity raise). The aggregate issue price for the a2MC
Placement is $32,801,734.72.
a2MC Deed Poll
Pursuant to the terms of the a2MC Deed Poll and for the
purposes of ASX quotation requirements in respect of the
new shares to be issued to a2MC, a2MC has:
• undertaken not to sell, assign or otherwise dispose, or
transfer the effective control, of the shares the subject
of the a2MC Placement for a period of 12 months from
the date of allotment of such shares, subject to certain
exceptions, including a transfer under a takeover offer,
scheme of arrangement or share buyback, a transfer to
a related company, a transfer under a security interest in
favour of any bona fide lender, a transfer to a wholesale,
institutional or sophisticated investor who agrees to
be bound by an equivalent transfer restriction under a
deed poll for the remainder of the 12 month period or if
Synlait issues a cleansing notice at the time of any sale
or as a result of a requirement of applicable law; and
• authorised Synlait to apply a holding lock, meaning that
Computershare, being the share registrar that manages
the Synlait share register, will be able to ensure that
the shares the subject of the a2MC Placement will not
be able to be traded for 12 months from the date of
allotment of such shares, subject to certain exceptions
summarised above.
Key terms of the a2MC Placement
Issuer Synlait Milk Limited
Subscriber The a2 Milk Company Limited
(or, at its direction, a wholly-
owned subsidiary of The a2
Milk Company Limited)
ConditionsAs above
Number of shares76,283,104 ordinary shares
Share price $0.43 per share
Issuance date Tuesday, 1 October 2024
a2MC Settlement
While the a2MC Settlement Deed remains conditional, it is
without prejudice to the respective positions of a2MC and
Synlait in respect of the NPMSA Disputes and associated
arbitration proceedings. Unless and until those conditions
are satisfied, neither a2MC nor Synlait can rely on the
Settlement Deed (or the positions taken by a party in it)
for the purposes of the NPMSA Disputes and associated
arbitration proceedings.
SMFL (a wholly-owned subsidiary of Synlait) and A2IN (a
wholly-owned subsidiary of a2MC) are parties to the NPMSA,
pursuant to which SMFL procures the manufacture and supply
of certain infant milk products by Synlait for A2IN and a2MC.
Various disputes have arisen in respect of certain matters
under the NPMSA, including:
• whether the cancellation by A2IN of its exclusivity
obligation under the NPMSA by notice on 15 September
2023 was valid;
• whether the obligation on SMFL to procure the supply
of a minimum annual volume of product, and certain
priority arrangements in favour of a2MC, will cease to
apply if the exclusivity obligations under the NPMSA are
found to have been validly cancelled;
• what, if any, intellectual property under the NPMSA, and
related know-how in the products, is owned by a2MC; and
• which party is responsible for certain one-off
airfreighting costs,
(together, the Exclusivity Disputes), and:
• the pricing of certain products and components of
certain products (the Pricing Disputes);
• the status of new products developed under the
NPMSA (the New Products Dispute); and
• certain other disputes including costs associated with
various operational matters and disputed sums (the
Other Matters Disputes), together with the Exclusivity
Disputes, the Pricing Disputes and the New Products
Dispute (the NPMSA Disputes).
SMFL and A2IN were involved in arbitration proceedings in
respect of the NPMSA Disputes but have entered into the
a2MC Settlement Deed to resolve those disputes in full. See
the table below for a summary of the key terms of the a2MC
Settlement Deed.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
20
The a2MC Settlement Deed has been entered into, but the
settlement remains conditional on:
• the passing of Ordinary Resolution 2 as set out in this
Notice of Meeting;
• completion of the Bright Placement and the a2MC
Placement; and
• completion of the Bank Refinancing.
The above conditions will be satisfied if Ordinary Resolution
1 and Ordinary Resolution 2 are passed, the proposed
proceeds of approximately $217.8 million are raised upon
Bright subscribing for approximately $185 million shares and
a2MC subscribing for approximately $32.8 million shares
and the other conditions to the Bank Refinancing have been
satisfied or will be satisfied concurrently or substantially
concurrently with completion of the Bright Placement and
the a2MC Placement.
Key terms of the a2MC Settlement Deed
PartiesSynlait Milk Limited
Synlait Milk Finance Limited
The a2 Milk Company Limited
A2 Infant Nutrition Limited
Settlement DateThe date the final condition is satisfied and the settlement payment is received.
Settlement payment from
A2IN to SMFL
The net effect of payments between the parties under the a2MC Settlement Deed
(excluding future pricing terms) is a one-off payment from A2IN to SMFL of $24.75 million.
This payment includes amounts that had been largely withheld in accordance with the
terms of the NPMSA from payment pending resolution of matters in dispute.
Exclusivity DisputesThe parties have agreed that A2IN’s cancellation of its exclusivity obligation under the
NPMSA by notice on 15 September 2023 is valid but that exclusivity will not end until 1
January 2025.
As a result, a2MC has agreed not to exercise its right to terminate exclusivity following
a change of control of Synlait that would occur on completion of the Bright Placement
(provided the conditions to the a2MC Settlement are satisfied on or before 7 October
2024 and a2MC’s rights are not otherwise prejudiced).
The parties have agreed that SMFL’s commitments in the NPMSA to procure the supply
of a minimum annual volume of product, and certain priority arrangements in favour of
a2MC, shall continue after the end of exclusivity on 1 January 2025.
The parties have agreed that:
• A2IN owns the intellectual property rights for the product specifications of all
finished products currently manufactured under the NPMSA; and
• A2IN and a2MC are free to manufacture, and/or procure the manufacture of the
products utilising the product specifications.
The dispute regarding airfreight costs has been resolved with SMFL contributing to A2IN
transport costs. The net settlement payment noted above reflects this contribution by SMFL.
SMFL has agreed to make available to A2IN a second SAMR registration slot at Dunsandel
for a new China label infant formula product under the NPMSA which A2IN intends to
utilise. The parties will work together to seek registration from SAMR by December 2029.
Pricing DisputesThe parties have agreed to resolve the various pricing disputes between them as to the
application of the controllable and non-controllable costs provisions in the NPMSA.
New Products DisputeThe parties have agreed that the infant milk formula products developed for the United
States market are products supplied under the NPMSA, with A2IN contributing to certain
Synlait development costs and US FDA registration costs.
Operational MattersThe parties have agreed that, going forward, SMFL will provide A2IN with enhanced
access to SMFL’s site, people and information relevant to SMFL’s supply to A2IN in
addition to adjustments to manufacturing standards.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
21
The Board is pleased to have settled these disputes
and believes that it is in the best interests of Synlait to
resolve this impasse on the agreed terms summarised
above. Synlait will receive a payment from A2IN upon
the a2MC Settlement taking effect, and will also benefit
from improved purchase order deposit payment terms.
Although Synlait is receiving a payment and pricing on
certain existing products manufactured for A2IN will
increase incrementally, the wider settlement arrangements
mean that, when taken as a whole, the overall profitability
of the products produced for A2IN is expected to
be moderately impacted due to additional costs and
adjustments to manufacturing standards. Despite this, new
business opportunities exist with The a2 Milk Company,
in relation to potential long term US IMF market access
and the development of an additional China label product
subject to US FDA and SAMR approval respectively.
A2IN and Synlait will work together to progress long-
term FDA approval for a2 Platinum® in the United States,
and to develop a potential new China Label registered
product, prepare the SAMR registration dossier and seek
registration from SAMR by December 2029.
Synlait is conscious that a2MC is likely to continue to
attempt to develop its own manufacturing capability, and
the agreement to end exclusivity under the NPMSA (which
occurs under the a2MC Settlement Deed on 1 January
2025) will allow a2MC to choose what products it requires
Synlait to produce and Synlait will generally be obliged
to produce those for a2MC. Synlait will continue to hold
the Chinese regulatory SAMR registration, attached to its
Dunsandel facility, after the a2MC Settlement takes effect.
The registration is for The a2 Milk Company’s Chinese
labelled 至初® Infant Formula (stages one, two and three).
Synlait expects that in the short term a2MC will likely
continue to need Synlait to produce all products, however,
with the exception of the China Label products needing
to be produced at Synlait’s Dunsandel facility holding the
SAMR registration, the cessation of exclusivity will mean
a2MC will be able to shift the production of other products
away from Synlait. This may happen in the near term and
a2MC may relatively quickly develop its own manufacturing
capability and seek its own SAMR registration at one or
more facilities. The effect of a2MC gaining additional China
label slots may be that the existing China label volumes
that Synlait currently produces will drop as they will be
split across additional product ranges. Synlait considers
that its outsourced manufacturing service that it provides
to a2MC will continue to be of benefit to a2MC, but has
no assurance from a2MC in relation to any continued level
of orders. Synlait will carefully monitor the cost – benefit
of the NPMSA and in the event that there is a material
transition by a2MC away from Synlait manufacturing,
Synlait may choose to terminate the NPMSA. Any
termination would require a minimum of three years notice
and a further supply period of a year.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
22
Impact on shareholding percentage and equity value
While the Bright Placement and the a2MC Placement
will result in significant percentage shareholding dilution
for shareholders other than Bright and a2MC (the Other
Shareholders), all shareholders will benefit from a higher
assumed equity value of their shareholding based on
the theoretical share price immediately following the
Bright Placement and the a2MC Placement compared to
the equity value of their shareholding based on the last
market price immediately prior to the Bright Placement
and the a2MC Placement as a result of the shares being
issued at a premium to current market price. Please
see the table below for an illustration of these concepts
as they relate to “Other Shareholders” before and
immediately after the Bright Placement and the a2MC
Placement. Please note the below table is calculated as
at 15 August 2024 (which was the last trading day prior
to announcement of the a2MC Settlement and a2MC’s
support of an equity raise) and does not take into account
any changes to the quoted price of Synlait’s shares on
either NZX or ASX following that date.
5. OTHER IMPORTANT
INFORMATION
5
Calculated based on Synlait’s share price as at 15 August 2024 (which was the last undisturbed share price prior to announcement of the a2MC Settlement
and a2MC’s support of an equity raise).
6
Calculated based on the assumed market capitalisation of Synlait following the Bright Placement and the a2MC Placement of $283 million (being the
market capitalisation as at 15 August 2024 of $66 million, plus $217.8 million of equity raised by way of the Bright Placement and the a2MC Placement) and
Other Shareholders’ shareholding upon completion of the Bright Placement and the a2MC Placement of 14.9%.
7
Being 100,000 shares multiplied by the Synlait closing share price on the NZX Main Board on 15 August 2024 (which was the last undisturbed share price
prior to announcement of the a2MC Settlement and a2MC’s support of an equity raise).
8
Being 100,000 shares multiplied by Synlait’s theoretical share price on the NZX Main Board upon completion of the Bright Placement and the a2MC
Placement, based on the assumed market capitalisation of $283 million following the Bright Placement and the a2MC Placement (being the market
capitalisation as at 15 August 2024 of $66 million, plus $217.8 million of equity raised by way of the Bright Placement and the a2MC Placement). Please
note this illustrative example is calculated as at 15 August 2024 (which was the last trading day prior to announcement of the a2MC Settlement and a2MC’s
support of an equity raise) and does not take into account any changes to the quoted price of Synlait’s shares on either NZX or ASX following that date.
By way of further illustrative example only:
If an Other Shareholder holds 100,000 shares:
• before the Bright Placement and the a2MC
Placement, those 100,000 shares would be worth
$30,000 based on a share price of $0.30 and
represent 0.05% of Synlait’s shares
7
; and
• upon completion of the Bright Placement and the
a2MC Placement, those 100,000 shares would
be worth $46,979 based on a share price of
$0.47 and represent 0.02% of Synlait’s shares
8
.
Shareholders should also consider the counter-factual that the
Bright Placement and the a2MC Placement are not approved,
which would put all shareholders’ equity value at risk.
Bank Refinancing
Synlait’s Bank Facilities are in place with its banks, being
as at the date of this Notice of Meeting, ANZ New Zealand
Bank Limited, Bank of China (New Zealand) Limited, China
Construction Bank Corporation New Zealand Branch, The
Hongkong and Shanghai Banking Corporation Limited and
Cooperatieve Rabobank U.A., New Zealand Branch. The
Bank Facilities comprise two main facilities (a seasonal
working capital facility and revolving credit facility), with
various tranches of lending under the revolving credit facility.
A significant portion of the existing Bank Facilities mature on
1 October 2024 (with certain tranches maturing on 1 October
2025). Synlait is proposing to refinance its Bank Facilities with
the possibility of new banks entering the syndicate. The Bank
Refinancing is expected to be implemented by way of “amend
and extend” in respect of Synlait’s Bank Facilities Agreement.
Pre-Bright
Placement
and a2MC
Placement
Post-Bright
Placement
and a2MC
Placement
Other Shareholders’
shareholding percentage
(i.e., shareholders other
than Bright and a2MC)
41.2% 14.9%
Other Shareholders’
equity value
approximately
$27 million
5
approximately
$42 million
6

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
23
A summary of the key proposed terms of the Bank
Refinancing are below. These terms are currently being
negotiated with Synlait’s banks and the terms may change.
At a minimum, the total size of the refinanced Bank Facilities
will be not less than $450 million and having a minimum one
year term and with a net leverage ratio (being “Net Senior
Debt” at the relevant balance date to EBITDA for the financial
year ending on that balance date) of 2.50x or more. Synlait
plans to provide an update (via NZX) when the terms of the
Bank Refinancing are finalised. In addition, at this stage,
there is no certainty that Synlait will be able to complete the
Bank Refinancing. If Synlait is unable to complete the Bank
Refinancing, the Bright Placement and the a2MC Placement
will not proceed and the disputes relating to the a2MC
Settlement will remain unresolved. In this situation, Synlait
would likely need to cease trading and initiate a formal
insolvency process unless it were to become clear that
further support would be forthcoming from its existing banks.
Further, even if the Board were to form the view in these
circumstances that Synlait could continue trading, the existing
banks may seek to initiate a formal insolvency process,
such as appointing a receiver, were Synlait to default on
its obligations to those banks. All tranches of the existing
Bank Facilities (other than tranches with a combined limit of
approximately $62 million) are due to mature on 1 October
2024 and all amounts outstanding under those tranches
must be repaid by Synlait on or before that date if not
refinanced.
On 12 July 2024, Synlait undertook a drawdown of the
Shareholder Loan which it used to repay $130 million
to its banks on 15 July 2024 following approval of that
transaction by shareholders at a special shareholders’
meeting on 11 July 2024. The amount outstanding under
the Shareholder Loan is $130 million and the obligations of
Synlait (and its subsidiaries) in respect of the Shareholder
Loan are subordinated to the obligations of Synlait (and
its subsidiaries) in respect of the Bank Facilities. The
Banks would need to agree to any early repayment of the
Shareholder Loan for this to take place, although early
repayment is not currently contemplated. For further
information in relation to the terms of the Shareholder
Loan, shareholders should refer to the Notice of Meeting
dated 25 June 2024 in respect of the special meeting of
shareholders relating to the Shareholder Loan.
Proposed Bank Refinancing terms
At this stage, Synlait is seeking commitments for the
refinanced Bank Facilities of $450 million. The refinanced
Bank Facility limits are expected to be seasonally adjusted,
with step-ups and step-downs over time to match Synlait’s
expected funding needs as a result of its seasonal
payments profile.
The refinanced Bank Facilities are expected to have a
term of approximately one year, maturing 12 months from
closing of the Bank Refinancing. They will replace in
full the existing Bank Facilities, and be additional to the
$130 million Bright Shareholder Loan described above.
The refinanced Bank Facilities and associated hedge
counterparties will have the benefit of the guarantees and
security that support the existing Bank Facilities.
Interest is proposed to be calculated on a Base Rate
(BKBM, or compounded SOFR for USD denominated
drawings) plus a margin. Line fees will also be payable.
Indicative feedback from the proposed lenders is that the
refinanced Bank Facilities will be subject to the following
financial covenants:
• Net leverage ratio (being “Net Senior Debt” at the
relevant balance date to EBITDA for the financial year
ending on that balance date) of a maximum of 2.50x
on the balance date for the financial year ending on
31 July 2025.
• Working capital ratio (being the aggregate value of
inventory (excluding consumables and packaging)
and debtors of the obligors (excluding allowance
for doubtful debts and debts past 90 days due) to
the aggregate of the amount outstanding under the
facilities, less any credit balances held on deposit in an
account of the obligor held with a lender) must exceed
1.20x for the period from 1 August to 31 March in each
year and 1.50x from 1 April to 31 July in each year.
• Interest cover ratio of a minimum of 2.50x at each
quarter date for the financial year ending on 31 July
2025.
• Shareholders’ funds to exceed $500 million at all times.
These financial covenants are not yet confirmed and are
subject to finalisation of the refinanced Bank Facilities and
approvals of all lenders. Those approvals have not yet
been received.
Completion of the Bank Refinancing is expected to be
conditional on the completion of the Bright Placement
and the a2MC Placement and evidence that Synlait has
entered into and is implementing a settlement with a2MC
(amongst other matters). Additionally, completion of the
Bank Refinancing will be conditional on usual financing
conditions precedent including delivery of documents,
issuance of legal opinions, payment of refinancing fees
and completion of ‘know your customer’ checks.

SYNLAIT 2024 NOTICE OF SPECIAL SHAREHOLDERS’ MEETING
24
All lenders to the Bank Refinancing have confirmed that
they have received credit approval, and documentation
is expected to be completed during September. It is
anticipated that satisfaction of the conditions precedent
and flow of funds to implement the Bank Refinancing will
occur concurrently on the date of the completion of the
Bright Placement and the a2MC Placement.
Please see the specific risk in relation to the Bank
Refinancing, including the terms of the Bank Refinancing,
in the section titled “Key risks” immediately below.
Key risks
The below paragraphs set out what Synlait considers to be
the more significant specific risks relating to the Proposed
Transactions. This Notice of Meeting does not set out all of
the risks. Some risks relating to the Proposed Transactions
may be unknown, and other risks, currently believed to be
immaterial, could turn out to be material.
Equity raise provides insufficient capital for the business
Notwithstanding that it is the Board’s view that the Proposed
Transactions, alongside the Bank Refinancing, will complete
the balance sheet reset required by the business, there
is the risk that the equity capital raised from the Bright
Placement and the a2MC Placement is insufficient to cover
the needs of the Synlait business moving forward, including
as a result of previously unidentified historical liabilities
or new unforeseen liabilities or capital or other corporate
requirements. In that scenario, Synlait may have insufficient
equity and/or liquidity to repay its borrowings or debt
when due (including the Bonds) and/or meet capital and
operational requirements of the business and it would need
to re-assess its balance sheet and operations. It may need
to dispose of assets and/or access additional equity or debt
funding which may not be achievable in the time available or
for the amounts required.
Following the Bright Placement and the a2MC Placement,
Bright and a2MC will together hold approximately
85% of the shares on issue. The success of any
further equity raise, if required, would likely require
the further participation of Bright and a2MC (as well
as shareholder approvals for any further participation).
There is no guarantee that the further support of those
major shareholders would be available and/or that the
shareholder approvals would be obtained.
Refinancing risk
Synlait does not yet have executed documentation for
the Bank Refinancing. Synlait will continue to work on
final agreement of those terms and commitments and
satisfaction of any conditions precedent ahead of the
Special Shareholders’ Meeting. If it is unable to finalise
documentation for the Bank Refinancing, none of the
Bright Placement, the a2MC Placement or the a2MC
Settlement will be able to occur.
If final documentation for the Bank Refinancing is agreed
ahead of the Special Shareholders’ Meeting, any conditions
precedent are satisfied and both Ordinary Resolution 1 and
Ordinary Resolution 2 are passed, there is a residual risk
that monies payable under the Bright Placement or a2MC
Placement will not be received by 1 October 2024 due to
delays, outside of the parties’ control, in transferring the
money. If the funds required to repay the Banks are not
received by 1 October 2024 (being the date on which a
significant portion of the existing Bank Facilities mature),
Synlait will need to request an extension from the Banks for
a short period of time to allow for funds to be received and
the Proposed Transactions and Bank Refinancing to settle.
Even if the Bright Placement, the a2MC Placement and
the Bank Refinancing are completed, Synlait will still have
a moderately high debt position, and the fact that the
Bank Refinancing is a short-term refinancing with all of the
refinanced Bank Facilities expected to have a one year
tenor (generally Synlait’s normal practice is to have 50%
as one year tenor due to the seasonality of the business),
means that Synlait will be exposed to a risk in relation
to its ability to subsequently refinance its Bank Facilities
next year. Its ability to meet its payment obligations and
comply with the covenants in its Bank Facilities and other
borrowings will depend on the success of its short term
business performance, including its ability to generate
sufficient cashflow to satisfy its obligations, which are all
subject to some uncertainties and contingencies beyond
its control. It may make it difficult for Synlait to refinance
all or some of these debt facilities (including the Bank
Facilities and Shareholder Loan) in the future and on short
notice, and the terms of any replacement debt facilities
may be less favourable and may result in increased
interest costs and interest margins.
Shareholders’ equity value deteriorates as a result of a
decline in Synlait’s market share price
Completion of the Bright Placement and the a2MC
Placement is not expected to negatively impact the equity
value of Synlait’s shares by way of reducing the theoretical
market price per share (see the section titled “Impact
on shareholding percentage and equity value” of this
Section 5 (Other Important Information)). However, Synlait
notes that the market price of its shares has deteriorated
significantly in recent times and there can be no assurance
that this will not happen again following completion of the
Bright Placement and the a2MC Placement, resulting in a
reduction in equity value for Shareholders.