Synlait Annual Meeting 2024

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






NZX: SML
ASX: SM1


5 November 2024

Synlait Annual Meeting 2024

Synlait Milk Limited’s Annual Meeting will be on Wednesday 4 December at 1.30pm (NZT), in person
and online.

Annual Meeting attendance

In person

The meeting will be at Synlait’s Dunsandel facility, located at 1028 Heslerton Road, RD13 Rakaia,
Canterbury, New Zealand. Synlait Dunsandel is a manufacturing facility that requires security and
health and safety checks. Please arrive 30 minutes beforehand to ensure registration is completed
before the meeting starts.

Online

To attend the meeting online go to: www.meetnow.global/nz

The Virtual Meeting Guide released with this announcement includes further information on how to
attend the meeting online.

Resolutions

During the meeting shareholders will be asked to consider and, if thought appropriate, to pass the
following ordinary resolutions:

Resolution 1 | Director election

“That George Adams be elected as a Director.”

Resolution 2 | Director election

“That Sihang Yang (Edward) be elected as a Director.”

Resolution 3 | auditor’s remuneration

“That the Board be authorised to determine the auditor’s fees and expenses for the coming financial
year.”

For further information see the Notice of Meeting and Proxy Form released with this announcement.

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

---

1
SYNLAIT 2024 NOTICE OF MEETING
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
You are invited to Synlait Milk Limited’s (Synlait)
Annual Meeting on Wednesday 4 December 2024
at 1.30pm (NZT).
The Annual Meeting will be held in person at Synlait’s
Dunsandel facility, located at 1028 Heslerton Road, RD13
Rakaia, Canterbury, New Zealand, and online at:
www.meetnow.global/nz
Further details about joining the meeting are below and in
the Virtual Meeting Guide.
IMPORTANT DATES
Record date for Annual Meeting voting entitlements
Close of Trading | Monday 2 December 2024 (NZT)
Latest time for receipt of appointment of proxies and
corporate representatives
1:30pm | Monday 2 December 2024 (NZT)
Annual Meeting
1.30pm | Wednesday 4 December 2024 (NZT).
ITEMS OF BUSINESS
1. Chair’s Address
2. Acting CEO’s Address
3. Resolutions
Shareholders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolutions:
Resolution 1 | Director Election
“That George Adams be elected as a Director.”
Resolution 2 | Director Election
“That Sihang Yang (Edward) be elected as a Director.”
Resolution 3 | Auditor’s Remuneration
“That the Board be authorised to determine the auditor’s
fees and expenses for the coming financial year.”
4. Other Business
By order of the Board of Directors
George Adams
Chair
ATTENDING SYNLAIT’S ANNUAL MEETING
In person
Synlait’s Dunsandel facility is at 1028 Heslerton Road, RD13
Rakaia, Canterbury, New Zealand. It is a manufacturing
facility and requires security, health, and safety checks for all
in-person attendees. Please arrive 30 minutes beforehand to
ensure this is completed before the Annual Meeting starts.
Online
To attend the meeting, go to: www.meetnow.global/nz
Then click ‘Go’ under the Synlait meeting and press ‘Join
Meeting Now’.
To join the meeting, you will need to enter your CSN/
Securityholder Number and postcode (New Zealand-based
shareholders) or choose your country from the drop-down
list (international shareholders).
Please ensure the volume on your device or headphones is
turned up. You will need an internet connection.
The Virtual Meeting Guide contains more information on
how to attend and participate.
If you have any questions on how to attend the meeting
online, contact Computershare on +64 9 488 8777 between
8.30am and 5.00pm Monday to Friday (NZT).

2
SYNLAIT 2024 NOTICE OF MEETING
EXPLANATORY NOTES
Explanatory Note 1
Resolution 1 | Director Election

George stands for election with the support of the Board.
George was appointed as an Independent Director of
Synlait in March 2024 to fill a casual vacancy. George
will retire from office at the Annual Meeting and offers
himself for election as required by NZX Listing Rule 2.7.1
and Synlait’s Constitution.
George was elected Chair in May 2024 following
the previously signalled plan that Acting Chair
Paul McGilvary would return to his position as an
Independent Director once a permanent successor was
found and elected. George was elected Chair with the
full support of the Board.
The Board considers George to be an Independent
Director.
About George Adams
George has outstanding commercial and governance
experience with over 30 years of international business
experience in the fast-moving consumer goods and
telecommunications industries and an occupational
health and safety background.
Before focussing on governance, George held a
range of executive leadership positions. Notably he
was, Managing Director of Coca-Cola Amatil
New Zealand and CFO of British Telecom Northern
Ireland. George’s governance highlights include being
Chair of Bell Tea & Coffee, Chair of the New Zealand
Food and Grocery Council and a Director of Hellers
Group and Tegel Food.
Today, George is also Chair of NZX-listed Bremworth
Limited, Director of NZX-listed Arborgen, and Chair of
the Business Leaders Health & Safety Forum.
Explanatory Note 2
Resolution 2 | Director Election

Edward stands for election with the support of the Board.
Under NZX Listing Rule 2.7.1 and Synlait’s Constitution, 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.
Edward was originally appointed as a Bright Diary
Appointed Director in August 2010 under Synlait’s special
governance arrangements. Bright Dairy Appointed
Directors were not required to retire from office under
those arrangements. Subsequent to Bright Dairy increasing
their shareholding in Synlait on 1 October 2024, the special
governance arrangements have fallen away, and Synlait’s
Constitution has been amended to reflect this.
Bright Dairy Appointed Directors will now retire (and stand for
election or re-election as may be appropriate) in accordance
with the NZX Listing Rules and Synlait’s Constitution.
Being eligible to, Edward offers himself for election.
About Sihang Yang (Edward)
Edward has over 20 years of industry experience. He is the
Director of Strategy & Development in Bright Dairy and Food
Co. Ltd. and a Director of several Bright Dairy subsidiaries.
Edward previously worked for Heilongjiang Dairy Group
as the director of Technology and subsequently as the
director of Quality Assurance. He was later appointed as the
secretary-general of Heilongjiang Dairy Industry Association
and a director of China Dairy Industry Association.
Edward holds a Master’s Degree in food science and
engineering.
Explanatory Note 3
Resolution 3 | Auditor’s Remuneration
Synlait’s auditors are automatically reappointed at the
Annual Meeting under section 207T of the Companies
Act 1993. The proposed resolution is to authorise the
Board to fix the fees and expenses of the auditors for the
upcoming financial year.

3
SYNLAIT 2024 NOTICE OF MEETING
PROCEDURAL NOTES
Entitlement to vote
All shareholders as at close of trading on Monday 2
December 2024 are entitled to vote. Shareholders may
vote online or by proxy or corporate representative, as set
out below.
Proxies and corporate representatives
Shareholders entitled to attend and vote the Annual
Meeting, may appoint a proxy to attend the meeting and
vote on their behalf. Corporate shareholders wanting to
be represented in person must appoint a representative
to attend on their behalf. Both appointments must be
made by completing a Proxy Form. The appointment of a
proxy or representative does not preclude a shareholder
from attending and voting in person or online. Proxies
and corporate representatives do not have to be
shareholders, and shareholders may nominate the Chair
(or any Synlait Directors) as their proxy if they wish.
The Chair and the Directors will vote as directed on any
resolutions and intend to vote any discretionary proxies
in favour of all resolutions, to the extent permitted by the
NZX Listing Rules, ASX Listing Rules, and the Company’s
Constitution. Prohibitions on voting by Directors and their
associated persons, including as discretionary proxy, are
detailed below under ‘Resolution Requirements’ and in
the Proxy Form.
If you do not name a proxy but otherwise complete the
form, or your named proxy does not attend the Annual
Meeting, then the Chair will act as your proxy to cast any
express votes indicated in your Proxy Form, subject to
certain restrictions explained in this Notice of Meeting.
For an appointment of proxy to be valid it must be
received by Computershare Investor Services Limited
(Computershare) in accordance with instructions in the
Proxy Form no later than 1:30pm Monday 2 December
2024 (NZT).
Appointing a proxy/corporate representative
Online
1. Go to: www.investorvote.co.nz
2. Use the control number that is located on your
Voting/Proxy Form, then your CSN/Securityeholder
number and post code (or country of residence if
outside New Zealand) to access InvestorVote.
3. Follow the prompts to appoint a proxy or corporate
representative.
In writing
1. Complete and sign the Proxy Form attached to this
Notice of Meeting.
2. Return the completed and signed Proxy Form to
Computershare in accordance with the instructions
on the form
1
. For an appointment of a proxy or
corporate representative to be valid, it must be
received by Computershare in accordance with
instructions below and no later than 1:30pm Monday
2 December 2024 (NZT).
Resolution requirements
All resolutions are ordinary resolutions. An ordinary
resolution is a resolution approved by a simple majority
of votes of shareholders who are entitled to vote on the
resolution and who exercise their right to vote.
Questions
Shareholders at the Annual Meeting will have the
opportunity to ask questions.
If you cannot attend the Annual Meeting but would like to
ask a question, email it to investors@synlait.com or write it
on a separate sheet of paper and return it with the Proxy
Form to Computershare in the reply-paid envelope provided.
Questions submitted in advance of the Annual Meeting
must be submitted by 1.30pm on Monday 2 December
2024 (NZT). The Board will then address these questions
at the Annual Meeting.
Synlait’s auditors, PricewaterhouseCoopers, will also
attend the Annual Meeting to answer any questions
shareholders may have. Auditors’ questions should be
submitted in the same way and timeframe.
Presentation materials
The presentation will be available on Synlait’s website
and NZX and ASX websites shortly before the Annual
Meeting commences.
1
The Proxy Form contains instructions on how to sign it. Proxy Forms that
are signed incorrectly will be invalid.

---

PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2024 ANNUAL MEETING
APPOINTMENT OF PROXY
OR CORPORATE REPRESENTATIVE
If you do not plan to attend and vote at the Annual
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, and the other Synlait Directors,
are willing to act as proxy or corporate representative for
shareholders.
If you do not name a proxy but otherwise complete this
form, or your named proxy does not attend the meeting,
then the Chair 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, or any other Director of
Synlait, and they are attending the meeting online, please
ensure that you provide their phone and email when
completing this form. If this information is not provided,
Computershare cannot guarantee admission of your proxy
to the online meeting.
Synlait Milk Limited’s (Synlait) Annual Meeting on Wednesday 4 December 2024 at 1.30pm (NZT). It will be held in
person at Synlait’s Dunsandel facility, located at 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand, and
online at: www.meetnow.global/nz
VOTING
Direct your proxy or corporate representative how to vote by
marking one of the boxes next to each resolution. If you do
not mark a box your proxy or corporate representative may
vote as they choose. If you mark more than one box next to
a resolution, your vote will be invalid.
The Chair and the other Directors intend to vote all
discretionary proxies in favour of the resolutions to the
extent permitted by law, the NZX Listing Rules, ASX Listing
Rules and the Company’s Constitution.
PROXY FORM SIGNING INSTRUCTIONS
Individual holding
Where your shareholding is in a single name, the
shareholder or their attorney
1
must sign this form.
Joint holding
Where your shareholding is in more than one name, all the
shareholders, or their attorneys
1
, should sign this form.
Corporate shareholder
This 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 attorney
1
appointed by the company.
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 1:30PM ON MONDAY 2 DECEMBER 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. 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.
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); and
• a signed certificate of non-revocation of the power of attorney.

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 Annual Meeting of Shareholders of Synlait to be held
on Wednesday 4 December 2024 commencing at 1.30pm (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
Ordinary Resolution
Resolution 1 | Director Election
“That George Adams be elected as a Director.”
Resolution 2 | Director Election
“That Sihang Yang (Edward) be elected as a Director.”
Resolution 3 | Auditor’s Remuneration
“That the Board be authorised to determine the auditor’s fees and expenses
for the coming financial year.”
For
AgainstAbstain
Proxy
Discretion
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 at the Annual Meeting will have the opportunity to ask questions. If you cannot attend the Annual Meeting but
would like to ask a question, email it to investors@synlait.com, or write it on a separate sheet of paper and return it with the
Proxy Form to Computershare in the reply-paid envelope provided. Questions submitted in advance of the Annual Meeting
must be submitted by 1.30pm on Monday 2 December 2024 (NZT). The Board will then address these questions at the
Annual 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)

---

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or
computer.
If you choose to attend online you will be able to view
a live webcast of the meeting, ask questions and
submit your votes in real time.
You will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
Visit: meetnow.global/nz
ACCESS
Access the online meeting at: meetnow.global/nz
and select the required meeting.
Click ‘JOIN MEETING NOW’.
If you are a shareholder:
Select ‘Shareholder’ on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country from
the drop down box instead of the post code. Accept
the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you
will be prompted to complete all the relevant fields
including title, first name, last name and email address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
CONTACT
If you have any issues accessing the website please
call +64 9 488 8700.
NAVIGATION
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
VOTING
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from
the options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press ‘Send’.
HOW TO PARTICIPATE IN
VIRTUAL/HYBRID MEETINGS
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz,and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest version of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
remotely is eligible to ask a question.
Select the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz,and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
call +64 9 488 8700.