Synlait Special Shareholders’ Meeting Poll Results

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








NZX: SML
ASX: SM1

18 September 2024

Synlait Special Shareholders’ Meeting Poll Results

Synlait Milk Limited (Synlait) advises that the three resolutions put to shareholders at its Special
Shareholders’ Meeting today have passed.

To reduce Synlait’s debt, shareholders were asked to vote on the issuance of approximately $217.8
million of new equity capital to the company’s two largest shareholders, Bright Dairy Holding Limited
(Bright Dairy) and The a2 Milk Company, as well as Synlait’s settlement with The a2 Milk Company.
Shareholders were also asked to vote on certain administrative amendments to Synlait’s constitution.

The equity raise is conditional on the refinancing of Synlait’s bank facilities and certain other conditions
precedent. Synlait entered into definitive documentation to implement the refinancing of its banking
facilities on Monday 16 September 2024.

The equity raise, the settlement with The a2 Milk Company, and the bank refinancing are all inter-
conditional and therefore must all occur contemporaneously (or substantially contemporaneously) with
each other, or not at all. Completion of all three components is expected on Tuesday 1 October 2024,
subject to the final conditions precedent to the equity raise and refinancing being satisfied.

Synlait Chair George Adams commented: “This is a watershed vote for Synlait. Shareholders have
given us the opportunity to create a positive future for the company, its investors, farmer suppliers,
customers, suppliers and for our 1,400 employees. Thank you for support.”

On behalf of Bright Dairy’s Appointed Directors, Director Julia Zhu commented: “Our decision to
participate in this process has been about protecting the long-term value of Synlait and further reflects
the scale of our commitment to see it rebuild stronger, while restoring farmer supplier confidence over
coming years.”

The resolution results were as follows:

Resolution For Against Abstain Total
Ordinary Resolutions
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.
86,514,923
(94.23%)
5,296,342
(5.77%)
85,300,714

91,811,265

(42% of total
capital
issued)

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

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.
128,275,456
(95.93%)
5,437,398
(4.07%)
43,399,125

133,712,854

(61.17% of
total capital
issued)
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.
171,534,759
(96.84%)
5,595,068
(3.16%)
112,343

177,129,827

(81.04% of
total capital
issued)

Synlait bonds – control giving right to early redemption

With respect to Synlait’s listed subordinated bonds (SML010), the company takes this opportunity to remind
holders that following the passing of today’s resolutions, subject to completion of the equity raise taking
place on 1 October 2024 as anticipated, a change of control event will occur in relation to the bonds and
holders will have the right to redeem their bonds early from 1 October 2024 until 5.00pm on 15 October
2024 at: www.synlaitbond.co.nz

The redemption price is expected to be $1.00 per bond (plus accrued interest) if the trading price continues
to be less than $1.00.

Synlait plans to request a suspension of trading of the bonds for the 10 working day period during which
holders can exercise their early redemption right. Holders who elect to have their bonds redeemed early will
not be able to trade those bonds until they are redeemed on 13 November 2024. Holders who do not elect
to have their bonds redeemed early will be able to trade those bonds once the suspension of trading is lifted
on 16 October 2024. In that case, holders should note that the reduced number of outstanding bonds on
issue may impact trading of the remaining bonds during the period from when the suspension of trading is
lifted until the bonds cease trading on 4 December 2024. Those remaining bonds would mature on 17
December 2024.

Further information about the potential early redemption of the bonds is set out on pages 15 and 16 of the
notice of meeting, Synlait’s announcement on 20 August 2024, and at: www.synlaitbond.co.nz

A replay of the Special Shareholders’ Meeting will be available at: https://www.synlait.com/investors

Authority to make this announcement:
Hannah Lynch
Head of Strategy & Corporate Affairs
P: +64 21 252 8990
E: hannah.lynch@synlait.com

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



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

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