Appendix 3B Forms

Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
SYNLAIT MILK LIMITED
Announcement Type
New announcement
Date of this announcement
17/9/2024
The Proposed issue is:
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code+Security description
Maximum Number of
+securities to be issued
SM1ORDINARY FULLY PAID FOREIGN EXEMPT NZX308,333,333
Proposed +issue date
1/10/2024
Refer to next page for full details of the announcement
A placement or other type of issue

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Part 1 - Entity and announcement details
1.1 Name of +Entity
SYNLAIT MILK LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ARBN
Registration Number
614984655
1.3 ASX issuer code
SM1
1.4 The announcement is
1.5 Date of this announcement
17/9/2024
1.6 The Proposed issue is:
A placement or other type of issue
New announcement

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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
7A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
18/9/2024
Is the date estimated or
actual?
** Approval
received/condition met?

Comments
The placements are subject to shareholders of Synlait approving, at a special shareholder meeting on 18 September
2024, the following by way of ordinary resolution:
an issue of shares to Bright Dairy Holding Limited (Bright Dairy placement); and
an issue of shares to The a2 Milk Company Limited (or, at its direction, a wholly-owned subsidiary of the a2 Milk Company
Limited) (a2MC placement) (the a2MC placement together with the Bright Dairy placement being the Placement), and 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 (the Settlement).
The above matters are inter-conditional, such that if one resolution is not passed, neither of the resolutions will be
implemented.
Further details of the Placement and Settlement and any additional conditions are provided in the notice of meeting dated
20 August 2024.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
SM1 : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Number of +securities proposed to be issued
308,333,333
Offer price details
Are the +securities proposed to be issued being issued for a cash
No
Existing class
Actual
Yes

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Are the +securities proposed to be issued being issued for a cash
consideration?
In what currency is the cash
consideration being paid?
NZD - New Zealand Dollar
What is the issue price per
+security?
NZD 0.60000
AUD equivalent to issue price amount per +security
0.550000
FX rate (in format AUD 1.00 / primary
currency rate):

AUD 1.00
FX rate (in format AUD rate/primary
currency rate) Primary Currency rate
NZD
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Part 7C - Timetable
7C.1 Proposed +issue date
1/10/2024
Part 7D - Listing Rule requirements
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.2 Is the proposed issue to be underwritten?
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
N/A
No
No
No
No
Yes
Yes

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Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
To fund the retirement of debt
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12
months in a manner that would breach section 707(3) or 1012C(6)
No
Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12
months in a manner that would breach section 707(3) or 1012C(6)
No

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Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
SYNLAIT MILK LIMITED
Announcement Type
New announcement
Date of this announcement
17/9/2024
The Proposed issue is:
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code+Security description
Maximum Number of
+securities to be issued
SM1ORDINARY FULLY PAID FOREIGN EXEMPT NZX76,283,104
Proposed +issue date
1/10/2024
Refer to next page for full details of the announcement
A placement or other type of issue

Appendix 3B - Proposed issue of securities
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Part 1 - Entity and announcement details
1.1 Name of +Entity
SYNLAIT MILK LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ARBN
Registration Number
614984655
1.3 ASX issuer code
SM1
1.4 The announcement is
1.5 Date of this announcement
17/9/2024
1.6 The Proposed issue is:
A placement or other type of issue
New announcement

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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
7A.1a Conditions
Approval/Condition
+Security holder approval
Date for determination
18/9/2024
Is the date estimated or
actual?
** Approval
received/condition met?

Comments
The placements are subject to shareholders of Synlait approving, at a special shareholder meeting on 18 September
2024, the following by way of ordinary resolution:
- an issue of shares to Bright Dairy Holding Limited (Bright Dairy placement); and
- an issue of shares to The a2 Milk Company Limited (or, at its direction, a wholly-owned subsidiary of the a2 Milk
Company Limited) (a2MC placement) (the a2MC placement together with the Bright Dairy placement being the
Placement), and 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 (the Settlement).
The above matters are inter-conditional, such that if one resolution is not passed, neither of the resolutions will be
implemented. Further details of the Placement and Settlement and any additional conditions are provided in the notice of
meeting dated 20 August 2024.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
SM1 : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Number of +securities proposed to be issued
76,283,104
Offer price details
Are the +securities proposed to be issued being issued for a cash
No
Existing class
Actual
Yes

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Are the +securities proposed to be issued being issued for a cash
consideration?
In what currency is the cash
consideration being paid?
NZD - New Zealand Dollar
What is the issue price per
+security?
NZD 0.43000
AUD equivalent to issue price amount per +security
0.400000
FX rate (in format AUD 1.00 / primary
currency rate):

AUD 1.00
FX rate (in format AUD rate/primary
currency rate) Primary Currency rate
NZD
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Part 7C - Timetable
7C.1 Proposed +issue date
1/10/2024
Part 7D - Listing Rule requirements
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.2 Is the proposed issue to be underwritten?
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
NA
No
No
No
No
Yes
Yes

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Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
to fund the retirement of debt
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12
months in a manner that would breach section 707(3) or 1012C(6)
No
Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12
months in a manner that would breach section 707(3) or 1012C(6)
No