SML completes equity raise;bonds change of control underway

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

NZX: SML
ASX: SM1


1 October 2024

Synlait completes equity raise; bonds change of control process underway

Synlait Milk Limited (Synlait) confirms that 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, was successfully completed today alongside the refinancing of Synlait’s existing bank facilities.
Synlait also confirms that the settlement with The a2 Milk Company is also now effective.

Synlait Chair George Adams commented: “Today’s transactions provide a new foundation on which Synlait
can further progress it s business recovery. It is good to have these distractions behind us and the space to
solely focus on our strategy to return the company to profitability.”

SML010 bonds – change of control giving right to early redemption underway

With respect to Synlait’s listed subordinated bonds with the ticker SML010 bonds, Synlait confirms that a
change of control event has occurred today in respect of the SML010 bonds as a result of completion of the
issuance of shares to Bright Dairy.

The occurrence of the change of control event has triggered an early redemption right for bondholders. A
copy of the change of control event notice issued to holders of the SML010 bonds has been provided with
this announcement.

Holders will have the right to redeem their bonds early from Monday 1 October 2024 until 5.00pm on
Tuesday 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. Holders who elect to have their bonds redeemed early will not be able to trade those
bonds until they are redeemed on Wednesday 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 Wednesday 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 Wednesday 4
December 2024. Those remaining bonds will mature on Tuesday 17 December 2024.

A timetable of events is detailed on the next page.

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

Event Date
Trading suspension placed on SML010 Tuesday 1 October 2024
(pre-market open)
Change of control event upon completion of settlement and
allotment of the placement of shares to Bright Dairy
Tuesday 1 October 2024
Last day for holders to elect to redeem bonds 5:00pm, Wednesday 15 October 2024
Trading resumes in SML010 Wednesday 16 October 2024
Payment to holders for bonds to be redeemed early Wednesday 13 November 2024
Last date of trading of the bonds
(if bonds not redeemed early)
Wednesday 4 December 2024
Payment date
(if remaining bonds not redeemed early)
Tuesday 17 December 2024
Maturity date
(if remaining bonds not redeemed early)
Tuesday 17 December 2024

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

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


1 October 2024

Synlait – Change of Control Event Notice in respect of SML010 subordinated
bonds
We are writing to you as a holder (a Holder) of Synlait Milk Limited (SML) subordinated bonds which are
quoted on the NZX Debt Market under the ticker code SML010 (the Bonds). The terms and conditions
applicable to the Bonds are set out in the master trust deed dated 28 November 2019 (the Master
Trust Deed) and the series supplement dated 28 November 2019 (the Series Supplement).
Capitalised terms used but not defined in this notice have the meaning given to those terms in the
Series Supplement.
Change of Control Event
SML has today completed a placement of new shares under which, among other things, Bright Dairy
Holding Limited (Bright) increased its shareholding to 65.25%. The placement to Bright constitutes a
“Change of Control Event” under the Series Supplement. In accordance with clause 6.2 of the Series
Supplement, SML hereby notifies Holders that a Change of Control Event has occurred. For more
details on the placement, please see the notice of meeting dated 20 August 2024 (a copy is available
on the NZX website at the following link).
Optional Redemption Right
Under the Series Supplement, Holders have the right to elect to require SML to redeem all (but not
some only) of their Bonds following the occurrence of a Change of Control Event. The redemption
price for such early redemption is an amount equal to the greater of:
(a) the “Redemption Amount” (being the principal amount of each Bond, accrued interest and any
other amounts due and payable); or
(b) 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 of this notice.
SML confirms that the “VWAP Amount” calculated in accordance with the Series Supplement is less
than the Redemption Amount. The redemption price will be the Redemption Amount (being $1.00 per
bond plus accrued interest for the period from the last interest payment date up to (but excluding) the
early redemption date).
Process for elections
Holders will have a 10 working day period, until 5:00pm, Tuesday, 15 October 2024 to make their
election to redeem their Bonds. Bondholders who want to elect to have their Bonds redeemed early
can do so by giving notice to SML through the website set-up by SML to facilitate the redemptions
available here www.synlaitbond.co.nz. If Holders elect to redeem their bonds, that election will be
irrevocable.
Redemption
Bondholders who elect to have their Bonds redeemed early will have their Bonds redeemed on
Wednesday, 13 November 2024.
A suspension of trading of the bonds will apply for the 10 working day period until pre-market open on
16 October 2024.
Holders who elect to redeem will not be able to trade those bonds until they are redeemed on
Wednesday, 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

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

period from when the suspension of trading is lifted until the bonds cease trading on 4 December
2024. Those remaining bonds will mature on 17 December 2024.

Synlait Milk Limited

Copy to:
Supervisor:
The New Zealand Guardian Trust Company Limited
Level 14, 191 Queen Street
Auckland Central
Auckland 1010
New Zealand
Email: ct-auckland@nzgt.co.nz

Registrar:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
Telephone (09) 4888777
Email: synlait@computershare.co.nz

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Capital Change Notice

Updated as at June 2023


Section 1: Issuer information
Name of issuer Synlait Milk Limited
NZX ticker code SML
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZSMLE0001S9
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 384,616,437
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.60 per ordinary share
issued to Bright Dairy Holding
Limited.
$0.43 per ordinary share
issued to Citicorp Nominees
Pty Limited (as nominee for
The a2 Milk Company).
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
175.96%

For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Allotment of 308,333,333
ordinary shares under a
placement conducted by SML
to Bright Dairy Holding Limited
and 76,283,104 ordinary
shares conducted under a
placement conducted by SML
to Citicorp Nominees Pty
Limited (as nominee for The a2
Milk Company) as announced
on 1 October 2024, authorised
by a board resolution dated 27
September 2024.

Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
603,198,098
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Each placement is made
pursuant to NZX Listing Rule
4.2.1, with the necessary
ordinary resolutions having
been approved at a special
meeting of shareholders held
on 18 September 2024.
Resolution of the Board of
directors of the Company,
dated 27 September 2024.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of new ordinary shares
which rank equally with all
other fully paid ordinary
shares.

The 308,333,333 ordinary
shares issued to Bright Dairy
Holding Limited and the
76,283,104 ordinary shares
issued to Citicorp Nominees
Pty Limited (as nominee for
The a2 Milk Company) are
subject to voluntary escrow
restrictions and will not be able
to be traded for 12 months
from the date of allotment of
such shares.
Date of issue/acquisition/redemption 01/10/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Hannah Lynch
Contact person for this announcement Hannah Lynch
Contact phone number +64 21 252 8990
Contact email address Hannah.lynch@synlait.com
Date of release through MAP

Tuesday 1 October 2024

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
1 / 5
Announcement Summary
Entity name
SYNLAIT MILK LIMITED
Announcement Type
New announcement
Date of this announcement
Tuesday October 01, 2024
The +securities to be quoted are:
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
SM1ORDINARY FULLY PAID FOREIGN EXEMPT
NZX
308,333,33301/10/2024
Refer to next page for full details of the announcement
+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
2 / 5
Part 1 - Entity and announcement details
1.1 Name of entity
SYNLAIT MILK LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
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
1/10/2024
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
3 / 5
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
Previous Appendix 3B details:
Announcement Date and
Time
17-Sep-2024 13:49
Announcement Title
New - Proposed issue of securities -
SM1
Selected Appendix 3B to submit quotation
request
A placement or other type of issue
2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the
Appendix 3B?
No
+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
4 / 5
Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B
Placement Details
ASX +security code and description
SM1 : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Issue date
1/10/2024
Issue details
Number of +securities to be quoted
308,333,333
Are the +securities 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 0.60000000
Any other information the entity wishes to provide about the +securities to be quoted
Yes

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
5 / 5
Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will
comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
SM1 : ORDINARY FULLY PAID FOREIGN EXEMPT NZX526,914,994
4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
SM1AB : PERFORMANCE SHARE RIGHTS437,738

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Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
1 / 5
Announcement Summary
Entity name
SYNLAIT MILK LIMITED
Announcement Type
New announcement
Date of this announcement
Tuesday October 01, 2024
The +securities to be quoted are:
Total number of +securities to be quoted
ASX +security
codeSecurity description
Number of +securities to
be quotedIssue date
SM1ORDINARY FULLY PAID FOREIGN EXEMPT
NZX
76,283,10401/10/2024
Refer to next page for full details of the announcement
+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
2 / 5
Part 1 - Entity and announcement details
1.1 Name of entity
SYNLAIT MILK LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix
2A of the ASX Listing Rules.
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
1/10/2024
New announcement

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
3 / 5
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
Previous Appendix 3B details:
Announcement Date and
Time
17-Sep-2024 13:58
Announcement Title
New - Proposed issue of securities -
SM1
Selected Appendix 3B to submit quotation
request
A placement or other type of issue
2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the
Appendix 3B?
No
+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
4 / 5
Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B
Placement Details
ASX +security code and description
SM1 : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Issue date
1/10/2024
Issue details
Number of +securities to be quoted
76,283,104
Are the +securities 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 0.43000000
Any other information the entity wishes to provide about the +securities to be quoted
Yes

Appendix 2A - Application for quotation of securities
Appendix 2A - Application for quotation of securities
5 / 5
Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will
comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if
other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the
+securities subject of this application)
ASX +security code and description
Total number of
+securities on issue
SM1 : ORDINARY FULLY PAID FOREIGN EXEMPT NZX294,864,765
4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description
Total number of
+securities on issue
SM1AB : PERFORMANCE SHARE RIGHTS437,738