The a2 Milk Company Limited logo

FY21 Results and Annual Report

Annual Report25 August 2021ATMConsumer Staples

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019



Results for announcement to the market

Name of issuer The a2 Milk Company Limited

Reporting Period 12 months to 30 June 2021

Previous Reporting Period 12 months to 30 June 2020

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$1,206,734 (30.3%)

Total Revenue $1,206,734 (30.3%)

Net profit/(loss) from

continuing operations

$80,658 (79.2%)

Total net profit/(loss) $80,658 (79.1%)

Interim/Final Dividend

Amount per Quoted Equity

Security

The Company does not propose to pay a dividend for the year

ended 30 June 2021

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date No applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.37 $1.48

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For further information refer to the attached:

Annual Report for the year ended 30 June 2021

Full Year Results Commentary

Full Year Results Presentation


Authority for this announcement

Name of person


authorised

to make this announcement

Jaron McVicar

Contact person for this

announcement

Jaron McVicar

Contact phone number +61 2 9697 7000

Contact email address Jaron.McVicar@a2milk.com

Date of release through MAP


26/08/2021


Audited financial statements accompany this announcement.

---

NZX Code: ATM
ASX Code: A2M


The a2 Milk Company Limited

www.thea2milkcompany.com


26 August 2021

NZX/ASX Market Release

Challenging year impacted by COVID-19

Channel inventory dynamics improving and growth strategy review underway


The a2 Milk Company experienced a very challenging year in FY21 impacted by unprecedented levels of uncertainty and

volatility due to the prolonged impact of COVID-19 and a rapidly changing China infant nutrition market. Over the past year

China market growth has reduced significantly from globally high rates to be flat, and cross-border trade has been disrupted

significantly which has had a profound impact on the Company’s results.

While certain areas of the business performed well, with market share gains in China label infant nutrition and Australian fresh

milk, the Company was impacted by a significant decline in cross-border English label infant nutrition and other nutritional

sales through daigou/reseller and e-commerce channels. This created substantial demand and supply volatility, which caused

material excess inventory issues that exacerbated the impact.

In response to the dramatic change in circumstances, the Company took significant action, particularly from 4Q21, to address

excess inventory issues, rebuild the management team, increase brand investment to drive demand, commence a review of its

growth strategy and review options to deploy available capital. These actions have put the Company in a far better position

now than it would have been otherwise to navigate the challenges ahead and enable it to return to growth in the medium-

term.

The Board and management are confident in the underlying fundamentals of the business and that the growth opportunity in

core markets remains strong. Coupled with opportunities for product innovation, category expansion and new markets, and

supported by a healthy brand and strong balance sheet, the long-term outlook is positive. However, the outlook for FY22

remains challenging and uncertain and it will take time to recover.

Key points in relation to the Company’s full year results are summarised below with more detailed analysis and commentary

following in the release.

Key points

1


• Revenue and EBITDA

2

margin was within the guidance range provided in May

- Revenue down 30.3% to $1.21 billion

- Earnings before interest tax depreciation and amortisation (EBITDA) down 77.6% to $123 million inclusive of $109

million in stock write-downs and $10 million in Mataura Valley Milk (MVM) acquisition costs

- EBITDA to sales margin of 10.2% or 11.1% excluding MVM acquisition costs

• Net profit after tax down 79.1% to $80.7 million (including discontinued operations)

• Actions taken from 4Q21 to address excess inventory are proving effective with channel inventory levels reducing,

product freshness improving and market pricing increasing – rebalancing of channel inventory is expected to continue

through 1Q22

• Executive Leadership Team appointments and Asia Pacific division reorganisation to build capability and provide more

dedicated management focus completed

• Brand health metrics remain strong overall with some improvements in recent tracking research following a significant

4Q21 marketing campaign in China

• MVM acquisition and strategic partnership with China Animal Husbandry Group completed in July


1

All figures are in New Zealand Dollars (NZ$) and based on continuing operations of the Group, unless otherwise stated.

2

Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company believes that it assists in providing

investors with a comprehensive understanding of the underlying performance of the business. A reconciliation of EBITDA to net profit after tax is shown at

the end of this document.



2

• Growth strategy review underway to respond to rapidly changing China market dynamics – update to be provided at the

investor strategy day in October

• The Board has carefully considered capital management initiatives and has decided not to return capital to shareholders

at this point in time, preferring instead to preserve balance sheet strength having regard to market volatility and

potential opportunities to reinvest in growth and supply chain

Group financial performance

3,4,5


The a2 Milk Company experienced a challenging year with revenue for the Group declining 30.3% to $1.21 billion which was

within the guidance range provided in May. As stated in the Company’s announcement on 10 May 2021, a2MC’s performance

was impacted by unprecedented levels of uncertainty and volatility due to COVID-19, challenges experienced in the English

label infant nutrition channels, and the actions then required in the second half to rebalance channel inventory.

Gross margin percentage

6

decreased to 42.3%. This was significantly lower than the prior year primarily due to recognising

stock write-downs of $108.6 million. Gross margin was also impacted by higher cost of goods sold driven by an increase in raw

milk prices, lower volumes and adverse mix driven by a higher proportion of liquid milk to infant nutrition sales and a relative

increase in China label sales as a proportion of overall infant nutrition sales. Foreign currency movements also negatively

impacted gross margin, particularly in 2H21. Excluding the stock write-downs, the full year gross margin was 51.3%.

EBITDA decreased by 77.6% during the period to $123.4 million ($133.8 million excluding MVM acquisition costs). This

reflected lower revenue and gross margins, one-off costs of $9.7 million associated with the implementation of a new cloud-

based enterprise resource planning (ERP) system, and $10.4 million of MVM acquisition costs. This was partially offset by lower

employee incentive payments, lower consulting costs and a reduction in discretionary costs, whilst continuing to invest in

brand marketing and internal capability building.

This resulted in an EBITDA to sales margin of 10.2%. Excluding MVM acquisition costs, EBITDA to sales margin was within the

guidance range provided in May at 11.1%.

The effective tax rate of 32.4% was marginally higher than the prior year due to the proportional increase in USA losses (which

are not tax effected) to the overall Group profit and the MVM acquisition costs being non-deductible for tax purposes, partly

offset by a prior period adjustment. Net profit after tax was $80.7 million, a decrease of 79.1% on the prior year including

discontinued operations.

The balance sheet remains in a strong position with closing net cash of $875.2 million. Operating cash flow of $89.4 million

was significantly lower than the prior year primarily due to lower earnings combined with a marginal reduction in net working

capital. The Company also invested in the Kyvalley Dairy Group (Kyvalley) acquisition and lease-back, the Synlait capital raising

and the ERP implementation. Post year end, the Company completed the acquisition of MVM for $268.5 million.

Inventory at the end of the period was $112.2 million, reflecting the impact of the $108.6 million stock write-down which

includes associated disposal costs. As stated in the Company’s announcement on 10 May 2021, this write-down was a result of

the Board-initiated inventory review undertaken by management in 2H21, which indicated that the level of channel inventory

was higher than anticipated. The elevated inventory was a consequence of managing the uncertainties and complexities of

COVID-19 impacting supply chains, compounded by lower sales, particularly in English label infant nutrition. Actions were

taken in 4Q21 to address excess inventory which included a reduction in planned sell-in across the daigou/reseller, CBEC and

China label channels, as well as working with customers and distributors to improve the dating of inventory to improve

freshness across all labels and channels. These actions are proving to be effective with early signs of price stabilisation in the

CBEC channel and some recovery in the daigou/reseller channel. Channel inventory in CBEC and daigou/reseller channels are

now at target levels, with China label expected to reach target levels by the end of 1Q22.


China infant nutrition market dynamics

As noted in the Company’s announcement on 10 May 2021, the China infant nutrition market structure is changing rapidly. In

volume terms, the overall infant nutrition market in China decreased

7

in FY21 in volume driven by a significant reduction in the

birth rate impacting early-stage products, partially offset by increased product penetration.

Although market performance varied by channel and segment, overall, value growth was flat

8

as the impact of premiumisation

(driven primarily through consumers trading-up and new product innovation) was partially offset by increased promotional

activity resulting from heightened competitive intensity. Local players continue to gain share against the traditional

multinational brands, driven both by the strength of local brands in domestic channels, as well as an overall mix shift from

cross-border to domestic channels.


3

All figures are in New Zealand Dollars (NZ$) unless otherwise stated.

4

All comparisons are with the 12 months ended 30 June 2020 (FY20), unless otherwise stated.

5

All figures are quoted based on continuing operations of the Group, unless otherwise stated.

6

Gross margin percentage is calculated as sales less cost of goods sold, divided by sales.

7

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.

8

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.



3

The increasingly competitive environment compounded by macro factors and evolving market dynamics reiterates the

importance of the Company’s current growth strategy review.


Regional performance

1. China & Other Asia

China & Other Asia revenue of $583.4 million was down 16.6%, with EBITDA of $75.6 million, down 66.4%. Lower revenue was

primarily due to challenges experienced in the CBEC channel and a rebalancing of inventory with distributors.

The reduction in EBITDA margin was due to the higher proportion of China label sales relative to CBEC sales with the former

being a higher cost to serve channel, resulting in a lower gross margin. It also reflected the continued investment in brand and

capability. The proportion of the inventory write-down allocated to the China & Other Asia segment was $50.3 million.

Despite the disruption and challenges experienced during the year, the Company continued to record strong brand health

metrics in China overall – China label metrics improved consistently while English label metrics weakened somewhat but

improved partially in 4Q21 following the marketing campaign and other initiatives.

Infant nutrition – China label channels

Sales in a2 至初® China label infant nutrition of $389.9 million were achieved, an increase of 15.4% which was an encouraging

result in a challenging market. The growth rate relative to FY20 was reflective of the substantial uplift in the prior period due to

COVID-19 related pantry stocking, a reduction in the birth rate, and the increasing competition from domestic brands. Foreign

currency movements (stronger NZD relative to USD/RMB) also created headwinds, particularly in 2H21. The 2H21 decrease in

sales of 7.4% was also impacted by the actions taken in 4Q21 to reduce channel inventory.

As measured by Nielsen, retail sales for mother and baby stores (ie sales from stores to consumers by value) for the overall

market were up 9% for the year and up 13% for 2H21

9

. a2MC’s 12-month rolling market value share in MBS was 2.5% at the

end of June 2021, versus 2.4% at the end of December 2020 and 2.0% at the end of June 2020

8

. Distribution increased to 22.8k

stores, from 21.8k at the end of December 2020 and 18.2k stores at the end of June 2020

10

. Importantly, a2 至初® was one of

a few international brands that gained share in the year, providing a solid base to build on in the future.

As measured by Smart Path, retail sales for domestic online (“DOL”) platforms (by value) for the overall market were up 19%

for the year and up 11% for 2H21

11

. The Company’s 12-month rolling market value share in DOL was 2.0% at the end of June

2021, versus 2.0% at the end of December 2020 and 1.9% at the end of June 2020

10

.

Channel inventory was slightly higher than target levels at the end of the period and will be further reduced in 1Q22 by careful

on-going stock management. The actions taken to replace distributor inventory with fresher stock is well progressed with the

impact in store starting to be seen. It is expected that inventory freshness will improve significantly in FY22 compared to FY21.

The Company continued to invest behind the brand to drive consumer demand. For FY21, this was weighted to the second half,

including a significant marketing campaign in China in 4Q21.

The strategic importance and size of the channel, and the strong resonance the brand has with consumers, means the mother

and baby store channel remains the Company’s biggest opportunity to gain market share. A key element of the growth

strategy review is focussing on maximising this opportunity as well as gaining share in domestic online channels.

Infant nutrition – Cross-border e-commerce (CBEC)

a2 Platinum® English and other label infant nutrition revenue of $166.9 million was down 51.1%. First half sales were impacted

by pantry destocking from 2H20. In the second half, sales of $63.4 million were down 64.9% on 2H20 primarily as a result of

cycling a high comparative period and as a result of the actions taken in 2H21 to rebalance inventory within the channel.

Foreign currency movements also created headwinds for CBEC sales, which are denominated in US dollars. The second half

result also reflected limited price discounting during the “618” sales promotion event and no sales of Hong Kong label, which

has ceased due to COVID-19 restrictions.

As measured by Smart Path, retail sales (by value) for the overall CBEC market were up 3% for the year and down 5% for

2H21

12

. The Company’s 12-month rolling market value share in CBEC was marginally down at 21.1% at the end of June, versus

22.2% at the end of December 2020 and 21.7% at the end of June 2020

11

. This performance reflected actions taken in 2H21 as

referenced above, as well as a significant amount of cross selling and reselling from the daigou/reseller and retail channels.

These dynamics may continue to put pressure on a2MC’s short-term CBEC market share, as measured by Smart Path.


9

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20.

10

a2MC internal data tracking of stores with active sales in the past 6 months. Restated store numbers for December 2020 and June 2020 reflecting enhanced

data capture and updated internal tracking methodology.

11

Smart Path China IMF online market tracking: domestic online platform sales (by value). FY21 versus FY20 and 2H21 versus 2H20.

12

Smart Path China IMF online market tracking: for CBEC only retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20. (Prior periods restated for

updated data.)



4




2. ANZ

Revenue in the ANZ segment was impacted by the infant and other nutrition challenges experienced in the daigou/reseller and

retail channels but was partly offset by strong performance in liquid milk in Australia. ANZ segment revenue of $559.7 million

was down 42.0%, with EBITDA of $148.8 million, down 68.0%. ANZ segment revenue of $242.5 million for 2H21 was down

52.0%, with EBITDA of $31.4 million for 2H21, down 86.8% primarily due to the actions taken in 4Q21 to rebalance the

daigou/reseller channel partly offset by growth in Australian fresh milk.

Infant nutrition – daigou/resellers and retail

Infant nutrition revenue in ANZ decreased by 52.1% to $357.0 million for the year. This significant decrease was due mainly to

prolonged impacts emanating from COVID-19 volatility.

In July and August 2020, the business was impacted by the unwinding of pantry loading that had occurred in early 2020 due to

COVID-19, initially impacting retail daigou sales. At the end of September, it was evident that daigou/reseller customers were

also being impacted by COVID-19 related restrictions. Measures were taken to address the prevailing situation and there were

initial signs of improvement. However, there was further impact to CBEC sales later in 2Q21 which had a flow on impact on

demand, reflecting the interrelationship between the daigou/reseller and CBEC channels. Actions taken in 3Q21 and in April to

address the challenges in the daigou/reseller and CBEC channels had limited impact. Following a Board-initiated

comprehensive review by management of inventory in the trade in 2H21, it was clear that the level of channel inventory was

higher than had been anticipated and there were difficulties with channel inventory visibility and demand and supply planning.

A number of initiatives were put in place to address this decline in performance and, importantly to put the business on a

firmer footing. These included:

• Incurring a significant stock write-down to reduce excess and ageing inventory

• Swapping out older distributor inventory with more recent stock to improve on-shelf product freshness

• Reducing channel inventory levels by restricting sales in 4Q21 to stabilise pricing and improve inventory flow

• Increasing wholesale prices to rebalance pricing across channels and mitigate margin loss due to higher cost of goods

sold pressures

The initial results of these actions have been encouraging with product freshness and market pricing starting to improve.

English label product freshness is expected to improve significantly in FY22 compared with FY21. Although market pricing is

improving, CY21 English label inventory remaining in the market and being sold by certain wholesale traders and online players

is depressing visible pricing in the market. The amount of this inventory remaining in the market is difficult to quantify, but it is

expected that it will have largely cleared by the end of the “11/11” peak trading period.

Notwithstanding these actions, the Company estimates it lost market share in the daigou channel during the year, particularly

in Stage 1 infant nutrition. Kantar data has recently been expanded and a more representative consumer age range now being

captured

13

. Whilst there are still some inherent limitations for measuring the Company’s performance using Kantar data, it

remains the only single source for tracking daigou consumer sales. Kantar data suggests daigou consumer sales in the market

were down 42% for FY21 and down 35% for 2H21

14

and that a2MC’s daigou share declined but less dramatically to 22% at the

end of June 2021 compared to 24% at the end of June 2020

12

.

Given the role of the daigou/reseller channel, including in new user recruitment in an increasingly competitive market, some

continued pressure on consumer demand is expected. A key focus is working with distribution partners to increase distribution

and new user activation, as well as optimising CBEC execution. In addition, a key element of the Company’s growth strategy

review is considering the route-to-market and management model of English label infant nutrition.

Liquid milk

Australian fresh milk revenue increased by 10.8% to $169.0 million. The business also achieved a record market value share of

12.2% at the end of June 2021

15

, primarily driven by increased levels of in-home consumption during 1H21 lockdowns

associated with COVID-19. Growth moderated in 2H21 to 5.5% as restrictions eased and a greater amount of out-of-home

consumption was experienced prior to recent lockdowns in Australia. During the year the Company acquired the

manufacturing facilities of Kyvalley. The purchase and upgrade of Kyvalley is a strategic investment to ensure quality of

products and processing capacity.

Other nutritional products


13

Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.

14

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.

15

IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.



5

The disruption experienced in the daigou/reseller channel also impacted all products in this segment with revenue decreasing

50.5% to $33.7 million. As with infant nutrition products, the Company is examining the product and channel approach as part

of the growth strategy review to drive demand and ensure other opportunities are explored to maximise the full potential of

the segment.

3. North America


USA revenue decreased 3.7% to $63.6 million. An improved EBITDA result was delivered, with a significantly reduced loss of

$33.5 million, representing a $17.0 million improvement on FY20. USA segment revenue of $29.4 million for 2H21 was down

22.8%, with an EBITDA loss of $21.9 million for 2H21 representing a $1.4 million improvement compared to 2H20.

FY21 represented a shift in execution approach for the USA business with lower marketing investment and increased price

investment to improve conversion and household penetration. The business leveraged trade investment to bring price to an

affordable premium as well as increasing range, facings and improving overall shelf positioning. This resulted in a significant

percentage of key accounts increasing product facings and improving shelf position which is expected to benefit the business

over time.

The decline in FY21 revenue reflects higher planned trade spend in line with the businesses revised pricing strategy, the loss of

certain regions of a major club channel customer, and unfavourable foreign exchange, with each of these factors more heavily

weighted to 2H21. Additionally, the US business benefited from a lift in in-home consumption related to COVID-19 lockdowns

during 2H20, presenting a more challenging 2H21 comparative. On a constant currency basis, net revenue increased 5.5% to

$69.7 million during the year. Underlying volume growth for the year was 13%, or 26% excluding the major club channel

customer. The improved EBITDA loss in FY21 reflected a substantial reduction in marketing investment associated with the

above noted shift in execution, along with the positive benefits of currency exchange on business expenditure.

Average velocities grew within key accounts and distribution grew to 26.8k stores, from 24.0k stores at the end of June 2020

16

.

In 2H21

17

, a2 Milk™ grew ahead of the premium liquid milk category and was the strongest performing premium brand over

the period.

While marketing investment in FY21 was lower than the prior year, key marketing and public relations activities continued

which resulted in driving improvements in brand health metrics, with prompted awareness demonstrating a significant

increase. Additionally, the a2 Milk™ brand was one of the top two leading brands in the category for brand loyalty.

The USA is an important market, and the Company continues to evaluate product, distribution and supply chain opportunities

to increase the scale and profitability of the business.

In Canada, products were first launched in July 2020, initially focusing on Western Canada with subsequent distribution

expansion. The Company continues to work closely with Agrifoods, leveraging the Company’s intellectual property and

marketing assets as well as proprietary systems and know-how relating to local milk sourcing and processing.


Completion of acquisition of Mataura Valley Milk

On 30 July 2021, the Company completed the acquisition of a 75% interest in Mataura Valley Milk (MVM), a dairy nutrition

business located in Southland, New Zealand, in partnership with China Animal Husbandry Group.

The strategic intent of the acquisition remains intact. The acquisition provides the opportunity to participate in nutritional

products manufacturing and the potential to pursue additional China label registrations and product innovation opportunities

in the future. It strengthens relationships with key strategic partners in China, achieves supplier and geographic diversification,

and over time will offer access to insourced manufacturing margins.

It had previously been expected that post acquisition, MVM would process additional third-party volumes which is now

uncertain in terms of execution and timing. In addition, a2MC has now revised down its volume assumptions for product to be

transferred to MVM during the transitional period (FY22-24). Consequently, MVM is exploring further business development

opportunities and will seek to work with additional third parties to improve the financial performance of MVM during the

transitional period. The Company still expects MVM will return a positive EBITDA during FY25. Additional financial details for

FY22 are provided in the outlook section.



16

Updated prior year comparison due to expanded data set now being supplied.

17

Based on data available to 15 May 2021.



6

Growth strategy review

Whilst the actions taken have undoubtedly given the business a stronger platform going forward, the dynamic and challenging

market conditions over the past year have highlighted the need to review and adapt elements of the Company’s long-term

strategy and execution going forward.

The Company recognises that the China infant nutrition market structure is changing rapidly. While consumers still have a

strong preference for premium infant nutrition, market growth is being impacted by a more pronounced reduction in the birth

rate. In addition, the shift towards China label infant nutrition continues, the rate of new product innovation has ramped up,

channels to market are changing and competitive intensity is increasing, with domestic players continuing to gain market

share.

It is also clear that the daigou/reseller channel has been impacted by COVID-19, regulatory and other structural factors. Whilst

the daigou/reseller channel will continue to play an important role, the Company needs to further evolve its routes to market

and brand marketing programmes in parallel in order to adjust to the changing environment in which it operates.

Accordingly, the Company recognises the need to change its approach in light of the significant market changes and a

comprehensive process to review its growth strategy is underway. The scope of this review includes the Company’s approach

to driving infant nutrition growth in both China label and English label channels; its infant nutrition product portfolio and

innovation strategy; adjacent growth opportunities; and its brand positioning to ensure continued resonance and

distinctiveness amongst an evolving consumer base.

An update on this review will be provided at an investor strategy day currently scheduled for late October.


Capital management

The Company’s balance sheet remains strong. Despite the current challenges being faced, the Board is confident in the

strength of the brand, the underlying fundamentals of the business, and the Company’s long-term growth potential.

Capital planning is an ongoing activity of the Board, guided by the Company’s strategy and capital allocation framework. This

framework prioritises investment in growth initiatives ahead of returning capital to shareholders.

The current capital planning process is considering how to maximise the value of the Company’s strong capital position in line

with its growth strategy. This includes further investment to strengthen the business as well as potential acquisitions to

complement existing operations. The Board also considers it prudent to maintain a conservative cash reserve in uncertain

times. This is particularly relevant in the context of volatile consumer markets, which continue to be impacted by COVID-19.

Several mechanisms are available to the Company when considering the return of excess capital to shareholders. The

effectiveness of these options is impacted by the Group’s ownership structure and taxation profile, which are relevant factors

when considering how best to utilise the Group’s capital. For any potential on-market share buyback, consideration would

need to be given to the Company’s available subscribed capital, which at end of FY21 was in the order of NZ$175 million.

Notwithstanding the above considerations, the Board is currently of the view that there is greater opportunity to create value

by investing in the business and through potential acquisition than by returning capital to shareholders either via a buyback or

by introducing a dividend at this stage in the Company’s development. Capital management options will continue to be an

important consideration in the broader capital planning process and will continue to be reviewed by the Board on an ongoing

basis.



7

Significant progress in sustainability

In FY20, the Company identified a number of focus areas to enhance its efforts to become a more sustainable business for the

future. In FY21, significant progress was made in several focus areas including enhancing its approach to animal welfare and its

farm environmental plans; continuing to invest, engage and support local communities; as well as advancing several initiatives

under its people strategy, responsible sourcing and ethical supply chain.

The Company is committed to investing in tangible climate-related programmes that will create a positive impact on the

planet. In FY21 funding was redeployed to advance and support critical research and projects in the supply chain as follows:

• Progressed a research project to assess the potential of asparagopsis in reducing methane produced by A2/A2 cows

• Contributed to Synlait’s conversion of its current coal boiler to biomass fuel

• Committed to converting or replacing MVM’s coal boiler in the future

• Installed solar panels at the Smeaton Grange milk processing plant and commenced an energy audit of the site

Further information on the Company’s sustainability goals and strategy will be provided at the upcoming investor strategy day

in late October.


Executive leadership team and reorganisation

In July 2021 the Company announced it would reorganise its Asia Pacific division. The objectives of this reorganisation are to

provide greater leadership and focus on key components of the business, enable holistic management of the English label

business, and improve execution going forward.

This reorganisation resulted in two of the Company’s existing leaders, Xiao Li, Chief Executive – Greater China, and Kevin Bush,

Executive General Manager – ANZ, being promoted to be direct reports to the CEO, demonstrating the depth of talent within

the Company, and are both now on the Executive Leadership Team.

Yohan Senaratne was appointed Executive General Manager – International and commenced with the Company in July. Yohan

is responsible for leading the Company’s cross-border export business, primarily focused on English label infant nutrition

products.

The Company also recently appointed Edith Bailey as its new Chief Marketing Officer. Edith will be responsible for managing

the strategic and creative direction of the a2™ brand and driving product innovation going forward. Edith will commence in

December 2021.

Amanda Hart was also recently appointed as Chief People & Culture Officer in July and will commence her role in September

2021. Amanda will be responsible for driving the people strategy and executing integrated programmes to develop internal

capability and evolve the Company’s culture.

Following the completion of the MVM acquisition, Bernard May has joined a2MC’s Executive Leadership Team as Chief

Executive Officer – MVM.

During the year Eleanor Khor was promoted to the role of Chief Strategy Officer, and Jaron McVicar’s role was expanded to

Chief Legal & Sustainability Officer and Company Secretary.



8

Outlook

The Company is confident in the underlying fundamentals of the business and that the growth opportunity in core markets

remains significant. Coupled with opportunities for product innovation, category expansion and new markets, and supported

by a healthy brand and strong balance sheet, the long-term outlook is positive.

However, given the continuing uncertainty and volatility in a2MC’s consumer markets resulting from issues related to COVID-

19 and other rapidly changing market dynamics, particularly in China, the Company has determined not to provide specific

guidance regarding anticipated Group revenue or EBITDA margin at this time. Rather, it is providing current observations on

key drivers and important issues that may impact its FY22 results.

These observations are based on what the Company is currently aware of, and facts and circumstances may change materially

in the future. Accordingly, actual results may vary materially from that indicated by the qualitative outlook provided below.

The outlook also assumes no material changes in macro factors such as cross border trade, changes in the regulatory

environment and foreign exchange, and that COVID-19 related impacts continue at broadly current levels.

China infant nutrition market

China’s infant nutrition market is being materially impacted by a lower birth rate, especially recently due to COVID-19 and

related vaccination programmes causing many people to delay pregnancy. While it is expected that this short-term impact will

be cyclical in nature, at this stage it is not possible to accurately predict the extent or timing of the impact or recovery over the

medium-term. In the longer-term, it is expected that Government initiatives to address the declining birth rate will have a

positive and stabilising impact. The prospect of other potential regulatory impacts on the category, whether they be positive or

negative in nature, is unknown and inherently difficult to predict.

In FY22, the Company expects the value of the overall infant nutrition market to decrease due to the lower number of births

(during the year, and also as a result of the year prior), an increase in competitive intensity and promotional activity impacting

average pricing, partially offset by a continuation of the usage penetration and premiumisation trend.

Based on current market trends, the ultra-premium segment (where the Company’s China label product competes) is expected

to perform at or above market, and the premium segment is expected to perform at or below market.

The impact of these market dynamics is expected to be felt most in early-stage products, and in Key and A cities where the

birth rate reduction is higher than in BCD cities. Market share gains by domestic brands compared to international brands are

expected to continue.

Category and business divisions

In China label infant nutrition, the Company is expecting to grow sales in FY22, as well as gain moderate share, albeit in a

weaker market overall. The focus is on acquiring new users and expanding distribution. Inventory levels are reducing, and

product freshness is improving. In 1Q22, the Company is continuing to reduce distributor inventory levels which will impact

sales. This is expected to result in a stronger 2H22 compared to 1H22.

In English label infant nutrition, with the category under pressure and the challenges experienced by a2MC in FY21, the

Company is targeting sales stabilisation in FY22 but a wide range of outcomes is possible. The COVID-19 impacts on the

daigou/reseller channel and associated impact on CBEC for English label products are expected to be prolonged. The Company

is adapting its strategy and execution to stabilise its English label business and return to growth over time.

Further incremental sales growth is expected in Australian liquid milk in FY22. In 1H22, the current COVID-19 restrictions in

Australia are likely to support volumes. However, these restrictions are expected to ease in 2H22, with potential volume

declines as more out-of-home consumption resumes. Input costs are also higher compared to FY21 partially offset by pricing.

Strong underlying growth in key accounts is expected in USA liquid milk in FY22. In-home consumption is expected to remain

at similar levels. However, with the loss of certain regions of a major club channel customer due to private label substitution,

modest sales growth overall is expected. The higher trade spend in FY21 to reduce retail price points and improve distribution

will be rolled back during the year in line with plan with some volume risk. Overall, a marginal improvement in USD losses is

expected.

FY22 will be the first time MVM is included in a2MC’s financial reporting. As such, the following information regarding MVM is

provided to assist the market with revenue and earnings expectations. Based on revised volume assumptions, it is now

expected that in FY22 MVM will deliver approximately $80 million in revenue (excluding intercompany revenue) and an EBITDA

loss of approximately $20 million for the 11 months post-completion. On an annualised basis the EBITDA loss would be

approximately $4 million greater due to July being a seasonally low period. Prior to any further investment in a blending and

canning facility and associated infrastructure, it is expected that depreciation and amortisation during the transitional period

will be approximately $14 million, subject to finalisation of acquisition accounting. MVM will be fully consolidated into a2MCs

accounts going forward on a 100% basis with the non-controlling interest deducted from the Group’s net profit after tax. The



9

consolidation of MVM will affect the reported gross margin of the Group. This includes the allocation of direct overheads,

including a portion of manufacturing depreciation, to gross margin.

Marketing and capability investment

Based on the continuing strong brand fundamentals, the Company is planning for a significant increase in brand investment,

content generation and activation in FY22 to drive awareness and trial in China and to compensate for continued subdued

daigou activity which has been effective in the past in building the brand. Overall marketing investment in FY22 is anticipated

to return to approximately FY20 levels which is expected to continue to drive improved brand health metrics and future

demand. Phasing of marketing investment may be influenced by the growth strategy review underway.

The Company will also continue to invest in capability building in China and in corporate functions to support future growth. It

is also expecting a return of short-term and long-term employee incentive programmes in order to retain and attract talent.

These investments will offset the reversal of FY21 one-off costs associated with the MVM acquisition and ERP implementation.

Accordingly, together with the addition of FY22 operating costs for the MVM business, the Company is anticipating an uplift in

employee and administration costs in FY22.

Key financials

The Company is expecting 1H22 revenue (including MVM) to be marginally lower than 1H21 due mainly to lower English label

infant nutrition sales offset by the addition of MVM revenue. 2H22 revenue (including MVM) is expected to be significantly

higher than 2H21 due mainly to actions taken in 2H21 to rebalance channel inventory, increased marketing investment and the

inclusion of MVM revenue.

FY22 gross margin is expected to be broadly similar to FY21 (excluding FY21 stock write-downs and before consolidating the

MVM business in FY22). This reflects the annualisation benefit of FY21 infant nutrition price increases and the product mix

benefit from an overall growth in infant nutrition volume. These benefits will be largely offset by COGS headwinds related to

increasing milk, ingredient and packaging costs. The Company is also expecting continued adverse infant nutrition mix in FY22

with China label growing ahead of English label.

Given the uncertainty and potential volatility in infant nutrition sales, particularly English label, it is difficult to predict with any

precision the wide range of potential EBITDA outcomes in FY22 relative to FY21 excluding stock write-downs.

Additionally, with the inclusion of MVM in FY22, depreciation and amortisation for the Group is expected to increase to

approximately $20 million and, as the MVM losses will not be taken as a deduction for tax purposes, a higher effective tax

rate, in the order of 37-39%, is anticipated.

Overall, although a2MC believes the business will continue to make significant progress on many fronts, FY22 is expected to

continue to be a challenging and volatile year. Due to the actions taken in 4Q21 to address channel inventory and improve

product freshness, coupled with strong brand health, the business is well-placed to adapt its strategy and execution to drive

growth in the longer term. However, recovery in English label channels is expected to be slow and market growth in China will

be subdued for some time.






10

Quotes for media

The a2 Milk Company’s Managing Director and CEO, David Bortolussi said:

• “It was a challenging year for The a2 Milk Company but we remain confident in the long-term opportunity that the

infant nutrition market in China represents.

• “The actions taken from the fourth quarter to address excess inventory are proving effective with channel inventory

levels reducing, product freshness improving and pricing increasing.

• “Our brand health metrics remain strong overall with some improvements in our most recent tracking research

following a significant marketing campaign in China in the fourth quarter.

• “We recognise that the China market and channel structure is changing rapidly and we are undertaking a

comprehensive process to review our growth strategy and executional plans to respond to this new environment.

• “Our acquisition of a 75% interest in Mataura Valley Milk further strengthens our New Zealand presence and our

relationships with China though another important strategic partner in China Animal Husbandry Group.

• “The appointments we have made to bolster our Executive Leadership Team, alongside a reorganisation of our Asia

Pacific division, provide more dedicated management focus going forward.




Reconciliation of EBITDA to net profit after tax




Year Ended Year Ended


30-Jun-21 30-Jun-20


NZ$ 000's NZ$ 000's



Group EBITDA 123,428 549,719

Depreciation and amortisation (7,453) (4,393)

Group EBIT 115,975 545,326

Interest income

3,989

6,135

Interest expense

(699)

(389)

Income tax expense

(38,607)

(165,235)

Net profit after tax 80,658 385,837






Authorised for release by the Board of Directors


David Bortolussi

Managing Director and Chief Executive Officer

The a2 Milk Company Limited



11

For further information, please contact:


Investors / Analysts

David Akers

Group Head of Investor Relations and Sustainability

M +61 412 944 577

david.akers@a2milk.com




Rebecca Culbertson

Senior Analyst Investor Relations

M +61 400 955 295

rebecca.culbertson@a2milk.com

Media

Rick Willis

M +61 411 839 344

rick@networkfour.com.au

Media – New Zealand

Barry Akers

M +64 21 571 234

akers@senescallakers.co.nz

---

THE a2 MILK COMPANY LIMITED
21

20

ANNUAL REPORT

ARBN: 158 331 965

THE a
2 MILK COMPANY ANNUAL REPORT 2021

01

FY21 highlights 2

Our Chair 5

CEO’s year in review 8

Approach to sustainability 19

Corporate governance 38

Directors 40

Executive Leadership Team 42

Governance 44

Remuneration 48

Financial statements 54

Other information 106

CONTENTS

2
Growth has been impacted

but we are in a strong

position for recovery. We are

moving forward, focusing

on long-term goals and

striving to be better.

PRODUCT

S E G M E N T

REVENUE*

$240.5m

Liquid milk 8.3%

$913.8m

Infant nutrition

35.8%

$52.4m

Other nutrition

38.5%

REGIONAL

PERFORMANCE*

ASIA PACIFIC

15.4%

China label

infant nutrition

51.8%

English label

1

infant nutrition

10.8%

Australian milk sales

3.7%

Revenue

22.8k

Store distribution

26.8k

Store distribution

USA

G R O U P

PERFORMANCE*

$1.21bn

Revenue 30.3%

$80.7m

NPAT 79.2%

$123.4m

EBITDA 7 7. 6%

10.86c

Earnings per share

79.3%

$89.4m

Operating cash flow

$875.2m

Cash on hand

* From continuing operations

1

Includes Hong Kong and Korea label

THE a
2 MILK COMPANY ANNUAL REPORT 2021

3

4
Conventional cows’ milk

contains two main types of beta

casein protein, A2 protein and

A1 protein – our branded milk

is different from conventional

cows’ milk because it comes

from cows selected to naturally

produce only the A2 protein type

and no A1.

Our milk is comparable to conventional

cows’ milk in other respects.

Our branded milk is naturally occurring and

not a product of genetic engineering or

technological processes.

Many consumers and healthcare

professionals report that some people

who experience digestive issues drinking

conventional cows’ milk may experience

benefits when they switch to a2 Milk

TM

.

a2 Milk™ brand is much more than just

a difference between A1 and A2 protein

types. Our brand stands for a series of

wonderful qualities from where we source

our milk, the extra special care we take from

cow to consumer, and how we educate and

engage with our consumers.

Our a2 Milk

TM


difference

That’s why there is only

one a2 Milk™ from

The a2 Milk Company.

Typical cow herds produce

conventional milk

containing a mix of A1 and

A2 protein types

Our branded milk is sourced

from herds producing milk

naturally containing only the

A2 protein type and no A1

Genetic variation has resulted in mixed

herds over time

Originally all cows

produced milk

containing only the

A2 protein type

THE a
2 MILK COMPANY ANNUAL REPORT 2021

5

Dear Shareholder

There is no hiding from the fact that it has been a very

challenging year for The a2 Milk Company. We also know

that it was a challenging year for you, our shareholders, in

many ways. We have been particularly disappointed, in that

context, with our Company’s performance and the pressure

this has put on our share price over the past year.

I don’t need to explain to you that we as a Company, along

with all of us individually, have experienced an extended

period of great uncertainty and volatility, including as a

result of the COVID-19 pandemic. During this period of

volatility, the normal behaviours of both our consumers and

our trade customers changed, in some cases radically, by

their reaction to the crisis, and this has had a profound and

very challenging effect on many aspects of our business.

Across the early phase of the pandemic, and particularly

in our infant nutrition business, there were highly unusual

swings in demand as consumers tended to panic buy and

pantry load, creating a large spike in sales, followed several

months later by a gradual unwinding of these pantry stocks

as things settled down. These dramatic swings in consumer

behaviour subsequently drove equally significant changes in

the behaviour of many of our trade customers as they tried

to meet demand and also balance off their own challenges.

These swings in consumer demand were exacerbated by

real concerns over the future availability of certain key infant

nutrition ingredients, which are sourced from all over the

world. In order to make sure that we were able to meet any

further spikes in demand, in the early period of COVID-19

we chose to build our own inventory levels to ensure we

were able to meet potential demand patterns without facing

supply chain disruption. Whilst this was a rational decision to

make at the time given the prevailing uncertainty, especially

bearing in mind that we commit to production three months

in advance, the anticipated demand for these increased

orders didn’t materialise and as a result this led to increases

in our own inventory.

FROM THE CHAIR

OUR

CHAIR

“ Our Company remains at its

heart a very robust,

differentiated branded

business with exceptionally

strong financials.”

As a result of these challenges, excess inventories built

up right across our business both internally and externally

throughout our distribution channels. To address the excess

inventory levels, aggressive measures were put into place in

the fourth quarter of the fiscal year.

These challenges impacted our English label infant nutrition

business. In the first quarter of the fiscal year we were

impacted by the flow-on effect of pantry destocking

following the strong sales uplift in 3Q20 and lower than

anticipated sales to retail daigous in Australia, due to

multiple reasons including reduced tourism from China and

international student numbers. By the end of the first quarter,

we were experiencing increasing disruption to corporate

daigou/reseller customers. With the effect of the disruption

in the daigou channel, we shifted our focus to activating

the CBEC channel in a manner which complemented our

daigou business. By the end of the second quarter, it became

clear that the disruption we were experiencing in the daigou

channel was also impacting our CBEC business. Following a

Board-initiated comprehensive inventory review undertaken

by management in the second half, it became clear that the

challenges in the daigou/reseller and CBEC channels were

being exacerbated by a level of channel inventory which was

higher than anticipated. This was primarily due to difficulties

with the visibility that arises as a result of the highly complex

and multi-layered Chinese distribution systems.

David Hearn

6
In the third quarter of the fiscal year, we announced a

number of initiatives, particularly in these heavily affected

channels, to address the issues. Specifically, we deliberately

slowed down our own sales into the CBEC channel to reduce

the inventory levels; we reduced our forward orders from our

infant nutrition supplier Synlait to reduce our own internal

stock levels; and we embarked on a series of promotional

programmes designed to move product through these

channels more quickly. Whilst these initiatives had some

positive effect, we ultimately needed to take more aggressive

action to address these issues fully.

As disclosed in our 10 May 2021 update, the Board made

the difficult decision to address the inventory issues head-on

and aggressively deal with the situation in a substantive way.

This decision required significant inventory write-downs but

we believe that those decisions are in the Company’s best

interests in order to put the business on the right course

going forward.

I, along with the Board and the executive management team

are confident that the approach we have taken, while painful

in the short-term, will place the Company in a much better

position to begin to return to a growth trajectory, primarily by

continuing to build our strong brand from the solid base that

we have created over the past several years.

There is no doubt that the whole world is changing as a

result of the global pandemic and China’s infant nutrition

market is no exception. We will need to continue to develop

new and appropriate strategies to succeed in the future,

not by discarding the foundations on which we have built

past success, but by building on them and developing them

further to remain fit for purpose in this new world. It is for

this reason, and because of our confidence in the underlying

strength of the a2™ brand, that we will be continuing to

invest behind the brand through this period of rebalancing

and into the future.

We recognise that growth in the China infant nutrition

market is slowing significantly, certainly in the short-term

primarily as a result of government guidance around the risks

associated with the COVID-19 vaccine in pregnancy, and that

channel structures are evolving rapidly and a comprehensive

review of our growth strategy and executional plans to

respond to this new environment is underway. We will

provide an update to the market on the strategic review prior

to our Annual Meeting. You can be assured that your Board

and the management team are focused single-mindedly on

returning a2MC to growth and improving shareholder value.

In addition, as stated in the Company’s announcement

on 10 May 2021, the Board is actively reviewing capital

management initiatives. That review is ongoing. While the

business remains in a strong capital position, given the

continued uncertainty and volatility in the markets which we

operate, as well as opportunities to invest for growth which

we continue to investigate, the Board has decided that, at

least in the short-term, now would not be the right time to

return capital or introduce a dividend.

There are other events and developments that we are

pleased to update you on. Post year-end, we completed the

acquisition of a 75% interest in Mataura Valley Milk. There

is further work to be done to integrate this world-class

manufacturing asset into our business, and we are excited

about the opportunities it opens up for us. We are also very

excited about partnering with China Animal Husbandry

Group. This partnership deepens our relationship with, and

highlights our commitment to, China.

There has also been some change to the Board this year.

In February 2021 we announced that Jesse Wu had retired

from the Board. Jesse was an outstanding director from May

2017 and made a significant contribution to the Company’s

development not only in China but across the entire business.

We are pleased to have retained Jesse in the ongoing role of

special advisor to the Chair.

6

THE a
2 MILK COMPANY ANNUAL REPORT 2021

7

At the same time as announcing Jesse’s retirement, we

announced the appointment of Bessie Lee as an independent

non-executive director of the Company. Bessie is a leader

in the field of media and technology start-ups in China

and brings a deep understanding of the Chinese culture,

consumer behaviour and commercial environment. Bessie is

already making a valuable contribution to the Board.

From a management perspective, there have been a number

of changes to the Executive Leadership Team in the past year.

On behalf of the Board, I would like to thank Geoff Babidge

for returning to the Company in 2019 and for his leadership

during a tumultuous year. In the second half of the fiscal year,

we bid farewell to Lisa Burquest, Susan Massasso and Peter

Nathan. We wish all of them every success in the future.

Given the unprecedented levels of uncertainty and volatility

due to COVID-19 and the changes that our business has had

to make in response, this year is a particularly opportune

time to usher in a new management team and so we were

pleased in February 2021 to welcome David Bortolussi as

our new Managing Director and Chief Executive Officer.

David’s leadership and contribution has already been

immense. Alongside a complete review of all aspects of

the business, one of the many tasks David has needed to

undertake has been a rebuild of the Executive Leadership

Team. Consequently there have been a number of changes,

promotions and new appointments which the Board is

confident will set the business up strongly for the future.

David and the Executive Leadership Team are continuing

to focus on driving improved performance in the new

financial year, while also developing and progressing the

implementation of a revised longer-term growth strategy.

Finally, I want to leave you with two important thoughts.

Firstly, whilst the issues that arose in FY21 were undoubtedly

a challenge, the business remains at its heart a very robust,

differentiated branded business with exceptionally strong

financials – which is indeed why we have weathered this

period of volatility. We have built a solid foundation which

has not been jeopardised by the short-term supply/demand

imbalances and the future continues to offer many attractive

opportunities for growth and expansion.

Secondly, I recognise the serious challenges created by the

market conditions in the last year to you, our shareholders.

I understand your pain and your concerns. I regret that, after

an extended period of stellar performance, factors such as

the global pandemic impacted our performance in FY21, but

that only makes the Board and the management team all the

more determined to make back the lost ground.

I look forward to updating you at our annual shareholders’

meeting in November.

In the meantime, may I take this opportunity to wish you and

your family the best of health as the world hopefully begins

to navigate its way out of this tragic COVID-19 crisis.

Yours faithfully,


David Hearn

Chair

25 August 2021

We are confident in the

underlying strength of

the a2


brand, and will

continue to invest in the

brand through this period

of rebalancing.

8
CEO‘S YEAR IN REVIEW

“ I am delighted to have joined

The a2 Milk Company and am

excited about the strength of

the brand and our future.“

DAVID BORTOLUSSI

MANAGING DIRECTOR AND CEO

BEYOND

THINKING

THE a
2 MILK COMPANY ANNUAL REPORT 2021

9

BEYOND

CEO‘S YEAR

IN REVIEW

David Bortolussi

Challenging year impacted by COVID-19

Channel inventory dynamics improving

and growth strategy review underway

The a2 Milk Company experienced a very challenging year in

FY21 impacted by unprecedented levels of uncertainty and

volatility due to the prolonged impact of COVID-19 and a

rapidly changing China infant nutrition market. Over the past

year China market growth has reduced significantly from

globally high rates to be flat, and cross-border trade has been

disrupted significantly which has had a profound impact on

the Company’s results.

While certain areas of the business performed well, with

market share gains in China label infant nutrition and

Australian fresh milk, the Company was impacted by a

significant decline in cross-border English label infant nutrition

and other nutritional sales through daigou/reseller and

e-commerce channels. This created substantial demand and

supply volatility, which caused material excess inventory issues

that exacerbated the impact.

In response to the dramatic change in circumstances, the

Company took significant action, particularly from 4Q21, to

address excess inventory issues, rebuild the management

team, increase brand investment to drive demand, commence

a review of its growth strategy and review options to deploy

available capital. These actions have put the Company in a

far better position now than it would have been otherwise

to navigate the challenges ahead and enable it to return to

growth in the medium-term.

The Board and management are confident in the underlying

fundamentals of the business and that the growth

opportunity in core markets remains strong. Coupled with

opportunities for product innovation, category expansion and

new markets, and supported by a healthy brand and strong

balance sheet, the long-term outlook is positive. However, the

outlook for FY22 remains challenging and uncertain and it

will take time to recover.

CEO‘S YEAR IN REVIEW
10

Group financial performance

3,4,5

The a2 Milk Company experienced a challenging year with

revenue for the Group declining 30.3% to $1.21 billion

which was within the guidance range provided in May. As

stated in the Company’s announcement on 10 May 2021,

a2MC’s performance was impacted by unprecedented levels

of uncertainty and volatility due to COVID-19, challenges

experienced in the English label infant nutrition channels,

and the actions then required in the second half to rebalance

channel inventory.

Gross margin percentage

6

decreased to 42.3%. This

was significantly lower than the prior year primarily due

to recognising stock write-downs of $10 8.6 million. Gross

margin was also impacted by higher cost of goods sold

driven by an increase in raw milk prices, lower volumes and

adverse mix driven by a higher proportion of liquid milk to

infant nutrition sales and a relative increase in China label

sales as a proportion of overall infant nutrition sales. Foreign

currency movements also negatively impacted gross margin,

particularly in 2H21. Excluding the stock write-downs, the

full year gross margin was 51.3%.

3 All figures are in New Zealand Dollars (NZ$) unless otherwise stated.

4 All comparisons are with the 12 months ended 30 June 2020 (FY20),

unless otherwise stated.

5 All figures are quoted based on continuing operations of the Group,

unless otherwise stated.

6 Gross margin percentage is calculated as sales less cost of goods sold,

divided by sales.

Key points

1

—Revenue and EBITDA

2

margin was within the

guidance range provided in May

—Revenue down 30.3% to $1.21 billion

—Earnings before interest tax depreciation

and amortisation (EBITDA) down 77.6% to

$123 million inclusive of $109 million in stock

write-downs and $10 million in Mataura Valley

Milk (MVM) acquisition costs

—EBITDA to sales margin of 10.2% or 11.1%

excluding MVM acquisition costs

—Net profit after tax down 79.1% to $80.7 million

(including discontinued operations)

—Actions taken from 4Q21 to address excess inventory

are proving effective with channel inventory levels

reducing, product freshness improving and market

pricing increasing – rebalancing of channel inventory

is expected to continue through 1Q22

—Executive Leadership Team appointments and Asia

Pacific division reorganisation to build capability

and provide more dedicated management focus

completed

—Brand health metrics remain strong overall with

some improvements in recent tracking research

following a significant 4Q21 marketing campaign in

China

—MVM acquisition and strategic partnership with

China Animal Husbandry Group completed in July

—Growth strategy review underway to respond to

rapidly changing China market dynamics – update to

be provided at the investor strategy day in October

—The Board has carefully considered capital

management initiatives and has decided not to

return capital to shareholders at this point in time,

preferring instead to preserve balance sheet strength

having regard to market volatility and potential

opportunities to reinvest in growth and supply chain

1 All figures are in New Zealand Dollars (NZ$) and based on

continuing operations of the Group, unless otherwise stated.

2 Earnings before interest, tax, depreciation and amortisation

(EBITDA) is a non-GAAP measure. However, the Company

believes that it assists in providing investors with a

comprehensive understanding of the underlying performance of

the business. A reconciliation of EBITDA to net profit after tax is

shown at the end of this document.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

11

“ Our consumers as well as our

employees have been impacted

by the pandemic and our

biggest concern has been the

safety and well being of both

ensuring our consumers are

able to access the freshest,

premium products and our

employees are supported

during this crisis.”

EBITDA decreased by 77.6% during the period to

$123.4 million ($133.8 million excluding MVM acquisition

costs). This reflected lower revenue and gross margins, one-

off costs of $9.7 million associated with the implementation

of a new cloud-based enterprise resource planning (ERP)

system, and $10.4 million of MVM acquisition costs. This

was partially offset by lower employee incentive payments,

lower consulting costs and a reduction in discretionary costs,

whilst continuing to invest in brand marketing and internal

capability building.

This resulted in an EBITDA to sales margin of 10.2%.

Excluding MVM acquisition costs, EBITDA to sales margin was

within the guidance range provided in May at 11.1%.

The effective tax rate of 32.4% was marginally higher than

the prior year due to the proportional increase in USA losses

(which are not tax effected) to the overall Group profit and

the MVM acquisition costs being non-deductible for tax

purposes, partly offset by a prior period adjustment. Net

profit after tax was $80.7 million, a decrease of 79.1%

on the prior year including discontinued operations.

The balance sheet remains in a strong position with

closing net cash of $875.2 million. Operating cash flow

of $89.4 million was significantly lower than the prior year

primarily due to lower earnings combined with a marginal

reduction in net working capital. The Company also invested

in the Kyvalley Dairy Group (Kyvalley) acquisition and lease-

back, the Synlait capital raising and the ERP implementation.

Post year end, the Company completed the acquisition of

MVM for $268.5 million.

Inventory at the end of the period was $112.2 million,

reflecting the impact of the $108.6 million stock write-down

which includes associated disposal costs. As stated in the

Company’s announcement on 10 May 2021, this write-

down was a result of the Board-initiated inventory review

undertaken by management in 2H21, which indicated that

the level of channel inventory was higher than anticipated.

The elevated inventory was a consequence of managing the

uncertainties and complexities of COVID-19 impacting supply

chains, compounded by lower sales, particularly in English

label infant nutrition. Actions were taken in 4Q21 to address

excess inventory which included a reduction in planned sell-in

across the daigou/reseller, CBEC and China label channels, as

well as working with customers and distributors to improve

the dating of inventory to improve freshness across all labels

and channels. These actions are proving to be effective

with early signs of price stabilisation in the CBEC channel

and some recovery in the daigou/reseller channel. Channel

inventory in CBEC and daigou/reseller channels are now at

target levels, with China label expected to reach target levels

by the end of 1Q22.

CEO‘S YEAR IN REVIEW
12

China infant nutrition market dynamics

As noted in the Company’s announcement on 10 May 2021,

the China infant nutrition market structure is changing rapidly.

In volume terms, the overall infant nutrition market in China

decreased

7

in FY21 in volume driven by a significant reduction

in the birth rate impacting early-stage products, partially offset

by increased product penetration.

Although market performance varied by channel and

segment, overall, value growth was flat

8

as the impact of

premiumisation (driven primarily through consumers trading-

up and new product innovation) was partially offset by

increased promotional activity resulting from heightened

competitive intensity. Local players continue to gain share

against the traditional multinational brands, driven both by the

strength of local brands in domestic channels, as well as an

overall mix shift from cross-border to domestic channels.

The increasingly competitive environment compounded by

macro factors and evolving market dynamics reiterates the

importance of the Company’s current growth strategy review.

Regional performance

1. China & Other Asia

China & Other Asia revenue of $583.4 million was down

16.6%, with EBITDA of $75.6 million, down 66.4%. Lower

revenue was primarily due to challenges experienced in the

CBEC channel and a rebalancing of inventory with distributors.

The reduction in EBITDA margin was due to the higher

proportion of China label sales relative to CBEC sales with

the former being a higher cost to serve channel, resulting in a

lower gross margin. It also reflected the continued investment

in brand and capability. The proportion of the inventory

write-down allocated to the China & Other Asia segment was

$50.3 million.

Despite the disruption and challenges experienced during

the year, the Company continued to record strong brand

health metrics in China overall – China label metrics improved

consistently while English label metrics weakened somewhat

but improved partially in 4Q21 following the marketing

campaign and other initiatives.

Infant nutrition – China label channels

Sales in a2

至初

®

China label infant nutrition of $389.9 million

were achieved, an increase of 15.4% which was an

encouraging result in a challenging market. The growth rate

relative to FY20 was reflective of the substantial uplift in

the prior period due to COVID-19 related pantry stocking, a

reduction in the birth rate, and the increasing competition

from domestic brands. Foreign currency movements

(stronger NZD relative to USD/RMB) also created headwinds,

particularly in 2H21. The 2H21 decrease in sales of 7.4%

was also impacted by the actions taken in 4Q21 to reduce

channel inventory.

7 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market

tracking (Key&A + BCD cities) for the 52 weeks ending 18 June 2021.

8 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market

tracking (Key&A + BCD cities) for the 52 weeks ending 18 June 2021.

As measured by Nielsen, retail sales for mother and baby

stores (ie sales from stores to consumers by value) for the

overall market were up 9% for the year and up 13% for

2H21

9

. a2MC’s 12-month rolling market value share in MBS

was 2.5% at the end of June 2021, versus 2.4% at the end

of December 2020 and 2.0% at the end of June 2020

8

.

Distribution increased to 22.8k stores, from 21.8k at the

end of December 2020 and 18.2k stores at the end of June

2020

10

. Importantly, a2 至初

®

was one of a few international

brands that gained share in the year, providing a solid base to

build on in the future.

As measured by Smart Path, retail sales for domestic online

(“DOL”) platforms (by value) for the overall market were up

19% for the year and up 11% for 2H21

11

. The Company’s

12-month rolling market value share in DOL was 2.0% at the

end of June 2021, versus 2.0% at the end of December 2020

and 1.9% at the end of June 2020

10

.

Channel inventory was slightly higher than target levels at

the end of the period and will be further reduced in 1Q22

by careful on-going stock management. The actions taken

to replace distributor inventory with fresher stock is well

progressed with the impact in store starting to be seen. It is

expected that inventory freshness will improve significantly in

FY22 compared to FY21.

The Company continued to invest behind the brand to drive

consumer demand. For FY21, this was weighted to the

second half, including a significant marketing campaign in

China in 4Q21.

The strategic importance and size of the channel, and the

strong resonance the brand has with consumers, means

the mother and baby store channel remains the Company’s

biggest opportunity to gain market share. A key element

of the growth strategy review is focussing on maximising

this opportunity as well as gaining share in domestic

online channels.

9 Nielsen MBS retail measurement service: mother and baby stores only

retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20.

10 a2MC internal data tracking of stores with active sales in the past 6

months. Restated store numbers for December 2020 and June 2020

reflecting enhanced data capture and updated internal tracking

methodology.

11 Smart Path China IMF online market tracking: domestic online platform

sales (by value). FY21 versus FY20 and 2H21 versus 2H20.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

13

Infant nutrition – Cross-border e-commerce (CBEC)

a2 Platinum

®

English and other label infant nutrition revenue

of $166.9 million was down 51.1%. First half sales were

impacted by pantry destocking from 2H20. In the second half,

sales of $63.4 million were down 64.9% on 2H20 primarily as

a result of cycling a high comparative period and as a result of

the actions taken in 2H21 to rebalance inventory within the

channel. Foreign currency movements also created headwinds

for CBEC sales, which are denominated in US dollars. The

second half result also reflected limited price discounting

during the “618” sales promotion event and no sales of Hong

Kong label, which has ceased due to COVID-19 restrictions.

As measured by Smart Path, retail sales (by value) for the

overall CBEC market were up 3% for the year and down 5%

for 2H21

12

. The Company’s 12-month rolling market value

share in CBEC was marginally down at 21.1% at the end of

June, versus 22.2% at the end of December 2020 and 21.7%

at the end of June 2020

11

. This performance reflected actions

taken in 2H21 as referenced above, as well as a significant

amount of cross selling and reselling from the daigou/

reseller and retail channels. These dynamics may continue to

put pressure on a2MC’s short-term CBEC market share, as

measured by Smart Path.

2. ANZ

Revenue in the ANZ segment was impacted by the infant

and other nutrition challenges experienced in the daigou/

reseller and retail channels but was partly offset by strong

performance in liquid milk in Australia. ANZ segment

revenue of $559.7 million was down 42.0%, with EBITDA

of $148.8 million, down 68.0%. ANZ segment revenue of

$242.5 million for 2H21 was down 52.0%, with EBITDA

of $31.4 million for 2H21, down 86.8% primarily due to

the actions taken in 4Q21 to rebalance the daigou/reseller

channel partly offset by growth in Australian fresh milk.

Infant nutrition – daigou/resellers and retail

Infant nutrition revenue in ANZ decreased by 52.1%

to $357.0 million for the year. This significant decrease

was due mainly to prolonged impacts emanating from

COVID-19 volatility.

12 Smart Path China IMF online market tracking: for CBEC only retail sales

(by value). FY21 versus FY20 and 2H21 versus 2H20. (Prior periods

restated for updated data.)

In July and August 2020, the business was impacted by the

unwinding of pantry loading that had occurred in early 2020

due to COVID-19, initially impacting retail daigou sales. At

the end of September, it was evident that daigou/reseller

customers were also being impacted by COVID-19 related

restrictions. Measures were taken to address the prevailing

situation and there were initial signs of improvement. However,

there was further impact to CBEC sales later in 2Q21 which had

a flow on impact on demand, reflecting the interrelationship

between the daigou/reseller and CBEC channels. Actions taken

in 3Q21 and in April to address the challenges in the daigou/

reseller and CBEC channels had limited impact. Following

a Board-initiated comprehensive review by management of

inventory in the trade in 2H21, it was clear that the level of

channel inventory was higher than had been anticipated and

there were difficulties with channel inventory visibility and

demand and supply planning.

A number of initiatives were put in place to address this decline

in performance and, importantly to put the business on a

firmer footing. These included:

—Incurring a significant stock write-down to reduce excess

and ageing inventory

—Swapping out older distributor inventory with more recent

stock to improve on-shelf product freshness

—Reducing channel inventory levels by restricting sales in

4Q21 to stabilise pricing and improve inventory flow

—Increasing wholesale prices to rebalance pricing across

channels and mitigate margin loss due to higher cost of

goods sold pressures

The initial results of these actions have been encouraging with

product freshness and market pricing starting to improve.

English label product freshness is expected to improve

significantly in FY22 compared with FY21. Although market

pricing is improving, CY21 English label inventory remaining

in the market and being sold by certain wholesale traders and

online players is depressing visible pricing in the market. The

amount of this inventory remaining in the market is difficult to

quantify, but it is expected that it will have largely cleared by

the end of the “11/11” peak trading period.

CEO‘S YEAR IN REVIEW
14

Notwithstanding these actions, the Company estimates it

lost market share in the daigou channel during the year,

particularly in Stage 1 infant nutrition. Kantar data has

recently been expanded and a more representative consumer

age range now being captured

13

. Whilst there are still

some inherent limitations for measuring the Company’s

performance using Kantar data, it remains the only single

source for tracking daigou consumer sales. Kantar data

suggests daigou consumer sales in the market were down

42% for FY21 and down 35% for 2H21

14

and that a2MC’s

daigou share declined but less dramatically to 22% at the end

of June 2021 compared to 24% at the end of June 2020

12

.

Given the role of the daigou/reseller channel, including in

new user recruitment in an increasingly competitive market,

some continued pressure on consumer demand is expected.

A key focus is working with distribution partners to increase

distribution and new user activation, as well as optimising

CBEC execution. In addition, a key element of the Company’s

growth strategy review is considering the route-to-market

and management model of English label infant nutrition.

Liquid milk

Australian fresh milk revenue increased by 10.8% to

$169.0 million. The business also achieved a record market

value share of 12.2% at the end of June 2021

15

, primarily

driven by increased levels of in-home consumption during

1H21 lockdowns associated with COVID-19. Growth

moderated in 2H21 to 5.5% as restrictions eased and

a greater amount of out-of-home consumption was

experienced prior to recent lockdowns in Australia. During

the year the Company acquired the manufacturing facilities of

Kyvalley. The purchase and upgrade of Kyvalley is a strategic

investment to ensure quality of products and processing

capacity.

Other nutritional products

The disruption experienced in the daigou/reseller channel

also impacted all products in this segment with revenue

decreasing 50.5% to $33.7 million. As with infant nutrition

products, the Company is examining the product and channel

approach as part of the growth strategy review to drive

demand and ensure other opportunities are explored to

maximise the full potential of the segment.

3. North America

USA revenue decreased 3.7% to $63.6 million. An improved

EBITDA result was delivered, with a significantly reduced loss

of $33.5 million, representing a $17.0 million improvement on

FY20. USA segment revenue of $29.4 million for 2H21 was

down 22.8%, with an EBITDA loss of $21.9 million for 2H21

representing a $1.4 million improvement compared to 2H20.

13 Kantar data based on a panel of 9,000 consumers covering 0-6 year

olds and only seeks to project ~40% of the population.

14 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market

tracking (Key&A + BCD cities) for the 52 weeks ending 18 June 2021.

15 IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.

FY21 represented a shift in execution approach for the USA

business with lower marketing investment and increased

price investment to improve conversion and household

penetration. The business leveraged trade investment to bring

price to an affordable premium as well as increasing range,

facings and improving overall shelf positioning. This resulted

in a significant percentage of key accounts increasing product

facings and improving shelf position which is expected to

benefit the business over time.

The decline in FY21 revenue reflects higher planned trade

spend in line with the businesses revised pricing strategy,

the loss of certain regions of a major club channel customer,

and unfavourable foreign exchange, with each of these

factors more heavily weighted to 2H21. Additionally, the US

business benefited from a lift in in-home consumption related

to COVID-19 lockdowns during 2H20, presenting a more

challenging 2H21 comparative. On a constant currency basis,

net revenue increased 5.5% to $69.7 million during the year.

Underlying volume growth for the year was 13%, or 26%

excluding the major club channel customer. The improved

EBITDA loss in FY21 reflected a substantial reduction in

marketing investment associated with the above noted shift

in execution, along with the positive benefits of currency

exchange on business expenditure.

Average velocities grew within key accounts and distribution

grew to 26.8k stores, from 24.0k stores at the end of June

2020

16

. In 2H21

17

, a2 Milk™ grew ahead of the premium

liquid milk category and was the strongest performing

premium brand over the period.

While marketing investment in FY21 was lower than the

prior year, key marketing and public relations activities

continued which resulted in driving improvements in brand

health metrics, with prompted awareness demonstrating

a significant increase. Additionally, the a2 Milk™ brand

was one of the top two leading brands in the category for

brand loyalty.

16 Updated prior year comparison due to expanded data set now being

supplied.

17 Based on data available to 15 May 2021.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

15

The USA is an important market, and the Company

continues to evaluate product, distribution and supply

chain opportunities to increase the scale and profitability

of the business.

In Canada, products were first launched in July 2020, initially

focusing on Western Canada with subsequent distribution

expansion. The Company continues to work closely with

Agrifoods, leveraging the Company’s intellectual property

and marketing assets as well as proprietary systems and

know-how relating to local milk sourcing and processing.

Completion of acquisition of MVM

On 30 July 2021, the Company completed the acquisition

of a 75% interest in Mataura Valley Milk (MVM), a dairy

nutrition business located in Southland, New Zealand, in

partnership with China Animal Husbandry Group.

The strategic intent of the acquisition remains intact.

The acquisition provides the opportunity to participate in

nutritional products manufacturing and the potential to

pursue additional China label registrations and product

innovation opportunities in the future. It strengthens

relationships with key strategic partners in China, achieves

supplier and geographic diversification, and over time will

offer access to insourced manufacturing margins.

It had previously been expected that post acquisition, MVM

would process additional third-party volumes which is now

uncertain in terms of execution and timing. In addition, a2MC

has now revised down its volume assumptions for product

to be transferred to MVM during the transitional period

(FY22-24). Consequently, MVM is exploring further business

development opportunities and will seek to work with

additional third parties to improve the financial performance

of MVM during the transitional period. The Company still

expects MVM will return a positive EBITDA during FY25.

Additional financial details for FY22 are provided in the

outlook section.

Growth strategy review

Whilst the actions taken have undoubtedly given the

business a stronger platform going forward, the dynamic

and challenging market conditions over the past year have

highlighted the need to review and adapt elements of the

Company’s long-term strategy and execution going forward.

The Company recognises that the China infant nutrition

market structure is changing rapidly. While consumers still

have a strong preference for premium infant nutrition, market

growth is being impacted by a more pronounced reduction in

the birth rate. In addition, the shift towards China label infant

nutrition continues, the rate of new product innovation has

ramped up, channels to market are changing and competitive

intensity is increasing, with domestic players continuing to

gain market share.

It is also clear that the daigou/reseller channel has been

impacted by COVID-19, regulatory and other structural

factors. Whilst the daigou/reseller channel will continue to

play an important role, the Company needs to further evolve

its routes to market and brand marketing programmes in

parallel in order to adjust to the changing environment in

which it operates.

Accordingly, the Company recognises the need to change

its approach in light of the significant market changes and

a comprehensive process to review its growth strategy is

underway. The scope of this review includes the Company’s

approach to driving infant nutrition growth in both

China label and English label channels; its infant nutrition

product portfolio and innovation strategy; adjacent growth

opportunities; and its brand positioning to ensure continued

resonance and distinctiveness amongst an evolving

consumer base.

An update on this review will be provided at an investor

strategy day currently scheduled for late October.

CEO‘S YEAR IN REVIEW
16

“ Acknowledging that 2021

has been a very difficult year

for the business, I am

confident that these

challenges can be addressed

with the benefit of a strong

brand and new leadership

team to capture the full

potential of our business.”

Capital management

The Company’s balance sheet remains strong. Despite the

current challenges being faced, the Board is confident in the

strength of the brand, the underlying fundamentals of the

business, and the Company’s long-term growth potential.

Capital planning is an ongoing activity of the Board, guided

by the Company’s strategy and capital allocation framework.

This framework prioritises investment in growth initiatives

ahead of returning capital to shareholders.

The current capital planning process is considering how

to maximise the value of the Company’s strong capital

position in line with its growth strategy. This includes further

investment to strengthen the business as well as potential

acquisitions to complement existing operations. The Board

also considers it prudent to maintain a conservative cash

reserve in uncertain times. This is particularly relevant in the

context of volatile consumer markets, which continue to be

impacted by COVID-19.

Several mechanisms are available to the Company when

considering the return of excess capital to shareholders.

The effectiveness of these options is impacted by the

Group’s ownership structure and taxation profile, which are

relevant factors when considering how best to utilise the

Group’s capital. For any potential on-market share buyback,

consideration would need to be given to the Company’s

available subscribed capital, which at end of FY21 was in the

order of NZ$175 million.

Notwithstanding the above considerations, the Board

is currently of the view that there is greater opportunity

to create value by investing in the business and through

potential acquisition than by returning capital to shareholders

either via a buyback or by introducing a dividend at this stage

in the Company’s development. Capital management options

will continue to be an important consideration in the broader

capital planning process and will continue to be reviewed by

the Board on an ongoing basis.

Significant progress in sustainability

In FY20, the Company identified a number of focus areas to

enhance its efforts to become a more sustainable business

for the future. In FY21, significant progress was made in

several focus areas including enhancing its approach to

animal welfare and its farm environmental plans; continuing

to invest, engage and support local communities; as well

as advancing several initiatives under its people strategy,

responsible sourcing and ethical supply chain.

The Company is committed to investing in tangible climate-

related programmes that will create a positive impact on

the planet. In FY21 funding was redeployed to advance and

support critical research and projects in the supply chain as

follows:

—Progressed a research project to assess the potential of

asparagopsis in reducing methane produced by

A2/A2 cows

—Contributed to Synlait’s conversion of its current coal boiler

to biomass fuel

—Committed to converting or replacing MVM’s coal boiler in

the future

—Installed solar panels at the Smeaton Grange milk

processing plant and commenced an energy audit of

the site

Further information on the Company’s sustainability goals

and strategy will be provided at the upcoming investor

strategy day in late October.

Executive leadership team and

reorganisation

In July 2021 the Company announced it would reorganise its

Asia Pacific division. The objectives of this reorganisation are

to provide greater leadership and focus on key components

of the business, enable holistic management of the English

label business, and improve execution going forward.

This reorganisation resulted in two of the Company’s existing

leaders, Xiao Li, Chief Executive – Greater China, and Kevin

Bush, Executive General Manager – ANZ, being promoted

to be direct reports to the CEO, demonstrating the depth

of talent within the Company, and are both now on the

Executive Leadership Team.

Yohan Senaratne was appointed Executive General Manager

– International and commenced with the Company in July.

Yohan is responsible for leading the Company’s cross-border

export business, primarily focused on English label infant

nutrition products.

The Company also recently appointed Edith Bailey as its

new Chief Marketing Officer. Edith will be responsible for

managing the strategic and creative direction of the a2™

brand and driving product innovation going forward. Edith

will commence in December 2021.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

17

Amanda Hart was also recently appointed as Chief People

& Culture Officer in July and will commence her role in

September 2021. Amanda will be responsible for driving the

people strategy and executing integrated programmes to

develop internal capability and evolve the Company’s culture.

Following the completion of the MVM acquisition, Bernard

May has joined a2MC’s Executive Leadership Team as Chief

Executive Officer – MVM.

During the year Eleanor Khor was promoted to the role

of Chief Strategy Officer, and Jaron McVicar’s role was

expanded to Chief Legal & Sustainability Officer and

Company Secretary.

Outlook

The Company is confident in the underlying fundamentals of

the business and that the growth opportunity in core markets

remains significant. Coupled with opportunities for product

innovation, category expansion and new markets, and

supported by a healthy brand and strong balance sheet, the

long-term outlook is positive.

However, given the continuing uncertainty and volatility in

a2MC’s consumer markets resulting from issues related to

COVID-19 and other rapidly changing market dynamics,

particularly in China, the Company has determined not

to provide specific guidance regarding anticipated Group

revenue or EBITDA margin at this time. Rather, it is providing

current observations on key drivers and important issues that

may impact its FY22 results.

These observations are based on what the Company is

currently aware of, and facts and circumstances may change

materially in the future. Accordingly, actual results may vary

materially from that indicated by the qualitative outlook

provided below.

The outlook also assumes no material changes in macro

factors such as cross border trade, changes in the regulatory

environment and foreign exchange, and that COVID-19

related impacts continue at broadly current levels.

China infant nutrition market

China’s infant nutrition market is being materially impacted

by a lower birth rate, especially recently due to COVID-19

and related vaccination programmes causing many people

to delay pregnancy. While it is expected that this short-

term impact will be cyclical in nature, at this stage it is not

possible to accurately predict the extent or timing of the

impact or recovery over the medium-term. In the longer-

term, it is expected that Government initiatives to address the

declining birth rate will have a positive and stabilising impact.

The prospect of other potential regulatory impacts on the

category, whether they be positive or negative in nature, is

unknown and inherently difficult to predict.

In FY22, the Company expects the value of the overall infant

nutrition market to decrease due to the lower number of

births (during the year, and also as a result of the year prior),

an increase in competitive intensity and promotional activity

impacting average pricing, partially offset by a continuation

of the usage penetration and premiumisation trend.

Based on current market trends, the ultra-premium segment

(where the Company’s China label product competes) is

expected to perform at or above market, and the premium

segment is expected to perform at or below market.

The impact of these market dynamics is expected to be felt

most in early-stage products, and in Key and A cities where

the birth rate reduction is higher than in BCD cities. Market

share gains by domestic brands compared to international

brands are expected to continue.

Category and business divisions

In China label infant nutrition, the Company is expecting

to grow sales in FY22, as well as gain moderate share,

albeit in a weaker market overall. The focus is on acquiring

new users and expanding distribution. Inventory levels are

reducing, and product freshness is improving. In 1Q22, the

Company is continuing to reduce distributor inventory levels

which will impact sales. This is expected to result in a stronger

2H22 compared to 1H22.

In English label infant nutrition, with the category

under pressure and the challenges experienced by a2MC in

FY21, the Company is targeting sales stabilisation in FY22

but a wide range of outcomes is possible. The COVID-19

impacts on the daigou/reseller channel and associated

impact on CBEC for English label products are expected to

be prolonged. The Company is adapting its strategy and

execution to stabilise its English label business and return

to growth over time.

Further incremental sales growth is expected in Australian

liquid milk in FY22. In 1H22, the current COVID-19

restrictions in Australia are likely to support volumes.

However, these restrictions are expected to ease in 2H22,

with potential volume declines as more out-of-home

consumption resumes. Input costs are also higher compared

to FY21 partially offset by pricing.

Strong underlying growth in key accounts is expected in

USA liquid milk in FY22. In-home consumption is expected

to remain at similar levels. However, with the loss of certain

regions of a major club channel customer due to private

label substitution, modest sales growth overall is expected.

The higher trade spend in FY21 to reduce retail price points

and improve distribution will be rolled back during the year

in line with plan with some volume risk. Overall, a marginal

improvement in USD losses is expected.

CEO‘S YEAR IN REVIEW
18

FY22 will be the first time MVM is included in a2MC’s

financial reporting. As such, the following information

regarding MVM is provided to assist the market with

revenue and earnings expectations. Based on revised volume

assumptions, it is now expected that in FY22 MVM will

deliver approximately $80 million in revenue (excluding

intercompany revenue) and an EBITDA loss of approximately

$20 million for the 11 months post-completion. On an

annualised basis the EBITDA loss would be approximately

$4 million greater due to July being a seasonally low period.

Prior to any further investment in a blending and canning

facility and associated infrastructure, it is expected that

depreciation and amortisation during the transitional period

will be approximately $14 million, subject to finalisation of

acquisition accounting. MVM will be fully consolidated into

a2MCs accounts going forward on a 100% basis with the

non-controlling interest deducted from the Group’s net profit

after tax. The consolidation of MVM will affect the reported

gross margin of the Group. This includes the allocation of

direct overheads, including a portion of manufacturing

depreciation, to gross margin.

Marketing and capability investment

Based on the continuing strong brand fundamentals, the

Company is planning for a significant increase in brand

investment, content generation and activation in FY22

to drive awareness and trial in China and to compensate

for continued subdued daigou activity which has been

effective in the past in building the brand. Overall marketing

investment in FY22 is anticipated to return to approximately

FY20 levels which is expected to continue to drive improved

brand health metrics and future demand. Phasing of

marketing investment may be influenced by the growth

strategy review underway.

The Company will also continue to invest in capability building

in China and in corporate functions to support future growth.

It is also expecting a return of short-term and long-term

employee incentive programmes in order to retain and attract

talent. These investments will offset the reversal of FY21

one-off costs associated with the MVM acquisition and ERP

implementation. Accordingly, together with the addition of

FY22 operating costs for the MVM business, the Company

is anticipating an uplift in employee and administration costs

in FY22.

Key financials

The Company is expecting 1H22 revenue (including MVM)

to be marginally lower than 1H21 due mainly to lower English

label infant nutrition sales offset by the addition of MVM

revenue. 2H22 revenue (including MVM) is expected to be

significantly higher than 2H21 due mainly to actions taken

in 2H21 to rebalance channel inventory, increased marketing

investment and the inclusion of MVM revenue.

FY22 gross margin is expected to be broadly similar

to FY21 (excluding FY21 stock write-downs and before

consolidating the MVM business in FY22). This reflects the

annualisation benefit of FY21 infant nutrition price increases

and the product mix benefit from an overall growth in infant

nutrition volume. These benefits will be largely offset by

COGS headwinds related to increasing milk, ingredient and

packaging costs. The Company is also expecting continued

adverse infant nutrition mix in FY22 with China label growing

ahead of English label.

Given the uncertainty and potential volatility in infant

nutrition sales, particularly English label, it is difficult to

predict with any precision the wide range of potential

EBITDA outcomes in FY22 relative to FY21 excluding stock

write-downs.

Additionally, with the inclusion of MVM in FY22,

depreciation and amortisation for the Group is expected

to increase to approximately $20 million and, as the MVM

losses will not be taken as a deduction for tax purposes,

a higher effective tax rate, in the order of 37-39%,

is anticipated.

Overall, although a2MC believes the business will continue to

make significant progress on many fronts, FY22 is expected

to continue to be a challenging and volatile year. Due to

the actions taken in 4Q21 to address channel inventory and

improve product freshness, coupled with strong brand health,

the business is well-placed to adapt its strategy and execution

to drive growth in the longer term. However, recovery in

English label channels is expected to be slow and market

growth in China will be subdued for some time.

David Bortolussi

Managing Director and Chief Executive Officer

25 August 2021

APPROACH
TO SUSTAINABILITY

AHEAD

MOVING

The a2 Milk Company purpose is ‘to enrich lives by

harnessing the nutritional wonders of nature’ and it

is committed to high standards of responsible conduct,

social responsibility and environmental sustainability.

The Company’s drive to build a sustainable business

for the future, considers its social licence to operate

and recognises the needs and expectations of its

people, consumers, farmers, communities, customers,

suppliers, strategic partners and investors.

Solid progress was made towards building a

sustainable business for the future in FY21 and the

Company is excited about progress that can be

made in the coming year and beyond.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

19

20
SUSTAINABILITY

Capital smart approach

Our business model is built on deep and long-term strategic partnerships both

commercially and operationally. Our farms and processing partners are some of our

longest-standing relationships. Together we have built a very successful community of

businesses – big and small. This ecosystem underpins our ‘capital smart’ business model

and has given us the ability to grow rapidly, while also building a strong balance sheet

for continued growth.

HOW WE CREATE VALUE

Unique, premium brand and IP

Our trusted brand, our proprietary know-how and A2 protein expertise are our

most valuable assets. We are committed to maintaining and growing these assets

with ongoing investment. Through ongoing science and research and development

programmes, we are deepening our expertise and advancing global understanding

of the potential health benefits of a2 Milk™.

Responsible use of natural resources

Access to natural resources and a thriving agricultural sector is fundamental to our

business. We recognise that climate change and pressures on agricultural and food

systems present a systemic challenge for our world – and we are committed to finding

unique and high impact solutions across our value chain to help address these

challenges. Appropriately meeting this challenge will enable us to continue providing

premium a2 Milk™ based products to our consumers and long-term value to

our shareholders.

Passionate and thriving team

Through a purpose driven culture underpinned by our values, we aim to create an

environment that provides our people with opportunities to thrive. Our success is

the result of our diverse, skilled and engaged workforce, aligned and focused to

deliver on our purpose and strategy. We are committed to the wellbeing and safety

of our people and have established systems and processes to identify, control,

report, investigate and monitor health and safety risks across the business.

HUMAN

NATURAL

FINANCIAL

OUR PURPOSE

Enrich lives by harnessing

the nutritional wonders

of nature.

WHAT WE DO

Pure and natural a2 Milk

TM

,

infant, children and adult

nutritional products produced

from cows specially selected

to be A1 protein-free.

HOW WE DO IT

Our company stands for

a series of wonderful qualities,

from where we source our

milk, the extra special care we

take from cow to consumer,

and how we educate and

engage with our consumers.

BOLD PASSION

Driven to realise our amazing

potential as a company and

individuals.

PIONEERING SPIRIT

Unconventional open-minded

thinking that re-imagines the

possibilities; outcome driven.

HUMILITY

We're never done growing,

discovering; and we have a

willingness to continually

iterate and learn.

RESPECT

Seek to understand and

appreciate difference in

all its forms.

INTEGRITY

We do the right thing for our

consumers, partners, people...

and our cows.

There are six sources of

capital, embedded in our

value creation model.

The a2 Milk Company has an integrated approach to reporting through

the ‘Six Capitals’ framework, seeking to codify elements which will

contribute to the Company’s ability to create long term value.

1. Maximise sustainable growth

from existing products in

core markets

2. Broaden product portfolio

in core markets

3. Expand in other target markets

UNDERPINNED BY:

– Building sustainable brand

leadership

– Secure supply chain

– Right capabilities

– Right infrastructure and tools

BUSINESS ACTIVITIES

VALUES

INTELLECTUAL

50%

Female Board members

25%

1


Female Executive

Leadership Team

43%

Female Senior

Leadership Group

81%

of farms with a farm

environment plan in place

Extensions developed into

animal welfare programme

Committed to a number of

projects to reduce GHG

emissions in our supply

chain over time

INPUTSOUR BUSINESSOUTCOMESIMPACTS

$178m (14.8% revenue)

invested in marketing,

research & development and

intellectual property

Enriching community wellbeing

The a2 Milk Company supports communities in our key regions of New Zealand,

Australia, China and the US. With a focus on proactive wellness to nourish the lives

of children and families and help them to thrive.

SOCIAL

$2.3m

in cash and product

donations to help children

and families thrive

Innovative and ethical supply chain

Complementing our own fresh milk production capability, we work closely with our

suppliers to develop a reliable and responsible sourcing and manufacturing supply

chain over time. We believe this is critical to our long-term success.

MANUFACTURING

97.3%

of fully recyclable packaging

(+1.4p.points)

Submission of Modern

Slavery Statement

$1.21bn

revenue

10.3%

return on capital employed

$89.4m

operating cash flow

THE a
2 MILK COMPANY ANNUAL REPORT 2021

21

Capital smart approach

Our business model is built on deep and long-term strategic partnerships both

commercially and operationally. Our farms and processing partners are some of our

longest-standing relationships. Together we have built a very successful community of

businesses – big and small. This ecosystem underpins our ‘capital smart’ business model

and has given us the ability to grow rapidly, while also building a strong balance sheet

for continued growth.

HOW WE CREATE VALUE

Unique, premium brand and IP

Our trusted brand, our proprietary know-how and A2 protein expertise are our

most valuable assets. We are committed to maintaining and growing these assets

with ongoing investment. Through ongoing science and research and development

programmes, we are deepening our expertise and advancing global understanding

of the potential health benefits of a2 Milk™.

Responsible use of natural resources

Access to natural resources and a thriving agricultural sector is fundamental to our

business. We recognise that climate change and pressures on agricultural and food

systems present a systemic challenge for our world – and we are committed to finding

unique and high impact solutions across our value chain to help address these

challenges. Appropriately meeting this challenge will enable us to continue providing

premium a2 Milk™ based products to our consumers and long-term value to

our shareholders.

Passionate and thriving team

Through a purpose driven culture underpinned by our values, we aim to create an

environment that provides our people with opportunities to thrive. Our success is

the result of our diverse, skilled and engaged workforce, aligned and focused to

deliver on our purpose and strategy. We are committed to the wellbeing and safety

of our people and have established systems and processes to identify, control,

report, investigate and monitor health and safety risks across the business.

HUMAN

NATURAL

FINANCIAL

OUR PURPOSE

Enrich lives by harnessing

the nutritional wonders

of nature.

WHAT WE DO

Pure and natural a2 Milk

TM

,

infant, children and adult

nutritional products produced

from cows specially selected

to be A1 protein-free.

HOW WE DO IT

Our company stands for

a series of wonderful qualities,

from where we source our

milk, the extra special care we

take from cow to consumer,

and how we educate and

engage with our consumers.

BOLD PASSION

Driven to realise our amazing

potential as a company and

individuals.

PIONEERING SPIRIT

Unconventional open-minded

thinking that re-imagines the

possibilities; outcome driven.

HUMILITY

We're never done growing,

discovering; and we have a

willingness to continually

iterate and learn.

RESPECT

Seek to understand and

appreciate difference in

all its forms.

INTEGRITY

We do the right thing for our

consumers, partners, people...

and our cows.

There are six sources of

capital, embedded in our

value creation model.

The a2 Milk Company has an integrated approach to reporting through

the ‘Six Capitals’ framework, seeking to codify elements which will

contribute to the Company’s ability to create long term value.

1. Maximise sustainable growth

from existing products in

core markets

2. Broaden product portfolio

in core markets

3. Expand in other target markets

UNDERPINNED BY:

– Building sustainable brand

leadership

– Secure supply chain

– Right capabilities

– Right infrastructure and tools

BUSINESS ACTIVITIES

VALUES

INTELLECTUAL

50%

Female Board members

25%

1


Female Executive

Leadership Team

43%

Female Senior

Leadership Group

81%

of farms with a farm

environment plan in place

Extensions developed into

animal welfare programme

Committed to a number of

projects to reduce GHG

emissions in our supply

chain over time

INPUTSOUR BUSINESSOUTCOMESIMPACTS

$178m (14.8% revenue)

invested in marketing,

research & development and

intellectual property

Enriching community wellbeing

The a2 Milk Company supports communities in our key regions of New Zealand,

Australia, China and the US. With a focus on proactive wellness to nourish the lives

of children and families and help them to thrive.

SOCIAL

$2.3m

in cash and product

donations to help children

and families thrive

Innovative and ethical supply chain

Complementing our own fresh milk production capability, we work closely with our

suppliers to develop a reliable and responsible sourcing and manufacturing supply

chain over time. We believe this is critical to our long-term success.

MANUFACTURING

97.3%

of fully recyclable packaging

(+1.4p.points)

Submission of Modern

Slavery Statement

$1.21bn

revenue

10.3%

return on capital employed

$89.4m

operating cash flow

1 Since 30 June 2021, a number of ELT appointments have been announced. Adjusting for these appointments, there will be 12 members of the ELT comprising

9 males (75%) and 3 females (25%). David Bortolussi has been included in both the Director and ELT calculations.

22
SUSTAINABILITY

Investing in people and systems

The Company is committed to building capability and capacity

across the organisation. Key focus areas in FY21 to deliver this

objective have included training, updating and introducing

relevant policies and investing in a new enterprise resource

planning (ERP) system to build capability and support the team.

In FY21, the Company expanded the integrated people

experience programme, a2 For You™. Key activities

undertaken through the programme during the year included:

—Mental wellbeing: The expansion of the Company’s

Employee Assistance Programme to include a series of

webinars focused on mental health and wellbeing, including

providing resources and support during COVID-19.

—Financial wellbeing: Series of financial wellbeing

webinars and information sessions focused on

superannuation, banking and financial fitness.

—Physical health: A series of nutritional wellbeing

webinars with an accredited dietician.

—Growth and learning: The launch of a bespoke

virtual training course: Shaping my Leadership Journey

made available to the broader Senior Leadership Group

(i.e. the group of 47 leaders reporting to the Executive

Leadership Team).

OUR

PEOPLE

HUMAN

CAPITAL

During FY21, the Company invested in a new ERP system

which went live in April 2021. The purpose of this leading-

edge ERP system is to consistently manage key business

activities across the regions and house some of the

Company’s most important business data and intelligence.

It also enables the team to focus on value-add activities,

such as more sophisticated analysis, planning, forecasting

and budgeting.

Keeping people healthy and safe

The Company’s vision for the safety and wellbeing of its

people is that, wherever they are and whatever they are

doing, everyone is safe at work.

The Company is committed to the wellbeing and safety of the

team and have established systems and processes to identify,

control, report, investigate and monitor health and safety risks

across the business.

a2MC empowers all employees to speak up and show the

courage to stop the job, whenever it is not safe, so that

workplace health and safety is not compromised. This enables

and supports employees to take accountability for their safety,

health, wellbeing, and fitness for work.

By embedding safety, ethics, and compliance systems across

the supply chain, the Company aims to operate safely and

ethically, including with respect for human rights and in

compliance with all local requirements, including anti-bribery

and anti-corruption laws.

This includes:

—Preventing injury and illness at the Company’s workplaces

and during work activities

—Understanding and complying with Work Health and

Safety (WHS) legal and other requirements

—Eliminating hazards and reducing WHS risks associated

with operations

—Consulting with employees and external stakeholders to

identify and learn from emerging workplace health and

safety developments

—Continually improving workplace health and safety

management systems, processes and controls

The a2 Milk Company’s values – bold passion, pioneering spirit, humility,

integrity and respect – guide how the Company seeks to achieve its purpose

to ‘enrich lives by harnessing the nutritional wonders of nature’. The Company

is committed to investing in its people and systems, keeping its people healthy

and safe, and building a diverse culture of inclusion and connection.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

23

In FY20 the Company commenced the implementation of

a new global safety management system to support the

education, leadership and governance of WHS across all

sites and operations.

In FY21 the Company continued to focus on developing its

WHS management system and risk management principles

and to embed them into planning and decision making.

There has been an increased focus on incident, hazard, and

risk management across each of the workplaces.

The team at the Smeaton Grange processing facility is

committed to safe processes and a safe site, and the

excellent safety record that has been cultivated at the

facility is testament to this. As at 30 June 2021, the site

recorded over 500 consecutive days without a medically

treated incident.

The Company has undertaken an assessment of human

rights and other ethical risks in its supply chain to ensure

alignment with fundamental values of respect and integrity.

A modern slavery statement has also been developed and

published. This has formed the basis of an online training

programme which will be rolled out in FY22.

The Company continues to invest in people and systems to

build capability to meet its strict product quality and food

safety standards. It has also embedded monitoring and

compliance systems specific to the regulatory environments

in each market in which it operates.

Building a diverse culture of inclusion

and connection

Creating a positive workplace environment is vital to the

success of the business and the Company is focused on

creating a culture of inclusion and connection.

The Company’s Diversity Policy empowers and equips its

people leaders to foster a diverse and competent workplace.

The Company is particularly focused on enhancing gender

balance in the workforce, having set a target of a minimum

of 40% women and 40% men in leadership positions. At the

Board level, the Company has met this target with a 50%

split. The recent Executive Leadership Team appointments

have been more balanced, with the appointment of three

women. While this is behind target it is pleasing that at the

Senior Leadership Group level, female representation is at

43%. The Company acknowledges there is more to be done

in this area.

Gender is not the only form of diversity and many other

aspects including culture, heritage, ethnicity are vital to

driving diversity of experience and diversity of thought.

In FY22 the Company will focus on measuring and tracking

diversity beyond gender.

25%

1

Female Executive

Leadership leaders

50%

Female Board

members

43%

Female Senior

Leadership Group

Gender equality

1 Since 30 June 2021, a number of Executive Leadership Team

appointments have been announced. Adjusting for these

appointments, there will be 12 members of the Executive Leadership

Team comprising 9 males (75%) and 3 females (25%).

24
SUSTAINABILITY

Policy update

In FY21, the Company’s Diversity Policy was reviewed to

broaden its scope to incorporate inclusion. While the current

policy focuses on difference, the intent of the broader policy

is to foster an environment in which differences – whatever

they may be − are genuinely accepted and leveraged.

The updated policy will be implemented globally in FY22,

and accompanied with training to reinforce the importance

of understanding, accepting, and appreciating the value of

difference in all its forms.

Inclusion and connection

“Global Town Hall Meetings” are held in person and

virtually across all regions on a monthly basis and are an

important way to share information and connect across the

different offices. These “global” meetings are led by the

Chief Executive Officer and other members of the Executive

Leadership Team and provide a forum for other managers

and staff to present to the business. This initiative helps build

an environment of transparency and authenticity, where

information from across the business is shared and all team

members are encouraged to ask questions.

Training

Everyone has a right to a work environment free from

discrimination, harassment and bullying. In FY21, the

Company commenced “Positive Workplace Behaviours”

training with this to continue in FY22. The training is designed

to emphasise how all team members can individually focus on

respecting others and contributing to a positive workplace.

Executive Leadership Team appointments

and business reorganisation

In FY21, there were a number of changes to the Executive

Leadership Team (ELT). In February, David Bortolussi joined the

Company as Managing Director and Chief Executive Officer.

Eleanor Khor was promoted to the new role of Chief Strategy

Officer and Jaron McVicar’s role expanded to Chief Legal and

Sustainability Officer & Company Secretary.

In July the Company announced the reorganisation of its

Asia Pacific division. This restructure resulted in two of the

Company’s senior leaders, Xiao Li and Kevin Bush, being

promoted to be direct reports to the CEO and join the ELT,

demonstrating the depth of talent within the Company.

Yohan Senaratne joined the business in the role of Executive

General Manager – International.

In July, the Company also announced the appointment of

Edith Bailey as Chief Marketing Officer. Edith will join the

Company later in 2021 with Janelle Tong joining the ELT as

Chief Marketing Officer (Interim) until Edith commences.

Amanda Hart has been appointed Chief People & Culture

Officer and will commence in September.

Following the completion of the acquisition of 75% of

Mataura Valley Milk, Bernard May has also joined the ELT.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

25

“ Creating a positive workplace

environment is vital to the

success of the business and

the Company is focused on

creating a culture of inclusion

and connection.”

As at 30 June 2021NumberMale%Female%

Variance to LY


% females

Directors6350%350%10%

Executive Leadership Team

1

7686%114%(8%)

Senior Leadership Group472757%2043%7%

Managers885057%3843%(2%)

Remaining staff1886434%12466%10%

Total3351494 4%18656%2%

Age at 30 June 2021Number%Variance to LY

Under 303611%(1%)

30 to 5021564%(1%)

Over 508425%2%

Total335

Tenure as at 30 June 2021Number%Variance to LY

0 -2 Years17452%(17%)

2-5 Years10030%10%

5+ Years6118%7%

Total335

1 Since 30 June 2021, a number of ELT appointments have been announced. Adjusting for these

appointments, there will be 12 members of the ELT comprising 9 males (75%) and 3 females

(25%). David Bortolussi has been included in both the Director and ELT calculations.

* Developed by the United Nations, the Sustainable Development Goals (SDGs) or Global Goals

are a collection of 17 interlinked global goals designed to be a “blueprint to achieve a better

and more sustainable future for all”.

SDGs alignment

*

26
SUSTAINABILITY

Farmers play a vital role in the Company’s

supply chain, as stewards of the

environment and as vital contributors

to local communities. In addition, the

humane treatment of cows is of the

utmost importance.

The Company is committed to working with and

supporting farmers to enable them to work in harmony

with the environment and community.

Farm environmental plans

The a2 Milk Company has developed a global framework

for farm environmental plans.

The principles of the framework address the most material

aspects of environmental management in the dairy industry:

—Lowering GHG emissions

—Managing water quality and efficiency

—Managing soil quality

—Boosting on-farm biodiversity

—Improved nutrient (effluent) management

FARMS AND

ANIMAL WELFARE

FY21 progress

—Created and delivered guidelines and ambition

by region, including having regard to legislative

requirements

—Farm environmental plans reviewed by internal and

external stakeholders

—Reviewed and collaborated with Synlait on Synlait’s

Lead with Pride

TM

programme

—81% of farms supplying raw A1 protein free milk

had a farm environmental plan in place

Next steps

—Continue roll out of farm environmental plans leading

to a global approach to farm environmental plans

—Continue to evolve and refine farm environmental

plan template

—Review farm ambassador programme

—Establish updated farm environmental plan

programme with Mataura Valley Milk

Target

100%

of farms supplying raw A1 protein free milk to have a

farm environmental plan in place by the end of 2023

NATUR AL

CAPITAL

MANUFACTURING

CAPITAL

SOCIAL

CAPITAL

SDGs alignment

THE a
2 MILK COMPANY ANNUAL REPORT 2021

27

Animal welfare programme

Best practice standards for animal welfare on farms

are central to the responsible sourcing of raw A1

protein free milk.

The Company’s animal welfare programme meets

globally recognised standards set by the World

Organisation for Animal Health and upholds the

Five Freedoms framework for animal welfare.

a2MC’s approach to animal welfare is to drive

improvement, reduce risk and ensure farmers

are welfare centric. This is achieved through the

combination of increased audits, wider audit scope,

milk monitoring, on farm technology and training.

A number of extensions were developed into

the programme in FY21, supporting farmers to

establish systems for continuous improvement in

animal welfare. This approach aims to continue

identifying opportunities to further improve

programmes beyond the industry standard.

FY21 progress

—Created and delivered a2MC Standards for

farming partners in New Zealand

—Collaborated with Synlait to refine its “Lead with

Pride” animal welfare standards and audit tool

—Reviewed and amended current Australian

Standards to align the scaling of standards

—Embedded a corrective action process into

programmes for each region

—Identified and secured Professional Animal

Auditor Certification Organization (PAACO)

lead training for auditors

—Developed auditor and a2MC farm services team

training modules

—Launched milk monitoring programme pilot trial

with partner Synlait

—Developed a governance strategy for programme

and auditor review

Next steps

—Roll out auditor and a2MC farm services team

training modules

—Staged launch of upgraded animal welfare

programme and farmer training portal

—Implement robust audit scope and frequency

to increase visibility and reduce risk

—Undertake pilot technology trial on farm

to validate animal welfare auditing data

—Launch a2MC redefined Animal Welfare

programme with Mataura Valley Milk in FY22

Target

100%

of farms to be certified under an upgraded

programme by the end of 2023

SDGs alignment

28
SUSTAINABILITY

Understanding climate risks

and opportunities

Climate change is driving significant structural transformation

across the dairy sector.

The sector will need to take concerted action to manage the

risks and opportunities associated with a move towards a

lower carbon footprint. The risks include regulatory initiatives,

such as carbon pricing, and market risks, such as changes in

consumer preferences.

A major step in a2MC’s climate journey is developing

short, medium and long-term, climate-related targets.

The Company is committed to achieving net zero emissions

by 2050, and is focused on setting out an emissions

reduction pathway, including the metrics and targets to

measure progress.

In addition, the sector’s reliance on natural systems and

vulnerability to changes in temperature and rainfall will

also drive mounting physical risks across agriculture.

There will also be extraordinary opportunity for the sector

to realise increased productivity and efficiency through

new technologies and practices that lower emissions and

environmental impact throughout the supply chain.

As part of the ongoing management and integration of

climate risk, the Company undertook climate and broader

environmental, social and governance risk analysis as part

of the due diligence for the Mataura Valley Milk (MVM)

acquisition. The scope included physical, regulatory and

market risks, as well as mitigation strategies, and was an

important consideration in the overall evaluation of the MVM

opportunity. a2MC identified that it could contribute to a

meaningful improvement in MVM’s overall sustainability and

is committed to finding an alternative to the current coal

boiler utilised on the site.

In FY22, the Company will also update its climate scenario

analysis, reflecting the material changes to the business

model with the interdependencies of MVM. Building on

previous analysis, this will include a focus on second-order

structural impacts and risk inter-dependencies.

The Task Force on Climate-Related Financial Disclosures (TCFD)

framework continues to guide a2MC’s approach to climate

risk and opportunity analysis, measurement and disclosure.

The Company has made good progress in its commitment

to be fully TCFD aligned by the end of FY22. The Company

is well placed as legislative changes are introduced in New

Zealand, mandating climate-related financial disclosures in

the future.

a2MC’s targets will go beyond climate, encompassing key

aspects that underpin value creation across the six capitals, in

particular natural capital. While the Company had previously

expected to announce these in FY21, the acquisition of MVM

has meant that further detailed analysis is now required before

setting the targets which will have regard to the whole of the

Company’s business (including MVM). The Company is taking

a robust, data driven approach to setting ambitious and high

impact targets and expects to announce these in FY22.

CLIMATE

IMPACT

NATUR AL

CAPITAL

MANUFACTURING

CAPITAL

INTELLECTUAL

CAPITAL

GHG Emissions

1

(tCO

2

e)

FY21FY20

7

FY19

7

Total

356,587509,533420,600

Scope 1

2

250228206

Scope 2

3

1,7201,6131,507

Scope 3

4

354,617507,693418,887

Direct operations

5

(Scope 1, 2 and 3)

2,8623,8674,923

Third-party processing

and freight

76,140127,177103,863

On-farm

6

277,585378,489311,814

1 Greenhouse gas emissions, calculated as tonnes of carbon dioxide equivalent (tCO

2

e),

have been estimated using the approach recommended by The GHG Protocol. Emissions

and conversion factors were sourced from the National Greenhouse Accounts Factors

for Australia, the UK DEFRA GHG conversion factors and a range of other country-

specific sources. Where required, non-direct emissions sources have been estimated

using default and/or extrapolated emissions intensity rates to provide a more complete

picture of our Scope 1, 2 and 3 carbon footprint. Total emissions calculations exclude

packaging. We expect data quality to improve over time as we continue to work with

our partners.

2 Includes natural gas estimates and/or extrapolations for some information not yet

available.

3 Includes electricity estimates and/or extrapolations for some information not yet

available.

4 Due to the nature of Scope 3 emissions occurring outside of areas under our direct

control, this represents a conservative estimate of our Scope 3 emissions. Key emissions

sources include: on-farm emissions, energy consumed within third party processing

and warehouse facilities, fuel consumed in freight logistics and business travel, as well

as emissions associated with waste, recycling and water consumption. Where required,

estimations have been made where data was not able to be directly sourced or where

data was not yet released. This includes assumptions and extrapolations from available

data. Moving forward, we will endeavour to source as much actual data as possible to

improve data quality.

5 Includes our own fresh milk processing facility and corporate operations.

6 Calculated using actuals and industry estimations based on milk unit sales for all farms

in Australia, NZ, the US and the UK, excluding Synlait for which emissions are estimated

based on our proportion of total output.

7 GHG emissions have been restated to incorporate new available data from our partners.

Metric

FY21FY20FY19

Smeaton Grange

Total water usage (‘000 litres)

28,361

27,66224,744

Water efficiency (litres/litre of milk)

0.60.7

0.5

Waste water diverted to beneficial

land application (litres)

813,600

919,900516,500

Waste produced (tonnes)

28.0

28.925.6

Waste diversion

96.9%

97.1%95.4%

Energy consumption (kWh)

1.8m1.7m1.7m

THE a
2 MILK COMPANY ANNUAL REPORT 2021

29

GHG emissions reduction programme

In August 2020, the Company announced that it would pivot

from its approach of purchasing carbon credits to offset its

indirect greenhouse gas (GHG) emissions to establishing a

GHG emissions reduction programme within its supply chain.

For FY21, the financial contribution that would have funded

carbon credits offsets for indirect GHG emissions was

redeployed into environmental programmes that will directly

reduce GHG emissions over time.

Over 90% of GHG emissions (direct and indirect) from

a2MC’s supply chain are:

—On farm emissions (78%): methane emitted by cows in

particular

—Processing emissions (14%): fossil fuels used in

manufacturing process

A GHG emission reduction programme that addresses these

two aspects of a2MC’s supply chain was established in the

following broad groups:

—On-farm GHG reduction programme

• Methane inhibitor research projects

• Potential expanded farmer grant programmes

—Processing GHG reduction programme

• Future conversion of coal boilers

• Renewable energy investments

• Other processing opportunities

Methane is a challenging issue. While in FY21 and for

FY22 a2MC is progressing projects in methane reduction

from inhibitors such as asparagopsis, it may be that in the

future other scientific breakthroughs mean that alternative

solutions are adopted.

FY21 progress

—Progressed a research project to assess the

potential of asparagopsis in reducing methane

produced by A2/A2 cows

—Agreed to contribute to Synlait’s coal boiler

biomass conversion

—Committed to converting or replacing MVM’s

coal boiler in the future

—Installed solar panels at Smeaton Grange milk

processing plant and commenced an energy

audit of the site

Next steps

—Continue to progress the above components of

the GHG emissions reduction programme, with

a focus on methane inhibitors

—Detailed assessment of the GHG emissions

impact of Mataura Valley Milk in order to

measure and report in future years

—Develop more specific targets for GHG

emission reduction

Target

Net zero emissions by 2050

ON-FARMPROCESSINGDISTRIBUTION

AND OTHER

78%

TOTAL GHG EMISSIONS

277,500 t CO

2

-e

14%

TOTAL GHG EMISSIONS

~50,000 t CO

2

-e

8%

TOTAL GHG EMISSIONS

~30,000 t CO

2

-e

GHG footprint

SDGs alignment

30
SUSTAINABILITY

The Company is committed to high

standards of responsible conduct, social

responsibility and environmental

sustainability in all areas of the business.

Modern slavery

In 2018, Australia introduced the Modern Slavery Act 2018

(Cth, Australia). The purpose of this legislation it to outline

how businesses can take action and reduce the risk of

vulnerable workers in their operations and supply chains.

This Australian legislation requires certain companies based

or operating in Australia to prepare annual statements on

potential modern slavery risks in their operations and supply

chains, and the steps they have taken to address those risks.

In March 2021, a2MC submitted its first Modern Slavery

Statement in accordance with the Act. The Statement was

made on behalf of all the entities of the Group, which was

beyond the legislative requirement.

a2MC’s Statement addresses key modern slavery risks and

the Company’s actions in identifying and assessing these

risks. The key actions taken to mitigate these risks were

also outlined. A copy of the Statement is available on the

Company’s website at https://thea2milkcompany.com/

corporate-governance.

Responsible marketing

The a2 Milk Company’s approach to marketing infant

nutrition aligns to the core principle of supporting

breastfeeding as the primary form of infant nutrition. The

Company has developed a premium, high quality range of

infant nutrition products to provide parents an alternative

when breastfeeding is not an option.

Marketing of Infant nutritions (MAIF Agreement)

and Infant Nutrition Council

The Company is a signatory to the Marketing in Australia of

Infant nutrition: Manufacturers and Importers Agreement

(MAIF Agreement). a2MC is also a member of the Infant

Nutrition Council, which represents the major manufacturers

and marketers of infant nutrition in Australia and New

Zealand. All members abide by a Code of Conduct including

the MAIF Agreement and The Infant Nutrition Council Code

of Practice for the Marketing of Infant nutrition in New

Zealand (INC Code of Practice).

DOING BUSINESS

THE RIGHT WAY

FY21 progress

—Submitted Modern Slavery Statement reporting

on period from 1 July 2019 to 30 June 2020

—Updated due diligence process to address

modern slavery risks for new on-farm suppliers

—Reviewed indirect modern slavery risks in

operations and supply chain

—Implemented a general online training module

for all employees

—Conducted training for key employees in supply

chain, quality and regulatory compliance, and

people and culture teams

Next steps

—Undertake second-tier review of modern slavery

risks

—Review and analyse modern slavery risks in

relation to MVM

—Continue to review indirect modern slavery risks

in operations and supply chain

—Continue to update internal policies

—Consider expanding due diligence process for

higher risk new suppliers

—Publish The a2 Milk Company’s next Modern

Slavery Statement by 31 December 2021

SOCIAL

CAPITAL

SDGs alignment

MANUFACTURING

CAPITAL

31
THE a

2 MILK COMPANY ANNUAL REPORT 2021

Packaging is an increasingly important

issue for many stakeholders, including

consumers.

The Company has a vision for as much of its packaging

as possible to be reusable, recyclable or compostable.

Achieving this will require a region by region and product

by product approach over time. In FY21 there was a focus

on products sold in Australia.

Australia first introduced the ‘2025 National Packaging

Targets’ in 2018 and they were updated in 2020. The

targets require a complete and systemic change to the way

Australia creates, collects and recovers product packaging,

and are an important step on Australia’s journey towards a

circular economy for packaging.

The targets are overseen by the Australian Packaging

Covenant Organisation (APCO) and, in 2021, a2MC became

a signatory to the Covenant, strengthening the Company’s

long-term commitment to sustainable packaging.

Being a signatory to the Covenant, a2MC is required

to report on its progress on an annual basis as well as

publishing an action plan. This covers all Australian sales

which captures a significant proportion of the Company’s

product portfolio, not only the fresh milk products

produced in Australia.

Sustainable disposal of excess stock

During FY21, a2MC commenced a process to dispose of

excess stock. This process is ongoing. The Company sought

opportunities to make this excess stock available for human

consumption. Donations to those in need around the world

would have been the preferred solution as the stock is still

safe for human consumption. However the Company was

restricted in its ability to do this due to challenges in various

regions. To the extent possible in different regions, excess

stock is being made available for animal consumption or

disposed of in a manner which is as sustainable as possible.

The packaging will then be further segregated into its

recyclable components and recycled.

PACKAGING

FY21 progress

—Submission of APCO annual report (March 2021)

and action plan (May 2021) to advancing packaging

sustainability outcomes

—Conducted an extensive review on recycled content

alternatives available for the packaging materials

—Investigated closed-loop recycling programmes

Next steps

—Continue to investigate and look towards

innovative packaging design for sustainable

solutions

—Execute against the APCO action plan

—Operationalise sustainable packaging initiatives

within the business

—Target setting for products sold outside of Australia

Targets

Committed to Australia’s 2025 National Packaging

Target s

MANUFACTURING

CAPITAL

NATUR AL

CAPITAL

100%

reusable, recyclable or

compostable packaging

50%

of average recycled

content included in

packaging (revised from

30% in 2020)

70%

of plastic packaging being

recycled or composted

The phase out of

problematic and

unnecessary single-use

plastics packaging

SDGs alignment

Metric

FY21FY20FY19

% of fully recyclable packaging

97.3%

95.9%95.5%

32
SUSTAINABILITY

The Company recognises that it has a

responsibility to support and contribute

to the communities in which it operates.

a2MC strives to make a difference by

helping communities thrive, supporting

organisations who are helping to create

a brighter future for children and

families, as well as the Company’s

farming communities.

Programmes are well aligned to the Company’s purpose

and are focused on proactive wellness.

a2MC has developed a community support framework

to guide how to engage, invest, and give back to the

communities where it operates, act on relevant social

issues, and contribute to programmes that employees are

passionate about.

Support takes the form of funds and product donations to

help communities survive and thrive. As a business founded

in innovation, a2MC also believes that science plays an

essential role in enhancing the health and wellbeing of

communities over time.

FY21 support

The Company supported the following

organisations in FY21:

SUPPORTING

COMMUNITIES

SOCIAL

CAPITAL

INTELLECTUAL

CAPITAL

Community engagement and investment programme framework

SDGs alignment

Child and parent

wellbeing

Helping farming

communities be

their best

Give back to

those in need

1.2.3.

4.

Foster inclusion and diversity

—Proactive wellness for children

& families

—Research to investigate good

nutrition impact on health

outcomes

—Supporting a ‘connected’

community

—Mental wellbeing support

—Support physical health and

active lifestyle

—Product donations

—Disaster/incident support for

communities

New Zealand

—Cure Kids

—KidsCan

China

—International

Women’s Day

(as well as Australia

and New Zealand)

USA

—Feeding America

Australia

—Foodbank – financial

donation and product

donation

—Landcare farmer grant

programme

—The Song Room

—Norco Farms flooding

support

THE a
2 MILK COMPANY ANNUAL REPORT 2021

33

COMMUNITY SPOTLIGHT

SPOTLIGHT

Foodbank (Australia)

The a2 Milk Company has supported Foodbank with

fresh milk product donations in New South Wales

and Victoria since 2015, scaling up support in times of

heightened need.

In FY21 a2MC formalised the partnership, becoming

a Foodbank National Donor Partner. In FY21 a2MC

product donations totalled 240,219 kgs, which is the

equivalent of 432,830 meals distributed to people

in need.

In FY22 a2MC will be increasing its support with

Foodbank in a more proactive way, with sponsorship

of their School Breakfast Programme. This is a new

partnership and aims to assist indigenous school children

to have greater access to breakfast.

Foodbank Rumbling Tummies Report 2018 found that

1 in 5 Australian children experience food insecurity,

and that children’s concentration levels, engagement in

class activities and school performance improved as a

result of receiving food assistance. The a2MC team are

all very proud of the partnership with Foodbank and its

alignment with the Company’s values.

SPOTLIGHT

Cure Kids

Cure Kids is the largest funder of child health research

in New Zealand after the government.

The a2 Milk Company is proud to have supported

Cure Kids Professorial Chair, Andrew Day, over

the past two years to research digestive health for

children, with a special focus on coeliac disease and

irritable bowel disease.

In FY21, a2MC also made a significant donation to

Cure Kids’ Elliott-Caughey 50th Anniversary Fund.

The funding will contribute to a multifactorial research

consortium effort into the prevention, diagnosis and

treatment of Rheumatic Fever and Rheumatic Heart

Disease in NZ children.

This is a continuation of research support from a2MC

into children’s health and nutrition.

$200k

donated to Cure Kids

towards research

240,219kgs

of product donations to

people in need in FY21

Equivalent to

432,830

meals

Next steps

China

In FY22 in China, a2MC will be helping parents and children

to thrive. The Company will be supporting school children

with nutrition stations and product donations – ensuring

they have good nutrition to help drive better educational

outcomes in rural communities.

For families, a2MC will be working with nutritionists

to develop customised health care plans and donating

milk powder products. This will help provide education

and support to parents in rural communities and urban

impoverished communities.

United States

Aligned with helping children thrive, in early FY22, the

USA team is partnering with Feed the Children to send

children back to school with confidence. The Company is

donating 10% of every carton sold between 9 August and

2 September 2021 up to $100,000, to providing food and

supplies to school children, giving children what they need

to do and be their best.

34
SUSTAINABILITY

RISK

MANAGEMENT

Sources of risk (or risks associated with...)How we are responding

The ongoing impacts from the COVID-19 global

pandemic

COVID-19 has caused unprecedented social and economic

disruption globally. Until the pandemic is contained, the business

remains exposed to a number of ongoing risks, including:

–a weakened global economy – characterised by elevated levels

of unemployment and reduced disposable income – resulting

in disruptions to consumer buying patterns and/or softening

consumer demands in key markets;

–demographic impacts (including reduction in birth-rates) in key

markets resulting in reduced demand for a2MC’s infant nutrition

products;

–disruptions to sales channels – including the effect of ongoing travel

restrictions on reseller channels between Australia and China; and

–recurring waves of infection and/or emergence of more virulent

strains of COVID-19 through key markets of Australia, New Zealand,

China and the US, which could result in future disruptions to supply

chains, retail trading conditions, consumer buying patterns and

sales growth in these markets.

Notwithstanding the significant business disruption caused by COVID-19 to date, management remains focused on a number of key

initiatives to minimise the impact of COVID-19 on business performance, including:

–the adoption of robust infection control protocols in line with all relevant government requirements, particularly across our

manufacturing facilities;

–flexible working arrangements for staff combined with enhanced remote working technologies;

–continued close cooperation with Synlait Milk to maintain continuity of infant milk nutrition supply, and third-party suppliers in Australia

and the US to maintain continuity of liquid milk supply;

–enhanced inventory surveillance and reporting to maintain stock control through the supply chain; and

–continued strong investment in brand to grow share in core markets including an agile approach to the execution of sales and

marketing programmes, adjusting where appropriate to reflect shifts in consumer buying patterns and channel dynamics.

The sale of nutritional food products

a2MC supplies food products for human consumption, including

complex nutritional products for consumption by infants and

children. As a result, the Company is inherently exposed to potential

product quality, food safety and/or food integrity events (including

counterfeiting or tampering) that may cause injury to consumers,

disruption to business activities, and overall damage to the

Company’s brand and reputation.

The Company has a range of product quality and food safety systems, protocols and technologies in place to minimise risk in this area,

including:

–food safety and quality management systems;

–high-quality third-party manufacturing partners;

–positive release protocols (comprehensive testing of product quality and protein integrity prior to the release of finished product);

–testing of distributed products in selected markets;

–employment of product innovation and technology to improve product security e.g. tamper-evident lids;

–implementation of a new traceability system;

–product recall and crisis management systems; and

–consumer support systems.

Increasing competitive intensity

a2MC has experienced significant growth in recent years, driven

predominantly by the success of its liquid milk businesses in Australia

and the US, and its infant nutrition businesses in Australia and China.

As a result, the Company is inherently exposed to:

–increasing competitive intensity, which could lead to an erosion of

a2MC’s market share positions in core markets; and

–potential infringements of our intellectual property rights resulting

from third-party conduct or claims against such IP, which may lead

to protracted litigation and/or erosion of our brand assets.

The Company’s strategic growth priorities seek to ensure it remains competitive and continues to deliver long-term growth in existing

and new markets. The Company’s strategic growth priorities are aided by:

–significant and ongoing investment in brand building activities globally;

–new and unique product offerings in selected markets;

–continued investment in developing and further broadening the Company’s trademark and patent portfolio including building exclusivity

in trademarks in existing and future markets and expansion of the Company’s suite of patent families;

–monitoring of third-party IP applications and activity;

–monitoring infringement of the Company’s IP and taking action to protect it; and

–documenting and embedding proprietary know-how across systems and processes.

Doing business in international markets

Due to the Company’s expanding footprint, it is exposed to various

risks associated with conducting business in international markets

including in Australia, China and the US. As a result, the Company

is inherently exposed to:

–changing macro trends (including demographic, economic and

social trends), which can impact the size of addressable markets

and/or the complexity of operating within those markets;

–dynamic geopolitical and regulatory environments in which

government actions influence or restrict international trade in

products and/or channels to market. This can occur through the

use of tariffs, quotas, price controls, taxes and non-tariff barriers

such as product registrations, competition and consumer laws;

–product compliance events, including the risk of (i) a failure to

renew the SAMR product registration

1

for China label infant

nutrition beyond its expiry in September 2022 and (ii) costs

associated with ongoing product compliance;

–fluctuations in foreign currency exchange rates; and

–geographically dispersed management teams.

The Company’s efforts to effectively navigate the complexities of international markets are supported by:

–strong investment in brand to support share growth in the face of evolving macro trends;

–ongoing investment in strategic advisory services to strengthen the Company’s understanding of medium and long-term trends, and to

inform its strategic planning;

–strong understanding of local standards, regulations and guidelines combined with sophisticated expert monitoring of evolving

regulatory requirements in all markets in which we operate;

–close partnership with infant nutrition manufacturer, Synlait Milk, which holds:

–GACC

2

registration for its Dunsandel manufacturing facility, allowing canned infant nutrition to be exported to China; and

–SAMR product registration for the importation of the Company’s China label infant nutrition through to September 2022;

–strong strategic partnerships with Chinese state-owned entities, as detailed in ‘Reliance on strategic partnerships’ below;

–a multi-product, multi-channel route to market strategy for the sale of infant nutrition into China;

–a treasury management function responsible for oversight and monitoring of foreign currency exposures; and

–strong and experienced local management teams in core markets of Australia, China and the US with frequent engagement between

these teams and senior leadership.

Risk management is an essential part of

growing and developing a sustainable business.

Effective risk management anticipates risk and develops

strategies to manage potential risk events, helping to drive

informed and consistent decision making and effective and

efficient allocation of capital and resources. The Company’s risk

management programme assists it in identifying, assessing,

monitoring and managing business risk, and recognising

material changes to its risk profile.

The Risk Management Policy outlines the programme the

Company has implemented to deliver appropriate risk

management within its processes, systems and culture.

A copy of the Risk Management Policy is available at

https://thea2milkcompany.com/corporate-governance.

Responding to challenging trading

conditions during FY21

During the year, the COVID-19 global pandemic (COVID-19)

continued to drive unprecedented levels of uncertainty and

volatility, which significantly impacted markets in which the

Company trades and consequently the performance of both

a2MC and many of its competitors.

The Company’s infant nutrition category was materially impacted

by COVID-19, particularly in terms of disruption in the daigou/

reseller, ANZ retail and cross border e-commerce (CBEC)

channels, which had a negative impact on sales and ultimately

led to excess channel inventory. The Company’s understanding

of channel inventory was exacerbated by difficulties with

visibility, particularly over third-party inventory levels.

Following a Board-initiated comprehensive review of inventory

by management, aggressive action was taken to address the

particular challenges associated with channel inventory. This

has included a rebalancing of inventory levels by reducing sell-in

to the daigou/reseller, CBEC and China label channels, along

with actions to improve the dating of inventory held by

customers and distributors. These actions are proving to be

effective with early signs of price stabilisation in the CBEC

channel and some recovery in the daigou/reseller channel.

The Company has enhanced its inventory management systems

in response to the challenges experienced during FY21. The

Company is also exploring options to implement additional

systems and processes to improve channel inventory visibility

and demand and supply planning.

Identifying and responding to risk

The Company’s risk assessment programme begins with the

identification of key sources of risk relevant to its business

activities. This approach facilitates a comprehensive assessment

of potential risk events and allows appropriate management

strategies to be subsequently employed to deliver appropriate

risk management within the Company’s systems and culture.

The following table identifies significant sources of risk for the

business, including key economic, environmental and social risks

with the potential to materially impact the Company’s ability to

achieve its objectives. It also summarises how the Company is

responding to those risks.

THE a
2 MILK COMPANY ANNUAL REPORT 2021

35

Sources of risk (or risks associated with...)How we are responding

The ongoing impacts from the COVID-19 global

pandemic

COVID-19 has caused unprecedented social and economic

disruption globally. Until the pandemic is contained, the business

remains exposed to a number of ongoing risks, including:

–a weakened global economy – characterised by elevated levels

of unemployment and reduced disposable income – resulting

in disruptions to consumer buying patterns and/or softening

consumer demands in key markets;

–demographic impacts (including reduction in birth-rates) in key

markets resulting in reduced demand for a2MC’s infant nutrition

products;

–disruptions to sales channels – including the effect of ongoing travel

restrictions on reseller channels between Australia and China; and

–recurring waves of infection and/or emergence of more virulent

strains of COVID-19 through key markets of Australia, New Zealand,

China and the US, which could result in future disruptions to supply

chains, retail trading conditions, consumer buying patterns and

sales growth in these markets.

Notwithstanding the significant business disruption caused by COVID-19 to date, management remains focused on a number of key

initiatives to minimise the impact of COVID-19 on business performance, including:

–the adoption of robust infection control protocols in line with all relevant government requirements, particularly across our

manufacturing facilities;

–flexible working arrangements for staff combined with enhanced remote working technologies;

–continued close cooperation with Synlait Milk to maintain continuity of infant milk nutrition supply, and third-party suppliers in Australia

and the US to maintain continuity of liquid milk supply;

–enhanced inventory surveillance and reporting to maintain stock control through the supply chain; and

–continued strong investment in brand to grow share in core markets including an agile approach to the execution of sales and

marketing programmes, adjusting where appropriate to reflect shifts in consumer buying patterns and channel dynamics.

The sale of nutritional food products

a2MC supplies food products for human consumption, including

complex nutritional products for consumption by infants and

children. As a result, the Company is inherently exposed to potential

product quality, food safety and/or food integrity events (including

counterfeiting or tampering) that may cause injury to consumers,

disruption to business activities, and overall damage to the

Company’s brand and reputation.

The Company has a range of product quality and food safety systems, protocols and technologies in place to minimise risk in this area,

including:

–food safety and quality management systems;

–high-quality third-party manufacturing partners;

–positive release protocols (comprehensive testing of product quality and protein integrity prior to the release of finished product);

–testing of distributed products in selected markets;

–employment of product innovation and technology to improve product security e.g. tamper-evident lids;

–implementation of a new traceability system;

–product recall and crisis management systems; and

–consumer support systems.

Increasing competitive intensity

a2MC has experienced significant growth in recent years, driven

predominantly by the success of its liquid milk businesses in Australia

and the US, and its infant nutrition businesses in Australia and China.

As a result, the Company is inherently exposed to:

–increasing competitive intensity, which could lead to an erosion of

a2MC’s market share positions in core markets; and

–potential infringements of our intellectual property rights resulting

from third-party conduct or claims against such IP, which may lead

to protracted litigation and/or erosion of our brand assets.

The Company’s strategic growth priorities seek to ensure it remains competitive and continues to deliver long-term growth in existing

and new markets. The Company’s strategic growth priorities are aided by:

–significant and ongoing investment in brand building activities globally;

–new and unique product offerings in selected markets;

–continued investment in developing and further broadening the Company’s trademark and patent portfolio including building exclusivity

in trademarks in existing and future markets and expansion of the Company’s suite of patent families;

–monitoring of third-party IP applications and activity;

–monitoring infringement of the Company’s IP and taking action to protect it; and

–documenting and embedding proprietary know-how across systems and processes.

Doing business in international markets

Due to the Company’s expanding footprint, it is exposed to various

risks associated with conducting business in international markets

including in Australia, China and the US. As a result, the Company

is inherently exposed to:

–changing macro trends (including demographic, economic and

social trends), which can impact the size of addressable markets

and/or the complexity of operating within those markets;

–dynamic geopolitical and regulatory environments in which

government actions influence or restrict international trade in

products and/or channels to market. This can occur through the

use of tariffs, quotas, price controls, taxes and non-tariff barriers

such as product registrations, competition and consumer laws;

–product compliance events, including the risk of (i) a failure to

renew the SAMR product registration

1

for China label infant

nutrition beyond its expiry in September 2022 and (ii) costs

associated with ongoing product compliance;

–fluctuations in foreign currency exchange rates; and

–geographically dispersed management teams.

The Company’s efforts to effectively navigate the complexities of international markets are supported by:

–strong investment in brand to support share growth in the face of evolving macro trends;

–ongoing investment in strategic advisory services to strengthen the Company’s understanding of medium and long-term trends, and to

inform its strategic planning;

–strong understanding of local standards, regulations and guidelines combined with sophisticated expert monitoring of evolving

regulatory requirements in all markets in which we operate;

–close partnership with infant nutrition manufacturer, Synlait Milk, which holds:

–GACC

2

registration for its Dunsandel manufacturing facility, allowing canned infant nutrition to be exported to China; and

–SAMR product registration for the importation of the Company’s China label infant nutrition through to September 2022;

–strong strategic partnerships with Chinese state-owned entities, as detailed in ‘Reliance on strategic partnerships’ below;

–a multi-product, multi-channel route to market strategy for the sale of infant nutrition into China;

–a treasury management function responsible for oversight and monitoring of foreign currency exposures; and

–strong and experienced local management teams in core markets of Australia, China and the US with frequent engagement between

these teams and senior leadership.

1 Registration achieved by Synlait Milk and given by China’s State Administration of Market Regulation (SAMR) in September 2017 for the Company’s China

label infant nutrition. SAMR requires registration to be held in the name of the manufacturer as opposed to the brand owner.

2 General Administration of Customs of the People’s Republic of China.

36
SUSTAINABILITY

Sources of risk (or risks associated with...)How we are responding

Reliance on strategic partnerships

The Company’s success has been underpinned by key relationships with strategic partners, including key supply and distribution

partners. As a result, the business is inherently exposed to the operations of key partners changing in a material and adverse way, or

as the result of one or more partners reducing their support for a2MC. This could impact the Company’s ability to maintain supply to

its customers and maintain its position in existing markets or enter new markets.

Potential exposures are mitigated through the proactive management of partner relationships centred on shared long-term value

creation, which includes:

–a focus on developing strong, ethical, long-term commercial relationships with multiple supply chain partners in different geographic

locations;

–due diligence on supply chain partners before entering into commercial agreements;

–long-term partnership with dairy nutritionals manufacturer, Synlait Milk, governed by a formal manufacturing agreement, and

complemented by the Company’s equity interest in Synlait Milk;

–a strategic relationship with Fonterra Co-operative Group Limited, providing alternative supply opportunities;

–a strong partnership with China State Farm Holding Shanghai Co., Ltd (CSF), a2MC’s exclusive import agent for its China label products;

–a controlling 75% interest in Mataura Valley Milk (MVM) (from 30 July 2021) to support the growth of the Company’s nutritionals

business, provide supplier and geographic diversification, and strengthen its relationship with key partners in China (including China

Animal Husbandry Group);

–contracts providing access to milk pools that exceed the Company’s current usage requirements; and

–multiple milk processors contracted in Australia and the US, mitigating reliance on a single processor in these regions.

Climate change and reliance on natural resources

As a business that is heavily dependent on agricultural inputs, a2MC is exposed to short, medium and long-term climate and

environmental risks. These include both supply and demand side risks including:

–physical risks resulting from acute and chronic changes in climate. The productivity of a2MC’s agricultural base could be impacted by

changes in temperature and rainfall resulting from climate change, generating potential supply chain disruptions or greater volatility

in input costs;

–transition risks resulting from regulatory or market pressures associated with on-farm emissions. On-farm emissions account for 78%

of a2MC’s GHG emissions footprint. These emissions could be exposed to carbon pricing, generating increased input costs or shifts

in consumer preferences due to growing environmental concerns; and

–other environmental risks such as deforestation, animal disease outbreak, biodiversity impacts, soil and air quality impacts, water use

and animal welfare. The growth of conscious consumerism and increasing expectations around the environmental responsibility of

consumer products means that exposure to these risks could negatively affect the Company’s brand reputation. This is particularly

significant as demands for transparency around these issues increase and supply chains come under greater scrutiny.

The Company is responding to growing demands for transparency by integrating the recommendations of the Task Force on Climate-

related Financial Disclosures (TCFD) into its strategic planning and risk management processes, with the intention of adopting the full

TCFD disclosure by the end of FY22. More information regarding climate impact on page 28.

The Company is managing its exposure to climate and environmental risks by:

–assessing baselines and short, medium and long-term targets

3

across GHG emissions, energy and water consumption, waste-to-landfill

and product packaging within the Company’s direct operations and supply chain;

–building long-term supply arrangements with partners, promoting positive environmental and social sustainability activities and

initiatives and targeting the implementation of environmental plans on all supplying farms by the end of 2023;

–sourcing milk from diversified milk pools within New Zealand, Australia and the US and incorporating climate impacts into future

sourcing strategies;

–sourcing milk from farms in close proximity to the Company’s processing facilities wherever practicable, reducing the need to transport

milk over long distances from other areas;

–implementing a best practice globally certified animal welfare standard across a2MC’s operations, aligned to the Five Freedoms

Framework and Animal Welfare Aims; and

–investing directly in emissions reduction initiatives to help mitigate climate change.

Reliance on talent and culture

The Company relies on the talent of its people and the effectiveness of its culture for success. Therefore, keeping its people safe and

engaged is a top priority. The competitive nature of the employment market also contributes to risks associated with managing the

Company’s talent and culture:

–actual or potential harm to all team members and other persons at the workplace (including from non-compliance with applicable

laws and regulations). In addition to any harm itself, this could also result in financial penalties, drop in team morale and productivity,

increased insurance costs and damage to the Company’s reputation;

–loss of key management personnel, in addition to the potential loss of their teams, could also have a material effect on the

Company’s operating and financial performance;

–resource constraints resulting from business demands out-pacing talent acquisition; and

–building organisational capability through the recruitment of external hires carries with it the potential for transition risk.

The Company is committed to the safety of its people and has established systems and processes, based on its understanding of global

practices, to identify, control, report, investigate and monitor health (including mental wellbeing) and safety risks across the business.

Believing that well-managed, engaged and effective teams create long-term business success, the Company’s efforts are aided by:

–a rigorous recruitment and selection process, followed by thorough induction and onboarding;

–an effective employee retention strategy combining both short and long-term financial incentives with career development

opportunities to motivate and engage key personnel;

–a series of bespoke wellbeing webinars designed to provide employees with practical strategies to navigate challenges and build

resilience, including through extended periods of working from home;

–strong core values – bold passion, pioneering spirit, humility, respect and integrity – which assist both the Company and employees in

achieving their goals;

–increasing the depth and capability of the management pool to support future growth;

–succession planning to ensure continuity of knowledge, skills and experience; and

–alignment of remuneration with a2MC’s values, objectives and risk tolerances.

Rapid change in information technology (IT)

The rapid change in IT provides both opportunities and risks. Incidents of cyber-attack and the release of data have become an

increasing threat for all companies. The cyber security and data environment is continuously evolving and, as a result, we are

inherently exposed to inadequate IT security leading to a compromise of the Company’s IT systems and potential data theft, data loss

or corruption. Such a compromise could result in economic or reputational loss.

The Company remains focused on further strengthening its governance, processes and technology controls to protect the integrity and

privacy of data and maintain compliance with regulatory requirements.

The recent implementation of new enterprise resource planning (ERP) software will improve the overall IT architecture and reduce the

number of applications in use across the business, allowing the protection protocols in place to be streamlined.

The Company continues to build its cyber resourcing capability and improve its cyber security systems and protections, including

restricting access to sensitive data, conducting regionally-specific cyber security audits, implementing more sophisticated cyber

tracking and monitoring tools and maintaining cyber security insurance.

a2MC has also identified the need to complete third-party cyber risk reviews and is currently agreeing scope and timing with identified

parties.

RISK

MANAGEMENT

THE a
2 MILK COMPANY ANNUAL REPORT 2021

37

Sources of risk (or risks associated with...)How we are responding

Reliance on strategic partnerships

The Company’s success has been underpinned by key relationships with strategic partners, including key supply and distribution

partners. As a result, the business is inherently exposed to the operations of key partners changing in a material and adverse way, or

as the result of one or more partners reducing their support for a2MC. This could impact the Company’s ability to maintain supply to

its customers and maintain its position in existing markets or enter new markets.

Potential exposures are mitigated through the proactive management of partner relationships centred on shared long-term value

creation, which includes:

–a focus on developing strong, ethical, long-term commercial relationships with multiple supply chain partners in different geographic

locations;

–due diligence on supply chain partners before entering into commercial agreements;

–long-term partnership with dairy nutritionals manufacturer, Synlait Milk, governed by a formal manufacturing agreement, and

complemented by the Company’s equity interest in Synlait Milk;

–a strategic relationship with Fonterra Co-operative Group Limited, providing alternative supply opportunities;

–a strong partnership with China State Farm Holding Shanghai Co., Ltd (CSF), a2MC’s exclusive import agent for its China label products;

–a controlling 75% interest in Mataura Valley Milk (MVM) (from 30 July 2021) to support the growth of the Company’s nutritionals

business, provide supplier and geographic diversification, and strengthen its relationship with key partners in China (including China

Animal Husbandry Group);

–contracts providing access to milk pools that exceed the Company’s current usage requirements; and

–multiple milk processors contracted in Australia and the US, mitigating reliance on a single processor in these regions.

Climate change and reliance on natural resources

As a business that is heavily dependent on agricultural inputs, a2MC is exposed to short, medium and long-term climate and

environmental risks. These include both supply and demand side risks including:

–physical risks resulting from acute and chronic changes in climate. The productivity of a2MC’s agricultural base could be impacted by

changes in temperature and rainfall resulting from climate change, generating potential supply chain disruptions or greater volatility

in input costs;

–transition risks resulting from regulatory or market pressures associated with on-farm emissions. On-farm emissions account for 78%

of a2MC’s GHG emissions footprint. These emissions could be exposed to carbon pricing, generating increased input costs or shifts

in consumer preferences due to growing environmental concerns; and

–other environmental risks such as deforestation, animal disease outbreak, biodiversity impacts, soil and air quality impacts, water use

and animal welfare. The growth of conscious consumerism and increasing expectations around the environmental responsibility of

consumer products means that exposure to these risks could negatively affect the Company’s brand reputation. This is particularly

significant as demands for transparency around these issues increase and supply chains come under greater scrutiny.

The Company is responding to growing demands for transparency by integrating the recommendations of the Task Force on Climate-

related Financial Disclosures (TCFD) into its strategic planning and risk management processes, with the intention of adopting the full

TCFD disclosure by the end of FY22. More information regarding climate impact on page 28.

The Company is managing its exposure to climate and environmental risks by:

–assessing baselines and short, medium and long-term targets

3

across GHG emissions, energy and water consumption, waste-to-landfill

and product packaging within the Company’s direct operations and supply chain;

–building long-term supply arrangements with partners, promoting positive environmental and social sustainability activities and

initiatives and targeting the implementation of environmental plans on all supplying farms by the end of 2023;

–sourcing milk from diversified milk pools within New Zealand, Australia and the US and incorporating climate impacts into future

sourcing strategies;

–sourcing milk from farms in close proximity to the Company’s processing facilities wherever practicable, reducing the need to transport

milk over long distances from other areas;

–implementing a best practice globally certified animal welfare standard across a2MC’s operations, aligned to the Five Freedoms

Framework and Animal Welfare Aims; and

–investing directly in emissions reduction initiatives to help mitigate climate change.

Reliance on talent and culture

The Company relies on the talent of its people and the effectiveness of its culture for success. Therefore, keeping its people safe and

engaged is a top priority. The competitive nature of the employment market also contributes to risks associated with managing the

Company’s talent and culture:

–actual or potential harm to all team members and other persons at the workplace (including from non-compliance with applicable

laws and regulations). In addition to any harm itself, this could also result in financial penalties, drop in team morale and productivity,

increased insurance costs and damage to the Company’s reputation;

–loss of key management personnel, in addition to the potential loss of their teams, could also have a material effect on the

Company’s operating and financial performance;

–resource constraints resulting from business demands out-pacing talent acquisition; and

–building organisational capability through the recruitment of external hires carries with it the potential for transition risk.

The Company is committed to the safety of its people and has established systems and processes, based on its understanding of global

practices, to identify, control, report, investigate and monitor health (including mental wellbeing) and safety risks across the business.

Believing that well-managed, engaged and effective teams create long-term business success, the Company’s efforts are aided by:

–a rigorous recruitment and selection process, followed by thorough induction and onboarding;

–an effective employee retention strategy combining both short and long-term financial incentives with career development

opportunities to motivate and engage key personnel;

–a series of bespoke wellbeing webinars designed to provide employees with practical strategies to navigate challenges and build

resilience, including through extended periods of working from home;

–strong core values – bold passion, pioneering spirit, humility, respect and integrity – which assist both the Company and employees in

achieving their goals;

–increasing the depth and capability of the management pool to support future growth;

–succession planning to ensure continuity of knowledge, skills and experience; and

–alignment of remuneration with a2MC’s values, objectives and risk tolerances.

Rapid change in information technology (IT)

The rapid change in IT provides both opportunities and risks. Incidents of cyber-attack and the release of data have become an

increasing threat for all companies. The cyber security and data environment is continuously evolving and, as a result, we are

inherently exposed to inadequate IT security leading to a compromise of the Company’s IT systems and potential data theft, data loss

or corruption. Such a compromise could result in economic or reputational loss.

The Company remains focused on further strengthening its governance, processes and technology controls to protect the integrity and

privacy of data and maintain compliance with regulatory requirements.

The recent implementation of new enterprise resource planning (ERP) software will improve the overall IT architecture and reduce the

number of applications in use across the business, allowing the protection protocols in place to be streamlined.

The Company continues to build its cyber resourcing capability and improve its cyber security systems and protections, including

restricting access to sensitive data, conducting regionally-specific cyber security audits, implementing more sophisticated cyber

tracking and monitoring tools and maintaining cyber security insurance.

a2MC has also identified the need to complete third-party cyber risk reviews and is currently agreeing scope and timing with identified

parties.

3 The Company is currently in the process of determining targets to manage climate-related risks and opportunities, in line with the

recommendations of the TCFD framework.

GOVER NANCE
CORPORATE

38

GOVER NANCE
CONTENTS

Directors 40

Executive Leadership Team 42

Governance 44

Remuneration 48

THE a

2 MILK COMPANY ANNUAL REPORT 2021

39

DIRECTORS
David Hearn

Chair and

Non-Executive Director

Master of Arts

Julia Hoare

Deputy Chair and Independent,

Non-Executive Director

Bachelor of Commerce, FCA,

Chartered Member of the Institute

of Directors (NZ)

David Bortolussi

Managing Director and CEO

Bachelor of Commerce

(University of Melbourne), FCA, F FIN,

Member of the Australian Institute of

Company Directors (MAICD)

Warwick Every-Burns

Independent,

Non-Executive Director

Advanced Management Program

(Harvard)

Pip Greenwood

Independent,

Non-Executive Director

Bachelor of Laws

(LL.B.), University of Canterbury (NZ)

Bessie Lee

Independent,

Non-Executive Director

Master of Science (Illinois State

University)

Director since February 2014Director since November 2013Director since February 2021Director since August 2016Director since July 2019Director since February 2021

David has been a director of the Company

since 5 February 2014, and Chair since 30

March 2015. He is also a member of the

Nomination Committee.

David has deep experience and skills

in executive management, sales and

marketing and strategy development in

fast moving consumer goods (FMCG) in

international markets. He has held senior

executive roles including Chief Executive

Officer or Managing Director roles for

FMCG companies including Goodman

Fielder Limited, UB Snack Foods Europe/

Asia, Pepsico foods Europe, Del Monte

UK, Smith’s Crisps and for the marketing

services group, Cordiant Communications

Group.

In addition to his Company directorship,

David is also Chairman of SafeStore

Holdings plc (a UK FTSE listed company)

and Lovat Partners Limited.

David resides in the United Kingdom.

Julia has been a director of the Company

since 19 November 2013, and Deputy

Chair since 30 March 2015. She is also

Chair of the Audit and Risk Management

Committee and a member of the

Nomination Committee.

Prior to joining the Board, Julia had

extensive chartered accounting experience

in Australia, the UK and New Zealand and

was a partner with PwC NZ for 20 years.

She was a member of the New Zealand

External Reporting Advisory Panel from

2013 to 2021, a body designed to

support the standard setting process

of the New Zealand External Reporting

Board. She was also a member of The

New Zealand Sustainable Finance Forum

Leadership Group which released the

Roadmap for Action Final Report in

November 2020, the aim of which is to

identify genuine, practical ways to ensure

the financial system is supporting and not

hindering the economic transition required

for New Zealand to meet its international

commitments under the Paris Agreement

Sustainable Development Goals.

In addition to her Company directorship,

Julia is a director of Port of Tauranga

Limited, Auckland International Airport

Limited and Meridian Energy Limited. She

is also the President of the New Zealand

Institute of Directors.

Julia resides in New Zealand.

David joined the Company in February

2021 from his most recent 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 US.

David resides in Australia.

Warwick has been a director of the

Company since 23 August 2016.

He is also Chair of the People and

Remuneration Committee and a member

of the Audit and Risk Management

Committee.

Warwick has been a career Consumer

Packaged Goods (CPG) executive of global

scale. His executive roles have included

a career with The Clorox Company

of the USA as Senior Vice President,

International, based in the USA and

prior to that as VP Asia Pacific. His earlier

roles included Managing Director of

NationalPak Limited (the Glad Products

Company ultimately acquired by Clorox)

and a long career with Unilever plc where

he was based in Australia. Warwick is

a Non-Executive Director of one of the

leading international wine companies, the

ASX listed Treasury Wine Estates Limited.

Warwick resides in Australia.

Pip has been a director of the Company

since 1 July 2019. She is also Chair of the

Nomination Committee and a member of

the People and Remuneration Committee.

Currently Pip is also a director on the

boards of Westpac New Zealand, Spark

New Zealand, Fisher & Paykel Healthcare

and Vulcan Steel. She was previously

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 field of corporate

law and 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

2018, 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.

Bessie Lee has been a director of the

Company since 26 February 2021 and sits

on both the Audit and Risk Management

Committee and the People and

Remuneration Committee.

Bessie is a highly regarded company

director and an expert, especially in

digital marketing and innovative data

management in China, with a diversity of

experience. She is a director on the boards

of Electrocomponents and Abcam. She

was also previously a director at Ecovacs

Robotics.

Bessie founded Withinlink Limited in 2015

where she continues to focus on investing

and incubating marketing technology

start-ups in China, several of which have

listed in the past few years.

Bessie was previously the CEO of WPP

China, the world’s leading marketing

communications group, focusing on

mergers and acquisitions, senior client

relations and government relations. Bessie

is the recipient of numerous industry

awards, including being named The Most

Innovative Person in Business in 2019 by

the International Entrepreneurs, Creatives

and Innovators Association (IECIA).

Bessie resides in China.

CORPORATE GOVERNANCE

40

David Hearn
Chair and

Non-Executive Director

Master of Arts

Julia Hoare

Deputy Chair and Independent,

Non-Executive Director

Bachelor of Commerce, FCA,

Chartered Member of the Institute

of Directors (NZ)

David Bortolussi

Managing Director and CEO

Bachelor of Commerce

(University of Melbourne), FCA, F FIN,

Member of the Australian Institute of

Company Directors (MAICD)

Warwick Every-Burns

Independent,

Non-Executive Director

Advanced Management Program

(Harvard)

Pip Greenwood

Independent,

Non-Executive Director

Bachelor of Laws

(LL.B.), University of Canterbury (NZ)

Bessie Lee

Independent,

Non-Executive Director

Master of Science (Illinois State

University)

Director since February 2014Director since November 2013Director since February 2021Director since August 2016Director since July 2019Director since February 2021

David has been a director of the Company

since 5 February 2014, and Chair since 30

March 2015. He is also a member of the

Nomination Committee.

David has deep experience and skills

in executive management, sales and

marketing and strategy development in

fast moving consumer goods (FMCG) in

international markets. He has held senior

executive roles including Chief Executive

Officer or Managing Director roles for

FMCG companies including Goodman

Fielder Limited, UB Snack Foods Europe/

Asia, Pepsico foods Europe, Del Monte

UK, Smith’s Crisps and for the marketing

services group, Cordiant Communications

Group.

In addition to his Company directorship,

David is also Chairman of SafeStore

Holdings plc (a UK FTSE listed company)

and Lovat Partners Limited.

David resides in the United Kingdom.

Julia has been a director of the Company

since 19 November 2013, and Deputy

Chair since 30 March 2015. She is also

Chair of the Audit and Risk Management

Committee and a member of the

Nomination Committee.

Prior to joining the Board, Julia had

extensive chartered accounting experience

in Australia, the UK and New Zealand and

was a partner with PwC NZ for 20 years.

She was a member of the New Zealand

External Reporting Advisory Panel from

2013 to 2021, a body designed to

support the standard setting process

of the New Zealand External Reporting

Board. She was also a member of The

New Zealand Sustainable Finance Forum

Leadership Group which released the

Roadmap for Action Final Report in

November 2020, the aim of which is to

identify genuine, practical ways to ensure

the financial system is supporting and not

hindering the economic transition required

for New Zealand to meet its international

commitments under the Paris Agreement

Sustainable Development Goals.

In addition to her Company directorship,

Julia is a director of Port of Tauranga

Limited, Auckland International Airport

Limited and Meridian Energy Limited. She

is also the President of the New Zealand

Institute of Directors.

Julia resides in New Zealand.

David joined the Company in February

2021 from his most recent 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 US.

David resides in Australia.

Warwick has been a director of the

Company since 23 August 2016.

He is also Chair of the People and

Remuneration Committee and a member

of the Audit and Risk Management

Committee.

Warwick has been a career Consumer

Packaged Goods (CPG) executive of global

scale. His executive roles have included

a career with The Clorox Company

of the USA as Senior Vice President,

International, based in the USA and

prior to that as VP Asia Pacific. His earlier

roles included Managing Director of

NationalPak Limited (the Glad Products

Company ultimately acquired by Clorox)

and a long career with Unilever plc where

he was based in Australia. Warwick is

a Non-Executive Director of one of the

leading international wine companies, the

ASX listed Treasury Wine Estates Limited.

Warwick resides in Australia.

Pip has been a director of the Company

since 1 July 2019. She is also Chair of the

Nomination Committee and a member of

the People and Remuneration Committee.

Currently Pip is also a director on the

boards of Westpac New Zealand, Spark

New Zealand, Fisher & Paykel Healthcare

and Vulcan Steel. She was previously

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 field of corporate

law and 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

2018, 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.

Bessie Lee has been a director of the

Company since 26 February 2021 and sits

on both the Audit and Risk Management

Committee and the People and

Remuneration Committee.

Bessie is a highly regarded company

director and an expert, especially in

digital marketing and innovative data

management in China, with a diversity of

experience. She is a director on the boards

of Electrocomponents and Abcam. She

was also previously a director at Ecovacs

Robotics.

Bessie founded Withinlink Limited in 2015

where she continues to focus on investing

and incubating marketing technology

start-ups in China, several of which have

listed in the past few years.

Bessie was previously the CEO of WPP

China, the world’s leading marketing

communications group, focusing on

mergers and acquisitions, senior client

relations and government relations. Bessie

is the recipient of numerous industry

awards, including being named The Most

Innovative Person in Business in 2019 by

the International Entrepreneurs, Creatives

and Innovators Association (IECIA).

Bessie resides in China.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

41

EXECUTIVE
LEADERSHIP TEAM

David Bortolussi

Managing Director and CEO

Bachelor of Commerce

(University of Melbourne), FCA, F FIN,

Member of the Australian Institute of

Company Directors (MAICD)

Refer to page 40 for biography.

Shareef Khan

Chief Operations Officer

Bachelor of Science, CSCP, APICS

Shareef joined the Group in June 2012.

He is responsible for all operations

including farm services, supply chain,

manufacturing, quality and regulatory

and product development across the

Group in each of our geographies.

This spans from farmers through to

distribution to our customers and

includes management of key strategic

partnerships.

Shareef has over 17 years’ senior

management experience in the dairy and

infant nutrition category. He is a qualified

supply chain professional and has

experience across a number of industries.

Eleanor Khor

Chief Strategy Officer

Bachelor of Commerce / Bachelor of

Laws (Hons), (University of Melbourne)

As Chief Strategy Officer, Eleanor is

responsible for developing corporate and

business strategy and the execution of key

growth, performance improvement and,

to the extent relevant in the future,

potential M&A, joint venture and alliance

initiatives.

Eleanor joined the Company in August

2018, bringing a diverse range of

experience, including from her time as

a corporate lawyer at Allens Linklaters, as

a management consultant at Bain & Co,

and in private equity Coast2Coast Capital.

Since joining The a2 Milk Company,

Eleanor has spent significant time working

across China and the Asia Pacific regions,

making her well placed to lead this

important function for the business.

Jaron McVicar

Chief Legal and Sustainability

Officer & Company Secretary

Bachelor of Laws

(LL.B.), (University of Otago)

Jaron joined the Group in November

2016, having already provided legal

advice to the Group over a number of

years in his previous role with a leading

New Zealand law firm.

Jaron is responsible for the Group’s legal

and science functions and in his role as

Company Secretary works closely with

the Board on governance.

Jaron’s role has recently expanded to

include leading our important

sustainability programme.

Prior to joining the Group, Jaron worked

in private practice for 15 years as a

corporate and commercial lawyer,

including seven years working in London.

Jaron is a qualified solicitor in New

Zealand and England and Wales.

Race Strauss

Chief Financial Officer

Fellow of CPA Australia (FCPA),

Bachelor of Business (Griffith

University, QLD), Executive MBA

(INSEAD, Singapore), Member of the

Australian Institute of Company

Directors (MAICD)

Race joined the Group in January 2020.

He is responsible for finance, IT and

investor relations across the Group. Race is

an experienced finance executive with a

strong packaged goods background as

well as relevant international experience,

particularly in China and other Asian

regions.

Race spent over 20 years at Unilever

where he held a variety of senior roles

including Chief Financial Officer of

Unilever Australasia and Vice President

of Finance for South East Asia and

Australasia based in Singapore.

More recently Race spent seven years

in Chief Financial Officer roles with the

Qantas Group, including at Jetstar and at

Qantas Airlines.

Janelle Tong

Chief Marketing Officer (Interim)

Bachelor of Business / Bachelor of

Laws (Hons), (University of Technology

Sydney)

Janelle joined the Company in July 2020

and has extensive experience across brand

strategy, marketing, innovation and

integrated communications, coupled with

an in-depth understanding of Asia Pacific

markets.

Janelle has held senior-level marketing

positions in leading consumer packaged

goods companies including Pepsico,

McDonald’s Corporation, British American

Tobacco and Pernod Ricard in Australia,

China, Hong Kong, South Korea and

Singapore.

Since joining the Company, Janelle has

played a key role in developing the global

direction of the brand and working with

the regional marketing teams to optimise

the marketing and communications of the

brand across our key markets.

Amanda Hart

Chief People and Culture Officer

(Commencement date 06/09/2021)

Amanda will join the Company in

September 2021 from her most recent

role as Head of Human Resources,

Australia and New Zealand, with Dyson

Appliances, having spent the past four

years with the organisation as a senior

human resources leader across several

Asia Pacific markets with a focus on

leadership development and

organisational change.

Prior to her time at Dyson Appliances,

Amanda held senior human resources

roles with Cotton On Clothing and Global

Radio.

In the Chief People & Culture Officer role,

Amanda will be responsible for driving the

people strategy and executing integrated

programmes focused on continuing to

improve the Company’s capability

building, leadership development,

employee engagement, diversity and

inclusion, and pioneering culture.

CORPORATE GOVERNANCE

42

Kevin Bush
Executive General Manager – ANZ

Bachelor of Commerce, Marketing

(Monash University), Graduate Cert.

Data Analytics (UNSW), Member of

the Australian Institute of Company

Directors (MAICD)

Kevin was appointed to the role of

Executive General Manager – ANZ in July

2021. Kevin is responsible for leading the

Company’s business in Australia and New

Zealand, focusing on continuing to grow

the liquid milk business in the near term

and evolving its strategy to realise the full

potential of the a2 Milk


brand.

Kevin previously held the role of Sales

Director – ANZ from July 2016. He was

pivotal in growing the a2 Milk


liquid milk

brand and driving increased market share.

Kevin has also overseen the successful

establishment of the a2 Platinum

®

brand

in the South Korean market and various

other business development initiatives

across the Group.

Kevin is a highly experienced sales and

marketing professional with extensive

FMCG experience across Australian and

UK markets and has held senior positions

with leading consumer goods companies

including Mars, Nestlé and McCain Foods.

Xiao Li

Chief Executive – Greater China

Bachelor of Arts in Business Admin,

English (Heilongjiang University),

Master EMBA (China Europe

International Business School)

Xiao Li joined the Group in April 2019.

Xiao Li is responsible for maximising the

significant opportunities that the Greater

China market presents for the Company,

delivering against our strategy and putting

the right capabilities in place to deliver to

these future growth opportunities.

Xiao Li has substantial experience building

successful businesses in China across a

diverse range of multinational and local

fast growth consumer driven companies

including Mars, Unilever, Nike, Burger

King China (CEO) and in his previous

position as President of Wanda Kids

Group and SVP of Wanda Group.

Bernard May

Chief Executive Officer –

Mataura Valley Milk

Cert. in Company Direction (NZ

Institute of Directors), Cert. in Food

Technology (Auckland Institute of

Technology), Cert. of Quality

Assurance (New Zealand Quality

Assurance Authority)

Bernard joined The a2 Milk Company

when it acquired a 75% share of Mataura

Valley Milk in July 2021.

Bernard is responsible for leading Mataura

Valley Milk, one of the most technically

advanced nutritional manufacturing sites

globally. Mataura Valley Milk produces

nutritional products for well-known

international brands that value quality,

reliability and expertise.

As a skilled leader with 35 years of

experience in the food and beverage

industry, Bernard has a comprehensive

knowledge of operations management,

commercial leadership, product

development and people development.

Yohan Senaratne

Executive General Manager –

International

Master of Business Administration

(Kellogg School of Management,

Northwestern University)

Yohan joined the Company in July 2021.

Yohan is responsible for leading the

Company’s cross-border export business,

primarily focused on English label IMF

products manufactured in New Zealand

and sold into China, including liquid milk

and other nutritional products. Yohan

is responsible for managing products

sold through all channels, principally via

the daigou/reseller and cross-border

e-commerce (CBEC) channels. The

International team is also responsible for

developing the Company’s business in

emerging markets.

Yohan brings capability in strategy,

marketing, sales and E-commerce, and

experience in infant milk nutrition and

adjacent categories in China.

Yohan joined the Company from his most

recent role as Sales and Marketing

Director at Bellamy’s Organic. Yohan has

also held multiple positions at Mondelez

International, including Head of

e-commerce for Australia, New Zealand

and Japan. Prior to this, Yohan worked at

ANZ Bank, focusing on retail banking

digital transformation and with strategy

consultancy LEK.

Blake Waltrip

Chief Executive – USA

BA Economics (University of California

at San Diego), Master of Business

Administration (Anderson Graduate

School of Management, UCLA)

Blake joined the Group in May 2016,

assuming the role of Chief Executive of

the USA region. Blake is responsible for

leading our Northern American liquid milk

business as well as managing our supply

chain partnerships and performance for

this region.

Blake has a strong marketing and general

management skill set. Blake was

previously the CEO of Quinoa Corporation

Inc, (The Ancient Harvest Brand) based in

Boulder, Colorado.

His previous roles have included VP and

CMO of the beverage division of the Hain

Celestial Group, Managing Partner of a

marketing services and strategy group,

Growth Ventures, President Americas of

Lowe Alpine, and an earlier extensive

marketing career with Nestlé USA

beverage brands.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

43

GOVERNANCE
The a2 Milk Company is committed to maintaining the

highest standards of corporate governance. The Company’s

corporate governance framework has been established to

ensure that directors, officers and employees fulfil their

functions responsibly, whilst protecting and enhancing the

interests of shareholders.

a2MC believes that good corporate governance adds to its

performance, creates shareholder value and engenders the

confidence of the investment market.

The Company’s corporate governance framework has been

developed with regard to:

—the NZX Corporate Governance Code; and

—the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations (ASX

Principles) (Fourth Edition).

For FY21, the Company’s corporate governance framework

complied with the recommendations in the NZX Corporate

Governance Code and the ASX Principles (Fourth Edition),

except where noted below.

ASX Principles

Recommendation 2.5 of the ASX Principles states that the

Chair of the Board should be an independent director and,

in particular, should not be the same person as the CEO

(recommendation 2.9 of the NZX Corporate Governance

Code recommends that where the Chair of the Board is not

independent, the Chair and CEO should be different people).

The roles of Chair and CEO are not exercised by the same

individual. From 1 July 2020 to 8 February 2021, Geoffrey

Babidge held the role of CEO (on an interim basis), and

since 8 February 2021, David Bortolussi has held the role of

Managing Director and CEO.

However, the Board did not consider the Company’s Chair,

David Hearn, to be an independent director in FY21 for the

purposes of the ASX Principles. This is because of David’s

previous limited executive role, which ceased in December

2018, under which the CEO previously had the capacity to

call on David from time to time to support the Company’s

business in Europe and the UK. David also held executive

options in prior years, which were exercised in full in FY20.

Considering his limited executive role during the first half of

FY19, the Board considered it appropriate that David should

retain his non-independent status during FY21.

David brings to the Board invaluable perspective on the

development of consumer products markets globally. The

Board is confident that he exercises an independent view

and judgement in his role as Chair and that the CEO has full

executive control and accountability in the organisation.

The Board considers there is an appropriate level of

independent view and judgement exercised by directors,

including by Julia Hoare as Deputy Chair, who is the lead

independent director.

Director independence

The Board Charter provides that the Board will, where

practicable, comprise a majority of independent directors.

Director independence is initially assessed upon each director’s

appointment and reviewed each year, or as required when a

new personal interest or conflict of interest is disclosed. For

this purpose, each director is required to bring an independent

view and judgement to the Board and to declare all actual or

potential conflicts of interest on an ongoing basis.

Any issue concerning a director’s ability to properly act as a

director must be discussed at a Board meeting as soon as

practicable, and a director may not participate in discussions

or resolutions pertaining to any matter in which the director

has a material personal interest.

In determining the independence of its directors, the

Board considers guidance for independence, set out in

the ASX Principles, the NZX Listing Rules and the NZX

Corporate Governance Code. Based on those rules and

recommendations, a director is considered to be independent

by the Board if he or she is a non-executive director and free

of any interest, position, association or relationship that could

reasonably influence, or could reasonably be perceived to

influence, in a material respect his or her capacity to bring an

independent view to decisions in relation to the Company,

or act in the best interests of the Company as a whole

rather than in the interests of an individual security holder

or other party.

Based on these measures, and the considerations discussed

on this page the Board considers that Julia Hoare, Warwick

Every-Burns, Pip Greenwood and Bessie Lee are independent

directors, and that up to his resignation on 26 February 2021,

Jesse Wu was also an independent director.

The Board will continue its practice of regularly assessing the

independence of each of its non-executive directors. Based on

the measures and considerations discussed on this page, the

Board will review David Hearn’s independence from 2022 (by

which time it will have been more than three years since David

Hearn’s previous limited executive role ceased) and any change

of status will be notified to the market at the relevant time.

CORPORATE GOVERNANCE

44

Corporate Governance Statement
The a2 Milk Company’s Corporate Governance Statement,

which is current as at 30 June 2021 and approved by the

Board, can be found at https://thea2milkcompany.com/

corporate-governance.

The a2 Milk Company’s Board

Role of the Board and delegation of authority

The Board is responsible for the overall governance and

operations of the Company, guiding the Company’s strategic

direction, monitoring risk, and overseeing the activities of

management. All issues of substance affecting the Company

are considered by the Board, with advice from external

advisers as required.

The key roles and responsibilities of the Board are set out in

the Board Charter, available on the Company’s website at

https://thea2milkcompany.com/corporate-governance. These

include matters relating to the Company’s strategic and

financial performance; executive management; audit and risk

management; strategic planning; corporate governance and

disclosure; performance evaluation; workplace health and

safety; ethical conduct; and assessing and monitoring the

effectiveness of the Company’s approach to sustainability and

the social, ethical and environmental impact of the Company’s

activities and operations.

The Board delegates certain functions to its three Committees

(Audit and Risk Management Committee, People and

Remuneration Committee, and Nomination Committee).

The diagram below illustrates a2MC’s corporate governance

framework.

Audit and Risk Management Committee (ARMC)

The principal purpose of this committee is to assist the

Board in fulfilling its corporate governance and oversight

responsibilities in relation to the Group’s risk management

and internal control systems, accounting policies and

practices, internal and external audit functions, and

corporate reporting.

People and Remuneration Committee (PRC)

This committee (formerly known as the Remuneration

Committee) assists the Board in establishing appropriate

policies for remuneration across the Group and reviews the

remuneration of the Chief Executive Officer and other senior

executives as the Board may determine. This committee’s role

is currently being expanded to include oversight over people

strategy, policies and practices.

Reporting to the Board on the progress of the implementation

of the Company’s Diversity Policy will transition across from

the Nomination Committee to this committee.

GOVERNANCE FRAMEWORK

Independent

assurance

(i)

Company

Secretary

(ii)

Executive

Leadership

Team

(v)

CEO

(iv)

Delegation and

oversight

(iii)

Delegation and

oversight

Delegation and


oversight

Accountability

and reporting

Accountability

and reporting

Accountability

and reporting

(i) Internal audit/external audit/legal and other

professional advice.

(ii) Accountability and reporting of corporate governance

and Board related matters.

(iii) Board delegates all matters except those reserved for

the Board or its committees.

(iv) Responsible for day to day operations; leads the

Executive Leadership Team.

(v) Implements strategy and business plans; directs

performance and behaviour of team.

Board of

Directors

Board


committees

(ARMC, PRC,

NOM)

THE a

2 MILK COMPANY ANNUAL REPORT 2021

45

GOVERNANCE (CONTINUED)
Nomination Committee (NOM)

This committee assists the Board by considering nominations to the Board to provide an appropriate mix of expertise, diversity,

skills and experience on the Board.

These Board committees are governed by charters detailing their specific functions and responsibilities. The charter for each

committee is reviewed by the Board annually. Copies of the committee charters are available at

https://thea2milkcompany.com/corporate-governance.

Board size, skills and structure

During FY21 the Board comprised four independent non-executive directors, with Bessie Lee replacing Jesse Wu following his

retirement on 26 February 2021, and an additional non-executive director, David Hearn. From 8 February 2021, the Managing

Director and CEO (executive director) was also a member of the Board. The Company’s constitution provides for a minimum of

four directors and a maximum of eight, of which at least two must be ordinarily resident in New Zealand to comply with the

NZX Listing Rules. Julia Hoare and Pip Greenwood are both ordinarily resident in New Zealand.

The Board has developed a board skills matrix which sets out the diversity of skills and experience that it has. The matrix, set out

in its collective form reflecting the current Board composition, is as follows:

Skills and experienceBoard

representation


(out of 6 directors)

Executive leadership – experience as a senior executive in one or more substantial commercial businesses100% (6)

Non-executive board membership – experience as a non-executive director of a number of listed or other

widely-held companies

83% (5)

Governance – experience in setting and implementing corporate governance policies, practices and standards100% (6)

Consumer products and nutritional industries – experience as a senior executive in, or as a professional

advisor to, consumer products or nutritional industry businesses

67% (4)

E-commerce – experience as a senior executive in, or as a professional advisor to, businesses engaged in

e-commerce activities

83% (5)

Food safety – technical or managerial experience relating to food, food product development and development

and/or implementation and management of safe practices for the sourcing, production, transport and

distribution of perishable foods

50% (3)

Sustainability – experience in identifying economic, social and environmentally sustainable developments, and

setting and monitoring sustainability aspirations

67% (4)

International markets – experience as a senior executive in, or as a professional advisor to, businesses that

operate outside Australia and New Zealand, particularly those international markets in which the Company

operates, and an understanding of how to succeed in different cultural, regulatory and business environments

100% (6)

Financial acumen – experience in financial accounting, taxation, external and/or internal audit and reporting33% (2)

Risk management – experience in identifying and mitigating risk100% (6)

Remuneration – experience in developing and/or implementing executive remuneration programmes, including

incentive-based remuneration

83% (5)

CORPORATE GOVERNANCE

46

Board committees
The Board’s three standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees may be

established from time to time with specific responsibilities as delegated by the Board. The composition of the committees as at,

and throughout the financial year ended 30 June 2021, was as follows:

CommitteeMembersIndependentNon-executive

Audit and Risk Management Committee

Julia Hoare (Chair)

Warwick Every-Burns

Bessie Lee (Appointed: 26 February 2021)

Jesse Wu (Resigned: 26 February 2021)









People and Remuneration CommitteeWarwick Every-Burns (Chair)

Pip Greenwood

Bessie Lee (Appointed: 26 February 2021)

Jesse Wu (Resigned: 26 February 2021)









Nomination CommitteePip Greenwood (Chair)

David Hearn

Julia Hoare







Attendance at Board and Committee meetings

Director attendance at Board and Committee meetings during FY21 is set out below.

Meetings

of the Board

Audit and Risk

Management

Committee

5

People and

Remuneration

Committee

6

Nomination

Committee

HeldAttendedHeld AttendedHeld AttendedHeld Attended

David Hearn (Chair)

1

191922––88

Julia Hoare (Deputy Chair)191966––88

David Bortolussi

2


(Managing Director & CEO)

5522––––

Warwick Every-Burns19196633––

Pip Greenwood

3

1916––3388

Bessie Lee

4

440022––

Jesse Wu

4

15144411––

Held: meetings held during the period for which the person was a director or Committee member.

1 David Hearn replaced Jesse Wu on the ARMC for a brief period of time prior to Bessie Lee’s appointment.

2 David Bortolussi: appointed on 8 February 2021.

3 Pip Greenwood did not attend three meetings of the Board due to the agreed protocol whereby Ms Greenwood abstains from certain Board discussions and

decisions as referred to on page 110.

4 Bessie Lee: appointed on 26 February 2021. Jesse Wu: resigned on 26 February 2021.

5 In addition to formal Audit and Risk Management Committee meetings, that Committee also held five workshops to prepare for formal meetings and

discuss issues as they arose.

6 In addition to formal People and Remuneration Committee meetings, that Committee also held two workshops to prepare for formal meetings and discuss

issues as they arose.

Corporate governance policies

The following policies, each of which has been prepared

having regard to the ASX Principles and the NZX Corporate

Governance Code, are available on the Company’s website at

https://thea2milkcompany.com/corporate-governance

—Code of Ethics;

—Continuous Disclosure Policy;

—Diversity Policy. Refer to the discussion of this policy

commencing on page 23;

—Risk Management Policy. Refer to the discussion of this

policy commencing on page 34;

—Securities Trading Policy;

—Shareholder Communications Policy;

—Global Whistleblower Policy;

—Global Anti-Bribery & Anti-Corruption Policy; and

—Responsible Sourcing Policy.

The Board regularly reviews the performance and

effectiveness of the Company’s corporate governance

policies and procedures and, if appropriate, amends those

policies and procedures or adopts new policies or procedures,

to uphold the integrity of the Company’s corporate

governance framework.

Modern Slavery Statement

The Company’s Modern Slavery Statement for FY20 published

in accordance with the Modern Slavery Act 2018 (Cth,

Australia) was issued on 30 March 2021, and is available

on the Company’s website at https://thea2milkcompany.

com/corporate-governance – refer to the discussion of this

statement commencing on page 30.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

47

REMUNERATION
The Company’s success depends on the quality and contribution

of its people, with their talents enabling us to achieve our short

and long-term strategic objectives.

The Company’s remuneration philosophy for all employees and

executives aims to:

—link rewards to the creation of sustainable value for

shareholders;

—attract, develop and retain talented employees and

executives;

—initiate and execute the Company’s business plans and

strategy as endorsed by the Board;

—reward the delivery of superior performance;

—have a balanced mix of short-term and long-term

remuneration components;

—be consistent with and supportive of the Company’s ethical

framework and commitment to good corporate governance;

and

—ensure that remuneration arrangements are competitive, fair,

and reflect the external talent market.

Remuneration policies and practices

The People and Remuneration Committee advises the Board

on the policies and practices of the Company regarding the

remuneration of directors and other senior executives of the

Group and reviewing all components of the Group’s

remuneration practices relevant to its employees. The People

and Remuneration Committee Charter sets out the objectives,

responsibilities and authority of the People and Remuneration

Committee in relation to remuneration matters. The Charter

stipulates that the Committee will make recommendations to

the Board, but all decision-making authority in relation to

remuneration remains with the Board.

The Board’s policy for remunerating the CEO and other senior

executives is to provide market-based remuneration packages

comprising a blend of fixed and variable at-risk incentive-based

remuneration with clear links between individual and Company

performance, and reward. The People and Remuneration

Committee reviews the remuneration packages of the CEO and

other senior executives at least annually.

All employees have a fixed remuneration package. Selected

employees also have variable remuneration in the form of a

short-term incentive (STI) as part of their remuneration package.

Certain selected senior executives and managers may also have

long-term incentives (LTI) as part of their remuneration package.

In FY21, eligible employees not participating in the LTI plan, had

the opportunity to participate in the Company’s Gift Plan and ALL

a2 Plan. Under the Gift Plan, participating employees received

shares in the Company worth up to A$500 at no cost. Under the

ALL a2 Plan, participating employees purchased up to A$2,000

worth of shares in the Company at the prevailing market price, and

will receive an additional ‘matching’ share for each purchased

share if they hold the shares they acquired for two years.

Remuneration packages for senior executives are structured so

that a significant portion of remuneration is at risk but can be

earned by the achievement of superior performance. The LTI plan

is designed to drive sustained performance over time and to both

attract and retain the best possible talent.

An appropriate remuneration mix is determined for each

position, taking into consideration the employee’s role and level

of responsibility.

Managing executive performance

Robust processes are in place for supporting and evaluating the

performance of the CEO and other senior executives and

managers.

The Board and CEO determine and agree annual targets and

objectives for the Company based on the Company’s strategic

plan, supported by a comprehensive and collaborative budgeting

and forecasting process. The CEO is accountable to the Board for

the delivery of the agreed objectives.

The objectives agreed between the Board and the CEO are

discussed and cascaded to each member of the Executive

Leadership Team, and captured in individual performance

delivery documents and STI agreements. The CEO uses the

performance delivery documents to facilitate individual

conversations with each member of the Executive Leadership

Team. The performance discussions are documented and form

the basis of the annual performance review that each executive

undertakes with the CEO at the end of the performance period.

The outcome of the executive’s performance over the course of

the year is one factor taken into account when any changes to

fixed remuneration or any award of variable remuneration and

incentives are considered.

During FY21, each member of the Executive Leadership Team

who was an employee for the duration of the reporting period

had at least one periodic performance discussion documented.

CORPORATE GOVERNANCE

48

Remuneration framework
The remuneration framework is designed to deliver high performance with substantial components at-risk, with the aim of more

closely aligning remuneration with the Company’s values, objectives and risk tolerances as set out below.

Fixed remuneration

Employees’ fixed remuneration is based on a matrix of an individual’s skills and experience, their individual performance and their

current level of remuneration relative to market remuneration benchmarks. Fixed remuneration is reviewed on an annual basis with

reference to independent external surveys, and where appropriate, is adjusted based on consideration of individual performance and

market remuneration benchmarks.

Variable remuneration

The STI and LTI programmes provide the potential for participating employees to receive payment over and above fixed remuneration.

These programmes are discretionary, appropriate to the results delivered by the Group and employee performance, and based on the

principle of reward for performance. A significant portion of senior executive remuneration is at risk.

The following table illustrates the relative percentages of annual fixed remuneration and at risk STI and LTI in FY21 (as they would have

applied had the grant of performance rights under the FY21 LTI not been deferred).

FixedSTI (at target)LTI (face value)

CEO (July 2020 to February 2021)71%29%0%

CEO (February 2021 to June 2021)27%32%41%

Executive Leadership Team (not including the CEO)26%– 43%28%–35%26%– 43%

Short-Term Incentive (STI) plan

The purpose of the STI plan is to build a results-focused culture, while increasing employee engagement. STI values and performance

targets are approved by the People and Remuneration Committee each financial year.

Payments are made under the STI plan in the form of a cash bonus.

The framework of the approach to the FY21 STI plan provided for the amount of any cash bonus payable to a participating employee

to be determined with reference to:

—the amount of the employee’s target incentive, as referenced against their fixed annual remuneration;

—the Group’s performance against the FY21 Group Performance Scorecard (comprising both financial and non-financial targets); and

—the employee’s performance against personal objectives for the performance period.

The FY21 Group Performance Scorecard included financial measures that had a weighting of 60% and non-financial measures that

had a weighting of 40%. The measures are referred to in the following table.

FY21 Group Performance Scorecard

FY21 Group ObjectivesMetric

Weighting

at target

Financial MeasuresRevenue

60%

EBITDA

Non-Financial Measures40%

MBS market shareMoving annual total (%)5%

CBEC market shareMoving annual total (%)5%

China brand healthSpontaneous brand awareness2%

China label re-registrationScorecard milestones3%

Sustainable scale in the USStore velocities (units per store per week)5%

New growth opportunitiesAsia Pacific macro milk revenue5%

Supply chain strategy executionMVM transaction5%

ERP implementationOn time and on budget / employee engagement5%

People and culture and strategyPeople engagement (survey)5%

Total at target100%

THE a

2 MILK COMPANY ANNUAL REPORT 2021

49

The FY21 STI plan anticipated a maximum potential outcome for
the Group Performance Scorecard of 120%. The outcome of the

FY21 Group Performance Scorecard for all Executive Leadership

Team members (including the CEO) was 30% reflecting

achievement of a majority of non-financial measures and no

achievement of financial measures.

The FY21 STI plan also anticipated the application of a maximum

individual performance multiplier of 130% for the (then

incoming) CEO and 120% for all other Executive Leadership

Team members. Having regard to the challenging year for the

Group, the People and Remuneration Committee determined not

to apply individual performance multipliers to the calculation of

FY21 STI payments.

Long-Term Incentive (LTI) plan

Participation in the LTI plan is by invitation only, at the sole and

absolute discretion of the Board. The LTI plan is designed to

reward performance in support of the achievement of the

Company’s business strategy: targeting profitable, long-term

revenue growth, which requires appropriate investment.

The Company grants performance rights (Awards) to eligible

participants under the plan, governed by specific terms and

conditions. Each Award granted represents a right to receive one

fully paid share in the Company once the Award vests and is

exercised. The number of Awards and the vesting conditions for

Awards issued under the LTI plan are determined by and at the

sole discretion of the Board, with the number of Awards to an

eligible participant set by reference to a fixed percentage of that

participant’s fixed annual remuneration. No dividends are paid

on performance rights. The Board may forfeit performance rights

for fraud, dishonesty or wilful breach of duties.

Performance rights granted in FY20

As a result of the Board undertaking a review of the Company’s

remuneration practices in 2019, no performance rights were

issued in FY19. The Company instead issued performance rights

in respect of FY19 to the relevant LTI plan participants during

FY20. This first tranche of performance rights issued in FY20

were assessed against the two-year performance period from

1 July 2019 to 30 June 2021. As a result of the financial

performance of the Group in FY21, this first tranche of

performance rights will not vest and will lapse.

The second tranche of performance rights granted in FY20 have

a three-year performance period, meaning that, subject to the

following conditions, those Awards would vest at the end of

FY22:

—Continuing employment.

—Minimum performance hurdles of both:

—A minimum diluted earnings per share (EPS) compound

annual growth rate (CAGR) increase of 15% over the

performance period from 1 July 2019 to 30 June 2022

(E-CAGR); and

—A minimum normalised sales CAGR increase of 15% over

the same performance period (S-CAGR).

—No awards will vest if E-CAGR or S-CAGR is less than 15%

over the performance period.

—50% of the awards will vest if E-CAGR and S-CAGR of 15% is

achieved, up to a maximum of 100% of the award vesting if

S-CAGR of 22% or more is achieved.

While the Company does not expect this second tranche of

performance rights to vest, for completeness it is noted that:

—Vesting is on a straight-line basis between each band.

—Diluted earnings per share are as reported in the Company’s

Annual Report in respect of that financial year.

—Normalised sales in respect of a financial year, are sales plus

such additional revenue or income items less such unusual

and one-off items (in each case, as may be determined by the

Board in its absolute discretion) based on relevant financial

information reported in the Company’s Annual Report in

respect of that financial year.

—It is currently intended that, subject to compliance with

relevant laws, the Company will satisfy any obligation to

allocate ordinary shares upon the vesting of performance

rights by instructing the trustee of the a2MC Group Employee

Share Trust to purchase shares on-market.

Further details on LTI plans can be found at Note F2 to the

financial statements.

Performance rights in FY21

The issue of performance rights (and time-based rights) for FY19

and FY20 to China-based employees needed to be deferred until

the Company secured requisite China regulatory registrations and

approvals. This meant that the Awards that would otherwise

have been made to participating employees in China in FY20

were made in FY21 (following receipt of the requisite China

regulatory registrations and approvals).

No new performance rights were granted under the FY21 LTI plan,

with the LTI programme currently under review, having regard to

the Group’s revised performance outlook, and the continuing

need to appropriately reward employee performance in support of

the Group’s business strategy. The review is expected to be

finalised in the first half of FY22, when it is expected the Company

will issue performance rights for FY21 (which, as noted, did not

proceed in FY21) to be assessed against a two-year performance

period from 1 July 2021 to 30 June 2023.

REMUNERATION (CONTINUED)

CORPORATE GOVERNANCE

50

Minimum Shareholding Requirement
Executive Leadership Team

A Minimum Shareholding Requirement (MSR) Policy applies to all members of the Executive Leadership Team. From time-to-time

additional employees may be identified to whom the MSR Policy will apply.

The purpose of the MSR Policy is to strengthen the alignment between the interests of the Executive Leadership Team and the

interests of shareholders and encourage a focus on building long-term shareholder value.

The Executive Leadership Team are required to acquire and hold a minimum shareholding equivalent to 100% of their fixed annual

remuneration comprising base salary and compulsory employer superannuation contributions (or equivalent) before any tax or social

security deductions.

The Executive Leadership Team are expected to achieve the MSR by the end of five annual vesting periods for LTI grants, unless they

have been the beneficiaries of earlier option plans. Where an executive has been with the Company for three or more years and

participated in these earlier option plans, the executive will comply, and be expected to continue to comply, with the MSR once

100% of these options have vested.

All executives are currently expected to achieve the MSR within the timeframe required by the policy.

Directors’ remuneration

Non-executive directors’ remuneration is paid in the form of directors’ fees. The fees paid to directors are structured to reflect the

respective responsibilities and workloads of their Board and Committee positions.

The annual aggregate non-executive directors’ remuneration pool, approved by shareholders at the Company’s Annual Meeting of

Shareholders held on 20 November 2018, is capped at $1,365,000.

Directors’ fees structure $ annual

Base board fees:

Chair of the Board

Deputy Chair

Non-executive director

165,000

210,000

165,000

Audit and Risk Management Committee:

Chair

Committee member

35,000

16,500

People and Remuneration Committee:

Chair

Committee member

35,000

16,500

Nomination Committee:

Chair

Committee member

22,000

11,000

THE a

2 MILK COMPANY ANNUAL REPORT 2021

51

Remuneration paid to non-executive directors of the Company in FY21 was as follows:
Board feesCommittee feesTotal fees

Other

benefits

received

Total

remuneration

$

Audit and Risk

Management

$

People and

Remuneration

$

Nomination

$$$$

David Hearn (Chair)165,000 –––165,000 –165,000

Julia Hoare

(Deputy Chair)210,000 35,000 –11,000 256,000–256,000

Pip Greenwood165,000 –16,500 22,000 203,500 –203,500

Warwick Every-Burns165,000 16,500 35,000 –216,500 –216,500

Jesse Wu

1

107,250 12,375 12,375 –132,000 –132,000

Bessie Lee

2

55,688 5,569 5,569 –66,826 –66,826

Total8 6 7, 93 8 69,444 69,444 33,000 1,039,826 –1,039,826

1 Jesse Wu: retired on 26 February 2021.

2 Bessie Lee: appointed on 26 February 2021.

No director of a subsidiary company was remunerated in their capacity as a director.

Remuneration of CEO – David Bortolussi

David Bortolussi commenced his appointment as Managing Director and CEO on 8 February 2021. Details of his FY21 remuneration

arrangements are set out below:

Term

There is no fixed term, employment is ongoing until terminated by either David or the Company.

Total Fixed Remuneration

A$1,750,000 per annum (inclusive of superannuation) in FY21, to be reviewed annually.

STI

On an annual basis, David is entitled to participate in the Company’s STI plan. For FY21, he is entitled to receive an STI payment to be

determined with reference to a STI target incentive of 120% of his annualised Total Fixed Remuneration, the Group’s performance

objectives as determined each year by the Board and, an individual multiplier of between 0% and 130% based on the Board’s

assessment of David’s individual performance.

LTI

On an annual basis, subject to any shareholder approval that may be required, David is entitled to be invited to take up performance

rights under the Company’s LTI plan.

For FY21, David was to be granted performance rights to the value of A$2,625,000, equivalent to 150% of his Total Fixed

Remuneration, vesting over a three-year period based on performance hurdles and vesting conditions to be determined by the Board.

As the grant of performance rights to participating employees under the FY21 LTI plan was deferred and did not happen in FY21

(with, as noted above, the Company’s LTI programme currently under review), subject to any shareholder approval that may be

required, David will be offered these performance rights for FY21 on recommencement of the programme in the first half of FY22.

Allowance

An allowance of A$10,000 per month (net of tax) was paid to David during FY21 to assist with the cost of David’s accommodation in

Sydney and travel between Melbourne and Sydney.

Notice period

Generally, resignation by David requires six months’ notice and termination (other than for cause) by the Company requires twelve

months’ notice.

Leave

Five weeks per annum paid annual leave.

REMUNERATION (CONTINUED)

CORPORATE GOVERNANCE

52

Other terms
David’s executive service agreement also includes standard

terms covering expense reimbursement, conflicts of interest,

confidentiality, intellectual property and moral rights, clawbacks

and restraints upon termination (which address non-competition,

as well as non-solicitation of employees, customers and suppliers).

Remuneration paid in FY21

The remuneration paid to David Bortolussi in FY21 was

as follows:

2021

A$

Fixed remuneration693,16 0

STI paid–

Transition benefits1,270,000

Allowance94,340

Total remuneration received2 ,057, 50 0

For FY21, David is entitled to receive an STI payment to be

determined with reference to a STI target incentive of 120% of

his annualised Total Fixed Remuneration.

As noted on page 50:

—The FY21 STI plan anticipated a maximum potential outcome

for the Group Performance Scorecard of 120%.

—The outcome of the FY21 Group Performance Scorecard for

David (and all other Executive Leadership Team members)

was 30%.

—The FY21 STI plan also anticipated the application of a

maximum individual performance multiplier of 130% for

the (then incoming) CEO and 120% for all other Executive

Leadership Team members.

—Having regard to the challenging year for the Group, the

People and Remuneration Committee determined not to

apply individual performance multipliers to the calculation of

FY21 STI payments.

As a result of the above, a payment in the amount of A$630,000

is to be made to David under the FY21 STI plan.

Transition benefits

On a one-off basis, David received the following transition

benefits as partial compensation for vested and unvested STI, LTI

and other entitlements that he forfeited on resigning from his

previous employment:

—A$1,270,000 cash payment on commencement date; and

—311,283 time-based rights to acquire ordinary shares in

the Company, equivalent at time of grant to A$3,700,000,

calculated by reference to the 90-day Volume Weighted

Average Price (VWAP) over the period that ended five ASX

trading days before the commencement date (being A$11.89)

and with a market value at market closing on 30 June 2021 of

A$1,867,698. 155,642 rights vest on the first anniversary of

the commencement date in February 2022 and the remaining

155,641 rights vest on the second anniversary in February

2023. These rights are not subject to performance hurdles but

are otherwise issued on terms similar to performance rights.

At the time of resigning from his previous employment, the

transition benefits equated to approximately 80% of the total

potential entitlements that David forfeited, the majority of which

were not at risk and subject to time-based vesting only.

Other than to meet any tax obligations, no shares held by David

can be sold until he holds sufficient shares to meet the

Company’s minimum shareholding requirement.

Remuneration of former CEO – Geoffrey Babidge

Geoffrey was employed under an employment agreement with

the Company as Interim CEO from 9 December 2019 to 8

February 2021.

Geoffrey received total fixed remuneration of A$1,600,000 per

annum (including superannuation) and was entitled to receive an

STI payment at the end of his tenure, based on total fixed

remuneration paid during the period of tenure.

The remuneration paid to Geoffrey Babidge in FY21 was as

follows:

2021

A$

Fixed remuneration1,066,667

STI paid at end of tenure

1

800,859

Termination payments26,610

Total remuneration received1, 8 9 4 ,136

1 The STI paid to Geoffrey at the end of his tenure related to his entire

tenure as Interim CEO, from 9 December 2019 to 8 February 2021 (that is,

for both FY20 and FY21).

THE a

2 MILK COMPANY ANNUAL REPORT 2021

53

STATEMENTS
FINANCIAL

54

DIRECTORS’ APPROVAL
OF THE FINANCIAL

STATEMENTS

FOR THE YEAR ENDED

30 JUNE 2021

The directors of The a2 Milk Company Limited are pleased to

present the consolidated financial statements for The a2 Milk

Company Limited (the Company) and its subsidiaries (together

the Group) for the year ended 30 June 2021.

The directors are responsible for preparing and presenting

financial statements in accordance with New Zealand law

and generally accepted accounting practice, which present

fairly the financial position of the Group as at 30 June 2021

and the results of its operations and cash flows for the period

ended on that date.

The directors consider the financial statements of the Group

to have been prepared using accounting policies which have

been consistently applied and supported by reasonable

judgements and estimates and that all relevant financial

reporting and accounting standards have been followed.

The directors believe that proper accounting records have

been kept which enable, with reasonable accuracy, the

determination of the financial position of the Group and

facilitate compliance of the financial statements with the

Financial Markets Conduct Act 2013.

The directors consider that they have taken adequate steps to

safeguard the assets of the Group, and to prevent and detect

fraud and other irregularities. Internal control procedures

are also considered to be sufficient to provide a reasonable

assurance as to the integrity and reliability of the financial

statements.

There are reasonable grounds to believe that the Company

and the Group entities identified in Note E1 will be able to

meet any obligations or liabilities to which they are or may

become subject to by virtue of the Deed of Cross Guarantee

between the Company and those Group entities pursuant to

ASIC Corporations (Wholly-owned Companies) Instrument

2016/ 785.

Signed on behalf of the Board by:

Directors’ approval of

the financial statements 55

Independent auditor’s

report 56

Consolidated statement

of comprehensive income 60

Consolidated statement

of changes in equity 61

Consolidated statement

of financial position 62

Consolidated statement

of cash flows 63

Notes to the financial

statements 64

CONTENTS

David Hearn

Chair

David Bortolussi

Managing Director and CEO

25 August 2021

THE a

2 MILK COMPANY ANNUAL REPORT 2021

55

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation



Ernst & Young

200 George Street

Sydney NSW 2000 Australia

GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555

Fax: +61 2 9248 5959

ey.com/au




Independent auditor’s report to the Shareholders of The a2 Milk

Company Limited

Opinion

We have audited the financial statements of The a2 Milk Company Limited (“the Company”) and its

subsidiaries (together “the Group”) on page 60 to 105, which comprise the consolidated statement of

financial position of the Group as at 30 June 2021, and the consolidated statement of comprehensive

income, consolidated statement of changes in equity and consolidated statement of cash flows for the

year then ended of the Group, and the notes to the consolidated financial statements including a

summary of significant accounting policies.

In our opinion, the consolidated fi nancial statements on pages 60 to 105 present fairly, in all material

respects, the consolidated financial position of the Group as at 30 June 2021 and its consolidated

financial performance and cash flows for the year then ended in accordance with New Zealand

equivalents to International Financial Reporting Standards and International Financial Reporting

Standards.

This report is made solely to the Company's shareholders, as a body. Our audit has been undertaken so

that we might state to the Company's shareholders those matters we are required to state to them in an

auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Company and the Company's shareholders, as a body,

for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Financial Statements section of our report.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our

other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Ernst & Young has provided market research services in relation to brand health tracking and has also

provided sustainability reporting advisory services to the Group. Partners and employees of our firm

may deal with the Group on normal terms within the ordinary course of trading activities of the business

of the Group. We have no other relationship with, or interest in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

INDEPENDENT AUDITOR'S REPORT

FOR THE YEAR ENDED 30 JUNE 2021

FINANCIAL STATEMENTS

56

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation




thereon, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Discounts and rebates provided to customers

Why significant How our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of trade discounts, volume rebates

and promotional allowances owed to customers

based on their individual contractual

arrangements. The recognition and measurement

of rebates and promotional allowances, including

the establishment of an appropriate accrual at year

end, involves judgment and estimation, particularly

relating to the expected level of rebate claims by

the customers. This was considered a key audit

matter given the value of the trade discounts,

rebates and promotional allowances provided to

customers together with the level of judgment

involved in estimating this variable consideration

at year end.

Disclosures regarding rebates, discounts and

promotional allowances are included in note B2 to

the financial statements.

Our audit procedures included the following:

► Considered the appropriateness of the Group’s

revenue recognition accounting policies as

they relate to trade discounts, promotional

allowances and rebates.

► Understood the Group’s processes and

controls in relation to the recording of trade

discounts, promotional allowances and

rebates.

► Selected a sample of customer contracts to

determine whether rebates were calculated in

accordance with the agreed terms and

inquired of management as to the existence of

any non-standard agreements or side

arrangements with customers.

► Selected a sample of customer discounts and

rebates recorded and assessed whether the

timing and value of amounts recognised were

in accordance with NZ IFRS.

► Compared a sample of customer claims for

discounts, rebates and promotional allowances

made subsequent to year end to recorded

accruals.

► Considered the year end ageing profile of

trade discounts and rebates and inquired as to

the likelihood of aged balances being settled.

► Considered the adequacy of the associated

disclosures in the financial statements.


A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




thereon, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Discounts and rebates provided to customers

Why significant How our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of trade discounts, volume rebates

and promotional allowances owed to customers

based on their individual contractual

arrangements. The recognition and measurement

of rebates and promotional allowances, including

the establishment of an appropriate accrual at year

end, involves judgment and estimation, particularly

relating to the expected level of rebate claims by

the customers. This was considered a key audit

matter given the value of the trade discounts,

rebates and promotional allowances provided to

customers together with the level of judgment

involved in estimating this variable consideration

at year end.

Disclosures regarding rebates, discounts and

promotional allowances are included in note B2 to

the financial statements.

Our audit procedures included the following:

► Considered the appropriateness of the Group’s

revenue recognition accounting policies as

they relate to trade discounts, promotional

allowances and rebates.

► Understood the Group’s processes and

controls in relation to the recording of trade

discounts, promotional allowances and

rebates.

► Selected a sample of customer contracts to

determine whether rebates were calculated in

accordance with the agreed terms and

inquired of management as to the existence of

any non-standard agreements or side

arrangements with customers.

► Selected a sample of customer discounts and

rebates recorded and assessed whether the

timing and value of amounts recognised were

in accordance with NZ IFRS.

► Compared a sample of customer claims for

discounts, rebates and promotional allowances

made subsequent to year end to recorded

accruals.

► Considered the year end ageing profile of

trade discounts and rebates and inquired as to

the likelihood of aged balances being settled.

► Considered the adequacy of the associated

disclosures in the financial statements.


THE a

2 MILK COMPANY ANNUAL REPORT 2021

57

INDEPENDENT AUDITOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2021

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




Valuation of inventory

Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the Annual Report, which includes information other

than the consolidated financial statements and auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained during the audit, or otherwise

appears to be materially misstated.

If, based upon the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Why significant How our audit addressed the key audit matter

During the year the Group identified concerns with

the net realisable value of certain inventory and as

a result an expense of $108m was recognised,

which included both reductions in the value of

inventory and, where applicable, the expected costs

of disposal.

As detailed in note C2 of the financial report,

inventories are valued at the lower of cost and net

realisable value. Significant judgement is involved in

estimating the net realisable value of inventory as it

comprises a range of product types with limited

shelf life sold through a number of sales channels.

In addition, complexities associated with COVID-19

and its impact on international trade, economic

conditions and consumer preferences have

increased the uncertainty of these estimates.

We considered this a key audit matter due to the

size of the inventory balance and the complexity in

estimating the valuation of inventory.


Our audit procedures included the following:

► Assessed the application of inventory costing

methodologies and tested the recorded cost of

a sample of inventory items to supplier invoice

or other relevant documentation.

► Assessed the effectiveness of relevant controls

to identify inventory that is no longer

considered saleable.

► Attended stocktakes at a selection of locations

to validate the existence and expiry dates of

inventory on a sample basis.

► Tested the year-end inventory ageing forecast

model prepared by the Group which is used in

calculating the net realisable value of

inventory. Our procedures included validating

model inputs, including expiry dates, and

assessing the sales volume and pricing used

based on historical evidence, seasonal trends

and enquiry with management.

► Assessed management’s estimated costs of

disposal and agreed these estimates to third

party contracts and quotations where

applicable.

► Considered the adequacy of the associated

disclosures in the financial statements.


A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




thereon, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Discounts and rebates provided to customers

Why significant How our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of trade discounts, volume rebates

and promotional allowances owed to customers

based on their individual contractual

arrangements. The recognition and measurement

of rebates and promotional allowances, including

the establishment of an appropriate accrual at year

end, involves judgment and estimation, particularly

relating to the expected level of rebate claims by

the customers. This was considered a key audit

matter given the value of the trade discounts,

rebates and promotional allowances provided to

customers together with the level of judgment

involved in estimating this variable consideration

at year end.

Disclosures regarding rebates, discounts and

promotional allowances are included in note B2 to

the financial statements.

Our audit procedures included the following:

► Considered the appropriateness of the Group’s

revenue recognition accounting policies as

they relate to trade discounts, promotional

allowances and rebates.

► Understood the Group’s processes and

controls in relation to the recording of trade

discounts, promotional allowances and

rebates.

► Selected a sample of customer contracts to

determine whether rebates were calculated in

accordance with the agreed terms and

inquired of management as to the existence of

any non-standard agreements or side

arrangements with customers.

► Selected a sample of customer discounts and

rebates recorded and assessed whether the

timing and value of amounts recognised were

in accordance with NZ IFRS.

► Compared a sample of customer claims for

discounts, rebates and promotional allowances

made subsequent to year end to recorded

accruals.

► Considered the year end ageing profile of

trade discounts and rebates and inquired as to

the likelihood of aged balances being settled.

► Considered the adequacy of the associated

disclosures in the financial statements.


FINANCIAL STATEMENTS

58

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation




Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with New Zealand equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on behalf

of the entity the Group’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with International Standards on Auditing (New

Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located

at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. We also provide the directors with a statement

that we have complied with relevant ethical requirements regarding independence, and to communicate

with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, actions taken to eliminate threats or safeguards applied. This

description forms part of our auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-

Smith.


Ernst & Young

Sydney

25 August 2021

A member firm of Ernst & Young Global Limited

Liability limited by a scheme approved under Professional Standards Legislation




thereon, but we do not provide a separate opinion on these matters. For each matter below, our

description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly, our

audit included the performance of procedures designed to respond to our assessment of the risks of

material misstatement of the financial statements. The results of our audit procedures, including the

procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Discounts and rebates provided to customers

Why significant How our audit addressed the key audit matter

Revenue and associated trade receivables are

recognised net of trade discounts, volume rebates

and promotional allowances owed to customers

based on their individual contractual

arrangements. The recognition and measurement

of rebates and promotional allowances, including

the establishment of an appropriate accrual at year

end, involves judgment and estimation, particularly

relating to the expected level of rebate claims by

the customers. This was considered a key audit

matter given the value of the trade discounts,

rebates and promotional allowances provided to

customers together with the level of judgment

involved in estimating this variable consideration

at year end.

Disclosures regarding rebates, discounts and

promotional allowances are included in note B2 to

the financial statements.

Our audit procedures included the following:

► Considered the appropriateness of the Group’s

revenue recognition accounting policies as

they relate to trade discounts, promotional

allowances and rebates.

► Understood the Group’s processes and

controls in relation to the recording of trade

discounts, promotional allowances and

rebates.

► Selected a sample of customer contracts to

determine whether rebates were calculated in

accordance with the agreed terms and

inquired of management as to the existence of

any non-standard agreements or side

arrangements with customers.

► Selected a sample of customer discounts and

rebates recorded and assessed whether the

timing and value of amounts recognised were

in accordance with NZ IFRS.

► Compared a sample of customer claims for

discounts, rebates and promotional allowances

made subsequent to year end to recorded

accruals.

► Considered the year end ageing profile of

trade discounts and rebates and inquired as to

the likelihood of aged balances being settled.

► Considered the adequacy of the associated

disclosures in the financial statements.


THE a

2 MILK COMPANY ANNUAL REPORT 2021

59

FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2021

Notes

2021

$’000

2020

$’000

Continuing operations

SalesB11,205,0341,730,696

Cost of sales(695,321)( 762,122)

Gross margin509,713968,574

Other revenueB11,70 0435

Distribution expenses(45,175)(42,564)

Administrative expenses(87,020)(96,035)

Marketing expenses(168,710)(194,309)

Other expenses(94,462)(88,380)

Operating profit 116,0465 47,7 21

Interest income3,9896,129

Finance costsB5(770)(448)

Net finance income3,2195,681

Profit before tax119, 265553,402

Income tax expenseB7(38,607)(165,235)

Profit from continuing operations80,658388,167

Discontinued operation

Loss from discontinued operation, net of taxB3–(2,330)

Profit for the year80,658385,837

Other comprehensive income

Items that may be reclassified to profit or loss:

Foreign currency translation profit1,0732,863

Items not to be reclassified to profit or loss:

Listed investment fair value lossC7(134,618)(56,083)

Total comprehensive (loss)/income(52,887)332,617

Earnings per share

Basic (cents per share)B610.8652.39

Diluted (cents per share)B610.8652.12

Earnings per share – continuing operations

Basic (cents per share)B610.8652.71

Diluted (cents per share)B610.8652.43

The accompanying notes form part of these financial statements.

60

Year ended 30 June 2021
Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Treasury

shares

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62

Profit after tax for the period–––––80,658–80,658

Foreign currency translation

differences – foreign

operations1,117–––1,117––1,117

Listed investment – fair value

movement–(134,618)––(134,618)––(134,618)

Income tax(44)–––(44)––(44)

Total comprehensive income

for the period1,073(134,618)––(133,545)80,658–(52,887)

Transactions with owners in

their capacity as owners:

Issue of ordinary shares––––––2,2072,207

Share issue costs––––––(19)(19)

Treasury shares retained for

employee withholding tax

payments–––(316)(316)––(316)

Treasury shares transferred––(6,574)6,574––––

Share-based payments––1,835–1,835––1,835

Income tax––(922)–(922)––(922)

Total transactions with owners––(5,661)6,258597–2,18 82,785

Balance 30 June 2021(11, 4 0 5 )(130,978)36,058(3,773)(110 , 0 9 8 )1,0 4 4,937149,1211,083,960

Year ended 30 June 2020

Foreign

currency

translation

reserve

$’000

Fair value

revaluation

reserve

$’000

Employee

equity

settled

payments

reserve

$’000

Treasury

shares

reserve

$’000

Total

reserves

$’000

Retained

earnings

$’000

Share

capital

$’000

Total

equity

$’000

Balance 1 July 2019(15,341)59,72320,535–6 4,917578,44214 4,4957 8 7, 8 5 4

Profit after tax for the period–––––385,837–385,837

Foreign currency translation

differences – foreign

operations2,825–––2,825––2,825

Listed investment – fair value

movement–(56,083)––(56,083)––(56,083)

Income tax38–––38––38

Total comprehensive income

for the period2,863(56,083)––(53,220)385,837–332,617

Transactions with owners in

their capacity as owners:

Issue of ordinary shares––––––2,5092,509

Share issue costs––––––(71)(71)

Treasury shares acquired–––(12,655)(12,655)––(12,655)

Treasury shares transferred––(436)436––––

Share-based payments––8,331–8,331––8,331

Income tax––13,2892,18 815,477––15,477

Total transactions with owners––21,18 4(10,031)11,15 3–2,43813,591

Balance 30 June 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62

The accompanying notes form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2021

THE a

2 MILK COMPANY ANNUAL REPORT 2021

61

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021

Notes

2021

$’000

2020

$’000

Assets

Current assets

Cash and short-term deposits D3875,15 085 4,178

Trade and other receivables C165,28470,700

Prepayments27, 81956,336

InventoriesC2112, 20 4147, 3 32

Income tax receivable16,435–

Total current assets1,096,8921,128 ,5 4 6

Non-current assets

Property, plant and equipment C417,16 214,206

Right-of-use assetsD715,30216,14 4

Investment propertyC516,614–

Intangible assetsC615,13713,6 4 0

Other financial assetsC715 7, 8 0 3252,580

Deferred tax assetsB753,10128,201

Total non-current assets275,119324,771

Total assets1, 37 2, 0111,453,317

Liabilities

Current liabilities

Trade and other payablesC3266,296281,919

Customer contract liabilitiesB24,7463,773

Lease liabilitiesD73,6483,407

Income tax payable–16,328

Total current liabilities274,690305,427

Non-current liabilities

Trade and other payablesC3511392

Lease liabilitiesD712,85013,436

Total non-current liabilities13,36113,828

Total liabilities28 8,051319,255

Net assets1,083,9601,13 4,0 62

Equity attributable to owners of the Company

Share capital D5149,121146,933

Retained earnings 1,0 4 4,937964,279

Reserves D6(110 , 0 9 8 )22,850

Total equity1,083,9601,13 4,0 62

The accompanying notes form part of these financial statements.

FINANCIAL STATEMENTS

62

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021

Notes

2021

$’000

2020

$’000

Cash flows from operating activities

Receipts from customers1,251,9091,726,947

Payments to suppliers and employees(1, 0 6 7, 97 7 )(1,107,394)

Interest received3,9896,135

Interest paid(699)(389)

Taxes paid( 97, 8 07 )(197,888)

Net cash inflow from operating activities D489,4154 27, 411

Cash flows from investing activities

Payments for property, plant and equipmentC4(5,673)(5,800)

Payment for investment propertyC5(17,216)–

Payments for intangible assetsC6(1,638)(1,422)

Payment for listed investmentC7(39,8 41)(21,856)

Net cash outflow from investing activities(64,368)(29,078)

Cash flows from financing activities

Payments of lease principalD7(3,230)(1,775)

Purchase of treasury sharesD6–(12,655)

Proceeds from issue of equity sharesD52,18 82,438

Net cash outflow from financing activities(1,0 42)(11,9 92)

Net increase in cash and short-term deposits24,005386,341

Cash and short-term deposits at the beginning of the year85 4,178464,805

Effect of exchange rate changes on cash(3,033)3,032

Cash and short-term deposits at the end of the yearD3875,15 085 4,178

The accompanying notes form part of these financial statements.

THE a

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63

NOTES TO THE FINANCIAL STATEMENTS
ContentsPage

ABasis of preparation65

BGroup performance66

B1Operating segments66

B2Revenue68

B3Results of discontinued operation70

B4Expenses70

B5Finance costs71

B6Earnings per share (EPS)71

B7Income taxes72

COperating assets and liabilities76

C1Trade and other receivables76

C2Inventories76

C3Trade and other payables77

C4Property, plant and equipment78

C5Investment property79

C6Intangible assets81

C7Other financial assets84

DCapital and financial risk management85

D1Capital management85

D2Financial risk management85

D3Cash and short-term deposits89

D4Cash flow information90

D5Share capital90

D6Nature and purpose of reserves91

D7Leases92

D8Capital expenditure commitments94

D9Contingent liabilities94

EGroup structure95

E1Consolidated entities95

E2Acquisition of subsidiary96

E3Deed of cross guarantee99

FOther disclosures101

F1Related party transactions101

F2Share-based payments102

F3Auditor’s remuneration105

F4Subsequent events105

FINANCIAL STATEMENTS

64

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
BASIS OF PREPARATION

FOR THE YEAR ENDED 30 JUNE 2021

A. Basis of preparation

The a2 Milk Company Limited (the Company) is a for-profit entity

incorporated and domiciled in New Zealand. The consolidated

financial statements of the Company for the year ended 30 June

2021 comprise the Company and its subsidiaries (together

referred to as the Group).

The Company is registered in New Zealand under the Companies

Act 1993, and is a FMC reporting entity under the Financial

Markets Conduct Act 2013. The Company is also registered as a

foreign company in Australia under the Corporations Act 2001

(Cth, Australia). The shares of The a2 Milk Company Limited are

publicly traded on New Zealand’s Exchange (NZX), the Australian

Securities Exchange (ASX) and Chi-X Australia (Chi-X). The

Group’s reporting currency is the New Zealand dollar.

The principal activity of the Group is the sale of branded

products in targeted markets made with milk from cows that

produce milk naturally containing only the A2 protein type.

The consolidated financial statements were authorised for issue

by the directors on 25 August 2021.

The consolidated financial report:

—has been prepared in accordance with Generally Accepted

Accounting Practice in New Zealand;

—complies with the New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS);

—complies with International Financial Reporting Standards

(IFRS) adopted by the International Accounting Standards

Board (IASB);

—is presented in New Zealand dollars, which is the Company’s

functional currency, with all values rounded off to the nearest

thousand dollars, unless otherwise stated; and

—has been prepared in accordance with the historical cost

convention and, except for listed investments, does not take

into account changing money values or fair values of assets.

Certain comparative amounts have been reclassified to conform

with the current period’s presentation.

Significant accounting policies have been:

—included in the relevant note to which each policy relates,

other than the accounting policy for foreign currency, set out

below; and

—consistently applied to all periods presented in these

consolidated financial statements.

Accounting policy: Foreign currency

Transactions

Foreign currency transactions are initially translated to the

respective functional currencies of Group companies at the rate

of exchange at the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies are translated to the

functional currency at the exchange rate ruling at the reporting

date. Foreign exchange differences are generally recognised in

profit or loss in the consolidated statement of comprehensive

income.

Foreign operations translation to reporting currency

The assets and liabilities including goodwill and fair value

adjustments arising on consolidation of foreign operations are

translated into New Zealand currency at rates of exchange

current at the reporting date, while revenues and expenses are

translated at approximately the exchange rates ruling at the date

of the transaction. Exchange differences arising on translation are

recognised in other comprehensive income and accumulated

within equity in the foreign currency translation reserve.

Judgements, estimates and assumptions

The preparation of financial statements in conformity with NZ

IFRS requires management to make judgements, estimates and

assumptions.

—This may affect the application of policies and reported

amounts of assets, liabilities, income and expenses. Actual

results may differ from these estimates.

—Estimates and underlying assumptions are reviewed on an

ongoing basis.

—Revisions to accounting estimates are recognised in the period

in which the estimate is revised and in any future periods

affected.

—Information about significant areas of estimation uncertainty

and critical judgements in applying accounting policies that

have the most significant effect on the amount recognised in

the financial statements are described in the following notes:

—Note B7: Deferred tax assets and liabilities – Recovery of

deferred tax assets

—Note C2: Inventories – Estimation of net realisable value

—Note C5: Investment property

—Note C6: Intangible assets – Impairment review of goodwill

and intangibles

—Note D7: Leases – Determination of lease term

Changes in significant accounting policies

The Group has applied all of the new and revised Standards and

Interpretations issued by the New Zealand External Reporting

Board that are relevant to the Group’s operations and effective

for the current accounting period. Their application has not had

any material impact on the Group’s assets, profits or earnings per

share for the year ended 30 June 2021.

The IFRS Interpretations Committee (IFRIC) published an agenda

decision in April 2021 ‘Configuration or Customisation Costs in a

Cloud Computing Arrangement (IAS 38 Intangible Assets)’,

confirming that a cloud computing customer should expense the

costs of configuring or customising a supplier’s application

software in a Software as a Service arrangement. The Group has

applied the IFRIC decision accounting policy to all relevant project

costs incurred in its ERP project, which is provided under a cloud

computing service arrangement (refer Note B4).

New Standards and Interpretations not yet adopted

There are no new Standards and Interpretations that are issued,

but not yet effective as at 30 June 2021, that are expected to

have a material impact on the Group in current or future

reporting periods.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

65

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B. Group performance

This section explains the results and performance of the Group for the year, including segment information, earnings per share and

taxation.

The Group’s key performance measures are segment revenue and segment results before interest, tax, depreciation and amortisation

(Segment EBITDA, a non-GAAP measure). Further information and analysis of performance can be found in the CEO’s year in review

report, which forms part of this Annual Report.

B1. Operating segments

Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the

chief operating decision maker in order to allocate resources to the segment and assess its performance.

For management purposes, the Group is organised into business units based on geographical location along with a corporate

function, and has three reportable operating segments as follows:

—The Australia and New Zealand segment receives external revenue from infant nutrition, milk and other dairy products along with

rent, royalty and licence fee income.

—The China and Other Asia segment receives external revenue from infant nutrition, milk and other dairy products.

—The USA segment receives external revenue from milk sales and licence fees.

In August 2019, the Board announced its decision to withdraw from fresh milk operations in the UK (previously reported as the UK

segment), with all the UK fresh milk trading operations ceasing in the period to 31 December 2019. Comparative information for the

year ended 30 June 2020 includes the UK segment as a discontinued operation (refer Note B3).

Management monitors the operating results of its business units separately for the purpose of making decisions about resource

allocation and performance assessment. Segment performance is assessed on segment EBITDA and is measured in conformity with the

accounting policies adopted for preparing and presenting the financial statements of the Group.

FINANCIAL STATEMENTS

66

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B1. Operating segments (continued)

2021

Continuing operations

Total

$’000

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Consolidated sales558,331583,42163,2821,205,034

Other revenue 1,389–3111,70 0

Reportable segment revenue559,720583,42163,5931,206,734

Reportable segment results

(Segment EBITDA)148,84975,569(33,540)190,878

Corporate EBITDA( 6 7, 4 5 0 )

Group EBITDA123,428

Reconciliation to consolidated statement of comprehensive income

Interest income 3,989

Interest expense(699)

Depreciation and amortisation( 7, 4 5 3)

Income tax expense(38,607)

Consolidated profit after tax80,658

2020

Continuing operations

Discontinued

operation UK

$’000

Total

$’000

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

Consolidated sales965,232699,39666,0681,730,6961,3961,732,092

Other revenue 435––435–435

Reportable segment revenue965,667699,39666,0681,731,1311,3961,732,527

Reportable segment results

(Segment EBITDA)465,633224,857(50,523)639,967(2,301)637,666

Corporate EBITDA( 8 7, 9 47 )–( 8 7, 9 47 )

Group EBITDA552,020(2,301)549,719

Reconciliation to consolidated statement of comprehensive income

Interest income 6,135

Interest expense(389)

Depreciation and amortisation(4,393)

Income tax expense(165,235)

Consolidated profit after tax385,837

One customer within the Australia and New Zealand segment contributed revenue in excess of 10% of Group revenue of

$200,514,000 (2020: $375,812,000).

THE a

2 MILK COMPANY ANNUAL REPORT 2021

67

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B1. Operating segments (continued)

Other segment information

2021

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

UK

$’000

Corporate

$’000

Total

$’000

Additions to non-current assets20,364473,051–4,10527, 5 6 7

Depreciation and amortisation3,0872,176489–1,7017, 4 5 3

2020

Additions to non-current assets6,3246,552366–4,33317, 5 75

Depreciation and amortisation2,0811,0 02225361,0 494,393

The majority of the Group’s revenue generated from customers, and the majority of its non-current assets (other than the listed

investment at fair value and deferred tax assets), are sourced and located outside of its country of domicile (New Zealand).

B2. Revenue

Disaggregation of revenue

In the following table, revenue is disaggregated by geographical location (reportable segments) and major product types.

2021

Continuing operations

Total

$’000

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Infant nutrition:

China label–389,882–389,882

English and other labels

1

357,037166,870–523,907

Liquid milk168,9868,25263,282240,520

Other33,69718,41731152,425

559,720583,42163,5931,206,734

2020

Continuing operations

Discontinued

operation UK

$’000

Total

$’000

Australia and

New Zealand

$’000

China and

Other Asia

$’000

USA

$’000

Total

$’000

Infant nutrition:

China label–3 3 7,715–3 3 7,715–3 3 7,715

English and other labels

1

745,0553 41,120–1,086,175–1,086,175

Liquid milk152,5393,40066,068222,0071,396223,403

Other68,07317,161–85,234–85,234

965,667699,39666,0681,731,1311,3961,732,527

1 Revenue is allocated based on management responsibility and usually reflects the geographical location of the Group’s wholesale customers.

We understand that a significant portion of the infant nutrition sales to customers in the Australia and New Zealand segment are ultimately consumed

in China.

FINANCIAL STATEMENTS

68

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B2. Revenue (continued)

Contract balances

The following table provides information about receivables and contract liabilities from contracts with customers.

Note

2021

$’000

2020

$’000

Receivables C147, 8 3 863,595

Customer contract liabilities(4,746)(3,773)

Customer contract liabilities are payments received in advance from customers. The amount of $3,773,000 recognised in customer

contract liabilities at 30 June 2020 was recognised as revenue in the year ended 30 June 2021.

Remaining performance obligations at 30 June 2021 have an original expected duration of one year or less.

Recognition and measurement

Sales of products

The Group sells branded milk products made with milk from cows that are specially selected to produce milk that naturally contains

only the A2 protein type, to wholesale customers.

A sale is recognised when control of the product has transferred, being when the product is delivered to the customer and there is no

unfulfilled obligation that could affect the customer’s acceptance of the product. Delivery occurs when the product has been shipped

to the location specified by the customer and the customer accepts the product.

Revenue from sales is recognised based on arrangements as agreed with the customer. These arrangements are applied on an order

by order basis and do not commit the customers to purchase a specified quantity or type of product; nor do they commit the Group to

deliver a specified quantity or type of product. The arrangements set out the terms and conditions that apply to the parties each time

an order is placed by a customer and accepted by the Group, creating a sale contract for that order. The terms and conditions cover, as

appropriate to the customer, pricing, settlement of liabilities, return policies and any other negotiated performance obligations.

Revenue is recognised after offsetting items of variable consideration such as rebates agreed with customers.

Settlement terms range from cash-on-delivery or prepaid terms to various credit terms not exceeding 60 days from end of month.

These terms reflect assessment of customer credit risk and industry practice.

Customer contract liabilities refer to payments in advance received from customers, with subsequent delivery to customers, and

recognition of revenue, generally occurring within a week of receipt of the payment.

For credit customers a receivable is recognised when the products are delivered, being the point in time that the consideration is

unconditional because only the passage of time is required before payment is due.

Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal and the effective interest rate applicable, which is the rate that

exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

69

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B3. Results of discontinued operation

In August 2019, the Board announced its decision to withdraw from fresh milk operations in the UK (reported in the UK segment) to

focus instead on strengthening the Group’s position in core regions, which offer more significant scale potential and platforms for

further new product development.

All the UK fresh milk trading operations ceased in the period to 31 December 2019.

2020

$’000

Results

Revenue1,396

Expenses(3,730)

Results from operating activities(2,334)

Net finance income4

Income tax–

Results from operating activities, net of tax(2,330)

Earnings per share

Basic (cents per share)(0.32)

Diluted (cents per share)(0.31)

Cash flow

Operating(4,452)

Investing–

Net cash outflow for the period(4,452)

B4. Expenses

2021

$’000

2020

$’000

Profit before income tax includes the following significant items:

Salary and wage costs62,86069,830

Equity settled share-based payments (refer Note F2)1,8358,331

Directors’ fees and expenses1,0 401,079

Audit fees (refer Note F3)1,410970

Bad and doubtful debts1779

Insurance20,37111, 2 3 4

Professional service fees13,13829,070

ERP project costs

1

9,69590

Depreciation and amortisation7, 4 5 34,393

Net foreign exchange loss8,9561,434

Mataura Valley Milk Limited acquisition costs (refer Note E2) 10,376–

Greenhouse Gas emission reduction initiatives and carbon credits

2

2,6424,876

1 ERP project costs include costs of configuring and customising software in a Cloud Computing Service Agreement.

2 The value of greenhouse gas emission reduction initiatives and carbon credits in the prior period consists of carbon credits offsetting emissions for FY19

and FY20. For FY21, carbon credits were purchased to offset direct emissions, with the remaining funding that would have been used to purchase carbon

credits for indirect emissions redeployed to progress initiatives targeting the long-term decarbonisation of the Group’s supply chain. 

FINANCIAL STATEMENTS

70

B5. Finance costs
2021

$’000

2020

$’000

Interest expense – lease liabilities699389

Finance costs7159

770448

B6. Earnings per share (EPS)

20212020

Profit/(loss) attributable to members of the Company:

Continuing operations ($’000)80,658388,167

Discontinued operation ($’000)–(2,330)

Profit attributable to members of the Company used in calculating basic and diluted EPS ($’000)80,658385,837

Weighted average number of ordinary shares (‘000) for basic EPS742,456736,467

Effect of dilution due to partly paid ordinary shares, share options and time-based and

performance rights (‘000)2933,879

Weighted average number of ordinary shares (‘000) for diluted EPS742,749740,346

Earnings per share

Basic EPS (cents)10.8652.39

Diluted EPS (cents)10.8652.12

Earnings per share – continuing operations

Basic EPS (cents)10.8652.71

Diluted EPS (cents)10.8652.43

Recognition and measurement

Basic EPS is calculated as net profit attributable to members of the Company, adjusted to exclude any costs of servicing equity (other

than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.

Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be converted into ordinary shares in

the Company.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

THE a

2 MILK COMPANY ANNUAL REPORT 2021

71

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B7. Income taxes

2021

$’000

2020

$’000

Income tax recognised in profit or loss

Current tax 65,82018 3,171

Deferred tax origination and reversal of temporary differences(25,647)(11, 27 7 )

Adjustments in respect of current income tax of previous year (1,566)(6,659)

Total tax expense38,607165,235

The prima facie income tax on pre-tax accounting profit from operations reconciles to:

Profit from continuing operations119, 265553,402

Loss from discontinued operation–(2,330)

Accounting profit before income tax119, 265551,072

Income tax expense calculated at 28% (2020: 28%)33,394154,30 0

Difference in income tax rates: UK 19% (2020: 19%), Australia 30% (2020: 30%),

USA 24% (2020: 24%), and China 25% (2020: 25%)2,5667, 26 3

Non-deductible expenses and non-assessable income3,1911,50 0

Prior period adjustment to tax expense(5,243)(5,975)

Foreign tax credits forfeited726(45)

Income tax recognised in equity(219)5,554

Deferred tax asset not recognised4,1922,638

Total tax expense38,607165,235

Income tax expense – continuing operations38,607165,235

Income tax attributable to discontinued operation––

38,607165,235

Income tax recognised directly in equity

Current tax219(6,274)

Deferred tax747(9,241)

Tax expense/(benefit) in equity966(15,515)

FINANCIAL STATEMENTS

72

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B7. Income taxes (continued)

Deferred tax balances

Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be

available, against which the tax asset can be utilised.

2021

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents71444–515

Provisions and accrued expenses16,60933,200–49,809

Tax losses305(51)–254

Employee share scheme10,104(8,969)(812)323

Other1,4 871,6 4 4–3,131

28,57626,268(812)54,032

Gross deferred tax liabilities

Property, plant and equipment(375)(556)–(931)

Net deferred tax 28,20125,712(812)53,101

Charge to profit or loss25,647

Charge to other comprehensive income65

25,712

2020

Opening

balance

$’000

Charge to

comprehensive

income

$’000

Charge to

equity

$’000

Closing

balance

$’000

Gross deferred tax assets

Patents72(1)–71

Provisions and accrued expenses7, 5 6 29,047–16,609

Tax losses28421–305

Employee share scheme–9019,20310,104

Other1891,298–1,4 87

8 ,10711, 26 69,20328,576

Gross deferred tax liabilities

Property, plant and equipment(424)49–(375)

Net deferred tax 7, 6 8 311, 3159,20328,201

Charge to profit or loss11, 27 7

Charge to other comprehensive income38

11, 315

THE a

2 MILK COMPANY ANNUAL REPORT 2021

73

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B7. Income taxes (continued)

Deferred tax balances (continued)

Net deferred tax balances recognised in the financial statements

2021

$’000

2020

$’000

Net deferred tax assets53,10128,201

Net deferred tax liabilities––

Net deferred tax53,10128,201

Tax losses

The Group has the following estimated gross tax losses at balance date not recognised:

2021

$’000

2020

$’000

United States of America5 7, 5 6 742,517

Australia8442,493

Total5 8 , 41145,010

Imputation and franking credits

The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit

and franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies

stated on an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to

declare dividends. The franking credit account balance is stated in NZD, with the balance available for distribution dependant on future

exchange rate movements.

Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company:

2021

$’000

2020

$’000

Imputation credits52,73143,987

Franking credits422,760406,265

FINANCIAL STATEMENTS

74

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE

FOR THE YEAR ENDED 30 JUNE 2021

B7. Income taxes (continued)

Recognition and measurement

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited

in other comprehensive income or equity, in which case that tax is recognised in other comprehensive income or equity respectively; or

where they arise from the initial accounting for a business combination.

The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax rates that

have been enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised on differences between the carrying amount of assets and liabilities in the financial statements and the

corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised

for all deductible temporary differences to the extent that it is probable that taxable profits will be available in the future against which

those deductible temporary differences can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled

or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The

measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the

Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax

assets and liabilities on a net basis.

The carrying amount of deferred tax assets is reviewed at each reporting date for recoverability. Likewise, unrecognised tax assets (not

booked to balance sheet) are re-assessed at each reporting date, and recognised, to the extent that future taxable profits are deemed

likely to allow the asset to be recovered.

Key estimates and judgements

Recovery of deferred tax assets

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences, to the extent

that it is probable that future taxable profits will be available against which they can be used.

Judgement is required when deferred tax assets are reviewed at each reporting date. Deferred tax assets may be reduced to the

extent that it is no longer probable that future taxable profits will be available.

Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in

expectations for the future performance of the business may impact the amount of deferred tax assets recoverable and recognised

on the consolidated statement of financial position and the amount of other tax losses and temporary differences not yet recognised.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

75

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C. Operating assets and liabilities

This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate

the Group’s performance.

C1. Trade and other receivables

2021

$’000

2020

$’000

Trade receivables from contracts with customers47, 8 3 863,595

Allowance for impairment(107)(99)

Goods and services tax11,3902,885

Other receivables6,1634,319

65,28470,700

The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial

risk management.

Recognition and measurement

Trade receivables from contracts with customers are recognised initially at their transaction price. Other receivables are recognised

initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method,

less any lifetime expected credit losses.

C2. Inventories

2021

$’000

2020

$’000

Raw materials 16,30910,306

Finished goods 89,57968,457

Goods in transit6,31668,569

Total inventories at the lower of cost and net realisable value112, 20 4147, 3 32

During the year $108,578,000 (2020: $3,773,000) was recognised as an expense in cost of sales for inventories written down or

written off, including costs of disposal.

Inventory levels increased during the year as a consequence of managing the uncertainties and complexities of COVID-19 impacting

supply chains. Due to the ongoing challenges in the infant nutrition category, the rundown of this inventory was slower than

expected. Older infant nutrition inventory has been written off and has or will be destroyed.

Recognition and measurement

Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average

methods. Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and the

estimated costs necessary to make the sale.

Key estimates and judgements

Recovery of inventory

Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected

future selling price of such inventory. Changes in trading and economic conditions may impact these estimations in future periods.

FINANCIAL STATEMENTS

76

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C3. Trade and other payables

Trade and other payables – current

2021

$’000

2020

$’000

Trade payables40,986129,951

Rebates and promotional allowances70,12734,420

Accrued charges13 7, 25 791,632

Employee entitlements17, 92625,916

266,296281,919

Trade and other payables – non-current

2021

$’000

2020

$’000

Employee entitlements511392

Recognition and measurement

Trade payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate method.

They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase of

goods and services. The amounts are unsecured.

Accrued charges represent amounts payable for supplies and services received but not invoiced at the reporting date.

Employee entitlements

Provision is made for benefits accruing to employees in respect of wages and salaries, bonuses, annual leave, and long service leave

when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using

the remuneration rate expected to apply at the time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present

value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to the

reporting date.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

77

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C4. Property, plant and equipment

2021

Office &

computer

$’000

Furniture &

fittings

$’000

Leasehold

improvements

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 20201,0 0 43133,5079,38214,206

Additions 3896661,5563,0625,673

Disposals––(7)–(7)

Depreciation(741)(140)(830)(1,050)(2,761)

Net foreign currency exchange differences284(25)(216)851

Carrying amount 30 June 20219368144,01011, 4 0217,16 2

Cost2,0721,18 65,46420,24428,966

Accumulated depreciation(1,13 6)(372)(1,454)(8,842)(11, 8 0 4)

Carrying amount 30 June 20219368144,01011, 4 0217,16 2

2020

Office &

computer

$’000

Furniture &

fittings

$’000

Leasehold

improvements

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 20193302504969,22010,296

Additions 1,0131313,4431,2135,800

Disposals––(143)–(143)

Depreciation(343)(74)(320)(1,227)(1,96 4)

Net foreign currency exchange differences4631176217

Carrying amount 30 June 20201,0 0 43133,5079,38214,206

Cost1,7245384,34717, 2 3 523,844

Accumulated depreciation(720)(225)(840)( 7, 8 5 3)(9,638)

Carrying amount 30 June 20201,0 0 43133,5079,38214,206

Recognition and measurement

All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure

that is directly attributable to the acquisition of the item.

Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect

of any changes in estimate accounted for on a prospective basis. The following estimated useful lives are used in the calculation

of depreciation:

Office and computer equipment2–10 years

Furniture and fittings5 –10 years

Leasehold improvements2–12 years

Plant and equipment10 –15 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic

benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net

disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

FINANCIAL STATEMENTS

78

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C5. Investment property

In September 2020 the Group acquired the manufacturing facilities of the Kyvalley Dairy Group (Kyvalley), the Group’s long-term

fresh milk supplier in Victoria. Kyvalley will continue to operate the facility under a long-term operating lease and a long-term

supply agreement.

The investment property acquired, at a total cost of $16,352,000, consists of land, buildings and integral plant and equipment subject

to the lease, and transaction costs.

Under the agreement the Group will also undertake a future expansion and upgrade of the facility, subsidised by increased rent.

2021

Land

$’000

Buildings

$’000

Plant &

equipment

$’000

Work in

progress

$’000

Total

$’000

Acquisition 2905,26710,795–16,352

Additions –––864864

Depreciation–(150)(599)–(749)

Net foreign currency exchange differences34995–147

Carrying amount 30 June 20212935,16 610,29186416,614

Cost2935,31610,89086417, 3 6 3

Accumulated depreciation–(150)(599)–(749)

Carrying amount 30 June 20212935,16 610,29186416,614

Profit arising from investment property

2021

$’000

Rental income804

Direct operating expenses (including repairs and maintenance) generating rental income –

Direct operating expenses (including repairs and maintenance) that did not generate rental income–

804

Future minimum rentals receivable under operating lease

2021

$’000

Not longer than 1 year1,075

Longer than 1 year and not longer than 5 years4,301

Longer than 5 years16,043

Total undiscounted lease payments to be received21,419

Measurement of fair value

The investment property was purchased in September 2020. The Group has not engaged an independent valuer for the current period

and the fair value of $15,237,000 at reporting date has been determined by the directors with reference to the purchase price given

the short period of time that has elapsed since the purchase. Directors consider that the purchase price, less stamp duty to be a

reasonable approximation of fair value as at 30 June 2021.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

79

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C5. Investment property (continued)

Recognition and measurement

Investment property

The purchase and upgrade of the Kyabram site is a strategic investment to ensure quality of products and processing capacity. The

related long-term product supply agreement entered into alongside the investment provides ongoing supply from KyValley’s

contracted A2 beta casein protein milk pool.

Investment property is held primarily to earn rental income and capital appreciation. It is measured initially at cost, including

transaction costs such as transfer taxes and professional fees for legal services. Subsequent to initial recognition, the Group has elected

to measure investment property using the cost model (carried at historical cost less accumulated depreciation and impairment).

Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated

residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of

any changes in estimate accounted for on a prospective basis. Land is not depreciated. The following estimated useful lives are used in

the calculation of depreciation:

Buildings30 years

Plant and equipment15 years

The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic

benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net

disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.

Work in progress expenditure is capitalised only when the Group can demonstrate the potential for the asset to generate future

economic benefits on completion; and the ability to measure reliably the expenditure attributable to the asset during its development.

Depreciation commences when the asset is available for use.

Rental income

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term, and is

included in other revenue in the consolidated statement of comprehensive income. 

FINANCIAL STATEMENTS

80

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C6. Intangible assets

2021

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20208153,4323119578 ,12513,6 4 0

Additions643801,19 4––1,638

Disposals––(77)––(77)

Transfers––973(973)––

Amortisation(73)–(68)––(141)

Net foreign currency exchange

differences––14164777

Carrying amount 30 June 20218063,8122,347–8 ,17215,137

Cost1,4093,8123,998–8 ,17217,391

Accumulated amortisation and

impairment(603)–(1,651)––(2,254)

Carrying amount 30 June 20218063,8122,347–8 ,17215,137

2020

Patents

$’000

Trademarks

$’000

Software

$’000

Project

development

$’000

Goodwill

$’000

Total

$’000

Carrying amount 1 July 20198353,1873416657, 9 5 712,985

Additions52245181944–1,422

Transfers––(100)(665)–(765)

Amortisation(72)–(111)––(183)

Net foreign currency exchange

differences–––13168181

Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0

Cost1,3463,4321,8909708 ,12515,763

Accumulated amortisation and

impairment(531)–(1,579)(13)–(2,123)

Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0

Trademarks are allocated to the following cash generating units (CGUs) for the purpose of impairment testing: Australia and

New Zealand $283,000 (2020: $323,000); China and other Asia $3,376,000 (2020: $2,984,000); USA $153,000 (2020: $125,000).

During the year the total value of research and development costs expensed was $2,506,000 (2020: $4,332,000).

Recognition and measurement

The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the

expenditure generating future economic benefits for the Group.

The costs of configuring or customising a supplier’s application software in a Cloud Computing Software as a Service agreement are

expensed as incurred. Costs of $8,169,000 (2020: $nil) are included in administrative expenses in the consolidated statement of

comprehensive income.

Patents

Patents are considered to have a finite life and are amortised on a straight-line basis over the lifetime of the patent.

Trademarks

Trademarks are not subject to amortisation as they are considered to have an indefinite life and are tested for impairment annually and

whenever there is an indication that the asset may be impaired.

Software

Software is amortised on a straight-line basis over 2 to 3 years.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

81

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C6. Intangible assets (continued)

Recognition and measurement

Project development costs

Project development expenditure is capitalised only when the Group can demonstrate: the technical feasibility of completing the

intangible asset so that it can be available for use or sale; the potential for the asset to generate future economic benefits on

completion; and the ability to measure reliably the expenditure attributable to the asset during its development. Amortisation

commences when the asset is available for use.

Project development costs are amortised over a maximum useful life of 5 years.

Goodwill

Goodwill is recognised on business acquisitions, representing the excess of the cost of acquisition over the Group’s interest in the net

fair value of the identifiable assets, liabilities and contingent liabilities of the business recognised at the date of acquisition.

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. For

the purposes of impairment testing, goodwill acquired in a business combination is, from the date of acquisition, allocated to the

Group’s cash-generating units that are expected to benefit from the synergies of the combination.

Impairment testing for cash-generating units (CGUs) containing goodwill

Goodwill allocation

For the purposes of impairment testing, goodwill is allocated to the Australia and New Zealand CGU, being the lowest level within the

Group at which goodwill is monitored by internal management.

The movement in Australia and New Zealand goodwill is attributable to foreign exchange movements.

Recognition and measurement

Impairment testing of non-financial assets

Assets that have an indefinite useful life, such as goodwill and trademarks, are not amortised but are tested annually for impairment.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. For the

purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows

(cash-generating units).

Impairment losses are recognised in the consolidated statement of comprehensive income. They are allocated first to reduce the

carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets in the CGU on a

pro-rata basis.

An impairment loss in respect of goodwill is not reversed. Non-financial assets other than goodwill that have been impaired are

reviewed for possible reversal at each reporting date. An impairment loss is reversed only to the extent that the asset’s carrying

amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment

loss had been recognised.

Key estimates and judgements

Goodwill and intangibles

Judgements are made with respect to identifying and valuing intangible assets on acquisitions of new businesses.

The Group assesses whether goodwill and intangibles with indefinite useful lives are impaired at least annually. These calculations

involve judgements to estimate the recoverable amount of the cash-generating units to which the goodwill and intangibles with

indefinite useful lives are allocated.

FINANCIAL STATEMENTS

82

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C6. Intangible assets (continued)

Annual impairment testing as at 30 June 2021

The recoverable amount of goodwill and trademarks has been determined on a value in use basis using a discounted cash flow

approach, and projections based on financial budgets approved by the Board, and 4-year forward plans supplied by management.

Key assumptions

Discount rates (pre-tax): 7.6% (2020: 6.8% to 7.0%)

Terminal growth rate: 2.0% (2020: 2.0%)

Sensitivity to change in assumptions

The calculation of value in use is most sensitive to the following assumptions:

—Gross margins

—Discount rates

—Revenue growth during the forecast period

—Growth rates used to extrapolate cash flows beyond the forecast period (terminal growth rate)

Gross margins – Gross margins are based on budgeted margins for FY22, and estimates for future years, adjusted where appropriate

to account for expected future trading conditions. Consideration has been given to the growth profile of each CGU when forecasting

future margin returns.

Discount rates – Discount rates represent the risks specific to each CGU, taking into consideration the time value of money and

individual risks of the underlying cash flows expected from the CGU being assessed. CGU specific risk is incorporated by applying

individual beta factors. The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived

from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the

expected return on investment by the Group’s investors. Noting that the Group had no debt at 30 June 2021, the cost of debt is based

on the capital structure that could be expected from a similar market participant.

Revenue growth – Revenue projections have been constructed with reference to the FY22 budget and 4-year forward looking plans,

and adjusted for recent performance trends across the regions (where necessary).

Terminal growth rate – A terminal growth rate of 2.0% has been used for future cash flow growth beyond the forecast period.

The terminal value (being the total value of expected cash flows beyond the forecast period) is discounted to present values using the

discount rate specific to each CGU.

As at 30 June 2021, the recoverable amount of the Group’s CGUs exceeds their carrying amounts. The directors believe that no

reasonably possible change in any of the key assumptions would cause the recoverable amount of these CGUs to be less than their

carrying values. Based on this assessment, no impairment write downs are considered necessary.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

83

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES

FOR THE YEAR ENDED 30 JUNE 2021

C7. Other financial assets

2021

$’000

2020

$’000

Listed investment at fair value15 7, 8 0 3252,580

The listed investment is in Synlait Milk Limited (Synlait). Synlait is a dairy processing company (listed on the NZX and the ASX) with

which the Group has an ongoing Nutritional Powders Manufacturing and Supply Agreement. No dividends were received from this

investment during the year (2020: $nil)

In November 2020 the Company participated in Synlait’s institutional placement of securities, acquiring an additional 7,777,863 shares

for $39,841,000. There was no change to the Company’s total percentage holding in Synlait, which remains at 19.8%

(30 June 2020: 19.8%).

A fair value loss of $134,618,000 (2020: loss $56,083,000) was recognised in other comprehensive income for the year.

Shareholding in Synlait Milk Limited

Movements in the period

 

Shares

‘000

Cost

$‘000

Share price at

report date


Market

Value

$‘000

Mark to

market

$’000 

Balance 30 June 2020 35,575 248,940 7.10  252,580 3,640 

Placement 7,7 7 8  39,8 41    

Balance 30 June 202143,353288,781 3.6415 7, 8 0 3(130,978)

Fair value loss in period    (134,618)

Recognition and measurement

This listed investment is a long-term investment classified as a financial asset measured at fair value through other comprehensive

income. The Group does not control or have significant influence over the investee.

Unrealised gains or losses arising from changes in fair value are recognised through other comprehensive income in the fair value

revaluation reserve within equity.

FINANCIAL STATEMENTS

84

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D. Capital and financial risk management

This section outlines how the Group manages its capital structure and its exposure to financial risk, and provides details of its balance

sheet liquidity and access to financing facilities.

D1. Capital management

The Group’s objective when managing its capital is to safeguard the Group’s ability to continue as a going concern and to continue to

generate value for stakeholders. The Group is not subject to externally imposed capital requirements, and currently has no debt.

The Group’s capital structure may be modified by payment of dividends to shareholders, returning capital to shareholders, or issuing

new shares.

The Board is currently of the view that there is greater opportunity to create value by investing in the business and through potential

acquisition than by returning capital to shareholders either via a buyback or by introducing a dividend at this stage in the Company’s

development. Capital management options will continue to be an important consideration in the broader capital planning process and

will continue to be reviewed by the Board on an ongoing basis.

The Company’s Board of Directors reviews the capital structure at least twice a year before announcing results.

D2. Financial risk management

Financial risk management objectives

Exposure to credit risk, market risk (including currency risk, commodity price risk, and equity price risk), and liquidity risk arises in the

normal course of the Group’s business.

The Group’s financial risk management processes and procedures seek to minimise the potential adverse impacts that may arise from

the unpredictability of financial markets.

The Group’s corporate finance function provides treasury services to the business, co-ordinates access to domestic and international

financial markets, and monitors and manages liquidity and the financial risks relating to the operations of the Group through internal

risk reports which analyse exposures by degree and magnitude of these risks.

Policies and procedures are reviewed periodically to reflect both changes in market conditions and changes in the nature and volume

of Group activities.

The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative or hedging

purposes. Specific risk management objectives and policies are set out below.

The Group uses various methods to measure different types of risk exposures. These methods include ageing analysis for credit risk,

and sensitivity analysis in the case of foreign exchange risks and equity price risk.

Credit risk management

Credit risk is the risk of financial loss to the Group if a customer or the counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from the Group’s receivables from customers.

2021

$’000

2020

$’000

Maximum exposures to credit risk at balance date:

Cash and short-term deposits (counterparty risk)875,15 085 4,178

Trade receivables (customer credit risk)47, 8 3 863,595

 922,988917,7 7 3

THE a

2 MILK COMPANY ANNUAL REPORT 2021

85

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D2. Financial risk management (continued)

Counterparty risk

At balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined by recognised credit

agencies, including National Australia Bank, ANZ Bank, Westpac, ASB Bank, Bank of New Zealand, HSBC Bank,

JP Morgan Chase Bank and Lloyds Bank. The Group does not have any other concentrations of counterparty credit risk.

Customer credit risk

The Group’s exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. The majority of

sales are to major retailers and other significant customers with established creditworthiness and minimum levels of default. Other

sales are made cash on delivery.

New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position,

previous trading experience and other factors.

In monitoring customer credit risk, customers are assessed individually by their debtor ageing profile. Monitoring of receivable balances

on an ongoing basis minimises the exposure to bad debts. Historically, bad debt write-offs have been negligible.

There are significant concentrations of business within the Group. In 2021, 22% of sales with credit terms were to three customers

(2020: 24% of sales to three customers). There is no history of default for these customers.

The provision for impairment is recognised based on an assessment of lifetime expected credit loss.

Ageing of trade receivables at the reporting date

GrossImpairmentGrossImpairment

2021

$’000

2021

$’000

2020

$’000

2020

$’000

Not past due40,420–51,343–

Past due up to 90 days6,082–10,492–

Past due 91 to 180 days442(15)732(45)

Past due 181 days to one year600(57)1,0 02(54)

More than one year294(35)26–

47, 8 3 8(107)63,595(99)

The average credit period on sales is 17 days (2020: 16 days). No interest is charged on trade receivables outstanding.

Movement in impairment allowance for expected credit loss

2021

$’000

2020

$’000

Balance at beginning of year9920

Amount charged to the consolidated statement of comprehensive income1779

Provisions reversed(9)–

10799

FINANCIAL STATEMENTS

86

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D2. Financial risk management (continued)

Market risk

Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.

The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar. Prices

charged by manufacturers (including pricing of whole and skim milk powders) are subject to movements in commodity milk pricing.

The Group’s holding of a listed investment also exposes it to equity price risk.

Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the

Group’s exposure to market risks or the way it manages and measures risk.

Foreign currency risk management

The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the US, and China; and the resultant

movements in the currencies of those countries against the NZ dollar. The Group does not hedge this risk, but may transfer cash

balances from time-to-time between currencies to reduce exposure or to match underlying liabilities. As at 30 June 2021,

approximately 72% of the Group’s cash and short-term deposits were held in NZ dollars to assist in managing risk associated with NZ

dollar liabilities.

Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the

Group based on closing exchange rates as at 30 June, applied to the Group’s financial assets/(liabilities) at 30 June. Exchange rates and

assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.

The analysis is performed consistently from year to year.

2021

Net exposure

on reporting

date

Impact on

pre-tax profit or (loss)

$’000$’000$’000

Movement on exchange rate–+10%–10%

AU Dollar2,416268(220)

US Dollar68,5767, 6 21(6,233)

GB Pound6,314702(574)

Chinese Yuan Renminbi( 97, 6 0 2)(10,845)8,873

2020

Net exposure

on reporting

date

Impact on

pre-tax profit or (loss)

$’000$’000$’000

Movement on exchange rate–+10%–10%

AU Dollar36140(33)

US Dollar31,3103,478(2,847)

GB Pound6,549728(595)

Chinese Yuan Renminbi(16,503)(1,834)1,50 0

As the foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other

receivables and payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact

on profit or loss.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

87

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D2. Financial risk management (continued)

Foreign currency risk management (continued)

Exchange rates

The following significant exchange rates applied during the year:

Average rateReporting date spot rate

2021202020212020

AU Dollar0.93080.94800.93010.9355

US Dollar0.69650.63500.70340.6444

GB Pound0.51520.50530.50690.5185

Chinese Yuan Renminbi4.60794.47724.54264.5612

Equity price risk

The Group is exposed to equity price risk on its listed investment classified and measured at fair value through other comprehensive

income (FVOCI). This risk is not hedged.

The Group monitors this risk exposure by comparing the movement in the quoted share price of this long-term investment against

movements in the S&P/NZX 50 Index over the same period.

As at 30 June 2021, the exposure to the listed investment at FVOCI was $157,803,000 (2020: $252,580,000). A 10% increase or

decrease in the share price of this listed investment would result in an increase or decrease of $15,780,000 (2020: $25,258,000) in the

fair value revaluation reserve through other comprehensive income, with no effect on profit or loss.

Liquidity risk management

Liquidity risk is the risk that the Group will be unable to meet its obligations as they fall due. This risk is managed by establishing a

target minimum liquidity level, ensuring that ongoing commitments are managed with respect to forecast available cash inflows.

The Group holds significant cash reserves which enable it to meet its obligations as they fall due, and to support operations in the

event of unanticipated external events.

The Group has no borrowings (2020: Nil).

Contractual maturities of financial liabilities

The Group’s financial liabilities consist entirely of trade payables and accruals, with no interest payable.

2021

$’000

2020

$’000

Financial liabilities

Trade payables40,986129,951

Rebates and promotional allowances70,12734,420

Accrued charges13 7, 25 791,632

248,370256,003

Maturity profile of the Group’s trade payables and accruals

2021

$’000

2020

$’000

Payable:

Less than 3 months236,829247, 93 5

3 to 6 months11,5 418,068

248,370256,003

The maturity analysis of future undiscounted lease liability payments is included in Note D7.

FINANCIAL STATEMENTS

88

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D2. Financial risk management (continued)

Fair values

Fair value hierarchy

Financial instruments carried at fair value are classified by valuation method based on the following hierarchy:

—Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

—Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as

prices) or indirectly (i.e. derived from prices)

—Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

The listed investment, classified as a financial asset measured at fair value through other comprehensive income, is the only financial

instrument carried by the Group at fair value, with a Level 1 valuation method applied. Carrying amount (equalling fair value) is applied

consistently in the current and prior year to assets and liabilities not recognised in the consolidated statement of financial position at

fair value.

The following methods and assumptions are used in estimating the fair values of financial instruments:

—listed investment – closing share price as at 30 June 2021 on the NZX; and

—cash and short-term deposits, trade and other receivables and payables – carrying amount equals fair value.

D3. Cash and short-term deposits

2021

$’000

2020

$’000

Cash at banks and on hand531,469413,032

Short-term deposits343,6814 41,14 6

875,15 085 4,178

Bank balances and cash comprise cash held by the Group. Interest is earned at floating rates based on daily bank deposit rates. The

carrying value of cash assets approximates their fair value.

Cash at banks and on hand includes AUD 80,404,000 (2020: AUD 67,039,000), GBP 3,344,000 (2020: GBP 3,396,000),

USD 67,743,000 (2020: USD 40,158,000), and RMB 278,312,000 (2020: RMB 134,648,000).

Recognition and measurement

Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and on hand and short-term

deposits with an original maturity of three months or less that are readily convertible to known amounts of cash, and which are

subject to an insignificant risk of changes in value.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

89

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D4. Cash flow information

Reconciliation of after tax profit with net cash flows from operating activities

2021

$’000

2020

$’000

Net profit for the year80,658385,837

Adjustments for non-cash items:

Depreciation and amortisation 7, 4 5 34,393

Loss on disposal84905

Gain on termination of lease (9)–

Share-based payments1,8358,331

Net foreign exchange loss/(gain)3,766(573)

Deferred tax(25,824)(5,040)

Changes in working capital:

Trade and other receivables5,416(4,452)

Prepayments28,517(6,643)

Inventories35,128(38,879)

Trade and other payables(15,819)108,572

Customer contract liabilities9732,342

Income tax receivable(16,435)–

Income tax payable(16,328)( 27, 3 8 2)

Net cash inflow from operating activities89,4154 27, 411

D5. Share capital

Movements in contributed equity:

20212020

Number

of shares

Share capital

$’000

Number

of shares

Share capital

$’000

Fully paid ordinary shares:

Balance at beginning of year739, 8 3 0,151146,933735,048,40514 4,495

Movements in the period:

Exercise of options3,200,0002,0163,800,0002,394

Vesting of performance rights320,000–848,000–

Vesting of time-based rights38,820–122,18 4–

Gift shares7,14 4–3,693–

Share match programme14,6751917, 8 6 9115

Share issue costs–(19)–(71)

3,580,6392,18 84,781,7462,438

Balance at end of year743,410,790149,121739, 8 3 0,151146,933

Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote

per share at shareholders’ meetings.

The Company does not have authorised capital or par value in respect of its issued shares.

FINANCIAL STATEMENTS

90

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D6. Nature and purpose of reserves

Employee equity settled payments reserve

The employee equity settled payments reserve is used to record the value of share-based payments provided to employees and

contractors, including key management personnel.

Fair value revaluation reserve

The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets

measured at fair value through other comprehensive income.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements

of foreign operations.

Treasury shares reserve

The treasury shares reserve comprises the cost, net of any tax effects, of the Company’s shares purchased and held by the trustee of

the a2MC Group Employee Share Trust to be available solely for participants in Group employee share plans. When treasury shares

subsequently vest to employees under employee share plans, the carrying value of the vested shares is transferred to the employee

equity settled payments reserve. During the year no Company shares were acquired by the Trust (2020: 770,747 shares acquired for

$12,655,000). As at 30 June 2021, the Trust held 362,823 of the Company’s shares (2020: 743,676 shares).

Movements on these reserve accounts are set out in the consolidated statement of changes in equity.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

91

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D7. Leases

Group as lessee

The Group has entered into leases for office and industrial premises, motor vehicles and equipment. There are no financial restrictions

placed upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for

additional terms. All lease contracts with options to renew contain market review clauses in the event that an option to renew is

exercised.

Right-of-use assets

Carrying amounts of right-of-use assets recognised and movements during the period:

2021

Leased

property

$’000

Office &

computer

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 202015,76 411526516,14 4

Additions 2,95213753,040

Depreciation(3,596)(27)(179)(3,802)

Net foreign currency exchange differences(81)–1(80)

Carrying amount 30 June 202115,03910116215,302

Cost19,70114646920,316

Accumulated depreciation(4,662)(45)(307)(5,014)

Carrying amount 30 June 202115,03910116215,302

2020

Leased

property

$’000

Office &

computer

$’000

Plant &

equipment

$’000

Total

$’000

Carrying amount 1 July 20197, 4 9 9563147, 8 6 9

Additions 10,1747310610,353

Depreciation(2,068)(18)(160)(2,246)

Net foreign currency exchange differences15945168

Carrying amount 30 June 202015,76 411526516,14 4

Cost17,81713342718,377

Accumulated depreciation(2,053)(18)(162)(2,233)

Carrying amount 30 June 202015,76 411526516,14 4

Lease liabilities

Carrying amounts of lease liabilities and movements during the period:

2021

$’000

2020

$’000

Balance at beginning of the year16,8438 ,105

Additions3,04010,353

Gain on termination of lease(9)-

Accretion of interest699389

Payments(3,929)(2,164)

Net foreign currency exchange differences(146)160

Balance at end of the year16,49816,843

Current3,6483,407

Non-current12,85013,436

16,49816,843

FINANCIAL STATEMENTS

92

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D7. Leases (continued)

Lease liabilities (continued)

Maturity analysis of future undiscounted lease liability payments:

2021

$’000

2020

$’000

Not longer than 1 year4,1743,977

Longer than 1 year and not longer than 5 years8,2279,174

Longer than 5 years6,7286,566

Total undiscounted lease liabilities19,12919,717

Amounts recognised in profit or loss

2021

$’000

2020

$’000

Depreciation expense – right-of-use assets3,8022,246

Interest expense – lease liabilities699389

Expenses relating to short-term leases (included in Other expenses)5671,26 4

Expenses relating to low-value assets (included in Other expenses)523

Total amount recognised in profit or loss5,0733,922

Cash flows for leases

2021

$’000

2020

$’000

Total cash outflows:

Lease interest699389

Payment of lease principal3,2301,775

3,9292,16 4

Non-cash additions to right-of-use assets and lease liabilities3,04010,353

Recognition and measurement

A right-of-use asset and a lease liability are recognised at the lease commencement date.

The right-of-use asset is initially measured at cost, and subsequently at cost, less accumulated depreciation as the asset is written off

over the term of the lease, impairment losses, and any adjustments for remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments payable from the commencement date, discounted

using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.

Generally, the Group uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is

remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the

amount expected to be payable, or changes in the assessment of whether a purchase or extension option is reasonably certain to

be exercised.

Key estimates and judgements

Determination of the lease term

Judgement is applied to determine the lease term for those lease contracts that include renewal or termination options. This

assessment impacts the lease term, which may significantly affect the amount of lease liabilities and right-of-use assets recognised.

In determining the lease term consideration is given to all facts and circumstances that create an economic incentive to exercise an

extension option, or not to exercise a termination option.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

93

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT

FOR THE YEAR ENDED 30 JUNE 2021

D7. Leases (continued)

Group as lessor

Refer Note C5: Investment property

D8. Capital expenditure commitments

As at 30 June 2021, there were no capital expenditure commitments (2020: $nil).

D9. Contingent liabilities

As at 30 June 2021, there were no material contingent liabilities (2020: $nil).

FINANCIAL STATEMENTS

94

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2021

E. Group structure

This section provides details of the Group structure and the entities included in the consolidated financial statements.

E1. Consolidated entities

Details of the Company’s subsidiaries at 30 June 2021 are as follows:

Parties to

Deed of Cross

Guarantee

(Note E3)

*

Principal place

of business

Proportion of

ownership interest

20212020

Parent entity:

The a2 Milk Company Limited✓New Zealand––

Subsidiaries:

The a2 Milk Company (Export) Limited –New Zealand100%100%

a2 Holdings UK Limited–New Zealand100%100%

a2 Infant Nutrition Limited✓#New Zealand100%100%

The a2 Milk Company (New Zealand) Limited. –New Zealand100%100%

a2 Australian Investments Pty. Limited ✓Australia100%100%

a2 Botany Pty Ltd–Australia100%100%

The a2 Milk Company (Australia) Pty Ltd✓Australia100%100%

a2 Exports Australia Pty Limited✓Australia100%100%

a2 Infant Nutrition Australia Pty Ltd✓Australia100%100%

The a2 Milk Company (Nutrition) Pty Ltd✓Australia100%100%

a2MC Group Employee Share Trust–Australia100%100%

The a2 Milk Company Limited –UK100%100%

The a2 Milk Company LLC–USA100%100%

The a2 Milk Company–USA100%100%

The a2 Milk Company Limited–Canada100%100%

a2 Infant Nutrition (Shanghai) Co., Ltd.–China100%100%

The a2 Milk Company (Singapore) Pte. Ltd.–Singapore100%100%

* Each party to the Deed of Cross Guarantee is a member of the ‘closed group’ under the ASIC Corporations (Wholly-owned Companies) Instrument

2016/785.

# a2 Infant Nutrition Limited is the subject of an ASIC declaration under section 601 CK(7) of the Corporations Act 2001 (Cth, Australia), providing relief

from the requirement to prepare and lodge an audited financial report in Australia.

There were no entities over which the Company gained or lost control during the year.

All subsidiaries have a balance date of 30 June, except for The a2 Milk Company Limited (UK), The a2 Milk Company LLC, and

a2 Infant Nutrition (Shanghai) Co., Ltd which have a balance date of 31 December.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

95

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2021

E1. Consolidated entities (continued)

Recognition and measurement

Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial

statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date

that control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those

of the Group.

Transactions eliminated on consolidation

Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated

in preparing the consolidated financial statements.

E2. Acquisition of subsidiary

On 30 July 2021, subsequent to year-end, The a2 Milk Company Limited acquired a 75% controlling interest in Mataura Valley Milk

Limited (MVM) a dairy nutrition business, located in Southland, New Zealand.

The acquisition will enable the Group to participate in nutritional products manufacturing, provide supplier and geographical

diversification, and strengthen relationships with key strategic partners in China.

On 30 July 2021, the Company outlaid $268,506,000, allocated provisionally to the acquisition as follows:

$’000

Purchase price268,506

Less: effective date adjustment for net debt(215,234)

Purchase consideration53,272

FINANCIAL STATEMENTS

96

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2021

E2. Acquisition of subsidiary (continued)

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

$’000

Purchase consideration – cash53,272

The assets and liabilities provisionally recognised as a result of the acquisition are as follows:

Fair Value provisional

recognition on acquisition

$’000

Cash and cash equivalents54,760

Trade and other receivables21,835

Inventories7,74 3

Property, plant and equipment228,913

Right-of-use assets642

Intangible assets943

Trade and other payables(50,854)

Borrowings(30,000)

Lease liabilities(642)

Net identifiable assets acquired233,340

Less: non-controlling interests(58,335)

Less: effective date adjustment for net debt(215,234)

Add: goodwill93,501

Purchase consideration53,272

Assets and liabilities are measured on a provisional basis. MVM was acquired on 30 July 2021, giving insufficient time to finalise all

valuations. Total net assets acquired are also subject to a working capital adjustment, expected to occur in October 2021. If new

information is obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition,

requiring adjustment to assets and liabilities, the accounting for the acquisition may be revised.

Goodwill comprises the value of expected strategic synergies arising from the acquisition including access to manufacturing margins

and the ability to provide more flexibility for product supply, based on this recently constructed world-class nutritional products

manufacturing facility with an established workforce, and access to a growing productive milk pool. It will not be deductible for tax

purposes.

Accounting policy choice for non-controlling interests

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s

proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the

non-controlling interests in MVM, the Group has elected to recognise the non-controlling interests at its proportionate share of the

acquired net identifiable assets.

Cash flows on acquisition

$’000

Purchase consideration – cash(53,272)

Payment of external debt on acquisition(215,234)

Less: cash balances acquired54,760

Net outflow of cash (213,74 6)

THE a

2 MILK COMPANY ANNUAL REPORT 2021

97

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2021

E2. Acquisition of subsidiary (continued)

Acquisition-related costs

Acquisition-related costs of $10,376,000 (2020: $nil) are included in other expenses in the consolidated statement of comprehensive

income and in operating cash flows in the consolidated statement of cash flows.

Recognition and measurement 

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the

consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the

acquiree. 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised

for non-controlling interests.

Acquisition-related costs are expensed as incurred and included in profit or loss as other expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and

designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

FINANCIAL STATEMENTS

98

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2021

E3. Deed of cross guarantee

Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned

subsidiaries listed in Note E1 as parties to the Deed of Cross Guarantee are eligible for relief from the Corporations Act 2001

(Cth, Australia) requirements for preparation, audit and lodgement of financial reports and directors’ reports in Australia.

It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross

Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the

event of winding up of the other party under certain provisions of the Corporations Act 2001 (Cth, Australia). If a winding up occurs

under other provisions of the Act, the guarantee will only apply if after six months after a resolution or order for winding up any

creditor has not been paid in full.

A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled

entities which are parties to the Deed of Cross Guarantee (each party being a member of the closed group), after eliminating all

transactions between parties to the Deed of Cross Guarantee, at 30 June 2021 are set out as follows:

Consolidated statement of comprehensive income and retained earnings

for the year ended 30 June 2021

2021

$’000

2020

$’000

Revenue1,147, 0 2 01, 6 6 7, 2 01

Expenses(1,036,347)(1,15 7, 3 59 )

Finance income (net)3,5545,594

Profit before tax114 , 2 27515,436

Income tax expense(33,598)(159,790)

Profit after tax80,629 355,646

Other comprehensive income1,2542,322

Total comprehensive income for the year81,8833 5 7, 9 6 8

Retained earnings at beginning of the year970,031614,385

Transfers to and from reserves(1,254)(2,322)

Retained earnings at end of year1,050,660970,031

THE a

2 MILK COMPANY ANNUAL REPORT 2021

99

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE

FOR THE YEAR ENDED 30 JUNE 2021

E3. Deed of cross guarantee (continued)

Consolidated statement of financial position

as at 30 June 2021

2021

$’000

2020

$’000

Assets

Current assets

Cash and short-term deposits 801,412799,370

Trade and other receivables 124,91884,944

Prepayments26,53155,282

Inventories10 9,15 6143,498

Income tax receivable22,419–

Total current assets1,08 4,4361,083,094

Non-current assets

Property, plant and equipment 15,27912,206

Right-of-use assets10,90212,580

Investment property16,614–

Intangible assets14,96113,437

Other financial assets293,2202 97, 9 81

Deferred tax assets46,67624,314

Total non-current assets397,652360,518

Total assets1,4 82,0881,4 43,612

Liabilities

Current liabilities

Trade and other payables240,988273,133

Customer contract liabilities4,7463,773

Lease liabilities1,9101,952

Income tax payable–13,753

Total current liabilities247, 6 4 4292,611

Non-current liabilities

Trade and other payables511392

Lease liabilities9, 61110,954

Total non-current liabilities10,12211, 3 4 6

Total liabilities25 7,76 6303,957

Net assets1,224,3221,139,655

Equity

Share capital 149,121146,933

Retained earnings 1,050,660970,031

Reserves 24,54122,691

Total equity1,224,3221,139,655

FINANCIAL STATEMENTS

100

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2021

F. Other disclosures

F1. Related party transactions

Ultimate Parent

The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries as

listed in Note E1.

Key management personnel

Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and

controlling the activities of the Group, and includes the directors, and a number of senior executives.

Key management personnel compensation:

2021

$’000

2020

$’000

Short-term employee benefits8,4387, 6 97

Other long-term benefits4032

Termination payments9261,776

Share-based payments1,2101,715

10,61411, 2 20

Other than non-executive directors, key management personnel include the following senior executives:

Managing Director and CEO (from 8 February 2021)

Interim Chief Executive Officer (to 8 February 2021)

Chief Financial Officer

Chief Executive, Asia Pacific (to 18 June 2021)

Transactions with key management personnel and their related parties

During the year there were no related party transactions with key management personnel or their related parties.

No amounts were receivable from related parties at year end.

Loans to key management personnel and their related parties

No loans were outstanding or made to key management personnel and their related parties at any time during the 2021 and 2020

financial years.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

101

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2021

F2. Share-based payments

Long-term incentives (LTI)

The LTI plan is designed to retain and motivate senior executives and management to achieve the Group’s long-term strategic goals by

providing rewards that align the interests of the executives and management with shareholders. Performance rights and time-based

rights are currently issued under the LTI plan; and options were previously issued in FY16.

No dividends are paid on rights and options, and they do not entitle their holder to attend or vote at Company meetings. No amount

is payable upon vesting of the performance and time-based rights and conversion to shares. Each exercised right is an entitlement to

one fully paid ordinary share in the Company.

No new performance rights were granted in FY21. In March 2021, employees in China were granted rights with FY20 Tranche 2

performance hurdles. The granting of these rights was previously delayed pending receipt by the Company of requisite China

regulatory registrations and approvals. Employees in China were also granted previously delayed time-based rights.

During the year the Board authorised the issue of 139,556 performance rights, and 537,696 time-based rights to senior employees

under the LTI plan.

Time-based rights granted in FY21

Vesting of the time-based rights issued in the period is subject to continuing employment, with no other performance conditions,

vesting as follows:

Number of time-based

rights granted:Grant datesVesting dates

155,6 425 Feb 218 Feb 22

155,6 415 Feb 218 Feb 23

10 9,18 610 Mar 211 Aug 21

103,40910 Mar 211 Aug 22

8,28310 Mar 2115 Dec 21

2,45510 Mar 2115 Dec 22

3,08010 Mar 2115 May 22

5 3 7, 6 9 6

Fair value of performance and time-based rights granted during the period

The fair value of services received in return for performance and share-based rights granted to employees is measured by reference to

the fair value of the rights granted. The estimate of the fair value of the services received is measured by reference to the vesting

conditions specific to the grant based on a simplified Black-Scholes option pricing model.

Fair value of performance and time-based rights granted

in the period and assumptions

Performance

rightsTime-based rights

Grant date10 Mar 215 Feb 2110 Mar 21

Fair value at measurement date$9.70$11. 0 0$9.70

Share price at grant date$9.70$11. 07$9.70

Performance rights life1.45yrsVariousVarious

Performance rights granted in previous years

In FY20 performance rights were issued in two tranches, with differing performance periods and performance hurdles as set out

below. Performance rights granted in the current year to employees in China are subject to the Tranche 2 performance hurdles.

The performance rights vest subject to:

—Continuing employment.

—Minimum performance hurdles of both:

—A minimum diluted earnings per share (EPS) compound annual growth rate (CAGR) increase of 15% over the performance

period (E-CAGR); and

—A minimum normalised sales CAGR increase of 15% over the performance period (S-CAGR).

—Tranche 1 grants have two year performance hurdles to 30 June 2021, and Tranche 2 grants have three year performance hurdles

to 30 June 2022.

FINANCIAL STATEMENTS

102

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2021

F2. Share-based payments (continued)

Performance rights granted in previous years (continued)

—No awards will vest if E-CAGR or S-CAGR is less than 15% over the respective performance periods.

—50% of the awards will vest if E-CAGR and S-CAGR of 15% is achieved, up to a maximum of 100% of the award vesting if

S-CAGR of either 22% or more, or 25% or more is achieved.

Diluted earnings per share are as reported in the Company’s Annual Report in respect of that financial year.

Normalised sales in respect of a financial year, are sales plus such additional revenue or income items less such unusual and one-off

items (in each case, as may be determined by the Board in its absolute discretion) based on relevant financial information reported in

the Company’s Annual Report in respect of that financial year.

Time-based rights granted in previous years

Vesting of the time-based rights is subject to continuing employment, with no performance conditions, vesting as follows:

Number of time-based

rights granted:Grant datesVesting datesFair value

31,2691 Aug 181 Aug 21$12.75

94,21919 Nov 1923 Aug 21$14.03

7, 55124 Apr 2020 Sep 21$19.0 0

14,60124 Apr 2020 Feb 22$18.6 0

116 , 371

Options granted in previous years (legacy scheme)

The options granted in FY16 vested in five equal tranches over five years, commencing on the first anniversary of the date of the grant,

vesting subject to share price growth performance hurdles over a five year performance period, and continuing employment. The

absolute share price growth hurdle is a minimum share price CAGR of 10% over the performance period, subject to annual retesting

until the performance condition is met, or the performance period ends. All remaining options were exercised during the year.

On vesting, options are exercised on payment of the exercise price. Each exercised option is an entitlement to one fully paid share in

the Company.

LTI outstanding as at 30 June 2021

NumberGrant DatesVesting DatesExpiry Dates

Performance rights – FY20 grants741,494

19 Nov 19

24 Apr 20

& 11 Jun 20

20 Aug 21

& 21 Aug 22

20 May 22

& 21 May 23

Performance rights – grants with FY20 Tranche 2

performance hurdles139,56610 Mar 2121 Aug 2221 May 23

881,060

Time-based rights – FY19 grants31,2691 Aug 181 Aug 21 1 May 22

Time-based rights – FY20 grants116 , 371

19 Nov 19

& 24 Apr 20

23 Aug 21

to 20 Feb 22

23 May 22

to 20 Nov 22

Time-based rights – FY21 grants5 3 7, 6 9 6

5 Feb 21

& 10 Mar 21

1 Aug 21

to 8 Feb 23

1 May 22

to 8 Nov 23

685,336

Matching share rights – FY20 plan9,480–30 Sep 21–

Matching share rights – FY21 plan12,689–30 Sep 22–

22,169

THE a

2 MILK COMPANY ANNUAL REPORT 2021

103

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2021

F2. Share-based payments (continued)

Performance rights movements:

Number

2021

Number

2020

Outstanding at the beginning of the year1,4 83,8741,738,087

Forfeited during the period (125,080)(4 3 7,127 )

Granted during the period 139,5661, 0 5 7, 914

Vested during the period ( 617, 3 0 0 )(875,000)

Outstanding at the end of the year881,0601,4 83,874

The weighted average remaining contractual life of performance rights is 0.8 years (2020: 1.2 years)

Time-based rights movements:

Number

2021

Number

2020

Outstanding at the beginning of the year300,768184,723

Granted during the period 5 3 7, 6 9 6238,229

Vested during the period (153,128)(122,184)

Outstanding at the end of the year685,336300,768

The weighted average remaining contractual life of time-based rights is 0.8 years (2020: 0.7 years)

Options movements:

Weighted

average

exercise price

Number

2021

Weighted

average

exercise price

Number

2020

Outstanding at the beginning of the year$0.63 3,200,000$0.63 7,000,000

Forfeited during the period ––––

Granted during the period ––––

Exercised during the period $0.63(3,200,000)$0.63(3,800,000)

Outstanding at the end of the year$0.63–$0.633,200,000

Exercisable at end of year–1,400,000

The weighted average share price on exercise of the options in the period was $17.73.

Other employee equity schemes

In the period, employees not participating in the LTI plan were invited to participate in the following schemes:

—Gift offer: employees received Company shares to the value of approximately A$500 each.

—Share Match Programme: employees undertaking to purchase Company shares for a minimum value of A$200 to a maximum value

of A$2,000 up to 30 September 2021 from their after-tax pay will receive matching shares from the Company equal to the number

of shares acquired and retained under the scheme, subject to continuing employment up to September 2022.

Amounts recognised in the consolidated statement of comprehensive income

During the year ended 30 June 2021, a $1,835,000 expense was recognised in the consolidated statement of comprehensive income

for equity settled share-based payment awards (2020: $8,331,000).

FINANCIAL STATEMENTS

104

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES

FOR THE YEAR ENDED 30 JUNE 2021

F2. Share-based payments (continued)

Recognition and measurement

The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a

corresponding increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to

the awards. The amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related

service and non-market vesting conditions are expected to be met, but is not adjusted when market performance conditions are

not met.

F3. Auditor’s remuneration

The auditor of the Company is Ernst & Young Australia.

Amounts received or due and receivable by Ernst & Young for:

2021

$’000

2020

$’000

Fees to Ernst & Young (Australia):

Fees for auditing the statutory financial report of the parent covering the Group and auditing

the statutory financial reports of any controlled entities1,285868

Fees for other assurances and agreed-upon-procedures services7523

Fees for other services:

Market research

1

220182

Total fees to Ernst & Young (Australia)1,5801,073

Fees to other overseas member firms of Ernst & Young:125102

Total fees to other overseas member firms of Ernst & Young125102

1,7051,175

1 The research reports prepared are solely for the Group’s internal use and contents of these reports are not subject to Ernst & Young audit.

F4. Subsequent events

Other than the acquisition of Mataura Valley Milk Limited referred to in Note E2, no other matters or circumstances have arisen since

the end of the financial year which have significantly affected or may significantly affect the operations, the results of these operations

or state of affairs of the Group in subsequent financial years.

THE a

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105

Company disclosures 107
Corporate directory 114

CONTENTS

INFORMATION

OTHER

106

COMPANY
DISCLOSURES

1. Substantial product holders

The shares of the Company are quoted on NZX, ASX and Chi-X Australia.

According to substantial product holder notices and the Company’s records, the following persons

were substantial product holders in respect of the ordinary shares of the Company as at 30 June 2021

(such disclosure being required by the Financial Markets Conduct Act 2013 (NZ)) and as at

2 August 2021 (such disclosure being required by the ASX Listing Rules):

As at 30 June 2021 As at 2 August 2021

Name

Number of

ordinary shares

in the Company

in which a

Relevant

Interest is held

% of

ordinary

shares held

Number of

ordinary shares

in the Company

in which a

Relevant

Interest is held

% of

ordinary

shares held

Mitsubishi UFJ Financial

Group, Inc.42,291,5915.695 0,139,9776.74

The Vangaurd Group, Inc51,49 4,5916.9336,889,2104.96

BlackRock, Inc. and

related bodies corporate46,398,8146.2446,398,8146.24

Goldman Sachs Group,

Inc. (GSGI)3 7, 2 21,7 715.013 7, 2 21,7 715.01

UBS Group AG and

related bodies corporate

1

––38,680,7385.20

1 Substantial product holding began on 29 July 2021.

The total number of ordinary shares in the Company as at 30 June 2021 and as at 2 August 2021

was 743,410,790.

2. Voting rights

During the period 1 July 2020 to 30 June 2021, each fully paid ordinary share of the Company gave

the holder the right to cast one vote per shareholder on a show of hands and one vote per share on

a poll on any resolution. All votes cast at shareholder meetings are by way of poll.

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2 MILK COMPANY ANNUAL REPORT 2021

107

COMPANY DISCLOSURES (CONTINUED)
3. Twenty largest fully paid equity security holders

The names of the 20 largest holders of ordinary shares in the Company as at 2 August 2021 are listed below

1

:

RankInvestor NameTotal Units

% Issued

Capital

1HSBC Custody Nominees (Australia) Limited

6 0 , 611,55 48 .15

2HSBC Nominees (New Zealand) Limited

53,855,3487. 24

3Citibank Nominees (NZ) Ltd

40,8 41,7685.49

4JPMorgan Chase Bank

29,939,9544.03

5Accident Compensation Corporation

24,494,4143.29

6Citicorp Nominees Pty Limited

23,898,7393.21

7JP Morgan Nominees Australia Pty Limited

23,026,5353.10

8Tea Custodians Limited

20, 8 6 4,1472.81

9HSBC Nominees (New Zealand) Limited

20,418,7152.75

10BNP Paribas Nominees NZ Limited

16,242,6042.18

11New Zealand Superannuation Fund Nominees Limited

14,860,2902.00

12New Zealand Depository Nominee

13,574,0 071.83

13Citicorp Nominees Pty Limited

13,4 68,9911.81

14National Nominees Limited

12,413,7381.67

15Custodial Services Limited

11, 376 ,7551.53

16Premier Nominees Limited

8,603,7191.16

17FNZ Custodians Limited

6,884,7540.93

18Forsyth Barr Custodians Limited

6,440,4610.87

19BNP Paribas Nominees NZ Limited

5,972,4740.80

20JBWere (NZ) Nominees Limited

5,826,8150.78

Total413,615,78255.63

1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the

applicable members. Where an entity is mentioned more than once in the above table, it reflects different holder identification numbers associated with

that entity.

4. Spread of security holders as at 2 August 2021 and number of holders

a) Fully paid ordinary shares

Size of shareholdingNumber of holdersNumber of shares%

1 – 1,000

70,69325,611,1553.44

1,001 – 5,000

27,80166,523,0658.95

5,001 – 10,000

5,05137,439,7545.04

10,001 – 100,000

3,41681,126,34210.91

100,001 and over

211532,710,47471.66

Total107,172743,410,790100.00

As at 2 August 2021 and based on the closing market price on that date, the number of holders with 156 or less ordinary shares (being

less than a minimum holding of NZ$1,000 under the NZX Listing Rules) was 24,988 and the number of holders with 82 or less ordinary

shares (being less than a marketable parcel of A$500 under the ASX Listing Rules) was 11,931.

OTHER INFORMATION

108

b) Performance rights (unlisted securities not quoted by ASX or NZX)
Size of holdingNumber of holdersNumber of rights%

1 - 1,000000

1,001 – 5,0002481,8899.29

5,001 – 10,00023165,74018.81

10,001 – 100,00023522,89959.35

100,001 and over1110,53212.55

Total71881,060100.00

c) Time-based rights (unlisted securities not quoted by ASX or NZX)

Size of holdingNumber of holdersNumber of rights%

1 - 1,000000

1,001 – 5,00013,0800.45

5,001 – 10,000424,0663.51

10,001 – 100,0003140,08920.44

100,001 and over2518,10175.60

Total10685,336100.00

d) Matching rights (unlisted securities not quoted by ASX or NZX)

Size of holdingNumber of holdersNumber of rights%

1 – 1,00020322,019100.00

Total20322,019100.00

5. Directors’ relevant interests and share dealings

Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company

during the period 1 July 2020 to 30 June 2021:

Registered holder

Beneficial/

Non-beneficial

Acquired/

(Disposed)

Class of financial

productDate

Consideration paid/

(received) NZD

David Hearn

David HearnBeneficial(250,000)Ordinary Shares24 August 2020($5,077,500)

David Bortolussi

DMZSK Pty LtdBeneficial311,283Time-based rights5 February 2021N/A

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109

COMPANY DISCLOSURES (CONTINUED)
Directors of the Company as at 30 June 2021 held the following relevant interests in the financial products of the Company as at

that date:

Registered holderBeneficial/Non-beneficialBalance held No.Class of financial product

David Hearn

David Lovat Gordon HearnBeneficial1,055,000Ordinary shares

David Bortolussi

DMZSK Pty Ltd as trustee of

D&M Bortolussi Family TrustBeneficial311,283Time-based rights

Julia Hoare

Julia Cecile HoareBeneficial50,000Ordinary shares

Pip Greenwood

Pip GreenwoodN/A––

Warwick Every-Burns

Warwick Every-Burns as trustee

of Wake Super Fund

Beneficial75,000Ordinary shares

Kathryn Every-BurnsBeneficial25,000Ordinary shares

Bessie Lee (appointed on 26 February 2021)

Bessie LeeN/A––

6. Credit rating status

Not applicable.

7. NZX Waivers

There were no waivers granted and published by NZX following an application by the Company or relied upon by the Company during

the reporting period ended 30 June 2021.

8. Particulars of notices or statements given to or approved by the Board

8.1. Interests register

The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the

directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.

Directors have declared interests during the reporting period ended 30 June 2021 as follows:

– The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are protected

against liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries.

– The Company has provided deeds of indemnity to all directors for potential liabilities and costs they may incur for acts or omissions

in their capacity as directors of the Company and its subsidiaries.

– Directors’ relevant interests and share dealings as outlined in section 5, above.

– Pip Greenwood’s spouse owns an adviser entity which provides financial and transaction consulting services to a range of

organisations, including from time to time to participants in the dairy sector (other than the Company). While Ms Greenwood has no

involvement in that entity, or its clients, she has disclosed that interest as that entity may from time to time consult to entities with

which the Company may transact. The Company and Ms Greenwood have agreed a protocol whereby Ms Greenwood abstains from

all Board discussions and decisions involving that entity or its clients, and does not receive relevant Board papers, where this occurs.

During the reporting period ended 30 June 2021, directors advised the Company of the following changes or additional entries in the

Company’s interests register:

Name of DirectorEntityPosition

Julia HoareWatercare Services LimitedCeased to be a director

Julia HoareAccordant Group LimitedCeased to be a director

David HearnCakeham Manor Estate LimitedDirector

David HearnRobin Partington & Partners LimitedCeased to be a director

Bessie LeeElectrocomponents plcDirector

Bessie LeeAbcam plcDirector

Bessie LeeHomeplus Digital Co Ltd Director

No other entries were made in the interests registers of the Company’s subsidiaries during the reporting period.

OTHER INFORMATION

110

8.2. Directors of subsidiary companies
The following persons held office as directors of subsidiary companies during the year ended 30 June 2021.

SubsidiaryJurisdictionDirectors (or equivalent)

The a2 Milk Company (Export) Limited New ZealandDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Infant Nutrition LimitedNew ZealandDavid Bortolussi (Appointed: 8 February 2021)

Peter Nathan (Resigned: 18 June 2021)

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Holdings UK LimitedNew ZealandDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

The a2 Milk Company (New Zealand) LimitedNew ZealandJulia Hoare

David Bortolussi (Appointed: 8 February 2021)

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Australian Investments Pty. Limited.AustraliaDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Botany Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

The a2 Milk Company (Australia) Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Peter Nathan (Resigned: 18 June 2021)

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Infant Nutrition Australia Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)

Peter Nathan (Resigned: 18 June 2021)

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Exports Australia Pty LimitedAustraliaDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

The a2 Milk Company (Nutrition) Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

The a2 Milk Company Limited British Columbia, CanadaDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

The a2 Milk Company Limited Scotland, UKDavid Hearn

The a2 Milk Company Delaware, USADavid Hearn

David Bortolussi (Appointed: 8 February 2021)

Geoffrey Babidge (Resigned: 8 February 2021)

The a2 Milk Company LLC Delaware, USADavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Geoffrey Babidge (Resigned: 8 February 2021)

a2 Infant Nutrition (Shanghai) Co., Ltd. ChinaXiao Li

The a2 Milk Company (Singapore) Pte. Ltd.SingaporeDavid Bortolussi (Appointed: 8 February 2021)

Race Strauss

Shaun Singh

No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their

role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings

for remuneration disclosed under Employee remuneration range in section 14, below.

8.3. Use of company information

The Board received no notices during the reporting period ended 30 June 2021 from directors requesting to use Company information

received in their capacity as directors which would not have been otherwise available to them.

THE a

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111

COMPANY DISCLOSURES (CONTINUED)
9. Limitations on the acquisition of securities

The Company is not subject to chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth, Australia) dealing with the acquisition

of its shares (including substantial holdings and takeovers).

Limitations on the acquisition of the securities imposed by New Zealand law are as follows:

(i) In general, fully paid ordinary shares in the Company are freely transferable, and the only significant restrictions or limitations

in relation to the acquisition of fully paid ordinary shares in the Company are those imposed by New Zealand laws relating to

takeovers, overseas investment and competition.

(ii) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights in the

Company, or the increase of an existing holding of 20% or more of the voting rights in the Company, can only occur in certain

permitted ways. These include a full takeover offer, a partial takeover offer, an acquisition approved by an ordinary resolution,

an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if a

shareholder holds 90% or more shares in the Company, in each case in accordance with the New Zealand Takeovers Code.

(iii) The New Zealand Overseas Investment Act 2005 regulates certain investments in New Zealand by overseas persons. In general

terms, the consent of the relevant Minister or his or her delegate will likely be required where an ‘overseas person’ acquires shares

or an interest in shares in the Company that amount to more than 25% of the shares issued by the Company or, if the overseas

person already holds 25% or more, the acquisition increases that holding.

(iv) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition

would have, or would be likely to have, the effect of substantially lessening competition in a market.

The Company has complied with, and continues to comply with, the requirements of the NZX Listing Rules with respect to the issue

of new securities.

10. On-market buy-back

There is no current on-market buy-back of the Company’s securities.

11. On-market purchases

During the reporting period ended 30 June 2021, no shares of the Company were purchased on-market.

12. Donations

The Company and its subsidiaries have made donations of cash and inventories totalling $2,309,729 during the year ended 30 June

2021 (2020: $2,803,295).

13. Directors and officers

For the purposes of NZX Listing Rule 3.8.1(c), the quantitative breakdown as to the gender composition of the Company’s Directors

and Officers as at 30 June 2021 and 30 June 2020 is as follows:

At 30 June 2021At 30 June 2020

Directors65

Females32

Males33

Officers*88

Females12

Males76

* Since 30 June 2021, a number of Executive Leadership Team appointments have been announced. Adjusting for these appointments, there will be 12

officers comprising 9 males and 3 females.

14. Employee remuneration range

The following table shows the number of employees and former employees of the Company and its subsidiaries (not

being directors or former directors of the Company) who, in their capacity as employees, received remuneration and other benefits

valued at or in excess of $100,000 during the year to 30 June 2021.

OTHER INFORMATION

112

The remuneration bands are expressed in New Zealand Dollars.
Remuneration range

$(gross)

Number of

employees

in the year

ended 30 June

2021 (based

on actual

payments)

Value of

exercised

options and

performance

rights included

in remuneration

range $

$100,000 – $109,999 20 –

$110,000 – $119,999 8 –

$120,000 – $129,999 23 –

$130,000 – $139,999 8 –

$140,000 – $149,999 12 –

$150,000 – $159,999 13 –

$160,000 – $169,999 8 –

$170,000 – $179,999 8 –

$180,000 – $189,999 5 –

$190,000 – $199,999 3 –

$200,000 – $209,999 2 –

$210,000 – $219,999 7 78,001

$220,000 – $229,999 4 –

$230,000 – $239,999 2 –

$240,000 – $249,999 3 –

$250,000 – $259,999 4 –

$260,000 – $269,999 4 –

$270,000 – $279,999 2 –

$280,000 – $289,999 2 –

$290,000 – $299,999 4 110,417

$300,000 – $309,999 1 –

$310,000 – $319,999 1 –

$320,000 – $329,999 1 –

$330,000 – $339,999 1 52,676

$350,000 – $359,999 1 51,663

$360,000 – $369,999 1 –

$370,000 – $379,999 1 –

$380,000 – $389,999 1 –

$390,000 – $399,999 1 83,066

$410,000 – $419,999 3 92,183

$440,000 – $449,999 1 114,469

$470,000 – $479,999 1 –

$500,000 – $509,999 2 295,796

$520,000 – $529,999 1 –

$530,000 – $539,999 2 –

$540,000 – $549,999 1 163,093

$570,000 – $579,999 2 114,169

$580,000 – $589,999 2 164,106

$610,000 – $619,999 1 146,885

$630,000 – $639,999 2 170,184

$650,000 – $659,999 1 156,002

$660,000 – $669,999 1 –

$810,000 – $819,999 1 –

$820,000 – $829,999 1 244,133

$1,000,000 – $1,009,999 1 256,289

$1,010,000 – $1,019,999 1 200,024

$1,440,000 – $1,449,999 1 414,317

$1,850,000 – $1,859,999 1 133,635

$2,030,000 – $2,039,999 1 –

$2,780,000 – $2,789,999 1 2,191,313*

$3,600,000 – $3,609,999 1 –

$5,010,000 – $5,019,9991 3,944,000**

$8,650,000 – $8,659,9991 7,856,000**

$20,550,000 – $20,559,9991 19,640,000**

$30,700,000 – $30,709,999 1 29,144,000***

Total 184 65,816,421

The table includes base salaries, short-term incentives,

contributions paid to an individual’s superannuation fund, or,

if an individual is a KiwiSaver member, contributions of 3% of

gross earnings towards that individual’s KiwiSaver scheme, and

exercised options and performance rights. The table does not

include amounts paid after 30 June 2021 relating to FY21, and

long-term incentives that have been granted and have not yet

vested or been exercised (as applicable).

15. Principal activities

There were no significant changes to the nature of the business

of the Company (or its subsidiaries) or to the classes of business in

which the Company (or its subsidiaries) had an interest during the

year ended 30 June 2021.

16. Reconciliation of EBITDA to net profit

after tax

Earnings before interest, tax, depreciation and amortisation

(EBITDA) is a non-GAAP measure. However, the Company believes

that it provides investors with a comprehensive understanding of

the underlying performance of the business.

2021

$’000

2020

$’000

EBITDA123,428549,719

Depreciation and amortisation(7,453)(4,393)

EBIT 115,975545,326

Interest income3,9896,135

Interest expense(699)(389)

Income tax expense(38,607)(165,235)

Net profit after tax80,658385,837

* Represents the aggregate market value of share rights (granted in

2018 and 2019) on automatic exercise of those rights during FY21.

** Represents the value of exercised options (granted in August 2015

under a scheme in place at a different stage of the Company’s

development and which has been subsequently discontinued) on the

date of exercise (being the market value of ordinary shares received on

exercise of options less the option exercise price).

*** Represents the aggregate of (1) the value of exercised options

(granted in August 2015 under a scheme in place at a different stage

of the Company’s development and which has been subsequently

discontinued) on the date of exercise (being the market value of

1,600,000 ordinary shares received on exercise of options during FY21

less the option exercise price); and (2) the market value of 320,000

performance rights (granted in 2017) on automatic exercise of

performance rights in September 2020.

THE a

2 MILK COMPANY ANNUAL REPORT 2021

113

Company
The a2 Milk Company Limited

New Zealand share registry

Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand

Telephone: +64 9 375 5998

Australian share registry

Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia

Telephone: +61 1300 554 474

Registered offices

Level 10

51 Shortland Street

Auckland 1010

New Zealand

Level 4

182 Blues Point Road

McMahons Point NSW 2060

Australia

Telephone: +61 2 9697 7000

Auditor

Ernst & Young

200 George Street

Sydney NSW 2000

Australia

Company Secretary

Jaron McVicar

Corporate website

www.thea2milkcompany.com

CORPORATE

DIRECTORY

114

OTHER INFORMATION

THE a
2 MILK COMPANY ANNUAL REPORT 2021

115

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

---

THE a2 MILK COMPANY LIMITED
ANNUAL RESULTS

26 AUGUST 2021

2
Disclaimer

This presentation dated 26 August 2021 provides additional

comment on the Annual Report for the 12 months ended

30 June 2021 of The a2 Milk Company Limited (the “Company”

or “a2MC”) and accompanying information released to the market

on the same date. As such, it should be read in conjunction with

the explanations and views in those documents.

This presentation is provided for general information purposes

only. The information contained in this presentation is not

intended to be relied upon as advice to investors and does not

take into account the investment objectives, financial situation or

needs of any particular investor. Investors should assess their

own individual financial circumstances and consider talking to a

financial adviser or consultant before making any investment

decision.

This presentation is not a prospectus, investment statement or

disclosure document, or an offer of shares for subscription, or

sale, in any jurisdiction.

Certain statements in this presentation constitute forward looking

statements. Such forward looking statements involve known and

unknown risks, uncertainties, assumptions and other important

factors, many of which are beyond the control of the Company

and which may cause actual results, performance or

achievements to differ materially from those expressed or implied

by such statements.

While all reasonable care has been taken in relation to the

preparation of this presentation, none of the Company, its

subsidiaries, or their respective directors, officers, employees,

contractors or agents accepts responsibility for any loss or

damage resulting from the use of or reliance on this presentation

by any person.

Past performance is not indicative of future performance and no

guarantee of future returns is implied or given.

Some of the information in this presentation is based on

unaudited financial data which may be subject to change.

All values are expressed in New Zealand currency unless

otherwise stated.

All intellectual property, proprietary and other rights and interests

in this presentation are owned by the Company.

2 0 2 1 A N N U A L R E S U L T S

3
Results overview4

Financial overview7

Regional performance 11

Group updates24

Outlook31

Questions33

Appendix34


AGENDA

3

2 0 2 1 A N N U A L R E S U L T S

4
Challenging year impacted by COVID-19

•Unprecedented levels of uncertainty and volatility due to the prolonged

impact of COVID-19 and a rapidly changing China infant nutrition

market

•China market growth has reduced significantly from globally high rates

to be flat, and cross-border trade has been disrupted significantly which

has had a profound impact on the Company’s results

•Certain areas of the business performed well with market share gains

in China label infant nutrition and Australian fresh milk

•In response to the dramatic change in circumstances, significant

actions were taken from 4Q21 to address excess inventory issues,

rebuild the management team, increase brand investment and

commence a growth strategy review

•Confident in the underlying fundamentals of the business and that the

growth opportunity remains strong supported by a healthy brand and

strong balance sheet

•While the long-term outlook is positive, FY22 outlook remains

challenging and uncertain and it will take time to recover

2 0 2 1 A N N U A L R E S U L T S

5
FY21 result overview and additional updates

1

•Revenue and EBITDA

2

margin was within the guidance range provided in May

‒Revenue down 30.3% to $1.21b

‒EBITDA down 77.6% to $123m including stock write-down and MVM acquisition costs

‒EBITDA margin of 10.2% or 11.1% excluding MVM acquisition costs

•Net profit after tax down 79.1% to $80.7 million (including discontinued operations)

•Actions taken from 4Q21 to address excess inventory are proving effective

•Executive Leadership Team appointments and Asia Pacific division reorganisation to build

capability and provide a more dedicated management focus has been completed

•Brand health metrics overall remain strong with some improvements in recent tracking

research following a significant 4Q21 marketing campaign in China

•MVM acquisition and strategic partnership with China Animal Husbandry Group completed

•Growth strategy review underway to respond to rapidly changing China market dynamics

•The Board has carefully considered capital management initiatives and has decided not to

return capital to shareholders at this point in time

2 0 2 1 A N N U A L R E S U L T S

1

All figures are in New Zealand Dollars (NZ$) and based on continuing operations of the Group, unless otherwise stated.

2

Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company

believes that it assists in providing investors with a comprehensive understanding of the underlying performance of the

business. A reconciliation of EBITDA to net profit after tax is shown at the end of this document.

6
Actions taken from 4Q21 are improving channel inventory dynamics

a2MC inventory

•Inventory of $112.2 million at year-end, reflecting the impact of stock write-downs

•Improvement in age of stock being sold to customers (China label and English label)

Channel inventory (customers / distributors)

•China label: inventory approaching target levels with rebalancing to continue through 1Q22

•English label: inventory across CBEC and Daigouhas improved and is now at targeted levels

Product freshness

•Exchanged stock with first tier customers / distributors has significantly improved

aging profile

•China label: in-store dating is improving as a result of the efforts to freshen stock in trade

•English label: aging profile of stock in trade has improved significantly and is starting to flow

through to consumers

Visible market pricing (CBEC / online platforms)

•Market pricing for English label product sold in CBEC platforms is improving

•However, aged stock is still being sold by certain wholesale traders and online platforms,

expected to clear in 1H22

2 0 2 1 A N N U A L R E S U L T S

7
F I N A N C I A L

O V E R V I E W

2 0 2 1 A N N U A L R E S U L T S

8
Key financials

•Revenueimpacted by unprecedented levels of uncertainty and volatility

due to COVID-19, challenges experienced in the English label infant

nutrition channels, and actions required in the second half to rebalance

channel inventory

•Gross marginpercentage of 42.3%

3

reflects stock write-downs, higher

COGS, adverse mix impact due to higher proportion of liquid milk, relative

increase in China label infant nutrition sales and adverse foreign currency

impact particularly in the second half. Excluding stock write-downs, the

gross margin percentage is 51.3%

•Distributioncosts higher due to increased warehousing costs, higher

percentage of liquid milk sales and impact of COVID-19 which has

increased shipping rates and USA freight

•Marketinginvestment in China and Australia broadly in-line with prior

corresponding period; lower marketing investment in USA reflects the

higher trade spend to support execution of new pricing strategy

•Employee costs reflect investment in capability, particularly in China,

offset by a reduction in employee incentive benefits

•Admin & other reflects reduced professional services fees and a

reduction in discretionary spend, offset by ERP implementation costs

•EBITDAfurther reduced by MVM acquisition costs

•NPATalso reflects a higher effective tax rate than FY20

2 0 2 1 A N N U A L R E S U L T S

1

All figures quoted in New Zealand Dollars (NZ$) and all comparisons are with the 12 months ended 30 June 2020 (FY20)

unless otherwise stated. Numbers may not add down due to rounding.

2

EBITDA is a non-GAAP measure and represents earnings before interest, tax, depreciation and amortisation.

3

Gross margin percentage is calculated by dividing gross margin by net revenue

NZ$ million (continuing operations)

1

FY21FY20% change

Revenue 1,206.71,731.1(30.3%)

Gross margin509.7968.6(47.4%)

Distribution(45.2)(42.6)+6.1%

Marketing(168.7)(194.3)(13.2%)

Employee costs(62.3)(74.2)(16.0%)

Admin & other(99.7)(105.5)(5.5%)

EBITDA

(2)

(excl. MVM transaction costs)

133.8552.0(75.8%)

MVM transaction costs

(10.4)-nm

EBITDA

(2)

123.4552.0(77.6%)

EBIT

116.0547.7(78.8%)

Profit from continuing operations

80.7388.2(79.2%)

Loss from discontinued operation

-(2.3)nm

NPAT

80.7385.8(79.1%)

9
Gross margin decreased to 42.3% largely driven by English-label disruption

•Stock write-down of $108.6m

•Higher cost of goods sold driven by an

increase in raw milk prices

•Higher proportion of liquid milk to

infant nutrition sales

•Relative increase in China label sales

as a proportion of overall infant

nutrition sales

•Adverse foreign currency movements,

particularly in 2H21

•Gross margin of 51.3% excluding

stock write-down

2 0 2 1 A N N U A L R E S U L T S

FY21 gross margin driversFY21 higher proportion of China-label infant nutritionFY21 higher proportion liquid milk

82%

82%

82%

78%

73%

13%

13%

13%

18%

22%

5%

5%

5%

4%

5%

Jun-19Dec-19Jun-20Dec-20Jun-21

Infant nutritionLiquid milkOther

6%

12%

16%

24%

39%

20%

18%

22%

23%

24%

18%

78%

76%

66%

61%

52%

43%

FY16FY17FY18FY19FY20FY21

China labelCBEC & other labelsANZ daigou/reseller, retail

10
Robust balance sheet, investment in strategic assets

•Closing cash balance of $875.2million

•Improvement in working capital reflects reductions in inventory and prepayments, partially offset by reduced payables

•Investment in PPE & Intangibles includes $17.2m acquisition of Kyvalley milk processing facility and post acquisition capitalexpenditure

•Participation in SynlaitMilk capital raising (Nov-20), to maintain shareholding of 19.8%

•Non-cash items includes a $25.8m increase in deferred tax, largely driven by the timing of deductions for stock write-down

•MVM acquisition funded from cash reserves post year end (Jul-21)

•Balance sheet strength provides capacity to invest in growth opportunities

2 0 2 1 A N N U A L R E S U L T S

$854.2

$875.2

$80.7

$21.4

Group NPATCash on hand

(Jun-20)

Investments in

PPE & Intangibles

Working capitalDepreciation, amortisation

& other non-cash items

Investment in SynlaitFinancing activities &

FX on cash holdings

Cash on hand

(Jun-21)

($24.5)

($39.8)

($12.7)

($4.1)

+$21.0

11
R E G I O N A L

P E R F O R M A N C E

2 0 2 1 A N N U A L R E S U L T S

12
China infant nutrition market structure is changing rapidly

•Overall infant nutrition market in China decreased in volume

1

during

FY21 driven by a significant reduction in birth rates, particularly

impacting early stage products, partially offset by increased product

penetration

•Value growth was flat

1

as the impact of premiumisation (which included

consumers trading-up and new product innovation) was partially offset

by increased promotional activity resulting from heightened competitive

intensity

•There is an overall mix shift from cross-border to domestic China

channels

•Local players continued to gain share against the traditional

multinational brands

•Rapidly evolving market dynamics re-iterates the importance of the

Company’s current growth strategy review

INFANT NUTRITION

2 0 2 1 A N N U A L R E S U L T S

1

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A+ BCD cities) for the 52 weeks ending 18 June 2021.

13
China label infant nutrition growth in FY21

Performance

•Sales of a2 至初

®

China label infant nutrition of $389.9 million, up 15.4%

•Reduced rate of growth in 2H21 reflective of substantial uplift in the prior

period due to COVID-19 related pantry stocking, reduced birth rates, and

increased competition from domestic brands

•Adverse foreign currency movements and some inventory rebalancing in 2H21

•MBS value share increased to 2.5%

1

and DOL value value share increased to

2.0%

2

, as measured by Nielsen and Smartpathrespectively

Key activities

•Increased investment behind in-store activation, promotional people,mama

classes, roadshows and point of sales materials

•Significant 4Q21 integrated marketing campaign

•Investment in China-based team to support growth and execution plans

INFANT NUTRITION –CHINA LABEL

2 0 2 1 A N N U A L R E S U L T S

China-label revenue growth

NZ$ millions

40

73

147

213

44

95

191

177

84

168

338

390

FY18FY19FY20FY21

1H2H

1

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY21 versus FY20 and 2H21 versus2H20.

2

Smart Path China IMF online market tracking: domestic online platform sales (by value). FY21 versus FY20 and 2H21 versus 2H20.

14
Continuing to invest in our brand and engage with consumers in China

2 0 2 1 A N N U A L R E S U L T S

INFANT NUTRITION –CHINA LABEL

Targeted advertising across

various digital channels

Investment in mama classes

and in-store promotional people

Roadshows and in-store activations to engage

and build brand connection with consumers

15
Continued investment in the brand driving increases in footprint and share in MBS

INFANT NUTRITION –CHINA LABEL

2 0 2 1 A N N U A L R E S U L T S

Expanding store footprint

Market share increasing

1.3%

1.7%

2.0%

2.4%

2.5%

Jun-19Dec-19Jun-20Dec-20Jun-21

MBS value share(%)

2

18.2

21.8

22.8

Jun-20Dec-20Jun-21

China distribution (store count ‘000)

1

FY19FY20FY21

APACGroup

137

169

195

APAC marketing a higher proportion of

overall group marketing spend

APAC and Group marketing ($mil)

1

Source: a2MC internal data tracking of stores with active sales in the past 6 months. Restated store numbers for December 2020 and June 2020

reflecting enhanced data capture and updated internal tracking methodology.

2

Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY21 versus FY20 and 2H21 versus2H20.

169

16
482

653

745

357

158

243

341

167

FY18FY19FY20FY21

ANZCBEC & other labels

Challenging FY21 for English label infant nutrition

Performance: Australian daigou/resellers and retailers

•Sales of a2 Platinum® English label infant nutrition of $357.0 million, down 52.1%

•Significant decrease was due mainly to prolonged impacts emanating from

COVID-19 volatility

Performance: Cross border e-commerce (CBEC)

•Sales of a2 Platinum

®

English and other labels of $166.9 million, down 51.1%

•1H21 sales impacted by pantry destocking; 2H21 sales impacted by cycling a high

comparative period, foreign currency headwinds, and the actions taken in 2H21 to

rebalance inventory; and limited price discounting during the “618” sales promotion event

Actions taken across English label channels

•Significant stock write-down to reduce excess and ageing inventory

•Swapping out older distributor inventory to improve on-shelf product freshness

•Restricting sales in 4Q21 to stabilise pricing and improve inventory flow

•Increasing wholesale prices to rebalance pricing across channels and mitigate higher

input costs

Outcomes as a result of these actions

•Reduction in overall inventory as well as improvement in freshness

•Prices across both channels have recently improved

•Improved inventory reporting and analysis to manage inventory on an ongoing basis

INFANT NUTRITION –ENGLISH LABEL

2 0 2 1 A N N U A L R E S U L T S

English and other label infant nutrition revenue

NZ$ millions

17
Challenges in English label channels put pressure on market share

INFANT NUTRITION –ENGLISH LABEL

1

Smart Path China IMF online market tracking: for CBEC only retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20.

2

Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.

2 0 2 1 A N N U A L R E S U L T S

19.0%

20.6%

21.7%

22.2%

21.1%

Jun-19Dec-19Jun-20Dec-20Jun-21

CBEC market value share

1

Daigou market value share

2

24.3%

22.4%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

22.0%

24.0%

Jun-20Jun-21

18
ANZ liquid milk growing strongly

Performance

•Australia liquid milk revenue up 10.8% to $169.0 million

•Australia achieved a record market share of 12.2%

1

•Increased levels of in-home consumption during 1H21

lockdowns which moderated in 2H21

Investment in brand and strong presence

•The a2 Milk™brand continues to be the only fresh milk brand

ranged in all major Australian supermarket chains

•Largest brandadvertiser in the fresh milkcategory in Australia

Kyvalley

•Purchase and upgrade of Kyvalley Dairy Group (Kyvalley)

•Strategic investment to ensure quality of products and

processing capacity

ANZLIQUID MILK

2 0 2 1 A N N U A L R E S U L T S

Liquid milk revenue (Australia)

Australian milk market value share

1

NZ$ millions

11.2%

11.3%11.3%

11.7%

12.2%

Jun-19Dec-19Jun-20Dec-20Jun-21

1

IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.

67

75

87

67

78

82

134

153

169

FY19FY20FY21

1H2H

1

IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.

19
Consistent brand investment has led to strong brand loyalty

2 0 2 1 A N N U A L R E S U L T S

ANZLIQUID MILK

Build brand equity with investment in major TV

partnerships and ‘always on’ media campaign

Foster connections with community and

reinforce relevance to consumer

Continuous physical availability powered by

team excellence at store level

20
Other nutritional segment also impacted by challenges in daigou/reseller channel

Performance

•Overall revenue decline of 38.5% to $52.4 million

•Significantly impacted by challenges in daigou/reseller channel

Growth potential

•Further growth potential across new channels, particularly

in offline China retail channels

OTHER NUTRITION

2 0 2 1 A N N U A L R E S U L T S

21
USA result driven by change in execution approach

Performance

•Revenue decreased 3.7% to $63.6 million

•2H21 decline in net revenue reflected higher planned trade spend in the period,

reduced distribution in a club channel customer, and unfavourable foreign exchange

•EBITDA loss of $33.5 million, $17.0 million improvement on prior year

•Underlying volume growth for the year was 13%, or 26% excluding the major club

channel customer

Results driven by change in execution approach

•Leveraged trade investment to bring price to an affordable premium

•Objective to increase conversion and household penetration

•Increasing range, facings and improving overall shelf positioning

•Improvements in brand health metrics

USA is an important market

•Largest global milk market with significant and growing premium segment

•Growth in awareness to create a platform for future product innovation

Launched in Canada via a licensing agreement with Agrifoods

NORTH AMERICA

2 0 2 1 A N N U A L R E S U L T S

Significantly improved EBITDA

35.0

66.1

63.6

(44.0)

(50.5)

(33.5)

FY19FY20FY21

Chart Title

RevenueEBITDA

2222
Continuing to invest in our brand and engage with consumers in USA

2 0 2 1 A N N U A L R E S U L T S

NORTH AMERICA

More affordable premium pricingIncreased in-store activationSupported by digital activation and PR

23
Broad national distribution in over 26k stores in USA

NORTH AMERICA

2 0 2 1 A N N U A L R E S U L T S

USA distribution over time (store count*)

5.4

8.2

12.4

21.0

22.0

24.0

25.9

26.8

Dec-17Jun-18Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21

*Restated store count metrics based on expanded data set from external data provider.

24
U P D A T E S

2 0 2 1 A N N U A L R E S U L T S

GROUP

25
Strengthening supply chain capability with MVM investment

Overview

•Completed the acquisition of a 75% interest in MVM in July for $268.5 million

•Formed strategic partnership with China Animal Husbandry Group

Strategic rationale

•Provides opportunity to participate in nutritional products manufacturing

•Strengthens relationships with key strategic partners in China

•Potential to pursue additional China label registrations and product innovation

opportunities in the future

•Achieves supplier and geographic diversification

•Pathway to insourced manufacturing margins

Transitional period

•Third-party volume assumptions during FY22-FY24 have been adjusted

•Revised down volume assumptions for product to be transferred to MVM during the

transitional period (FY22-24)

•MVM is exploring additional business development opportunities and will seek to work

with additional third parties to improve the financial performance

•Still expecting MVM will return a positive EBITDA during FY25

2 0 2 1 A N N U A L R E S U L T S

26
Capital allocation framework prioritises investment in growth initiatives

ahead of returning capital to shareholders

2 0 2 1 A N N U A L R E S U L T S

Operating cash flow generation

Capital funding

Excess cash flow

Shareholder returns

Grow the core business in existing marketsExpand the boundariesBalance sheet strength and flexibility

•Investment in building core business

•Participate in infant nutrition manufacturing

•Enabling investment in systems, infrastructure,

quality, safety and expertise

•Organic growth –existing and new products/

new retail channels

•Adjacent new product categories in

existing markets

•Geographic expansion of existing

products into new markets

•Assess complementary M&A to drive

further growth within core markets

•Capacity to support business growth and

risk management initiatives

•Maintain a conservative cash reserve to

manage in an uncertain environment

27
Capital planning is an ongoing activity guided by the overall

strategy and capital allocation framework

2 0 2 1 A N N U A L R E S U L T S

Overview

•Capital planning is an ongoing activity of the Board

•Guided by the Company’s strategy and capital allocation framework

•Framework prioritises investment in growth initiatives ahead of returning capital to shareholders

Current process

•Current capital planning process considering how to maximise the value of the

strong capital position through:

‒further investment to strengthen the business

‒reviewing potential acquisition opportunities to complement existing operations

•Also considered prudent to maintain a conservative cash reserve in uncertain times (particularly

relevant given volatile consumer markets and COVID-19)

•Several mechanisms are available when considering the return of excess capital to shareholders

•The effectiveness of these options is impacted by the Group’s ownership structure and taxation profile

•The Board is currently of the view that there is greater opportunity to create value by investing in the

business and through potential acquisition than by returning capital to shareholders or by introducing

a dividend at this stage

28
Growth strategy review underway with market update planned for late October

Growth strategy review

•Driving infant nutrition growth in China label

•Evolving English label distribution channels

•Advancing infant nutrition product portfolio and innovation

•Developing plan for adjacent growth opportunities

•Enhancing brand positioning to ensure continued resonance and

distinctiveness amongst an evolving consumer base

Investor strategy day

•Virtual event scheduled for 27 October 2021

•Executive Leadership Team presentations with Q&A

2 0 2 1 A N N U A L R E S U L T S

29
Significant progress in sustainability

•Significant progress made in several focus areas including:

‒Enhancing approach to animal welfare and farm environmental plans

‒Continuing to invest, engage and support local communities

‒Advancing several initiatives under the people strategy, responsible

sourcing and ethical supply chain

•Committed to investing in tangible climate-related programmes that will

create a positive impact on the planet

‒Synlait boiler conversion contribution

‒Commitment to MVM boiler replacement

•Packaging is a greater focus in FY22

•Further information regarding sustainability goals and strategy to be

provided at the upcoming investor strategy day in late October

2 0 2 1 A N N U A L R E S U L T S

30
2 0 2 1 A N N U A L R E S U L T S

Executive Leadership Team appointments and Asia Pacific division reorganisation

to build capability and provide more dedicated management focus completed

Kevin Bush

Executive General

Manager –ANZ

Xiao Li

Chief Executive –

Greater China

Yohan Senaratne

ExecutiveGeneral

Manager –International

Blake Waltrip

Chief Executive –

USA

Janelle Tong

Chief Marketing

Officer (Interim)

Shareef Khan

Chief Operations Officer

Eleanor Khor

Chief Strategy Officer

Amanda Hart

Chief People &

Culture Officer*

(Commencing September)

Bernard May

Chief Executive –

Mataura Valley Milk

Jaron McVicar

Chief Legal and

Sustainability Officer &

Company Secretary

David Bortolussi

Managing Director and

Chief Executive Officer

Race Strauss

Chief Financial Officer

31
O U T L O O K

2 0 2 1 A N N U A L R E S U L T S

32
Outlook

See full commentary in results announcement

•The Company is confident in the underlying fundamentals of the business and the

growth opportunity remains strong with a positive long-term outlook

•However, given the continuing uncertainty and volatility in a2MC’s consumer

markets resulting from issues related to COVID-19 and the rapidly changing market

dynamics in China, the Company has determined not to provide specific guidance

•Current observations on key drivers and important issues that may impact FY22

results is provided in the results announcement, covering:

‒China infant nutrition market

‒Category and business divisions

‒Marketing and capability investment

‒Key financials

2 0 2 1 A N N U A L R E S U L T S

33
Q U E S T I O N S

2 0 2 1 A N N U A L R E S U L T S

34
A P P E N D I X

2 0 2 1 A N N U A L R E S U L T S

35
Reconciliation of non-GAAP measures

NZ$ millionFY21FY20

Australia & New Zealand EBITDA

148.8465.6

China & Other Asia segment EBITDA

75.6224.9

USA segment EBITDA

(33.5)(50.5)

CorporateEBITDA

(57.1)(88.0)

UK EBITDA

-(2.3)

MVM transaction cost

(10.4)-

EBITDA

1

123.4549.7

Depreciation/amortisation

(7.5)(4.4)

EBIT

1

115.9545.3

Net interest income

3.35.7

Income tax expense

(38.6)(165.2)

Netprofit for the period

80.7385.8

1

EBITDA and EBIT are non-GAAP measures. However, the Company believes they assist in providing investors with a comprehensive understanding of the

underlying performance of the business. EBITDA is shown after non-recurring items. This includes MVM acquisition costs in FY21 of $10.4 million.

2 0 2 1 A N N U A L R E S U L T S

36
Geographic and product segment revenue performance

Revenue

(NZ$ million)

ANZChina & Other AsiaUSA

Total

Group

UK

(discontinued ops)

FY21

Infant nutrition

357.0556.8-913.8

-

Liquid milk

169.08.363.3240.5

-

Other nutritionals

1

33.718.40.352.4

-

TOTAL

559.7583.563.61,206.7

-

FY20

Infant nutrition

745.1678.8-1,423.9

-

Liquid milk

152.53.466.1222.0

1.4

Other nutritionals

1

68.117.2-85.2

-

TOTAL

965.7699.466.11,731.1

1.4

% Change

Infant nutrition

(52.1%)(18.0%)-(35.8%)

nm

Liquid milk

+10.8%+142.7%(4.2%)+8.3%

nm

Other nutritionals

1

(50.5%)+7.3%-(38.5%)

nm

TOTAL

(42.0%)(16.6%)(3.7%)(30.3%)

nm

2 0 2 1 A N N U A L R E S U L T S

1

Includes other income

37
Geographic and product segment revenue performance

Geographic segment revenue & EBITDA

NZ$ million

ANZ

China & Other

Asia

USA

UK

(Discontinued ops)

Corporate

Total

Group

FY21

Revenue

559.7583.463.6--1,206.7

EBITDA

148.875.6(33.5)-(67.5)123.4

EBITDA %

26.6%13.0%nmnm-10.2%

FY20

Revenue

965.7699.466.11.4-1,732.5

EBITDA

465.6224.9(50.5)(2.3)(87.9)549.7

EBITDA %

48.2%32.2%nmnmNm31.7%

%

change

Revenue

(42.0%)(16.6%)(3.7%)nm-(30.3%)

EBITDA

(68.0%)(66.4%)+33.6%nm+23.3%(77.5%)

Product segment revenue

1

Infant

nutrition

Liquid

milk

Other

nutritional

913.8240.552.4

1,423.9222.085.2

(35.8%)8.3%(38.5%)

1

Product segment revenue excludes discontinued operation (UK) in FY20.

2 0 2 1 A N N U A L R E S U L T S

www.thea2milkcompany.com

---

THE a2 MILK COMPANY LIMITED
Australian Registered Body Number 158 331 965 –

Incorporated in New Zealand

21

20

CORPORATE

GOVERNANCE

STATEMENT

2
CORPORATE GOVERNANCE

STATEMENT

The a2 Milk Company is committed to

maintaining the highest standards of

corporate governance. The Company’s

corporate governance framework has

been established to ensure that directors,

officers and employees fulfil their

functions responsibly, whilst protecting

and enhancing the interests of

shareholders.

The Company believes that good corporate governance adds

to the performance of the Company, creates shareholder

value and engenders the confidence of the investment

market.

This statement sets out the principal features of the

Company’s corporate governance framework and governance

practices which have been developed with regard to:

—the NZX Corporate Governance Code; and

—the ASX Corporate Governance Council’s Corporate

Governance Principles and Recommendations (ASX

Principles) (fourth Edition).

For the financial year ended 30 June 2021 (FY21) the

Company’s corporate governance framework complied with

the recommendations in the NZX Corporate Governance

Code and the ASX Principles (fourth Edition), except where

noted below.

ASX Principles

Recommendation 2.5 of the ASX Principles states that the

Chair of the Board should be an independent director and,

in particular, should not be the same person as the CEO

(recommendation 2.9 of the NZX Corporate Governance

Code recommends that where the Chair of the Board is not

independent, the Chair and the CEO should be different

people).

The roles of Chair and CEO are not exercised by the same

individual. From 1 July 2020 to 8 February 2021, Geoffrey

Babidge held the role of CEO (on an interim basis), and

since 8 February 2021, David Bortolussi has held the role of

Managing Director and CEO.

However, the Board did not consider the Company’s Chair,

David Hearn, to be an independent director in FY21 for the

purposes of the ASX Principles. This is because of David’s

previous limited executive role, which ceased in December

2018, under which the CEO previously had the capacity to

call on David from time to time to support the Company’s

business in Europe and the UK. David also held executive

options in prior years, which were exercised in full in FY20.

Considering his limited executive role during the first half of

FY19, the Board considered it appropriate that David should

retain his non-independent status during FY21.

David brings to the Board invaluable perspective on the

development of consumer products markets globally. The

Board is confident that he exercises an independent view

and judgement in his role as Chair and that the CEO has full

executive control and accountability in the organisation.

The Board considers there is an appropriate level of

independent view and judgement exercised by directors,

including by Julia Hoare as Deputy Chair, who is the lead

independent director.

This Corporate Governance statement sets out the

Company’s commitment to best practice corporate

governance in compliance with the ASX Principles and the

NZX Corporate Governance Code. It is current as at 30

June 2021 (except where otherwise specified) and has been

approved by the Board.

Role of the Board and delegation

of authority

The Board is responsible for the overall governance and

operations of the Company, guiding the Company’s strategic

direction, monitoring risk, and overseeing the activities of

management. All issues of substance affecting the Company

are considered by the Board, with advice from external

advisers as required.

The key roles and responsibilities of the Board are set out in

the Board Charter, available on the Company’s website at

https://thea2milkcompany.com/corporate-governance. These

include matters relating to the Company’s strategic and

financial performance; executive management; audit and

risk management; strategic planning; corporate governance

and disclosure; performance evaluation; workplace health

and safety; ethical conduct; and assessing and monitoring

the effectiveness of the Company’s approach to sustainability

and the social, ethical and environmental impact of the

Company’s activities and operations.

THE a
2 MILK COMPANY LIMITED

3

The Board delegates certain functions to its three Committees

(Audit and Risk Management Committee, People and

Remuneration Committee, and Nomination Committee).

The role of each of these Committees is outlined in the

‘Board Committees’ section, below.

Board procedures ensure that all directors have the

information needed to contribute to informed discussion

on all agenda items and effectively carry out their duties.

Senior managers make direct presentations to the Board on a

regular basis to give the directors a broader contact with the

leadership team.

Detail of members of the Board, and director profiles

including their skills, experience and expertise relevant to their

position, and the period they have held office as a director,

can be found in the ‘Our directors’ section of the Company’s

2021 Annual Report.

Role of Chair

The Chair’s role is set out in the Board Charter and includes

leading and managing the Board so that it operates

effectively, and facilitating interaction between the Board and

the CEO.

Role of Chief Executive Officer

To enable the effective day-to-day management and

leadership of the Company, the Board delegates the

management responsibilities of the Company to the CEO.

The CEO in turn sub-delegates parts of that authority to

senior executives in the leadership team to enable effective

and timely decision making. The Board meets regularly with

management to provide strategic guidance for the Company

and effective oversight of management.

Role of Company Secretary

The Company Secretary is accountable directly to the Board,

through the Chair, on all matters to do with the proper

functioning of the Board. Each director can communicate

directly with the Company Secretary and vice versa. The role

of the Company Secretary is outlined in the Board Charter.

Board size, skills and structure

During the reporting period, the Board comprised four

independent non-executive directors, with Bessie Lee

replacing Jesse Wu following his retirement on 26 February

2021, and one non-executive director. From 8 February 2021,

the Managing Director and CEO (executive director) was also

a member of the Board. The Company’s constitution provides

for a minimum of four directors and a maximum of eight, of

which at least two must be New Zealand residents to comply

with the NZX Listing Rules.

The Board has developed a board skills matrix which sets out

the diversity of skills and experience that it has. The matrix,

set out in its collective form reflecting the current Board

composition, can be found on page 46 of the Company’s

2021 Annual Report.

The Nomination Committee has considered and is satisfied

that the current composition of the Board reflects an

appropriate range of skills, diversity of backgrounds and

experience for the Company to effectively discharge its

responsibilities but continues to review and consider Board

composition.

Director independence

The Board Charter provides that the Board will, where

practicable, comprise a majority of independent directors.

Director independence is initially assessed upon each

director’s appointment and reviewed each year, or as

required when a new personal interest or conflict of interest

is disclosed. For this purpose, each director is required to

bring an independent view and judgement to the Board and

to declare all actual or potential conflicts of interest on an

ongoing basis.

Any issue concerning a director’s ability to properly act as a

director must be discussed at a Board meeting as soon as

practicable, and a director may not participate in discussions

or resolutions pertaining to any matter in which the director

has a material personal interest.

In determining the independence of its directors, the

Board considers guidance for independence, set out in

the ASX Principles, the NZX Listing Rules and the NZX

Corporate Governance Code. Based on those rules and

recommendations, a director is considered to be independent

by the Board if he or she is a non-executive director and free

of any interest, position, association or relationship that could

reasonably influence, or could reasonably be perceived to

influence, in a material respect his or her capacity to bring an

independent view to decisions in relation to the Company,

or act in the best interests of the Company as a whole

rather than in the interests of an individual security holder or

other party.

Based on these measures, and the considerations discussed

on page 2, the Board considers that Julia Hoare, Warwick

Every-Burns, Pip Greenwood and Bessie Lee are independent

directors, and that up to his resignation on 26 February 2021,

Jesse Wu was also an independent director.

The Board considers that, by virtue of his executive role in the

Company as Managing Director and CEO from 8 February

2021, David Bortolussi is not an independent director.

The Board will continue its practice of regularly assessing

the independence of each of its non-executive directors.

Based on the measures and considerations discussed on this

page and on page 2, the Board will review David Hearn’s

independence from 2022 (by which time it will have been

more than three years since David Hearn’s previous limited

executive role ceased) and any change of status will be

notified to the market at the relevant time.

4
CORPORATE GOVERNANCE STATEMENT 2021

Board Committees

The Board has three standing committees (the Committees) to facilitate and assist the Board in fulfilling its responsibilities.

Other committees may be established from time to time with specific responsibilities as delegated by the Board. The

composition of the Committees as at, and throughout the financial year ended, 30 June 2021 was as follows:

CommitteeMembersIndependentNon-executive

Audit and Risk Management CommitteeJulia Hoare (Chair)

Warwick Every-Burns

Bessie Lee (Appointed: 26 February 2021)

Jesse Wu (Resigned: 26 February 2021)









People and Remuneration CommitteeWarwick Every-Burns (Chair)

Pip Greenwood

Bessie Lee (Appointed: 26 February 2021)

Jesse Wu (Resigned: 26 February 2021)









Nomination CommitteePip Greenwood (Chair)

David Hearn

Julia Hoare







The Committees are governed by Charters, which detail their specific functions and responsibilities. The Charter for each

Committee is reviewed by the Board annually. Copies of the Committee Charters are available on the Company’s website at

https://thea2milkcompany.com/corporate-governance.

The Committees make recommendations to the Board. They

have no decision-making power except where expressly

authorised by the Board. The relevant qualifications and

experience of individual Committee members are set out

in the ‘The Company’s directors’ section, page 40 of the

Company’s 2021 Annual Report.

The Board Charter requires the Board to review and evaluate

the performance objectives, responsibilities, and processes

and procedures of each Committee on an annual basis in

accordance with such performance measures as may be

adopted from time to time. The Charter of each Committee

also requires the Committee to review and assess its

performance, objectives, responsibilities, and processes and

procedures each year to ensure that they are not unduly

complex, are designed to assist the Board in effectively

fulfilling its role and are delivering to a high standard.

Attendance at Board and Committee

meetings

Details of director attendance at Board and Committee

meetings during the year ended 30 June 2021 are provided

on page 47 of the Company’s 2021 Annual Report.

Audit and Risk Management Committee

The Audit and Risk Management Committee’s responsibilities

are set out in its Charter, including to:

—ensure the Company meets its financial reporting

requirements, including the preparation and release of

yearly and half-yearly financial statements;

—review the scope and outcome of the external audit;

—review the effectiveness of the Company’s internal controls

regarding all matters affecting the Company’s financial

performance and financial reporting, including information

technology security and control;

—keep the Board informed on accounting policies, practices

and disclosures;

—review, with management, the adequacy of the

Company’s systems for identifying, managing, and

monitoring the Company’s key risks in accordance with the

Company’s Risk Management Policy;

—keep the Board informed of all significant business risks by

reviewing whether the Group has any material exposures

to strategic, environmental and social sustainability risks,

and if so, to develop strategies to manage such risks;

—review any incident which indicates a breakdown in the

Company’s risk management framework; and

—review the Company’s register of related party contracts.

The Committee may have in attendance such members of

management (including the CEO and the CFO) or such other

persons (including the Company’s external auditors) as it

considers necessary to provide appropriate information and

explanations. The Committee meets a minimum of four times

each year.

THE a
2 MILK COMPANY LIMITED

5

A working group of senior managers reviews and reports to

the Committee on the integrity of all information reported in

the Annual Report.

The Audit and Risk Management Committee regularly reports

to the Board about the Committee’s activities, issues and

related recommendations.

People and Remuneration Committee

The People and Remuneration Committee (formerly known as

the Remuneration Committee) meets as required to advise the

Board on the matters outlined in its Charter, including to:

—review the remuneration of the CEO and other senior

executives as the Board may determine; and

—make recommendations to the Board in relation to the

remuneration of the non-executive directors.

This committee’s role is currently being expanded to include

oversight over people strategy, policies and practices.

Reporting to the Board on the progress of the implementation

of the Company’s Diversity Policy will transition across from

the Nomination Committee to this committee.

The Charter stipulates that the Committee will make

recommendations to the Board, but all decision-making

authority in relation to remuneration remains with the Board.

Remuneration packages are reviewed annually. Independent

external surveys are used as a basis for establishing

competitive packages. A member of the Committee must not

be present for discussions at a Committee meeting on, or vote

on a matter regarding, his or her remuneration. Management

may attend meetings only at the invitation of the Committee.

Following each meeting, the Chair of the People and

Remuneration Committee provides a report to the Board.

The Company’s remuneration policies for directors and senior

executives and managers are set out in the ‘Remuneration’

section of the Company’s 2021 Annual Report.

Nomination Committee

The Nomination Committee meets as required to advise the

Board on the matters outlined in its Charter, including to:

—make recommendations to the Board in relation to new

appointments to the Board;

—assist the Board in planning the Board’s composition and

that of the Committees;

—advise and assist the Chair and the Board (as applicable) to

review the performance of the Board, the Committees, the

Chair and individual directors;

—evaluate the competencies required of prospective

directors, identify those prospective directors and establish

their degree of independence; and

—develop succession plans for the Board.

Every new director appointment that is approved by the

Nomination Committee is considered and decided by

the Board as a whole, considering the range of skills and

experience (including matters such as independence and

diversity) that a potential new director may offer the Board

and the ability to fully commit the time needed to be effective

as a director of the Company.

Following each Committee meeting, the Chair of the

Nomination Committee provides a report to the Board.

Nominations, appointments and ongoing

education

The Company’s process for selection, appointment, and

re-appointment of directors is detailed in the Nomination

Committee Charter.

The Nomination Committee recommends to the Board

suitable candidates for appointment as directors. The

Committee considers, among other things, the candidate’s:

—experience as a director;

—skills, expertise and competencies, and the extent to which

those skills complement the skills of existing directors;

—contribution to diversity of Board membership;

—degree of independence; and

—ability to devote sufficient time to the directorship.

The Company undertakes appropriate checks before

appointing a director or senior executive, or recommending

a new candidate to shareholders for election as a director.

Such checks have been undertaken in relation to all current

Board members, and will be undertaken prior to appointment

or election of any new Board recommended director or new

senior executive.

The Company provides sufficient information to shareholders

about candidates standing for election for the first time

and directors seeking re-election at an annual meeting to

enable them to make an informed decision on whether or

not to elect or re-elect the person, including their relevant

qualifications and experience and the skills they bring to the

Board, details of any other material directorships or positions

currently held by the person, the term of office already served

by the director (if applicable), the Board’s view on whether

the person is or will be considered to be independent, and a

statement by the Board in respect of whether it supports the

election or re-election of the person.

On joining the Board, each director receives a formal letter of

appointment outlining his or her duties and obligations, and

participates in an induction programme, which provides such

information and advice as may be considered necessary or

desirable relating to his or her appointment to the Board.

CORPORATE GOVERNANCE STATEMENT 2021
6

To ensure ongoing education, directors are regularly informed

of developments that affect the Company’s industry and

business environment, as well as company and legal issues.

Directors receive comprehensive Board papers and briefing

information before Board meetings and have unrestricted

access to management and any additional information

they consider necessary to perform their roles as directors

effectively. Directors are also encouraged to undertake

appropriate training to remain current on how best to

perform their duties as directors.

A director may obtain independent professional advice

relating to the affairs of the Company or his/her

responsibilities as a director or Committee member. Where

the director has the approval of the Board Chair to obtain

independent professional advice, the Company will meet the

reasonable costs of such advice.

Performance review of the Board, Board

committees and individual directors

The Board recognises that the performance of the Board and

its Committees is pivotal to the Company’s success and to

the protection of the interests of shareholders. The Board

and Committee Charters provide for an annual review and

assessment of the performance, objectives, responsibilities,

processes and procedures of the Board, each Committee and

individual directors. The review process is led by the Chair

with support from the Company Secretary and Committee

Chairs. The review in respect of FY21 is progressing in

accordance with these processes.

Internal financial control

The Board, advised by the Audit and Risk Management

Committee, is responsible for the Company’s overall system

of internal financial control.

The CFO is responsible to the CEO for ensuring that all

operations within the Company comply with the Board

approved financial control policies.

Under its Charter, the Audit and Risk Management

Committee is responsible for regularly reporting to the

Board, including the results of the Committee’s review of the

Company’s risk management and internal control systems.

The Board is also required, under the Risk Management

Policy, to undertake an annual review of the effectiveness of

the Company’s risk management and internal control system.

External auditor

The Board has established a framework for the relationship

between the Company and the external auditor, which

ensures that:

—recommendations made by the external auditor and other

independent advisers are critically evaluated and, where

appropriate, applied;

—the ability of the external auditors to carry out their

statutory audit is in no way impaired;

—consideration is given to what, if any, services other than

their statutory audit role may be provided by the auditor;

—any other services provided by the auditor, other than its

statutory audit role, are approved and monitored; and

—the Company has defined policies and procedures in place

as appropriate internal controls to manage risk effectively.

The external auditor is invited to attend the annual meeting

of the Company to answer questions from shareholders in

relation to the audit.

Internal audit function

The Company’s internal audit programme is focussed on

evaluating the effectiveness of risk management, control and

governance processes.

KPMG was appointed to act as the Company’s independent

internal auditor, replacing Deloitte in that role with effect

from FY22. The independent internal auditor reports to the

Company’s Head of Internal Audit. The internal auditor has

access to review all aspects of the Company’s operations.

The Audit and Risk Committee has overall management of

the Company’s internal audit function which is independent

of the Company’s external auditor. The Audit and Risk

Committee meets regularly to monitor and review the

independence, objectivity, performance and effectiveness of

internal auditing practices.

CEO and CFO annual declaration

In line with ASX Principle 4.2, the Audit and Risk

Management Committee and the Board receive a declaration

for each reporting period from the CEO and CFO in relation

to the Company’s financial statements, that in their opinion:

—the Group’s financial records have been properly

maintained;

—the consolidated financial statements and accompanying

notes comply with generally accepted accounting practice

in New Zealand and International Financial Reporting

Standards; and

—the consolidated financial statements and accompanying

notes give a true and fair view of the financial position and

performance of the Group.

This declaration is provided with an assurance that the

opinion has been formed on the basis of a sound system of

risk management and internal control, and that the system

is operating effectively with regard to the identification of

material financial reporting risk.

THE a
2 MILK COMPANY LIMITED

7

Verification of periodic corporate reports

Periodic corporate reports that are not audited or reviewed

by the Company’s external auditor are verified internally

by management prior to release to ASX and NZX. The

verification process allocates material disclosures within the

relevant document to designated persons to substantiate

the disclosures by reference to company source documents

or, if no source documents are available, by persons with

the knowledge and expertise to confirm the accuracy and

completeness of the disclosures.

The Company’s values

The Company’s purpose and five core values are set out

below and discussed on pages 20 to 33 of the Company’s

2021 Annual Report. These values define the Company and

what it does in order to create value for the Company’s

consumers, people, commercial stakeholders, and the

community in which the Company operates.

The Company’s purpose

We enrich lives by harnessing the nutritional wonders of

nature.

The Company’s values

Bold passion

Driven to realise our amazing potential as a company and as

individuals.

Pioneering spirit

Unconventional open-minded thinking that re-imagines the

possibilities, outcome driven.

Humility

We’re never done growing, discovering, and willingness to

continually iterate and learn.

Respect

Seek to understand and appreciate differences in all its forms.

Integrity

We do the right thing for our consumers, partners, people,

and our cows.

Corporate governance policies

The Company has adopted the following policies, each

of which has been prepared having regard to the ASX

Principles and the NZX Corporate Governance Code and

which are available on the Company’s website at

https://thea2milkcompany.com/corporate-governance.

The Board regularly reviews the performance and

effectiveness of the Company’s corporate governance policies

and procedures and, if appropriate, amends those policies

and procedures or adopts new policies or procedures, to

uphold the integrity of the Company’s corporate governance

framework.

Code of Ethics

The Company expects its directors, officers, employees,

contractors and consultants (Personnel) to conduct

themselves in accordance with the highest ethical standards

of corporate and individual behaviour. The Company’s Code

of Ethics sets out the principles and practices which are

necessary to maintain confidence in the Company’s integrity.

Personnel are required to comply with all laws which apply to

the Company and to the principles of the Code.

The Company requires all Personnel who become aware of

an actual or suspected violation of the Code or wrongdoing

by a person to report to a nominated reporting person. This

process allows for confidential reporting of any potential

violation without disadvantage to the person making the

report.

Continuous Disclosure Policy

The Company has adopted a set of procedures and guidelines

to ensure that it complies with its disclosure obligations

in accordance with all applicable legal and regulatory

requirements, including the NZX Listing Rules and the

ASX Listing Rules. Subject to recognised exceptions, this

ensures the timely disclosure to the ASX and the NZX of any

information concerning the Company which is not generally

available and which a reasonable person would expect to

have a material effect on the price or value of the Company’s

securities.

Risk Management Policy

The Company recognises that risk management is an inherent

part of growing and developing the business, and that the

Company’s ability to identify and address risk is central to

achieving its corporate objectives. Effective risk management

anticipates risk, develops strategies to manage risk and

enables the Company to capitalise on opportunities that

bring value to shareholders. The Company’s risk management

programme assists the Company to identify, assess, monitor

and manage its business risk, including any material changes

to its risk profile.

Ongoing risk management is a core component of the

management of the Company. The Company’s risk

management approach is supported by:

—a robust risk governance framework overseen by the

Board and supported by the Audit and Risk Management

Committee;

—a strong and experienced management team with relevant

expertise in local markets;

—clearly articulated levels of authority and approval

processes;

—established risk identification tools including the Group

Risk Register;

—adequate external insurance cover in place, appropriate to

the Company’s size and risk profile; and

—an internal audit function providing supplementary review

of the internal control framework.

CORPORATE GOVERNANCE STATEMENT 2021
8

Under its Charter, the Audit and Risk Management

Committee is responsible for providing assessments to the

Board of the adequacy, effectiveness and efficiency of the

Company’s risk management and internal control process.

The Board must also annually, under the Risk Management

Policy, review the effectiveness of the Company’s risk

management and internal control system. A review of the

Company’s risk management framework has been conducted

in the reporting period by the Audit and Risk Management

Committee. Whilst no significant changes were made to

the framework or policy, a number of enhancements have

been adopted relating to risk categorisation and the risk

assessment criteria; and by prescribing actionable mitigations.

Regular communication between management and the

Board supplements the Company’s quality system, complaint

handling processes, employee policies and standard operating

procedures which are all designed to address various forms of

risks.

Identification of significant sources of risk and the

Company’s response to those risks can be found in the ‘Risk

management’ section on pages 34 to 37 of the Company’s

2021 Annual Report.

Shareholder Communications Policy

The Company has adopted a Shareholder Communications

Policy which outlines the Company’s approach and

commitment to effective communication with shareholders.

The Company uses numerous modes of communication,

including electronic communication, to ensure that its

communications with shareholders are timely, clear

and accessible. The Company provides investors with

comprehensive and timely access to information about itself

and its governance on its website at www.thea2milkcompany.

com. The website includes copies of past annual reports,

results announcements, other NZX and ASX announcements,

media releases and general Company information.

Shareholders are invited to attend the Company’s annual

meeting, either in person or by representative. The Board

regards the annual meeting as an excellent forum in which

to discuss issues relevant to the Company and accordingly

encourages full participation by shareholders. Shareholders

have an opportunity to submit questions to the Board and to

the Company’s external auditor. Shareholders may also attend

and participate at the meeting virtually, via an online platform

provided by the Company’s share registrar.

Diversity Policy

The Company’s Diversity Policy, including gender diversity

goals, is discussed in the ’How we create value’ section,

page 23 of the Company’s 2021 Annual Report.

Securities Trading Policy

The Company’s Securities Trading Policy applies to all

directors, employees and contractors of the Company.

Under New Zealand and Australian legislation, the insider

trading laws operate to prohibit people in possession of non-

public price sensitive information from dealing in securities

or passing on that information to other people who may

deal in securities. The Company’s policy is designed to

protect directors, employees and their associates, as well as

the Company’s shareholders, against acts of insider trading

that, either willingly or unknowingly, would disadvantage

holders of the Company’s securities and/or infringe insider

trading laws.

The policy employs the use of blackout periods to restrict

directors, officers, senior executives, and their associates,

together with other persons identified by the Company from

time to time, from trading during times where sensitive, non-

public information may be held. In addition, those persons

must notify the Company in advance of any proposed dealing

in the Company’s securities.

Under the terms of the policy, directors, officers, senior

executives, and their associates are prohibited from entering

into hedging transactions which operate to limit the

economic risk of their securities in the Company (including

under any equity-based remuneration scheme) without first

obtaining written approval and must notify the Company and

receive written clearance before engaging in any margin or

securities lending arrangements or granting a security interest

or other encumbrance over Company securities.

Global Whistleblower Policy

The Global Whistleblower Policy reflects the legislative

requirements on whistleblowing. An independent hotline

service operated by Deloitte facilitates anonymous disclosures

by employees and other stakeholders regarding any concerns

that the Company or its people are failing to meet ethical or

legal commitments. All material incidences reported under

the Global Whistleblower Policy are reported to the Audit and

Risk Management Committee.

Global Anti-bribery and Anti-corruption Policy

The Company does not tolerate any form of bribery or

corruption and is committed to ensuring that business

is conducted according to ethical, professional and legal

standards in a fair, honest and open manner. The Audit and

Risk Management Committee is responsible for oversight of

the Global Anti-bribery and Anti-corruption Policy.

THE a
2 MILK COMPANY LIMITED

9

Responsible Sourcing Policy

The Company adopted a new Responsible Sourcing Policy

during the year. This policy sets out the ‘Minimum Standards’

that the Company expects its suppliers to meet when

conducting their businesses, covering labour, health, safety,

the environment, and animal welfare. Suppliers are strongly

encouraged to exceed these Minimum Standards and be

active in advancing social and environmental responsibility

and responsible business practices, and to replicate the

Minimum Standards in their own supply chains.

In addition to the matters set out in this policy, the Company

requires all its suppliers to comply with all applicable laws and

regulations in all countries in which they operate, regarding

labour, health, safety, and the environment.

At a minimum, the Company seeks to include the supplier’s

compliance with the Minimum Standards as an obligation in

any relevant supply contract, including a requirement that

suppliers must notify the Company as soon as practical after

the supplier becomes aware that it has, or a member of

its group or a part of its supply chain has, contravened the

Minimum Standards.

Suspected breaches of this policy will be investigated. Where

breaches are identified, the general approach is to work with

suppliers towards ensuring full compliance with the Minimum

Standards. However, the Company may seek to terminate

contractual arrangements or seek alternative supply sources

if suppliers are unable or unwilling to work towards full

compliance with the Minimum Standards, or where the non-

compliance is of such a nature that ceasing association with

the supplier is the most appropriate course of action.

This policy operates alongside other Company policies,

including the Code of Ethics and the Anti-Bribery &

Anti-Corruption Policy.

Modern Slavery Statement

The Company’s Modern Slavery Statement for FY20,

published in accordance with the Modern Slavery Act 2018

(Cth, Australia) was issued on 30 March 2021, and is available

on the Company’s website at https://thea2milkcompany.com/

corporate-governance.

The Company’s Modern Slavery Statement is discussed on

page 30 of the Company’s 2021 Annual Report.

Health and safety

The Company is committed to the health, safety and

wellbeing of its people. This commitment starts with the

Board. The directors visit the Company’s sites to gain first-

hand understanding of the systems in place, albeit that this

activity was impacted by various travel restrictions during

FY21. Health and safety reports are reviewed at each Board

meeting. Reporting is focused not only on injuries but also

safety observations, which are an important part of an

improving health and safety management system. During the

year, there was one lost time injury and no injury requiring

medical treatment.

The Company’s workplace health and safety regime includes:

—a framework to assist the Board and senior management

with the identification, control, reporting, investigation

and monitoring of health and safety risks to the Group;

—use of qualified external consultants to ensure compliance

with relevant laws in each jurisdiction and to identify

improvement opportunities;

—Board prioritisation of health and safety performance,

facilitated through monthly formal review and Board

updates, to ensure a strong focus on health and safety in

the workplace is maintained; and

—health and safety training and supervision for employees.

Indemnities and insurance

The Company has provided Deeds of Indemnity to all

directors for potential liabilities to any person, other than

the Company and its subsidiaries, they may incur for acts or

omissions in their capacity as directors of the Company and

its subsidiaries and costs incurred in defending or setting any

claim or proceeding relating to any such liabilities. Directors’

and officers’ liability insurance is in place for directors and

officers acting on behalf of the Company.

Protocols in the event of a takeover offer

The Board has established protocols that set out the

procedures to be followed in the event of a takeover offer

to assist directors and management with the response to

unexpected takeover activity, including governance, conflict

and communications protocols for takeover response.

www.thea2milkcompany.com

---

The a2 Milk Company Limited
ARBN 158 331 965


ASX Appendix 4E - Preliminary Final Report


Results for announcement to the market


Reporting period Twelve months to 30 June 2021

Previous reporting

period

Twelve months to 30 June 2020


Amount (000s) Percentage change

Revenue from

continuing ordinary

activities

$NZ 1,206,734 (30.3%)

Profit (loss) from

continuing ordinary

activities after tax

attributable to security

holders

$NZ 80,658 (79.2%)

Net profit (loss)

attributable to security

holders

$NZ 80,658 (79.1%)


Final dividend Amount per security Imputed amount per

security

The Company does not

propose to pay a

dividend for the year

ended 30 June 2021

Not applicable Not applicable


Record date Not applicable

Dividend payment date Not applicable


Comments: For further information refer to the attached:

Audited Annual Report for the year ended 30 June

2021

Full Year Results Commentary

Full Year Results Presentation




Net Tangible Assets per

security


30 June 2021

$NZ 1.37

30 June 2020

$NZ 1.48

---

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

The a2 Milk Company Limited


ABN/ARBN Financial year ended:

158 331 965 30 June 2021

Our corporate governance statement

1

for the period above can be found at:

2



These pages of our

annual report:



This URL on our

website:

https://thea2milkcompany.com/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 30 June 2021 and has been

approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

3


Date: 26 August 2021

Name of authorised officer

authorising lodgement:

Jaron McVicar, Chief Legal and Sustainability Officer

& Company Secretary


1

“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which

discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during

a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a

corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a

statement is located. The corporate governance statement must disclose the extent to which the entity has followed the

recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a

recommendation for any part of the reporting period, its corporate governance statement must separately identify that

recommendation and the period during which it was not followed and state its reasons for not following the recommendation and

what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual

report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with

ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of

Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual

report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance

disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s

recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of

Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve

different purposes and an entity must produce each of them separately.

2

Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where

your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not

applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and

you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES


Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 A listed entity should have and disclose a board charter setting

out:

(a) the respective roles and responsibilities of its board and

management; and

(b) those matters expressly reserved to the board and those

delegated to management.


Corporate Governance Statement page 2, and we have disclosed a

copy of our board charter at:

https://thea2milkcompany.com/corporate-governance


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.2 A listed entity should:

(a) undertake appropriate checks before appointing a

director or senior executive or putting someone forward for

election as a director; and

(b) provide security holders with all material information in its

possession relevant to a decision on whether or not to elect or re-

elect a director.


Corporate Governance Statement, page 5

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this

recommendation is therefore not applicable

1.3 A listed entity should have a written agreement with each director

and senior executive setting out the terms of their appointment.


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.4 The company secretary of a listed entity should be accountable

directly to the board, through the chair, on all matters to do with

the proper functioning of the board.


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable


4

Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert

the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you

need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual

report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate

governance/charters/”).

5

If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


1.5 A listed entity should:

(a) have and disclose a diversity policy;

(b) through its board or a committee of the board set

measurable objectives for achieving gender diversity in the

composition of its board, senior executives and workforce

generally; and

(c) disclose in relation to each reporting period:

(1) the measurable objectives set for that period to

achieve gender diversity;

(2) the entity’s progress towards achieving those

objectives; and

(3) either:

(A) the respective proportions of men and women

on the board, in senior executive positions and

across the whole workforce (including how the

entity has defined “senior executive” for these

purposes); or

(B) if the entity is a “relevant employer” under the

Workplace Gender Equality Act, the entity’s

most recent “Gender Equality Indicators”, as

defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the

commencement of the reporting period, the measurable objective

for achieving gender diversity in the composition of its board

should be to have not less than 30% of its directors of each

gender within a specified period.


and we have disclosed a copy of our diversity policy at:

https://thea2milkcompany.com/corporate-governance

and we have disclosed the information referred to in paragraph (c)

at:

Annual Report pages 23 to 25.


and if we were included in the S&P / ASX 300 Index at the

commencement of the reporting period our measurable objective for

achieving gender diversity in the composition of its board of not less

than 30% of its directors of each gender within a specified period.

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


1.6 A listed entity should:

(a) have and disclose a process for periodically evaluating the

performance of the board, its committees and individual

directors; and

(b) disclose for each reporting period whether a performance

evaluation has been undertaken in accordance with that

process during or in respect of that period.


and we have disclosed the evaluation process referred to in

paragraph (a) at:

Corporate Governance Statement page 6.

https://thea2milkcompany.com/corporate-governance


and whether a performance evaluation was undertaken for the

reporting period in accordance with that process at:

Corporate Governance Statement page 6.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.7 A listed entity should:

(a) have and disclose a process for evaluating the performance

of its senior executives at least once every reporting period;

and

(b) disclose for each reporting period whether a performance

evaluation has been undertaken in accordance with that

process during or in respect of that period.


and we have disclosed the evaluation process referred to in

paragraph (a) at:

Annual Report page 48


and whether a performance evaluation was undertaken for the

reporting period in accordance with that process at:

Annual Report page 48


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1 The board of a listed entity should:

(a) have a nomination committee which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b) if it does not have a nomination committee, disclose that

fact and the processes it employs to address board

succession issues and to ensure that the board has the

appropriate balance of skills, knowledge, experience,

independence and diversity to enable it to discharge its

duties and responsibilities effectively.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://thea2milkcompany.com/corporate-governance


and the information referred to in paragraphs (4) and (5) at:

Annual Report page 47


[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have a nomination

committee and the processes we employ to address board

succession issues and to ensure that the board has the appropriate

balance of skills, knowledge, experience, independence and

diversity to enable it to discharge its duties and responsibilities

effectively at:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.2 A listed entity should have and disclose a board skills matrix

setting out the mix of skills that the board currently has or is

looking to achieve in its membership.


and we have disclosed our board skills matrix at:

Annual Report page 46

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.3 A listed entity should disclose:

(a) the names of the directors considered by the board to be

independent directors;

(b) if a director has an interest, position, affiliation or

relationship of the type described in Box 2.3 but the board

is of the opinion that it does not compromise the

independence of the director, the nature of the interest,

position or relationship in question and an explanation of

why the board is of that opinion; and

(c) the length of service of each director.


and we have disclosed the names of the directors considered by the

board to be independent directors at:

Annual Report page 44

and, where applicable, the information referred to in paragraph (b)

at:

Annual Report page 44


and the length of service of each director at:

Annual Report pages 40 to 41

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


2.4 A majority of the board of a listed entity should be independent

directors.


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.5 The chair of the board of a listed entity should be an

independent director and, in particular, should not be the same

person as the CEO of the entity.


☒ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

2.6 A listed entity should have a program for inducting new

directors and for periodically reviewing whether there is a need

for existing directors to undertake professional development to

maintain the skills and knowledge needed to perform their role

as directors effectively.


☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

3.1 A listed entity should articulate and disclose its values.


and we have disclosed our values at:

Corporate Governance Statement page 7.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement

3.2 A listed entity should:

(a) have and disclose a code of conduct for its directors,

senior executives and employees; and

(b) ensure that the board or a committee of the board is

informed of any material breaches of that code.


and we have disclosed our code of conduct at:

Corporate Governance Statement page 7.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement

3.3 A listed entity should:

(a) have and disclose a whistleblower policy; and

(b) ensure that the board or a committee of the board is

informed of any material incidents reported under that

policy.


and we have disclosed our whistleblower policy at:

Corporate Governance Statement page 8.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement

3.4 A listed entity should:

(a) have and disclose an anti-bribery and corruption policy;

and

(b) ensure that the board or committee of the board is

informed of any material breaches of that policy.


and we have disclosed our anti-bribery and corruption policy at:

Corporate Governance Statement page 8.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS

4.1 The board of a listed entity should:

(a) have an audit committee which:

(1) has at least three members, all of whom are non-

executive directors and a majority of whom are

independent directors; and

(2) is chaired by an independent director, who is not

the chair of the board,

and disclose:

(3) the charter of the committee;

(4) the relevant qualifications and experience of the

members of the committee; and

(5) in relation to each reporting period, the number of

times the committee met throughout the period and

the individual attendances of the members at those

meetings; or

(b) if it does not have an audit committee, disclose that fact

and the processes it employs that independently verify

and safeguard the integrity of its corporate reporting,

including the processes for the appointment and removal

of the external auditor and the rotation of the audit

engagement partner.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://thea2milkcompany.com/corporate-governance


and the information referred to in paragraphs (4) and (5) at:

Annual Report page 40 to 41, 47


[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have an audit

committee and the processes we employ that independently verify

and safeguard the integrity of our corporate reporting, including the

processes for the appointment and removal of the external auditor

and the rotation of the audit engagement partner at:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement

4.2 The board of a listed entity should, before it approves the

entity’s financial statements for a financial period, receive from

its CEO and CFO a declaration that, in their opinion, the

financial records of the entity have been properly maintained

and that the financial statements comply with the appropriate

accounting standards and give a true and fair view of the

financial position and performance of the entity and that the

opinion has been formed on the basis of a sound system of risk

management and internal control which is operating effectively.


☐ set out in our Corporate Governance Statement

4.3 A listed entity should disclose its process to verify the integrity

of any periodic corporate report it releases to the market that is

not audited or reviewed by an external auditor.


☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1 A listed entity should have and disclose a written policy for

complying with its continuous disclosure obligations under

listing rule 3.1.


and we have disclosed our continuous disclosure compliance policy

at:

https://thea2milkcompany.com/corporate-governance


☐ set out in our Corporate Governance Statement

5.2 A listed entity should ensure that its board receives copies of all

material market announcements promptly after they have been

made.


☐ set out in our Corporate Governance Statement

5.3 A listed entity that gives a new and substantive investor or

analyst presentation should release a copy of the presentation

materials on the ASX Market Announcements Platform ahead

of the presentation.


☐ set out in our Corporate Governance Statement

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1 A listed entity should provide information about itself and its

governance to investors via its website.


and we have disclosed information about us and our governance on

our website at:

https://thea2milkcompany.com/corporate-governance


☐ set out in our Corporate Governance Statement

6.2 A listed entity should have an investor relations program that

facilitates effective two-way communication with investors.


☐ set out in our Corporate Governance Statement

6.3 A listed entity should disclose how it facilitates and encourages

participation at meetings of security holders.


and we have disclosed how we facilitate and encourage participation

at meetings of security holders at:

Corporate Governance Statement page 8.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement

6.4 A listed entity should ensure that all substantive resolutions at a

meeting of security holders are decided by a poll rather than by

a show of hands.

☒ ☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


6.5 A listed entity should give security holders the option to receive

communications from, and send communications to, the entity

and its security registry electronically.


☐ set out in our Corporate Governance Statement

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1 The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of

which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b) if it does not have a risk committee or committees that

satisfy (a) above, disclose that fact and the processes it

employs for overseeing the entity’s risk management

framework.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://thea2milkcompany.com/corporate-governance


and the information referred to in paragraphs (4) and (5) at:

Annual Report page 47

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have a risk committee

or committees that satisfy (a) and the processes we employ for

overseeing our risk management framework at:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement

7.2 The board or a committee of the board should:

(a) review the entity’s risk management framework at least

annually to satisfy itself that it continues to be sound and

that the entity is operating with due regard to the risk

appetite set by the board; and

(b) disclose, in relation to each reporting period, whether

such a review has taken place.


and we have disclosed whether a review of the entity’s risk

management framework was undertaken during the reporting period

at:

Corporate Governance Statement page 8.

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


7.3 A listed entity should disclose:

(a) if it has an internal audit function, how the function is

structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and

the processes it employs for evaluating and continually

improving the effectiveness of its governance, risk

management and internal control processes.


[If the entity complies with paragraph (a):]

and we have disclosed how our internal audit function is structured

and what role it performs at:

Corporate Governance Statement page 6.

https://thea2milkcompany.com/corporate-governance

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have an internal audit

function and the processes we employ for evaluating and continually

improving the effectiveness of our risk management and internal

control processes at:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement

7.4 A listed entity should disclose whether it has any material

exposure to environmental or social risks and, if it does, how it

manages or intends to manage those risks.


and we have disclosed whether we have any material exposure to

environmental and social risks at:

Annual Report page 26 to 31

and, if we do, how we manage or intend to manage those risks at:

Annual Report page 26 to 31, 34 to 37

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1 The board of a listed entity should:

(a) have a remuneration committee which:

(1) has at least three members, a majority of whom are

independent directors; and

(2) is chaired by an independent director,

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b) if it does not have a remuneration committee, disclose

that fact and the processes it employs for setting the level

and composition of remuneration for directors and senior

executives and ensuring that such remuneration is

appropriate and not excessive.


[If the entity complies with paragraph (a):]

and we have disclosed a copy of the charter of the committee at:

https://thea2milkcompany.com/corporate-governance


and the information referred to in paragraphs (4) and (5) at:

Annual Report page 47

[If the entity complies with paragraph (b):]

and we have disclosed the fact that we do not have a remuneration

committee and the processes we employ for setting the level and

composition of remuneration for directors and senior executives and

ensuring that such remuneration is appropriate and not excessive:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

8.2 A listed entity should separately disclose its policies and

practices regarding the remuneration of non-executive directors

and the remuneration of executive directors and other senior

executives.


and we have disclosed separately our remuneration policies and

practices regarding the remuneration of non-executive directors and

the remuneration of executive directors and other senior executives

at:

Annual Report pages 48 to 53

☐ set out in our Corporate Governance Statement OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

8.3 A listed entity which has an equity-based remuneration scheme

should:

(a) have a policy on whether participants are permitted to

enter into transactions (whether through the use of

derivatives or otherwise) which limit the economic risk of

participating in the scheme; and

(b) disclose that policy or a summary of it.


and we have disclosed our policy on this issue or a summary of it at:

Corporate Governance Statement page 8

https://thea2milkcompany.com/corporate-governance

☐ set out in our Corporate Governance Statement OR

☐ we do not have an equity-based remuneration scheme and

this recommendation is therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES

9.1 A listed entity with a director who does not speak the language

in which board or security holder meetings are held or key

corporate documents are written should disclose the processes

it has in place to ensure the director understands and can

contribute to the discussions at those meetings and

understands and can discharge their obligations in relation to

those documents.


and we have disclosed information about the processes in place at:

.................................................................................

[insert location]

☐ set out in our Corporate Governance Statement OR

☒ we do not have a director in this position and this

recommendation is therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

9.2 A listed entity established outside Australia should ensure that

meetings of security holders are held at a reasonable place and

time.


☐ set out in our Corporate Governance Statement OR

☐ we are established in Australia and this recommendation is

therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

9.3 A listed entity established outside Australia, and an externally

managed listed entity that has an AGM, should ensure that its

external auditor attends its AGM and is available to answer

questions from security holders relevant to the audit.


☐ set out in our Corporate Governance Statement OR

☐ we are established in Australia and not an externally managed

listed entity and this recommendation is therefore not

applicable

☐ we are an externally managed entity that does not hold an

AGM and this recommendation is therefore not applicable

ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES

- Alternative to Recommendation 1.1 for externally managed

listed entities:

The responsible entity of an externally managed listed entity

should disclose:

(a) the arrangements between the responsible entity and the

listed entity for managing the affairs of the listed entity;

and

(b) the role and responsibility of the board of the responsible

entity for overseeing those arrangements.


and we have disclosed the information referred to in paragraphs (a)

and (b) at:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations

ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13

Corporate Governance Council recommendation Where a box below is ticked,

4

we have followed the

recommendation in full for the whole of the period above. We

have disclosed this in our Corporate Governance Statement:

Where a box below is ticked, we have NOT followed the

recommendation in full for the whole of the period above. Our

reasons for not doing so are:

5


- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally

managed listed entities:

An externally managed listed entity should clearly disclose the

terms governing the remuneration of the manager.


and we have disclosed the terms governing our remuneration as

manager of the entity at:

.........................................................................................

[insert location]

☐ set out in our Corporate Governance Statement

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Other issuers discussed similar conditions around this time

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