2025 Notice of Annual Meeting and Voting Form

NZX Code: ATM
ASX Code: A2M





21 October 2025
NZX/ASX Market Release

2025 Notice of Annual Meeting and Voting Form

The a2 Milk Company (“the Company”, “a2MC”) has today provided its Notice of Annual Meeting and Voting form for its 2025
Annual Meeting which is to be held in The Ballroom at the JW Marriott Hotel, 22/26 Albert Street, Auckland at 11:00 am on
Thursday 20 November 2025, New Zealand Daylight Time (NZDT).
Shareholders are also able to attend and participate in the Annual Meeting online via the Virtual Meeting portal at
virtualmeeting.co.nz/a2MC25.
The attached Notice of Meeting and Voting Form will be mailed to shareholders who have not provided the Company’s share
registrar with an email address. An electronic copy of these documents is also available on the Company’s website at
thea2milkcompany.com/annual-meetings.

Authorised for release by the Board of Directors

Pip Greenwood
Chair
The a2 Milk Company Limited


For further information, please contact:


Investors / Analysts
Chante Mueller
Head of Investor Relations
M +61 400 374 133
chante.mueller@a2milk.com


Media – New Zealand
Barry Akers
M +64 21 571 234
barryakers9@gmail.com
Media – Other markets
Rick Willis
M +61 411 839 344
rick@networkfour.com.au

---

The a2 Milk Company
2025 Notice
of Annual
Meeting

Business
A. Welcome
B. Chair speech
C. Managing Director and Chief Executive Officer address
D. Resolutions
To consider and, if thought fit, to pass the following resolutions
as ordinary resolutions of the Company.
1. Auditor’s fees and expenses: 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.
(See Explanatory Note 1)
2. Election and re-election of Directors: To consider and, if thought
fit, pass the following resolutions as separate ordinary resolutions:
a) That Pip Greenwood (Chair) be re-elected as a Director of
the Company.
b) That Sandra Yu be re-elected as a Director of the Company.
c) That Lain Jager be elected as a Director of the Company.
d) That Grant Dempsey be elected as a Director of the Company.
(See Explanatory Note 2)
3. Increase in Non-executive Directors’ Remuneration:
That, for the purpose of NZX Listing Rule 2.11 and ASX Listing Rule
10.17, and for all other purposes, the maximum aggregate annual
remuneration payable to, and in their capacity as, Non-executive
Directors be increased by $310,000 from $1,365,000 to $1,675,000,
to be paid and allocated amongst current and any potential new
Directors (other than the Managing Director and Chief Executive
Officer) over time as the Board considers appropriate.
(See Explanatory Note 3)
Note: A voting exclusion applies to this resolution.
4. Grant of performance rights (Rights) to David Bortolussi,
Managing Director and Chief Executive Officer: That on an
advisory basis and for the purpose of ASX Listing Rule 10.14
and all other purposes, the acquisition of 324,606 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 (LT ILT I) Plan be
approved. (See Explanatory Note 4)
Note: A voting exclusion applies to this resolution.
The resolutions above are ordinary resolutions and to be passed,
require the approval of more than 50% of the votes of those
shareholders entitled to vote and voting (in person, virtually,
by postal vote or by proxy) on the resolutions.
For more information on the resolutions, please see the
Explanatory Notes section of this notice.
E. Questions
To consider any shareholder questions raised prior to or during
the Annual Meeting.
By order of the Board of Directors of The a2 Milk Company Limited
Pip Greenwood, Chair
21 October 2025
Letter from the Chair
On behalf of the Board of Directors, I am pleased to invite
you to the 2025 Annual Meeting of The a2 Milk Company
Limited (CompanyCompany), which is to be held in The Ballroom at
the JW Marriott Hotel, 22/26 Albert Street, Auckland at
11:00 am on Thursday 20 November 2025, New Zealand
Daylight Time (NZDTNZDT).
Shareholders are also able to attend the Annual Meeting online
via the Virtual Meeting portal at virtualmeeting.co.nz/a2MC25.
Shareholders, proxy holders and corporate representatives
attending the Annual Meeting either in person or online will be
able to watch and listen to the meeting, ask questions and vote
live during the meeting. Shareholders can cast their vote
directly or appoint a proxy, attorney or, if applicable, corporate
representative. Questions can be asked during or prior to the
Annual Meeting.
Further details on how to attend the Annual Meeting and
participate are set out in the Procedural Notes section of
this notice and the Virtual Meeting Guide available on the
Company’s website thea2milkcompany.com/annual-meetings.
The Annual Meeting is a valuable opportunity for the Board
to engage directly with our shareholders and reflect on the
Company’s performance. We look forward to welcoming you
to the Annual Meeting.
PIP
GREENWOOD
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING12

Key dates
Record date for voting
entitlements for
the Annual Meeting
9:00 pm
Tuesday 18 November 2025
(NZDT)
Latest time for
receipt of postal
votes and proxies
11:00 am
Tuesday 18 November 2025
(NZDT)
Latest time for
receipt of questions
submitted prior to
the Annual Meeting
11:00 am
Tuesday 18 November 2025
(NZDT)
Annual Meeting11:00 am
Thursday 20 November 2025
(NZDT)
Getting there
JW Marriott Hotel
22/26 Albert Street
Auckland, New Zealand
Procedural Notes
Shareholders eligible to vote
Only shareholders who hold ordinary shares in the Company as
at 9:00pm, Tuesday 18 November 2025 (NZDT) will be eligible
to vote at the Annual Meeting. All voting at the Annual Meeting
will be conducted by poll.
Voting
The voting form enclosed with this notice allows you or your
proxy to vote either for or against, or abstain, on each of the
resolutions. Votes may be cast in any of the following ways:
Attending in person
If you wish to vote in person, you should attend the Annual
Meeting where you will be issued with a voting card. Please
bring your voting form (enclosed with this notice) with you
to the meeting to assist with your registration.
Attending online
Shareholders may also attend the Annual Meeting virtually
via an online portal, where they can watch the Annual
Meeting, vote and ask questions during the Annual Meeting.
Shareholders attending virtually will require their Security
Reference Number (SRNSRN) or Holder Identification Number (HINHIN)
for verification purposes. The Annual Meeting portal can be
found at virtualmeeting.co.nz/a2MC25.
If you require any help using the online portal prior to or
during the Annual Meeting, please dial 0800 200 220 from
New Zealand or 1800 990 363 from Australia or internationally
please dial +64 9 375 5998.
A user guide containing further information regarding virtual
attendance, including how to vote and ask questions virtually
during the Annual Meeting is available at the Annual Meeting
section of the Company’s website at thea2milkcompany.com/
annual-meetings.
Postal voting
Shareholders can also vote prior to the Annual Meeting either
by post or online, as described below.
Shareholders may elect to lodge their proxy appointment
or postal vote online prior to the Annual Meeting by visiting
vote.cm.mpms.mufg.com/ATM, or by post by completing and
lodging the enclosed voting form with the share registrar,
MUFG Pension & Market Services, by no later than 11:00am,
Tuesday 18 November 2025 (NZDT). Any postal voting form
received after that time will not be valid for the Annual
Meeting. MUFG Pension & Market Services has been authorised
by the Board to receive and count postal votes.
Customs St W
Albert Park
Albert St
Albert St
Federal St
Hobson St
Hobson St
Queen St
Commerce St
Quay St
Princes Wharf
Swanson St
Wyndham St
Wolf St
Fanshaw St
Sturdee St
Mills Ln
Victoria St E
Fort St
Shortland St
JW Marriott
Hotel
N
Waitemata
(Britomart)
Train Station
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING34

Proxy voting
Shareholders who cannot attend the Annual Meeting and
choose not to participate virtually via the Annual Meeting
portal are encouraged to appoint a proxy to attend and vote
in their place.
A body corporate that is a shareholder may appoint a person
to attend the Annual Meeting as its representative in the same
manner that it would appoint a proxy.
A proxy need not be a shareholder of the Company.
The Chair of the meeting or any other Director is willing to act
as proxy for any shareholder who appoints him or her for that
purpose. The Chair of the meeting and the other Directors of
the Company intend to vote all discretionary proxies, for which
they have authority to vote, in favour of all resolutions. See the
Voting Exclusions section of this notice for voting exclusions
that apply to a Director and his or her associates
1
.
If, in appointing your proxy, you do not name a person as your
proxy (either online or on your voting form), or your proxy does
not attend the Annual Meeting, the Chair of the meeting will be
your proxy and may vote only in accordance with your express
direction and cannot vote on resolution 3 if the Chair is given a
discretion on how to vote on that resolution.
Shareholders can appoint a proxy by going online to vote.
cm.mpms.mufg.com/ATM or by completing and returning the
enclosed voting form to MUFG Pension & Market Services, by
no later than 11:00am, Tuesday 18 November 2025 (NZDT).
Any voting form received after that time will not be valid for
the meeting.
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 Annual Meeting on its behalf. Any shareholder may
appoint an attorney to attend and vote at the Annual Meeting
on its behalf. Notice of any such appointment should be sent
to the Company’s share registrar, MUFG Pension & Market
Services, as soon as possible and by no later than 11:00am,
Tuesday 18 November 2025 (NZDT).
1 “associate” when used in this Notice of Meeting is as defined in the ASX Listing
Rules and also means an “associated person” as defined in the NZX Listing Rules.
Voting exclusions
Voting exclusions apply to resolutions 3 and 4.
In accordance with the NZX and ASX Listing Rules, the
Company will disregard any votes cast in favour of:
1. Resolution 3 by or on behalf of any Director, and any
associate
1
of a Director; and
2. Resolution 4 by or on behalf of a person referred to in
ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to
participate in the LTI (i.e. David Bortolussi and any of his
associates)
(in each case, each such person being a “Restricted Person”).
However, this does not apply to a vote cast in favour of either
resolution by:
• Any Restricted Person as proxy or attorney for a
shareholder who is entitled to vote on the resolution, in
accordance with the express directions given to the proxy
or attorney to vote on the resolution in that way (which
excludes any proxy/attorney discretion on resolution 3); or
• The Chair of the Annual Meeting as proxy or attorney
for a person who is entitled to vote on resolution 4, 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 or associated person 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 to vote
in that way.
The Chair intends to vote undirected proxies (where
appropriately authorised as described above) in favour of
each resolution.
THE a2 MILK COMPANY 562025 NOTICE OF ANNUAL MEETING

Asking questions
Shareholders physically present at the Annual Meeting
or attending virtually via the online portal will have the
opportunity to ask questions during the Annual Meeting.
Shareholders attending virtually will be able to submit
questions via the “Ask a Question” functionality in the online
portal. We encourage shareholders to submit questions
as early as possible to ensure that questions are received
and can be addressed at the appropriate time during the
Annual Meeting. To use the “Ask a Question” feature in the
online portal, shareholders must first complete the voting
registration process to verify their identity in order to make
the “Ask a Question” functionality available.
Shareholders who are unable to attend the Annual Meeting
or who wish to ask a question prior to the Annual Meeting,
can email the questions to meetings.nz@cm.mpms.mufg.com,
complete the question section on the enclosed voting form,
or submit the question online by going to vote.cm.mpms.mufg.
c o m/ATM, in each case by 11:00am, Tuesday 18 November 2025
(NZDT).
NZX Waiver
NZ RegCo has granted the Company a standing waiver from
the requirement under Listing Rule 7.8.5(b) for the Company
to include an appraisal report with this notice in respect of
resolution 4. The terms of this waiver can be found on the
Company’s announcement page on the NZX website
nzx.com/companies/ATM/announcements.
Explanatory notes
Board recommendation
The Board considers that resolutions 1 to 4 are in the best
interests of the Company’s shareholders and recommend
that shareholders vote in favour of each resolution except
for resolution 3, where the Directors consider it would not be
appropriate to make a recommendation due to their interest
in the outcome.
Resolutions 2 a-d: Election or re-election of Director:
• Pip Greenwood, Sandra Yu, Lain Jager and Grant Dempsey
have each abstained from making a recommendation on
their own respective resolutions.
• The Board (excluding the relevant Director) has considered
the skills and experience each brings to the Board and
recommends that shareholders vote in favour of the
election or re-election of the relevant Director.
Resolution 4: Grant of performance rights to David Bortolussi,
Managing Director and Chief Executive Officer:
• The Board (with David Bortolussi abstaining) recommends
that shareholders vote in favour of resolution 4.
• The Board believes that incorporating long-term equity
incentives (LT I sLT I s) into senior executive remuneration aligns
leadership incentives with the Company’s long-term
strategy and shareholder value creation. The proposed
grant of Rights to David Bortolussi is consistent with the
Company’s established remuneration framework and
supports the attraction and retention of top executive
talent in a globally competitive environment.
Explanatory Note 1:
Auditor’s fees and expenses
Pursuant to section 207T of the Companies Act 1993, Ernst
& Young is automatically reappointed at the Annual Meeting
as auditor of the Company. The proposed resolution is to
authorise the Directors of the Company to fix the fees and
expenses of the auditor, Ernst & Young, for the ensuing year
under section 207S of the Companies Act 1993.
2025 NOTICE OF ANNUAL MEETING8THE a2 MILK COMPANY 7

Explanatory Note 2:
Election and re-election of Directors
Under the Company’s constitution, NZX Listing Rule 2.7.1 and
ASX Listing Rule 14.4, a Director must not hold office (without
re-election) past the third annual meeting following their
appointment or for more than three years, whichever is longer.
Accordingly, Pip Greenwood and Sandra Yu will retire and offer
themselves for re-election at the Annual Meeting.
In addition, under the Company’s constitution, NZX Listing
Rule 2.7.1 and ASX Listing Rule 14.4, a Director appointed by
the Board must not hold office (without election) past the next
annual meeting following their appointment. Lain Jager and
Grant Dempsey, having been appointed by the Board following
the 2024 Annual Meeting, now offer themselves for election at
the 2025 Annual Meeting.
2.a) Pip Greenwood, Chair
Bachelor of Laws (LL.B.),
University of Canterbury (New Zealand)
Term of office: Appointed 1 July 2019
and last re-elected at the 2022 Annual
Meeting
Board Committees: Member of the
People and Remuneration Committee
Pip has been a Director of the Company since 1 July 2019 and
Chair since November 2023.
Currently Pip is also the Chair of Westpac New Zealand and a
director of Westpac Banking Corporation. She was previously
a director of Spark New Zealand, Fisher & Paykel Healthcare
and Vulcan Steel. Prior to becoming a full time director,
Pip was a senior partner at law firm Russell McVeagh, where
she spent over 10 years on the firm’s Board including acting as
the firm’s Board Chair and interim CEO.
Pip brings extensive commercial and board experience to
The a2 Milk Company Board. A leader in the New Zealand
business community, she is the recipient of numerous industry
awards including being named New Zealand ‘Dealmaker of the
Year’ at the Australasian Law Awards, an accolade she has won
five times; and she has twice been recognised as a finalist at
the Women of Influence Awards.
Pip resides in New Zealand.
Pip Greenwood is considered by the Board to be an
independent Director.
2.b) Sandra Yu
Masters – Marketing, International
Business Management
(National Taiwan University)
Advanced Management Program
(Harvard Business School)
Term of office: Appointed 1 March 2022
and elected at the November 2022
Annual Meeting
Board Committees: Chair of the People
and Remuneration Committee
Sandra is an experienced company director and global
executive in consumer goods industries, particularly in the
infant formula market in China, with a proven track record
of driving business growth and brand transformation, and
building organisational capabilities across China, the USA,
and other parts of Asia. She currently serves as a director
at 91AAP Inc., a provider of retail Software as a Service. In
addition to her role at the company, she is also engaged as an
advisor and an executive coach, contributing her expertise to
foster growth and success in various capacities.
Throughout her career, Sandra has held various senior
executive positions at Mead Johnson Nutrition, including
her tenure as president of the Greater China division and as
Global Marketing Vice President. She played a pivotal role
in enhancing global brand equity, developing a sustainable
innovation pipeline, and transitioning the company towards
new digital media and e-commerce platforms.
In addition, Sandra has served as the non-executive chair of
the RB China Advisory Board. Prior to Mead Johnson, Sandra
had 13 years experience at Unilever in senior executive roles,
leading skin care and personal care categories across multiple
Asian markets.
Sandra resides in Greater China.
Sandra Yu is considered by the Board to be an
independent Director.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING910

2.c) Lain Jager
Master of Social Science
(University of Waikato)
Term of office: Appointed with effect
from 1 December 2024
Board Committees: Member of the
People and Remuneration Committee
Lain brings extensive international agribusiness leadership
experience to the Board through his former role as CEO of
Zespri International. Zespri is the world’s largest marketer of
kiwifruit, distributed in more than 50 countries with revenue
of around NZ$5 billion. Lain’s nine years as CEO of Zespri
International from 2008 to 2017 included the development of a
successful global growth strategy, and significant increases in
revenue and profitability. Lain joined the Zespri board in 2025.
Since stepping down as Zespri CEO in 2017, Lain has focused on
private business interests including personal investments in a
range of entrepreneurial, technology and agriculture related
businesses.
Lain resides in New Zealand.
Lain Jager is considered by the Board to be an
independent Director.
2.d) Grant Dempsey
Bachelor of Commerce
(Melbourne University)
Term of office: Appointed with effect
from 1 September 2025
Board Committees: Member of the Audit
and Risk Management Committee
Grant brings extensive financial, strategic and commercial
experience to the Board through his career in investment
banking and CFO roles held at ASX50 listed companies.
Grant commenced his career as an auditor before spending
time in business development at Bank of Melbourne and
General Electric. Grant then gained significant experience in
investment banking, initially at UBS and Citi, then at JP Morgan
for 10 years, including as its Head of Banking, where he led
a number of high value transactions in Australia for ASX20
companies. Following this, Grant held CFO roles at Alumina,
a bauxite and alumina mining business, and TPG Telecom,
one of Australia’s largest telecommunications companies.
Grant retired as an executive in 2024 and is now a professional
director. He has been a director of Industry Funds Management
(IFMIFM) Investors since 2018 and chairs its board investment
committee. More recently, he has been appointed as the Chair
of Firmus Technologies, Chair of Housing Hub, and a director
and Chair of the audit and risk committee of Sims Metals and
Megaport, both of which are ASX listed companies.
Grant resides in Australia.
Grant Dempsey is considered by the Board to be an
independent Director.
Explanatory Note 3:
Increase in Non-executive Directors’ Remuneration
The Board reviews Non-executive Director remuneration from
time to time to ensure it remains appropriate and competitive,
enabling the Company to attract and retain Directors with the
diverse skills and experience required to support effective
governance and long-term shareholder value creation.
ASX Listing Rule 10.17 provides that an entity must not
increase the total aggregate amount of directors’ fees payable
to all its non-executive directors without the approval of its
shareholders.
The last adjustment to the Non-executive Director fee pool
was approved by shareholders in November 2018 when the
pool was increased to $1,365,000. Since then:
–No changes have been made to individual Non-executive
Director, Committee Chair, or Committee Member fees;
–The Chair fee was increased from $265,000 to $375,000 in
November 2023 following a change in Board leadership with
the retirement of the Deputy Chair (who was not replaced).
At that time, the Nomination Committee was disbanded,
and no fees have been paid in relation to that committee
since that date; and
–CPI has increased by 27% in New Zealand and 24%
in Australia
1
, while Non-executive Director fees have
remained flat.
Since the appointment of new leadership in 2021, the Company
has delivered a significant uplift in strategy, execution and
financial performance, establishing itself as one of the best-
performing infant milk formula companies in China, with the
a2™ brand becoming the fourth largest brand in the China
infant milk formula market, competing successfully against
leading local and multinational players. In addition, the
Company has built capability and capacity to expand into
new categories and markets.
Over this period
2
, revenue has grown by approximately
$700 million to a record $1.9 billion, EBITDA margin has
improved from a post-COVID low of 10% to 14.4%, and
earnings per share have increased from 10.86 to 27.87
cents. In addition, the recent acquisition of an integrated
nutritional manufacturing facility in Pokeno, New Zealand
marked a pivotal milestone in the Company’s supply chain
transformation strategy and China market access.
This strategic evolution and growth of the Company has
materially increased the complexity, scope, and frequency
of matters requiring Board oversight. In response to these
heightened governance demands, the Board expanded its size
in 2025 bringing the total number of Directors to seven.
1 For the period Q1 2019 to Q2 2025. Information source: Consumers price index (CPI)
| Stats NZ and Consumer Price Index, Australia | Australian Bureau of Statistics.
2 For the FY21 – FY25 period being 1 July 2020 to 30 June 2025.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING1112

In view of these developments and noting that the last
adjustment to the Non-executive Director fee pool was
made seven years ago, the Board considered it timely to
assess whether current Non-executive Director fees remain
appropriate. The Board engaged PricewaterhouseCoopers
(PwC) New Zealand to undertake a benchmarking review.
The review benchmarked the Company’s current Non-executive
Director fees against comparator groups of 15 NZX-listed and
20 ASX-listed companies based on market capitalisation of
a similar size. A summary of the PwC report, which includes
the benchmarking methodology and comparator groups is
available on the Company’s website at thea2milkcompany.
com/annual-meetings.
The review highlighted that the current fee structure, set in
2018, is below the comparator group. The Board also notes
that current Non-executive Directors’ fee pool headroom of
$45,500 is insufficient to fund market increases in fees in
line with CPI over time or any non-routine work required of
Directors in the future. Therefore, shareholders are being
asked to approve an increase in the total available fee pool
to be paid to Non-executive Directors in the form of fees
and allowances by $310,000 from $1,365,000 per annum to
$1,675,000 per annum.
As required by ASX Listing Rule 10.17, the Company confirms
that no securities have been issued to a Non-Executive
Director under ASX Listing Rule 10.11 or 10.14 with the approval
of Shareholders at any time within the preceding three years.
Director remuneration structure
The table below sets out the Company’s current Non-executive
Director remuneration structure, the combined ASX and NZX
comparator group median, and the proposed Non-executive
Director remuneration structure that, if approved, will be
effective from 1 December 2025.
The Company’s Managing Director and Chief Executive Officer,
David Bortolussi, does not receive Directors fees but is instead
remunerated as an employee.
Current
remuneration
Combined
comparator
group
median
Proposed new
remuneration
(effective
1 December 2025)
Amount of
increase
Per-
centage
increase
Base Fees
Chair
1
$375,000$416,100$410,000$35,0009.3%
Non-executive
Director$165,000$175,200$175,000$10,0006.1%
Audit and Risk Committee Fees
Chair$35,000$43,300$40,000$5,00014.3%
Member$16,500$19,900$20,000$3,50021.2%
People and Remuneration Committee
Chair$35,000$34,700$40,000$5,00014.3%
Member$16,500$18,600$20,000$3,50021.2%
Travel Allowance (new)
Australian
Directors––$10,000$10,000n/a
International
Directors––$25,000$25,000n/a
Total Non-executive Director fees
Tot a l
annualised
Non-executive
Directors’
fees
2
$1,319,500–$1,485,000$165,50012.5%
Non-executive
Director
Fee Pool
Headroom$45,500–$190,000$144,500n/a
Tot a l N o n -
executive
Directors’
Fee Pool$1,365,000–$1,675,000$310,00022.7%
All amounts expressed in New Zealand dollars
1 The Chair of the Board does not receive committee fees.
2 The Non-executive Director fee pool is calculated on an annualised basis for
six Non-executive Directors and assumes current committee composition.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING1314

Proposed Non-executive Director remuneration increase
The proposed increase to the total available Non-executive
Director fee pool incorporates the following:
Proposed increases effective 1 December 2025
Base Fee Increase
1
Amount: $105,500
Aligns individual Non-executive Director and
Committee fees with the median
2
of the NZX and
ASX comparator group, ensuring remuneration
remains competitive and market aligned.
Travel allowance
Amount: $60,000
Introduces a travel allowance that will be paid to
overseas Non-executive Directors annually out of
the total available fee pool in acknowledgement of
the travel commitments and time investment.
Proposed budget for future potential increases
Budget for gradual increases in
Non-executive Director remunerationAmount: $144,500
Allows for CPI adjustments for up to 5-years
to gradually increase Non-executive Director
remuneration over time as appropriate, and to fairly
compensate some or all Directors for significant
non-routine workloads resulting in increased time
commitment and responsibilities beyond those
Directors’ usual scope of responsibilities (for example,
one-off projects or transactions)
3
. This is intended
as a budgetary safeguard and does not imply a
commitment to apply the full amount
4
. It is not the
intention of the Board to use the fee pool to award
significant additional Non-executive Director base fee
increases without seeking shareholder approval first.
Total proposed increase
Amount: $310,000
1 The proposed increase in Non-executive Director base fees is calculated on an
annualised basis with reference to six Non-executive Directors and assumes current
committee composition.
2 The Company has continued to align its ARMC and PRC committee fees noting
the PRC fees are above the combined comparator group median. This reflects
the Board’s view that, while the PRC meets less frequently, the nature of its
responsibilities including oversight of executive remuneration, succession planning,
and culture warrants equivalent remuneration due to the strategic importance and
complexity of its remit.
3 While ASX listing Rule 10.17 provides that a shareholder approved total amount
of directors’ fees that may be paid to Non-executive directors does not include
genuine “special exertion” fees paid in accordance with an entity’s constitution,
the NZX Listing Rules does not include an equivalent carve-out. Therefore, the
proposed available fee pool is being recommended with the need for it to include
any such genuine special exertion fees borne in mind. Fees approved by the Board
and awarded to Directors for additional work will be determined on a case-by-case
basis at the time.
4 Any further increases in Non-executive Director remuneration will be assessed
at the time, taking into consideration but not limited to factors such as market
conditions, company performance and strategic execution, reflecting a prudent
approach to compensation and growth. While increases are not guaranteed and
may vary depending on these factors, they are expected to generally align with
movements in the Consumer Price Index (CPI), with any adjustments anticipated
to be in the low single-digit range.
If approved, the Board does not anticipate utilising the
full increased Non-executive Director fee pool amount
immediately. The Company will continue to determine
individual Non-executive Director remuneration within
the approved fee pool, taking into account independent
benchmarking, market conditions, Board performance,
and other relevant considerations. Non-executive Director
remuneration is expected to be reviewed annually to ensure
it remains appropriate.
For the voting exclusions applicable to this resolution,
please refer to the Procedural Notes section of this notice.
If resolution 3 is not passed, the Company will not be able
to increase Non-executive Director fees, which may impact
the Company’s ability to retain and attract high-quality
Non-executive Directors.
Explanatory Note 4:
Grant of 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 all other
purposes, to permit the Managing Director and Chief Executive
Officer, David Bortolussi, or an associate named in this notice,
to acquire 324,606 Rights, as calculated below, for FY26 under
the LTI Plan.
The proposed grant of Rights to David Bortolussi, for FY26
under the Company’s LTI Plan does not require shareholder
approval under NZX Listing Rule 4.6, and would not require
shareholder approval under ASX Listing Rule 10.14 were the
Rights required to be satisfied only through the acquisition of
shares on-market. However, in the interests of transparency
and good governance, and to provide greater flexibility as to
the manner in which the Rights may be satisfied, the Managing
Director and Chief Executive Officer’s LTI grant is being put
to shareholder vote on an advisory basis consistent with the
Company’s previous practice.
Consistent with the Company’s established approach for
David’s previously vested LTI grants, shares allocated on
vesting of the Rights are intended to continue to be purchased
on-market (rather than the obligation being satisfied by the
issue of new shares). It should be noted that, if shareholder
approval is obtained, it will also serve as binding approval for
the purposes of ASX Listing Rule 10.14, should the Board elect
to satisfy vested Rights through the issue of new shares if it
considers it necessary or appropriate at the time.
If resolution 4 is passed, the Rights will be issued by grant as
soon as practicable after the Annual Meeting. ASX Listing Rule
10.15.7 requires the issue to occur no later than three years
after the date of the Annual Meeting.
If shareholders do not approve the proposed grant of Rights
to David, the Board will consider alternative arrangements to
appropriately remunerate David that are equivalent (taken
overall) to the proposed Rights.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING1516

In accordance with the conditions of the standing waiver
granted by NZ RegCo to the Company from the requirement
under NZX Listing Rule 7.8.5(b) to include an appraisal report
with this notice, the terms of the Rights proposed to be
issued to David Bortolussi have been negotiated solely by the
Company’s non-interested Directors.
For the voting exclusions applicable to this resolution,
please refer to the Procedural Notes section of this notice.
Summary of key terms of the Company’s LTI Plan including
the FY26 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 key terms of the LTI Plan as relevant to the
proposed grant of Rights to David is set out below. Additional
information about the general operation of the LTI Plan is set
out in the Remuneration section on pages 80 and 81 of the
2025 Annual Report.
Proposed FY26 Award
–It is proposed that 324,606 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$3,005,396 based
on the volume weighted average share price of ordinary
shares in the Company on the ten trading days up to and
including 12 September 2025, 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 FY26 LTI Plan, calculated in
accordance with the ASX Listing Rules.
Grant date
–As soon as practicable after the 2025 Annual Meeting, but in
any case, no later than 19 November 2028.
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) (FARFAR).
The minimum potential outcome value is zero.
Performance/vesting period
–Three years, from 1 July 2025 to 30 June 2028.
–There is no retesting of performance if performance
conditions are not met at the end of the performance period.
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:
Grant opportunityShare priceNumber of rights
FAR
1

$
x
Maximum LTI
opportunity %
÷
Share price
2

(no discount applied)
=
Number of
performance rights
granted
1 FY26 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 (determined in accordance with the ASX Listing Rules) based
on the 10 trading days up to and including 12 September 2025, 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 FY26 LTI Plan.
Dividend payments
–No dividends or dividend equivalent payments are provided
in respect of the Rights.
Board discretion
–The Board may forfeit the Rights for fraud, or dishonest
breach of a material obligation under David’s executive
services agreement or otherwise acting in a manner that
brings the a2MC Group into disrepute, or if there has been
a material misstatement or omission in the accounts of the
a2MC Group that results in a restatement of the accounts.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING1718

Performance hurdles
The Rights will vest subject to achievement of both:
–EPS CAGR (compound annual growth in reported diluted
earnings per ordinary share); and
–Revenue CAGR (compound annual growth in reported
revenue from continuing operations) 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 2025 to 30 June 2028.
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 – CAGRVesting % (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. The FY25 base year for calculation of the
Revenue CAGR will use revenue from continuing operations
of $1,757,240,000 which adjusts revenue for the divestment
of Mataura Valley Milk (MVM) that was a subsequent event
to year end. FY25 revenue from continuing operations was
disclosed in the Company’s Investor Presentation dated
18 August 2025 and will be reported as the comparative
result in the Company’s FY26 financial statements.
Performance hurdles (continued)
Calculation approach (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 notwithstanding the divestment of MVM. 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 group
operating profitability driven by the Company’s supply chain
transformation strategy and mitigating a significant decline
in interest income due to a decline in market interest rates.
Executive Minimum Shareholding Requirement
(Executive MSR)
–The Executive MSR Policy applies to David Bortolussi and the
other members of the Company’s ELT.
–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.
–It is noted that David Bortolussi, Managing Director and
CEO, currently holds a2MC shares equivalent to over 6 times
his Executive MSR, and that all other ELT members that
have had more than one grant of performance rights vest
currently exceed their Executive MSR.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING1920

Cessation of employment, change of control, bonus issue
or reorganisation of capital
–Subject to the discretion of the Board or unless David’s
employment is terminated by the Company other than for
cause, 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.
–All 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.
Other information required by the ASX Listing Rules
(continued)
–David Bortolussi’s FY26 total remuneration package
comprises A$2,003,597 FAR (representing a 3.45%
increase in FAR from FY25), 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 Target STI
OpportunityOpportunity), 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.
–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 2,699,065 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
1,454,174 of the Rights have vested and been exercised
leaving 690,066 Rights held by DMZSK Super Pty Ltd due to
vest following the current financial year and 538,336 Rights
held by DMZSK Super Pty Ltd due to vest following FY27.
THE a2 MILK COMPANY 2025 NOTICE OF ANNUAL MEETING2122

thea2milkcompany.com

---

Lodge your vote:
Online: vote.cm.mpms.mufg.com/ATM
Scan and email: meetings.nz@cm.mpms.mufg.com
(quote “a2MC Voting From” as the subject for easy identification)
Mail: Use the enclosed reply paid envelope or address to:
MUFG Pension & Market Services
PO Box 91976, Auckland 1142, New Zealand
By hand:
MUFG Pension & Market Services,
Level 30, PwC Tower
15 Customs Street West, Auckland 1010, New Zealand
General enquiries:
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com


SCAN THIS QR CODE WITH YOUR
SMARTPHONE AND VOTE ONLINE


THE a2 MILK COMPANY LIMITED ANNUAL MEETING VOTING FORM
The Annual Meeting of The a2 Milk Company Limited (“a2MC” or the “Company”) will be held online at www.virtualmeeting.co.nz/a2MC25 and
in person in The Ballroom at the JW Marriott Hotel, 22/26 Albert Street, Auckland 1010, New Zealand on Thursday 20 November 2025 at 11:00
am (NZDT).
For your postal vote or proxy to be effective, it must be lodged with MUFG Pension & Market Services by no later than 11:00 am on Tuesday 18
November 2025 (NZDT).

ATTENDING THE MEETING
If you propose to attend the Annual Meeting in person, please bring
this Voting Form to the meeting to assist with your registration. All
shareholders must register with MUFG Pension & Market Services
prior to entering the meeting room. A paper voting card will be
issued upon registration at the meeting.

Shareholders attending and participating in the Annual Meeting
virtually via virtualmeeting.co.nz/a2MC25 will be able to vote and ask
questions during the Annual Meeting.

More information regarding virtual attendance can be found in the
Virtual Meeting Guide which is available on the Company’s website
at thea2milkcompany.com/annual-meetings.

POSTAL VOTE
As a shareholder entitled to vote at the Annual Meeting, you are
entitled to vote by postal vote. The Company’s share registrar
MUFG Pension & Market Services has been authorised by the
Board to receive and count postal votes at the Annual Meeting.
You can cast your postal vote by one of the methods listed above
headed “Lodge your vote”. 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,
your postal vote will be cast, and your proxy appointment will not
be counted.
If this Voting Form is returned duly signed by a shareholder with
voting instructions completed, but without indicating that it is a
postal vote, and a proxy has not been appointed, it will be
deemed to be a postal vote.

PROXY APPOINTMENT

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
in their place. A proxy need not be a shareholder of the Company.
Any corporation that is a shareholder, or an attorney of a shareholder,
may appoint a person as its representative to attend the Annual
Meeting and vote on their behalf, in the same manner as that in which
it could appoint a 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 (where authorised to do so). 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 may exercise the
proxy’s discretion as to whether to vote and, if so, how to vote
(subject to the voting exclusions set out below).

VOTING EXCLUSIONS
The Company will disregard any votes cast in favour of resolution 3
by any Director of the Company and any of his or her associated
persons. The Company will also disregard any votes cast in favour of
resolution 4 by Mr David Bortolussi and any of his associated
persons (in each case the term “associated persons” is as defined in
the NZX Listing Rules).

The Company need not disregard a vote cast in favour of
resolutions 3 or 4 if it is cast by any of the above people as proxy for
a person who is entitled to vote, in accordance with an express
direction on this Voting Form (which excludes a ‘Proxy Discretion’).

SIGNING INSTRUCTIONS FOR VOTING FORMS

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

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

Power of Attorney
If this Voting 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 Voting Form is signed, must
be produced to the Company with this Voting Form.

Body Corporate
This Voting 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 of the shareholders duly authorised in
writing.

Go online to vote.cm.mpms.mufg.com/ATM to vote or turn over to complete the Postal Vote/Voting 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). My voting intention is indicated in the resolution section below.
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 online at
www.virtualmeeting.co.nz/a2MC25 and in person in The Ballroom at the JW Marriott Hotel, 22/26 Albert Street, Auckland 1010, New Zealand
at 11:00 am on Thursday 20 November 2025 (NZDT), or at any adjournment of that meeting. Unless otherwise instructed as below, my/our
proxy may vote as he/she thinks fit.
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. To authorise the Directors to fix the fees and expenses of the Company’s auditor


2. a) To re-elect Pip Greenwood as a Director


2. b) To re-elect Sandra Yu as a Director


2. c) To elect Lain Jager as a Director


2. d) To elect Grant Dempsey as a Director




3. To approve an increase in the maximum aggregate annual remuneration payable
to Non-executive Directors by NZ$310,000 from NZ$1,365,000 to NZ$1,675,000

4. To approve the grant of 324,606 performance Rights to David Bortolussi or an
associate named in the Notice of Meeting





The resolutions above are stated in brief. Please refer to The a2 Milk Company’s Notice of Meeting 2025 for the full text of the resolutions and
the explanatory notes.
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.nz@cm.mpms.mufg.com; or (2) online by going to vote.cm.mpms.mufg.com/ATM and
completing the online validation process; or (3) completing the question section below and returning it to MUFG Pension & Market Services.
Questions will need to be submitted by 11:00am on Tuesday, 18 November 2025 (NZDT).
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: