Notice of Annual Meeting

2024 NOTICE
OF ANNUAL
MEETING
The a2 Milk Company

The
Quadrant
Hotel &
Suites
Emily Place
Reserve
Princes St
Waterloo Quadrant
Eden Cres
Shortland St
Short St
Emily PI
Fisher Building -
The University of
Auckland
The Pullman
Hotel Entrance
N
Location
Princes Ballroom
The Pullman
Corner Waterloo Quadrant & Princes Street
Auckland 1010
New Zealand
2024 Notice of Annual MeetingThe a2 Milk Company2

NOTICE is hereby given that the 2024
Annual Meeting of shareholders of The a2
Milk Company Limited (the “Company”)
will be held on Friday, 22 November 2024
at 11:00am New Zealand Daylight Time at
The Pullman, Auckland.
The Company is pleased to advise that shareholders
will be able to:
–attend the meeting in person at The Pullman, Corner
Waterloo Quadrant & Princes Street, Auckland 1010,
New Zealand; or
–attend and participate at the meeting virtually via an
online platform provided by the Company’s share registrar,
MUFG Corporate Markets (formerly Link Market Services),
at www.virtualmeeting.co.nz/a2MC24; or
–attend and participate in the meeting through a proxy.
Further details on how to attend and participate are set out
in this Notice of Meeting and the Virtual Meeting Guide filed
on the market announcement platforms of the NZX and
ASX, and available on the Company’s website
(www.thea2milkcompany.com/annual-meetings).
To view the Company’s latest financial statements,
for the year ended 30 June 2024, please visit
www.thea2milkcompany.com/results and select the
FY24 Annual Report within the Results and Reports section
of the webpage.
The Explanatory Notes, which accompany this Notice of
Meeting, provide more information on the resolutions which
will be put before shareholders.
2024 Notice of Annual Meeting1

BUSINESS
A. Welcome
B. Chair speech
C. Managing Director and Chief Executive
Officer address
D. Financial Statements and Reports
To receive and consider the Company’s financial statements
for the year ended 30 June 2024, together with the Directors’
and Auditor’s reports.
E. Resolutions
Resolution 1: Auditor’s Fees and Expenses
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution of the Company:
“That the Directors of the Company be authorised
to fix the fees and expenses of the Company’s
auditor, Ernst & Young, for the ensuing year.”
Resolution 2: Re-election of Director – David Bortolussi
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution of the Company:
“That David Bortolussi, who will retire at the meeting by
rotation in accordance with the Company’s constitution,
be re-elected as a Director of the Company.”
Resolution 3: Election of Director – Antonio Rivera
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution of the Company:
“That Antonio Rivera, who was appointed a Director of the
Company by the Board during the year, and who will retire at
the meeting by rotation in accordance with the Company’s
constitution, be elected as a Director of the Company.”
2024 Notice of Annual MeetingThe a2 Milk Company2

Resolution 4: Grant of performance rights
to David Bortolussi, Managing Director
and Chief Executive Officer
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution of the Company:
“That, on an advisory basis and for the purpose of ASX
Listing Rule 10.14 and for all other purposes, the acquisition
of 538,336 performance rights by the Company’s Managing
Director and Chief Executive Officer, David Bortolussi, or an
associate named in the Notice of Meeting, by grant under
the Company’s Long Term Incentive Plan be approved.”
Note: A voting exclusion applies to this resolution.
Refer to the section entitled ‘Resolution 4’ of the
Explanatory Notes to this Notice of Meeting.
F. Questions
To consider any other matters that may properly
be brought before the meeting.
G. Close
2024 Notice of Annual Meeting3

OTHER INFORMATION
Shareholders eligible to vote
Only shareholders who hold ordinary shares in the Company
as at 9:00pm New Zealand Daylight Time on Wednesday,
20 November 2024 will be eligible to vote at the meeting.
Attending and participating in the Annual Meeting
Shareholders (and appointed proxies) will be able to
attend the meeting in person at The Pullman, Corner
Waterloo Quadrant & Princes Street, Auckland 1010, New
Zealand, or, alternatively, attend and participate at the
meeting virtually via an online platform provided by the
Company’s share registrar, MUFG Corporate Markets, at
www.virtualmeeting.co.nz/a2MC24. Shareholders attending
and participating in the meeting virtually via the online
platform will be able to watch the meeting live, and
vote and ask questions online, during the meeting.
The Company encourages shareholders unable to attend
the meeting in person to make use of this technology and to
participate at the meeting via the online platform. If you wish to
attend the meeting virtually, you will require your CSN/Holder
Number, Securityholder Reference Number (SRN) or Holder
Identification Number (HIN) for verification purposes.
More information regarding virtual attendance at the meeting
(including how to vote and ask questions online during the
meeting) is available below and in the Virtual Meeting Guide
filed on the market announcement platforms of the NZX and
ASX and also available on the Company’s website
(www.thea2milkcompany.com/annual-meetings).
The Company strongly recommends that shareholders
who wish to participate in the meeting virtually
log in to the online portal at least 15 minutes prior
to the scheduled start time for the meeting.
2024 Notice of Annual MeetingThe a2 Milk Company4

Attending the Annual Meeting via the online platform
The Annual Meeting will be viewable from desktops, laptops,
mobile devices and tablets.
Shareholders wishing to attend and participate in the Annual
Meeting virtually should, in advance of the meeting, ensure
they have access to a compatible web browser. Details of the
browsers that the platform supports are available in the Virtual
Meeting Guide. Shareholders can check the current version of
their web browser by going to www.whatismybrowser.com.
To attend and vote at the Annual Meeting virtually, shareholders
will need to have their CSN/Holder Number, Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)
before proceeding. Appointed proxies will need their proxy
number, which will be provided by MUFG Corporate Markets
prior to the meeting.
Shareholders can register on Friday, 22 November 2024 from
10:00am New Zealand Daylight Time. This is 1 hour prior to the
scheduled commencement of the meeting.
To access the online platform, shareholders
will need to take the following steps:
1. Open web browser
www.virtualmeeting.co.nz/a2MC24.
2. Log in to the portal using their full name,
mobile number, email address, and company
name (if applicable).
3. Read and accept the terms and conditions before
clicking on the blue ‘Register and Watch Annual
Meeting’ button.
4. Once logged in, a live video webcast of the meeting
will appear on the left-hand side of the screen,
with the meeting presentation slides appearing on
the right-hand side of the screen. Keep the browser
open for the duration of the meeting.
5. If the browser is closed, the session will expire.
If the shareholder (or appointed proxy) attempts
to log in again, they will be sent a recovery link
via email for security purposes.
1
www
2024 Notice of Annual Meeting5

Asking Questions
Shareholders physically present at the meeting or attending
virtually via the online platform will have the opportunity
to submit questions to the Board, the Company’s senior
management, and the Company’s auditors during the meeting.
Shareholders attending virtually via the online platform may
ask questions after they have registered to vote by clicking on
the ‘Ask a Question’ box. Shareholders will need to select the
business to which the question relates (either General Business
or a specific resolution), type the question in the ‘Question’
section, and click on the ‘Submit Question’ button. This will send
the question to management/the Board.
Shareholders wanting to ask a question prior to the
meeting, to be addressed at the meeting, should email
meetings@linkmarketservices.com, complete the question
section on the accompanying proxy form, or submit the
question online by going to www.vote.linkmarketservices.com/
ATM, in each case by 11:00am New Zealand Daylight Time on
Wednesday, 20 November 2024.
The Board will endeavour to address all appropriate questions
at the meeting within the time allocated for questions.
Voting
Register to vote
To vote via the online platform during the meeting, shareholders
(or appointed proxies) will need to first register to vote by
clicking on the ‘Get a Voting Card’ box at the bottom of the
webpage or below the video and entering their CSN/Holder
Number, Securityholder Reference Number (SRN) or Holder
Identification Number (HIN) as validation. Once registered, the
shareholder’s voting card will appear with all of the resolutions
to be voted on by the shareholders at the meeting (as set out in
this Notice of Meeting). Shareholders may need to use the scroll
bar on the right-hand side of the voting card to scroll up or down
to view all resolutions.
Full or partial voting
Shareholders and proxies can either submit a full vote or a
partial vote on each resolution by moving between the ‘Full Vote’
and ‘Partial Vote’ tabs at the top of the voting card. To submit
a full vote, a shareholder may click on the ‘For’, ‘Against’ or
‘Abstain’ voting buttons under the ‘Full Vote’ tab.
To submit a partial vote, a shareholder may enter the number of
votes they would like to vote for any or all resolutions under the
‘Partial Vote’ tab. The total number of votes that a shareholder
is entitled to vote will be displayed under each resolution. When
the shareholder enters the number of votes in a certain box, it
will automatically calculate the total number of votes left.
2024 Notice of Annual MeetingThe a2 Milk Company6

Submitting your vote
Once finished entering the votes on the resolutions,
shareholders will need to scroll down and click on the ‘Cast
Vote’ or ‘Cast Partial Vote’ button. Shareholders may edit their
voting cards by clicking the ‘Edit Card’ button at any time
before the voting is closed, which will be 5 minutes after the
close of the meeting. The un-voted portion of the shareholders’
votes (if any) will be submitted as ‘No Instruction’ and therefore
will not be counted.
The Virtual Meeting Guide provides a separate detailed
overview on how to vote and ask questions during the
meeting. The Virtual Meeting Guide will be filed on the market
announcement platforms of the NZX and ASX and will also be
able to be viewed on the Company’s website
(www.thea2milkcompany.com/annual-meetings).
Shareholders attending the meeting in person should bring
the enclosed proxy form with them to assist with shareholder
registration.
Shareholders attending the meeting can also download the
LinkVote App from the Apple App Store or Google Play if they
would like to vote during the meeting using their mobile phone.
The LinkVote App will be available for download prior to the
meeting.
Shareholders can also vote prior to the meeting either by
post or online, as described below under “Postal Voting” and
“Online Voting”.
2024 Notice of Annual Meeting7

Proxies
A shareholder entitled to attend and vote but who cannot
attend the meeting (whether in person or via the online
platform) is encouraged to appoint a proxy to attend and
vote on that shareholder’s behalf. The proxy need not be
a shareholder of the Company.
To appoint a proxy, a shareholder should complete and sign the
proxy form enclosed with this notice and return it to the office
of the Company’s share registrar, MUFG Corporate Markets,
by no later than 11:00am New Zealand Daylight Time on
Wednesday, 20 November 2024. Any proxy form received after
that time will not be valid for the meeting.
Alternatively, shareholders can complete the proxy form online
by following the instructions on the enclosed proxy form. To
securely appoint a proxy online, NZX registered holders will
need their CSN/Holder number and FIN, and ASX registered
holders will need their Securityholder reference number (SRN)
or Holder Identification Number (HIN), and postcode (for an
address in Australia) or country of residence (for an address
outside of Australia), in order to complete the online validation
process. Please contact MUFG Corporate Markets if you need
to obtain these details. The contact details for MUFG Corporate
Markets can be found on the enclosed proxy form.
Please refer to the instructions on the enclosed proxy form
as to the ways in which the proxy form can be sent to MUFG
Corporate Markets, including instructions on how to appoint
your proxy and vote online.
The Chair of the meeting may be appointed as a proxy and
intends to vote any undirected/discretionary proxy in favour
of each resolution.
2024 Notice of Annual MeetingThe a2 Milk Company8

Corporate representative and
attorney appointments
A body corporate which is a shareholder, or an attorney of a
shareholder, may appoint a representative to attend and vote
at the meeting on its behalf. Any shareholder may appoint an
attorney to attend and vote at the meeting on its behalf. Notice
of any such appointment should be sent to the Company’s
share registrar, MUFG Corporate Markets, as soon as possible
and no later than 11:00am New Zealand Daylight Time on
Wednesday, 20 November 2024.
Postal voting
A shareholder is entitled to exercise his/her vote at the meeting
by casting a postal vote. A postal voting form is incorporated in
the proxy form.
To cast a postal vote, a shareholder should complete and sign
the postal voting form enclosed with this Notice of Meeting and
return it to the office of the Company’s share registrar, MUFG
Corporate Markets, by no later than 11:00am New Zealand
Daylight Time on Wednesday, 20 November 2024. Any postal
voting form received after that time will not be valid for the
meeting. MUFG Corporate Markets has been authorised by the
Board to receive and count postal votes at the meeting.
Please refer to the instructions on the enclosed postal voting
form as to the ways in which the postal voting form can be sent
to MUFG Corporate Markets, including instructions on how to
appoint your proxy and vote online.
Online voting
Shareholders may elect to lodge their proxy appointment or
postal vote online. You will need to go to the website of the
Company’s share registrar, MUFG Corporate Markets:
www.vote.linkmarketservices.com/ATM.
Requisite majorities
The resolutions are ordinary resolutions requiring the approval
of a simple majority of the votes of those shareholders entitled
to vote and voting (virtually, by postal vote or by proxy) in order
for them to be passed.
By order of the Board.
Pip Greenwood
Chair
23 October 2024
2024 Notice of Annual Meeting9

EXPLANATORY NOTES
Resolution 1
Auditor’s Fees and Expenses
Ernst & Young, the current auditor of the Company, will
be automatically reappointed under section 207T of the
Companies Act 1993. Resolution 1 authorises the Directors to
fix the fees and expenses of Ernst & Young as the Company’s
auditor in accordance with section 207S of the Companies
Act 1993.
Resolution 2
Re-election of Director – David Bortolussi
Under the Company’s constitution and the NZX Listing Rules, a
Director must not hold office (without re-election) past the third
annual meeting following the Director’s appointment or three
years, whichever is longer. Accordingly, David Bortolussi will
retire from office as a Director at the meeting and offers himself
for re-election. The director rotation rules set out in the ASX
Listing Rules do not apply to David as Managing Director.
David Bortolussi
Managing Director and Chief Executive Officer
David joined the Company in February 2021 from his previous
role as Group President – International Innerwear, HanesBrands.
He joined Pacific Brands in 2009 initially as Chief Financial &
Operating Officer taking over as CEO of the public company
in 2014. In 2016, HanesBrands acquired Pacific Brands and
expanded David’s role to cover Australasia and subsequently
its international innerwear operations outside of the Americas.
Prior to this, David spent five years at Foster’s Group, where he
held the role of Chief Strategy Officer responsible for corporate
strategy, M&A, business development and performance
improvement. Prior to Foster’s Group, David held senior
consulting roles at McKinsey & Company and PwC.
David’s career has largely been focused on the consumer and
retail sector in Australia and New Zealand complemented by
significant international experience in various markets and
categories in China, SE Asia, the EU and the USA.
David also has an interest in private equity and growth-phase
businesses. He is a member of the advisory board of Whiteoak
and supports the development of investee companies.
David resides in Australia.
2024 Notice of Annual MeetingThe a2 Milk Company10

Board Recommendation
The Board considers that, since his appointment, David has
made significant contributions to the Board in his capacity as
Managing Director and CEO. David’s extensive international
leadership experience in the consumer and retail sector, as
well as his extensive knowledge of both the Company and the
markets in which the Company operates in are all factors which
support his re-election.
The Board (with David abstaining), having considered the skills
and experience that David brings to the Board, recommends
that shareholders vote in favour of the re-election of David as a
Director.
As David performs an executive role, he will not be an
Independent Director if re-elected.
Resolution 3
Election of Director – Antonio (Tonet) Rivera
Tonet was appointed as a Director by the Board, under
clause 17.2(a) of the Company’s constitution, with effect
from 1 November 2024. Tonet will retire from office at the
meeting and offers himself for election as required by the
Company’s constitution and NZX Listing Rule 2.7.1.
Antonio Rivera
Independent, Non-executive Director
Mr Rivera has over 35 years of supply chain experience,
including 17 years of international leadership experience.
Mr Rivera worked for Mead Johnson Nutrition from 2002
to 2017, culminating in four years leading the global supply
chain of the multinational nutrition company in the role
of Senior Vice President, Global Supply Chain. In that role
Tonet had responsibility for all supply chain operations globally,
including manufacturing, engineering, procurement, supply
planning and physical distribution. Prior to that, he served as
Vice President, Supply Chain – Asia and Europe for more than
a decade, with responsibility for Supply Chain operations in
Europe and Asia, including owned manufacturing locations and
third-party manufacturers.
Since retiring from executive roles in 2017, when Mead Johnson
Nutrition was acquired by Reckitt Benckiser Group plc,
Mr Rivera has worked as a supply chain consultant.
Mr Rivera is based in the Philippines.
2024 Notice of Annual Meeting11

Board Recommendation
The Board considers that Tonet’s deep expertise and
experience gained over many years as a supply chain leader,
including leading the global supply chain of a multinational
infant nutrition company support his election.
The Board, having considered the skills and experience that
Tonet will bring to the Board, recommends that shareholders
vote in favour of the election of Tonet as a Director.
The Board considers Tonet will be an Independent Director.
Resolution 4
Grant of performance rights to David Bortolussi,
Managing Director and Chief Executive Officer
The approval of shareholders is sought, on an advisory basis
and for the purpose of ASX Listing Rule 10.14 and for all other
purposes, to permit the Managing Director and Chief Executive
Officer, David Bortolussi, or an associate named in this Notice
of Meeting, to acquire 538,336 performance rights (Rights),
as calculated below, by grant under the Company’s Long Term
Incentive Plan (LTI Plan).
The LTI Plan is one component of David Bortolussi’s total
remuneration package and Rights will be granted for no
consideration. The LTI Plan is designed to reward performance
in support of the achievement of the Company’s growth
strategy, targeting long-term revenue and EPS growth as key
drivers of shareholder value creation.
If Resolution 4 is passed, the Rights will be issued by grant as
soon as practicable after the 2024 Annual Meeting. ASX Listing
Rule 10.15.7 requires the issue to occur no later than three years
after the date of the meeting.
If Resolution 4 is not passed, the Board will instead provide
David with alternative remuneration arrangements which are
equivalent (taken overall) to the proposed Rights, which may
include Rights that are required to be satisfied following vesting
only from shares purchased on-market, or payment of a cash
amount equivalent to the value of the Rights.
Shareholder approval to the grant of Rights to David Bortolussi
and any subsequent issue or transfer of shares following vesting
is not required under the NZX Listing Rules (as those actions
comply with, and are permitted by, NZX Listing Rule 4.6.1).
Why is shareholder approval being sought?
On 19 October 2022, the Company announced the Board’s
decision to submit David Bortolussi’s long-term incentive grant
for FY24 as a resolution on an advisory basis to the 2023 Annual
Meeting. The decision was made in the context of the Board
reviewing the Company’s remuneration practices to align with
shareholders’ interests and expectation and recent practice in
New Zealand and Australia. The resolution in relation to David’s
FY24 LTI grant was passed by the shareholders at the 2023
Annual Meeting.
2024 Notice of Annual MeetingThe a2 Milk Company12

To continue this practice, David’s LTI grant for the current
financial year is being submitted as a resolution on an advisory
basis at the 2024 Annual Meeting.
ASX Listing Rule 10.14 prohibits the Company from permitting
a director of the Company, or a director’s associate, to
acquire equity securities under an employee incentive scheme
without the approval of shareholders, except in circumstances
described below. The Rights are equity securities.
Further, ASX Listing Rule 10.11 prohibits the Company from
issuing, or agreeing to issue, equity securities to a director of
the Company, or a director’s associate, without the approval
of shareholders unless a relevant exception applies. Approval
by shareholders under ASX Listing Rule 10.14 is a relevant
exception.
The above requirements for approval of shareholders apply if,
after Rights have vested, the Company satisfies them following
vesting by issuing shares. Shareholder approval under the ASX
Listing Rules is not required for the grant of equity securities
(including Rights) to directors, or their associates, under an
employee incentive scheme if the terms of the scheme require
that the securities be satisfied following vesting from shares
purchased on-market.
While it is currently intended, consistent with the Company’s
practice in relation to David’s LTI grants that have vested to
date, that shares allocated on vesting of the Rights will be
purchased on-market (as opposed to issuing new shares), if
shareholder approval for the Rights is obtained under ASX
Listing Rule 10.14 it will preserve flexibility for the Board to
approve satisfying Rights through an issue of shares rather
than only being able to satisfy them through an acquisition on-
market if it considers it necessary or appropriate at the time.
Summary of material terms of the
Company’s LTI Plan including the
FY25 Rights
The LTI Plan has been established to:
(a) assist in the reward, retention and motivation of selected
senior executives; and
(b) align the reward available to selected senior executives with
the creation of sustainable longer-term shareholder value.
Awards under the LTI Plan are made under the Company’s LTI
Plan rules.
An overview of the material terms of the LTI Plan as relevant
to the proposed grant of Rights to David Bortolussi is set out
below. Additional information about the general operation of
the LTI Plan is set out in the Remuneration section on pages 75
and 76 of the 2024 Annual Report.
2024 Notice of Annual Meeting13

Proposed
FY25 Award
–It is proposed that 538,336 Rights be
granted to David Bortolussi or, at his
election, he may renounce them in
favour of an immediate family member,
a company whose members comprise no
persons other than David and immediate
family members, or a corporate trustee
of a self-managed superannuation fund of
which David is a member, and a director of
the trustee.
–The number of Rights equates in value
to A$2,905,184 based on the volume
weighted average share price of ordinary
shares in the Company on the ten trading
days up to and including 20 September
2024, being the period immediately prior
to the calculation undertaken for the
purposes of the Board’s determination of
the number of Rights to be allocated to all
senior executives selected to receive an
award of Rights under the FY25 LTI Plan,
calculated in accordance with the ASX
Listing Rules.
Grant date –As soon as practicable after the 2024
Annual Meeting, but in any case no later
than 21 November 2027.
Opportunity –The maximum face value of the LTI that
can be granted to David Bortolussi is
150% of his fixed annual remuneration
(inclusive of employer superannuation
contributions) (FAR). The minimum
potential outcome value is zero.
Performance/
vesting period
–Three years, from 1 July 2024 to
30 June 2027.
–There is no retesting of performance if
performance conditions are not met at the
end of the performance period.
2024 Notice of Annual MeetingThe a2 Milk Company14

Instrument –Performance rights – each performance
right entitles its holder to receive
one fully paid share in the Company
(or cash equivalent, at the election
of the Company), subject to meeting
performance measures. All shares received
by the holder will rank equally with the
Company’s existing ordinary shares.
–It is currently intended that, where
possible in accordance with relevant laws,
the Company will satisfy its obligation to
allocate ordinary shares upon the vesting
of the Rights by instructing the trustee
of a2MC Group Employee Share Trust to
transfer shares held in the trust to the
holder, where such existing shares were
previously purchased by the trustee on-
market.
Allocation
approach
–The Company uses a maximum face value
allocation approach. The number of Rights
to be granted will be calculated as follows:

1 Fixed annual remuneration (inclusive of employer
superannuation contributions)
2 The share price used is the volume weighted average share
price of ordinary shares in the Company based on the ten
trading days up to and including 20 September 2024, being
the period immediately prior to the calculation undertaken
for the purposes of the Board’s determination of the number
of Rights to be allocated to all senior executives selected
to receive an award of Rights under the FY25 LTI Plan,
calculated in accordance with the ASX Listing Rules.
Dividend
payments
–No dividends or dividend equivalent
payments are provided on the Rights.
Board
discretion
–The Board may forfeit the Rights for fraud,
dishonesty, breach of a material obligation
or acting in a manner that brings the a2MC
Group into disrepute, or if there has been
a material misstatement or omission that
results in a restatement of accounts.
Grant opportunityShare price
Number of
Rights
FAR
1
$
Share price
2

(no discount
applied)
Number
of Rights
granted
X/=
MAXIMUM LTI
OPPORTUNITY %
2024 Notice of Annual Meeting15

Performance
hurdles
The Rights will vest subject to achievement
of both:
–EPS CAGR (compound annual growth in
diluted earnings per ordinary share); and
–Revenue CAGR (compound annual growth
in revenue) performance hurdles over the
performance period.
Vesting Framework
For any vesting to occur, both of the following
performance hurdles must be achieved:
–EPS CAGR of at least 10%; and
–Revenue CAGR of at least 4%,
in each case, from 1 July 2024 to 30 June 2027.
If these performance hurdles are achieved,
the proportion of the Rights that may vest will
be determined on a straight-line basis per the
table below:
Revenue -
CAGR
Vesting % (if EPS CAGR
of at least 10%)
Less than 4%Nil
4%50%
Between 4%
and 6%
Pro-rata vesting on
a straight-line basis
between 50% and 85%
6%85%
Between 6%
and 8%
Pro-rata vesting on
a straight-line basis
between 85% and 100%
8% and above100%
Calculation approach
–EPS CAGR and Revenue CAGR are derived
from the Annual Report of the Company for
the relevant financial years and are subject
to adjustments to remove the impact of
material items as the Board may determine
in its absolute discretion to normalise
results (up or down) to more appropriately
reflect underlying performance. Without
limitation, adjustments may be made to
exclude the impact of unusual or one-off
items, discontinued operations, impairment
charges, acquisitions and disposals, and
capital management.
2024 Notice of Annual MeetingThe a2 Milk Company16

Performance
hurdles
(continued)
–The EPS CAGR and Revenue CAGR
performance hurdles have been determined
having regard to the Company’s growth
strategy and associated medium-term
financial ambition to grow revenue to NZ$2
billion by FY27 or later and to target EBITDA
margins in the “teens” with year-on-year
improvements. The Board considers the
performance hurdles sufficiently challenging
to align with shareholder value creation,
but still being motivating for, and viewed
as achievable by, senior executives and
managers invited to participate in the LTI
Plan. The high end of the Revenue CAGR
hurdles would deliver revenue over NZ$2
billion by FY27, exceeding the Company’s
medium-term financial ambition. The EPS
CAGR is above the high end of the Revenue
CAGR range to incentivise and promote
margin accretion over the term of the plan.
Achieving such performance hurdles would
require significant market share gains in
the Company’s core infant milk formula
business in the China market which is
currently in decline, as well as a significant
improvement in a2MC Group profitability.
Executive
Minimum
Shareholding
Requirement
(Executive
MSR)
–The Executive MSR Policy applies to David
Bortolussi and the other members of the
Company’s Executive Leadership Team
(E LT).
–The purpose of the Executive MSR Policy
is to strengthen the alignment between
the interests of the ELT and the interests
of shareholders and encourage a focus on
building long-term shareholder value.
–Each member of the ELT is required to
acquire and hold a minimum shareholding
equivalent to 100% of their FAR (before any
tax or social security deductions) by the end
of five annual vesting periods for LTI grants.
In the case of David Bortolussi, this will be
following the end of FY27.
2024 Notice of Annual Meeting17

Cessation of
employment,
change of
control,
bonus issue or
reorganisation
of capital
–Subject to the discretion of the Board or
unless his employment is terminated by
the Company other than for fault, he retires
from full-time executive employment or
his employment ceases due to total and
permanent disablement, serious illness
or death, unvested Rights will be forfeited
upon cessation of David Bortolussi’s
employment. If Rights are not subject to
forfeiture, the Board may in its discretion
reduce the number of Rights to reflect the
proportion of the vesting period that has
elapsed and/or accelerate vesting.
–Rights would be subject to accelerated
vesting if the Company is subject to a
change of control.
–Adjustments to the number of the Rights,
or the number of Company shares to
which they relate, may be made following
any bonus issue of Company shares or
reorganisation of its capital.
Other
information
required
by the ASX
Listing Rules
–David Bortolussi has advised that he may
elect to renounce the Rights in favour of
DMZSK Super Pty Ltd, the corporate trustee
of a self-managed superannuation fund of
which David is a member, or DMZSK Pty
Ltd, the corporate trustee of a family trust
of which David is a member. Accordingly,
approval is being sought for the purpose
of ASX Listing Rule 10.14.1 (which applies
to David as a director of the Company) and
ASX Listing Rule 10.14.2 (which applies to
both DMZSK Super Pty Ltd and DMZSK Pty
Ltd each as associates of David). DMZSK
Super Pty Ltd and DMZSK Pty Ltd are both
associates of David because each entity is
a related party of David on the basis of it
being controlled by David and his spouse.
–Although other selected senior executives
of the Company participate in the LTI Plan,
given David Bortolussi is both the Managing
Director and Chief Executive Officer, David
is the only Director who participates. To the
extent participation by any other person,
who becomes entitled to participate in the
LTI Plan, requires shareholder approval
under ASX Listing Rule 10.14, that person
will not participate in the LTI Plan until that
approval is obtained.
2024 Notice of Annual MeetingThe a2 Milk Company18

Other
information
required
by the ASX
Listing Rules
(continued)
–David Bortolussi’s total remuneration
package comprises A$1,936,789 FAR,
a short-term incentive with a target
opportunity of 120% of his FAR (with 25%
of the amount awarded deferred as cash
for one year) (Target STI Opportunity),
a LTI with a maximum value of 150% of
his FAR and an allowance of A$10,000
per month (net of tax) to assist with the
cost of accommodation in Sydney and
travel between Melbourne and Sydney. As
disclosed in our FY24 Annual Report, for
FY25, the Board decided not to increase
David’s base salary, with an incremental
change only in superannuation in line with
the change in statutory limits. For FY25 and
subsequent years, the Board has decided
to cap the maximum combined impact
of David’s group performance scorecard
outcome (ranging from 0% - 130%) and
individual performance modifier (ranging
from 0% - 130%) to apply to his Target STI
Opportunity to 130%. This compares to a
theoretical maximum combined impact of
169% (i.e. 130% x 130%) in FY24 and prior
years. For more information please see
page 77 of the FY24 Annual Report.
–No amount is payable on the award of
Rights, or the issue or transfer of Company
shares on their exercise, as the award of
Rights are a component of David Bortolussi’s
remuneration package. As such, there is no
loan scheme to support Rights issued under
the LTI Plan.
–Details of any securities issued to David
Bortolussi under the LTI Plan will be
published in each Annual Report of the
Company relating to a period in which they
were issued, and, where relevant, along with
a statement that approval for the issue was
obtained under ASX Listing Rule 10.14.
–To date, the Company has granted 311,283
time-based rights and 2,160,729 Rights to
two associates of David Bortolussi, DMZSK
Pty Ltd and DMZSK Super Pty Ltd, under
the LTI Plan for nil consideration. All of the
time-based rights and 969,483 of the Rights
have vested and been exercised leaving
501,180 Rights held by DMZSK Pty Ltd due to
vest following the current financial year and
690,066 Rights held by DMZSK Super Pty
Ltd due to vest following FY26.
2024 Notice of Annual Meeting19

Voting exclusion statement
In accordance with the ASX Listing Rules, the Company will
disregard any votes cast in favour of Resolution 4 by or on
behalf of David Bortolussi or any of his associates (as defined in
the ASX Listing Rules) except where any such vote is cast by:
–a person as proxy or attorney for a person who is entitled
to vote on the resolution, in accordance with the directions
given to the proxy or attorney to vote on the resolution in
that way;
–the chair of the meeting as proxy or attorney for a person
who is entitled to vote on the resolution, in accordance with
a direction given to the chair to vote on the resolution as the
chair decides; or
–a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided
the following conditions are met:
–the beneficiary provides written confirmation to the holder
that the beneficiary is not excluded from voting, and is
not an associate of a person excluded from voting, on the
resolution; and
–the holder votes on the resolution in accordance with
directions given by the beneficiary to the holder in
that way.
NZX Waiver
NZ RegCo has granted the Company a waiver from the
requirement for the Company to include an appraisal report
with this Notice of Meeting in respect of Resolution 4
under Listing Rule 7.8.5(b). The terms of this waiver can be
found on the Company’s announcement page on the NZX
website (www.nzx.com/companies/ATM/announcements).
Board Recommendation
The Directors of the Company recommend that
shareholders vote in favour of Resolution 4.
2024 Notice of Annual MeetingThe a2 Milk Company20

2024 Notice of Annual Meeting

thea2milkcompany.com
The a2 Milk Company Limited
(Australian Registered Body Number 158 331 965
– Incorporated in New Zealand)
2024 Notice of Annual Meeting

---

LODGE YOUR PROXY
Online
vote.linkmarketservices.com/ATM
Scan & Email
meetings@linkmarketservices.com
Deliver in person
MUFG Corporate Markets,
Level 30, PwC Tower
15 Customs Street West
Auckland 1010



SCAN THIS QR CODE WITH YOUR SMARTPHONE
AND VOTE ONLINE


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com


PROXY FORM FOR THE 2024 ANNUAL MEETING
The Annual Meeting of The a2 Milk Company Limited (“a2MC” or the “Company”) will be held on Friday, 22 November 2024 at 11:00am
New Zealand Daylight Time. The Annual Meeting will be held at The Pullman, Corner Waterloo Quadrant & Princes Street, Auckland 1010,
New Zealand and online via the MUFG Corporate Markets (formerly Link Market Services) Annual Meeting platform, at
www.virtualmeeting.co.nz/a2MC24. More information regarding virtual attendance and voting at the Annual Meeting is available in the Virtual
Meeting Guide which will be filed on the ASX and NZX market announcement platforms and be available on the Company’s website at
https://thea2milkcompany.com/market-announcements/.

If you propose NOT to attend the Annual Meeting physically or virtually but wish to vote by postal vote or appoint a proxy please complete and
return all pages of this form to MUFG Corporate Markets (formerly Link Market Services) no later than 11:00am New Zealand Daylight Time on
Wednesday, 20 November 2024 (being 48 hours before the commencement of the Annual Meeting). Proxy appointment or postal voting can
also be completed online. Please read the instructions below before completing this form. Please do not appoint a proxy if you are voting by
postal vote.

POSTAL VOTE

As a shareholder entitled to vote at the Annual Meeting, you are
entitled to vote by postal vote. You can cast your postal vote online
or by one of the other methods noted above. If you return your
postal vote without indicating how you wish to vote, or your
indication on how to vote is unclear, on any resolution, you will be
deemed to have abstained from voting on that resolution. If you
complete the postal vote section and also appoint a proxy, then
your postal vote will be cast, and your proxy appointment will not
be counted. If this form is returned duly signed by a shareholder
with voting instructions completed but without indicating that it is a
postal vote or a proxy appointment, it will be deemed to be a postal
vote.

APPOINTMENT OF PROXY

A shareholder entitled to attend and vote at the Annual Meeting is
entitled to appoint a proxy to attend and vote at the Annual Meeting
instead of the shareholder. A proxy need not be a shareholder of
a2MC. Any corporation that is a shareholder, or an attorney of a
shareholder, of a2MC may appoint a person as its representative
to attend the Annual Meeting and vote on its behalf, in the same
manner as that in which it could appoint a proxy.

Appointing the Chair of the Annual Meeting or a director
as your proxy
If you wish, you may appoint the Chair of the Annual Meeting as
your proxy. To do so, please write “Chair of the Meeting” on the line
following the words “hereby appoint” in the section on the next page
entitled “appoint a proxy to vote on your behalf”. The Chair will vote
according to your instructions. If the Chair is not instructed how to
vote, the Chair intends to vote in favour of each resolution. If you
return this form without directing the proxy how to vote on any
particular resolution, the proxy will exercise the proxy’s discretion
as to whether to vote and, if so, how to vote.

VOTING RESTRICTIONS
In accordance with the ASX Listing Rules, the Company will
disregard any votes cast in favour of resolution 4 by or on behalf
of David Bortolussi or any of his associates (as defined in the
ASX Listing Rules) except where any vote is cast by a person
described in the Explanatory Notes to resolution 4 in the Notice of
Meeting.

ATTENDING THE ANNUAL MEETING

You can still attend the meeting online, even if you have cast a
postal vote or appointed a proxy, although you will not be able to
vote in either of those cases.

If you propose to attend the Annual Meeting please bring this Proxy
Form (with all pages intact) with you as the barcode on the front
page is required for registration at the Annual Meeting.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual
This Proxy Form must be signed by the shareholder or the
shareholder’s attorney duly authorised in writing.

Joint holding
This Proxy Form may be signed by either, or on behalf of, the joint
shareholders (or their duly authorised attorney).

Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy of
the power of attorney and a signed certificate of non-revocation of
the power of the attorney under which the Proxy Form is signed,
must be produced to the Company with this Proxy Form.

Body Corporate
This Proxy Form must be signed by a director or a duly authorised
officer acting under the express or implied authority of the
shareholder, or an attorney duly authorised by the shareholder.

Go online to vote.linkmarketservices.com/ATM to vote or turn over to complete the Postal Vote/Proxy Form
Mail
Use the enclosed envelope or
address to:
MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand

POSTAL VOTE / PROXY FORM

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box only if you wish to cast a postal vote instead of appointing a proxy).
My voting intention is indicated in the section below entitled “Items of Business – Voting Instructions”.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of The a2 Milk Company Limited
hereby appoint ____________________________________ email address
or failing him/her ____________________________________ email address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of The a2 Milk Company Limited to be held at The Pullman, Corner
Waterloo Quadrant & Princes Street, Auckland 1010, New Zealand and virtually via an online platform, at www.virtualmeeting.co.nz/a2MC24 at
11:00am New Zealand Daylight Time on Friday, 22 November 2024 and at any adjournment of that meeting.
If you wish, you may appoint the “Chair of the Meeting” as your proxy.
Please indicate with a tick in the appropriate boxes below how you wish your proxy to vote.

STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
ORDINARY BUSINESS Tick () in box to vote
To consider and, if thought fit, pass the following resolutions as ordinary resolutions For Against Proxy Abstain
of the Company: Discretion

1. That the Directors of the Company be authorised to fix the fees and expenses of the
Company’s auditor, Ernst & Young, for the ensuing year.

2. That David Bortolussi, who will retire at the meeting by rotation in accordance with
the Company’s constitution, be re-elected as a Director of the Company.

3. That Antonio Rivera, who was appointed a Director of the Company by the Board
during the year, and who will retire at the meeting by rotation in accordance with the
Company’s constitution, be elected as a Director of the Company.

4. That, on an advisory basis and for the purpose of ASX Listing Rule 10.14 and for all
other purposes, the acquisition of 538,336 performance rights by the Company’s
Managing Director and Chief Executive Officer, David Bortolussi, or an associate
named in the Notice of Meeting, by grant under the Company’s Long Term Incentive
Plan be approved.





STEP 3: SHAREHOLDER QUESTIONS
Shareholders attending the Annual Meeting will have the opportunity to ask questions during the Annual Meeting. If you cannot attend the Annual
Meeting, physically or virtually but would like to ask a question, or if you are attending and would like to ask a question in advance, you can submit
such question by: (1) email to meetings@linkmarketservices.com; or (2) online by going to vote.linkmarketservices.com/ATM and completing
the online validation process; or (3) completing the question section below and returning it to MUFG Corporate Markets (formerly Link Market
Services). Questions will need to be submitted by 11:00am New Zealand Daylight Time on Wednesday, 20 November 2024. The Board will
endeavour to address all appropriate questions at the Annual Meeting.
SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3


Contact Name _______________________ Daytime Telephone ___________________ Date _____________________________


Electronic Investor Communication:
If you received the Notice of Meeting and this form by mail and you wish to receive your future communications by email, please provide
your email address below:

Question:

---

Virtual
Meeting
Guide
MUFG Corporate Markets
A division of MUFG Pension & Market Services

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure your browser will work
by going to whatismybrowser.com
Supported browsers are:
• Chrome Version 44 and later
• Edge Version 92.0 and later
• Firefox Version 40.0.2 and later
• Safari MacOS 10.9 and later
Check your browser

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
You will need one of the
following to vote
If you’re an investor, you can find your
CSN/Holder Number on most investor
communications from us.
If you’re a proxy, your proxy number will be
sent to your email address one to two days
before the meeting.
Get ready to vote
A
Your CSN/
Holder Number
if you are an
investor
B
Your proxy
number if you
are an appointed
proxy
OR

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Open your browser and go to
www.virtualmeeting.co.nz
Choose the meeting you want to watch from
the list and click the View Meeting button.
Register using your full name, mobile number,
email address, and participant type.
Read and accept the terms and conditions
before clicking on the Register and Watch
Meeting button.
Register for the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
The webcast will start by itself
when the meeting begins
If the webcast doesn’t start, press the play
button and check the volume on your device
is turned up. The meeting slides will be cycled
through while the webcast plays.
At the bottom are buttons for Get a Voting
Card, Ask a Question and a list of documents
available for download.
Watch the meeting

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Register to vote by clicking on
the Get a Voting Card button
If you’re an investor, you will need to enter
your CSN/Holder Number.
If you’re an appointed proxy, you will need to
enter the proxy number in the Proxy Details
section, then click the Submit Details and
Vote button.
Get a voting card

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Once you have your voting card,
tell us how you want to vote
You may need to use the scroll bar on the right
side of the voting card to see all resolutions.
Choose either Full Vote or Partial Vote using
the tabs. Click on either the For, Against, or
Abstain voting buttons. For a Partial Vote,
enter a number of votes—the total number of
votes you have are shown.
Enter your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Make sure you submit your vote
before the countdown timer
ends
Once you have finished voting, scroll down
to the bottom of the box and click on the
Submit Vote or Submit Partial Vote button.
You can close your voting card without
submitting your vote while voting is open.
Any votes you have already made are saved.
The voting card will be under the webcast
with a Not yet submitted message below.
You can edit your votes while voting is open
by clicking on Edit Card. This will re-open the
voting card with any previous votes made.
At the end of the meeting, a red bar with a
five-minute countdown timer will appear at
the top of the website advising the remaining
time to submit your voting cards. Once voting
has been closed, your vote can’t be changed.
Submit your vote

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Only investors, proxies and
corporate representatives can
ask questions
If you have not registered a voting card,
you will be asked to enter your CSN/Holder
Number or proxy number before you can ask
a question.
Click on the Ask a Question button either at
the top or bottom of the page.
Ask a question

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Select the category or resolution
for your question
Type your question in the Question box, and click
on the Submit Question button.
After submitting, click the View Questions button
to see your questions (only visible to you).
If your question has been answered and you want
to reply, submit another question.
Submit a question/reply

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Title
Description
Body
Level 30, PwC Tower, 15 Customs Street West, Auckland 1010 | 0800 200 220 | meetings@linkgroup.com
MUFG Corporate Markets
A division of MUFG Pension & Market Services