ATM - Standing Waiver from NZX Listing Rule 7.8.5(b)

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29 July 2025
NZ RegCo Decision
The a2 Milk Company Limited (“ATM”)
Waiver from NZX Listing Rule 7.8.5(b)

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Background
1. The information on which this decision is based is set out in Appendix One to this
decision. This standing waiver will not apply if that information is not, or ceases to be,
full and accurate in all material respects.
2. The NZX Listing Rule (
Rules
) to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined have the meanings given to them in the Rules.
Waiver from NZX Listing Rule 7.8.5(b)
Decision
4. Subject to the condition set out in paragraph 5 below, and on the basis that the
information provided by ATM is complete and accurate in all material respects, NZ
RegCo grants ATM a standing waiver from Rule 7.8.5(b) to the extent that this Rule
requires ATM to provide an Independent Appraisal Report to accompany a notice of
meeting to consider a resolution to approve granting CEO Performance Rights to a
Managing Director or to an Associated Person of a Managing Director.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. the issuance of Equity Securities under the LTI plan to an ATM Managing Director
is made in accordance with Rule 4.6.1; and
b. the terms of the CEO Performance Rights are negotiated by ATM’s non-interested
directors.
Reasons
6. The policy behind Rule 7.8.5(b) is to ensure that security holders being asked to vote on
resolutions to approve transactions to which Rule 7.8.5(b) applies receive the benefit of
an independent evaluation that allows them to understand and scrutinise the merits of
that transaction.
7. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo
has considered that:
(a) the material terms of the Managing Director’s employment agreement (including
his/her participation in the LTI plan) were, or will be, negotiated on an arm’s
length, commercial basis, prior to the commencement of his/her employment and
directorship with ATM;
(b) the terms of the CEO Performance Rights and the Managing Director’s
participation in the LTI plan will be determined by the non-interested Directors of
ATM at their sole discretion. The Managing Director will not participate in the
board discussion;

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(c) the need for an Appraisal Report will only arise because the Managing Director is
also a director of ATM, as well as its chief executive officer. The Managing
Director’s participation in the LTI plan, and the grant of the CEO Performance
Rights, are part of his/her remuneration package and reflects incentives for the
Managing Director in his/her role as Managing Director and do not relate to his/her
role as a director of ATM;
(d) if shareholder approval were not sought on an advisory basis and under the ASX
Listing Rules for the Managing Director (or an Associated Person) to acquire
performance rights under the LTI plan, ATM would be able to under NZX Rule
4.6.1 grant the CEO Performance Rights without first obtaining shareholder
approval and providing an Appraisal Report;
(e) the standing waiver is only a waiver from Rule 7.8.5(b) and ATM must continue to
ensure that each grant of CEO Performance Rights is otherwise made in
accordance with the NZX Listing Rules;
(f) ATM’s shareholders will be asked to consider the CEO Rights Resolution with the
knowledge of the waiver having been granted;
(g) each notice of meeting to consider a CEO Rights Resolution will set out the
information required by Rules 7.8.2 and 7.8.4, to enable shareholders to
understand the effect and consequences of that resolution;
(h) the number of CEO Performance Rights that may be granted to the Managing
Director (or to their Associated Person) will be fixed and known at the time of each
meeting to consider a CEO Rights Resolution, so ATM shareholders will have
certainty as to what they are approving. Shareholders can ascertain what ATM’s
outstanding obligations in respect of the CEO Performance Rights are, through
the continuous disclosure obligations that are required to be made by ATM and
the Managing Director under the Rules, the ASX Rules and the Financial Markets
Conduct Act 2013. ATM also provides disclosure on the CEO Performance Rights
in its annual report;
(i) the terms of the Managing Director’s participation in the LTI plan and terms of the
CEO Performance Rights themselves will comply with the LTI plan and will be
determined against performance measures applying to other participants in the
LTI plan; and
(j) there is precedent for the decision.

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Appendix One
1. The a2 Milk Company Limited (ATM) is a Listed Issuer with ordinary shares Quoted on
the NZX Main Board and quoted on the ASX.
2. ATM operates a Long-Term Incentive (LTI) plan. Participation in the LTI plan is by
invitation only, at the discretion of the ATM board. Under the LTI plan, prospective
participants are offered awards of performance rights. Each performance right entitles
the participant to receive one fully paid share in ATM, subject to the performance
conditions and vesting conditions set by the board being met, and subject to
compliance with applicable laws at the time shares are issued or transferred to a
participant following vesting of performance rights. A prospective participant, who is a
resident of Australia or New Zealand, is permitted to renounce his or her offer in favour
of an immediate family member, a company whose members comprise no persons
other than the participant and immediate family members or (if a resident of Australia)
the corporate trustee of a self-managed superannuation fund of which the participant is
a director.
3. ATM’s current CEO, Mr David Bortolussi, is also the Managing Director of ATM. It is
intended that the waiver sought will apply in respect of Mr Bortolussi and also in
respect of any future Managing Director of ATM. Subject to board discretion, on an
annual basis, the Managing Director is invited to participate in the LTI plan and be
granted performance rights under the plan (CEO Performance Rights).
4. ATM submits that the terms of the LTI plan between the CEO/Managing Director and
non-interested directors were negotiated on an arm’s length commercial basis, prior to
the commencement of the CEO/Managing Director employment with ATM. Other than
the Managing Director, all ATM directors are currently independent. The independent
directors are all non-interested for the purposes of the CEO Performance Rights.
5. ATM considers that the grant of the CEO Performance Rights to the Managing Director
is advantageous to ATM because it further aligns the Managing Director’s interests
with ATM and its shareholders.
6. ATM intends to grant the CEO Performance Rights to the Managing Director (or to an
eligible Associated Person of the Managing Director) only if the granting of those rights
and any subsequent issue of shares on vesting of performance rights is permitted
under Rules 4.1.2(c) and 4.6.1 and does not require ATM shareholder approval under
the Rules.
7. By contrast, under the ASX listing rules (ASX Rules):
(a) unless an exception applies, ATM must not issue or agree to issue to a director
of the company or his/her associate, and must not permit a director of the
company or his/her associate to acquire under an employee incentive scheme,
equity securities without the approval of shareholders (ASX Rules 10.11 and
10.14); and
(b) ASX Rules 10.11 and 10.14 do not apply to a grant of rights to acquire equity
securities to directors or their associates under an employee incentive scheme,
where the equity securities to be acquired in satisfaction of the rights are
required by the terms of the scheme to be purchased on-market (ASX Rules
10.12 Exception 9 and 10.16(b)).

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8. ATM sought and received shareholder approval at its 2023 and 2024 annual meetings
both on an advisory basis and for the purposes of ASX Rule 10.14 such that ATM
would be authorised to issue new shares to the current Managing Director (or to an
Associated Person of the Managing Director) following the vesting of his performance
rights. Approval on an advisory basis means that ATM seeks shareholder approval for
an action that does not require shareholder approval under the Rules, ASX Listing
Rules or ATM’s constitution.
9. Prior to the passing of the resolution at the 2023 annual meeting, the practice had
been for ATM shares that had been acquired on market to be transferred to the
Managing Director following vesting of the relevant performance rights. The passing of
the resolutions at the 2023 and 2024 annual meetings has provided ATM the ability to
either issue new ATM shares, or transfer existing ATM shares that have been acquired
on-market, to the Managing Director following vesting of the performance rights
granted after those annual meetings.
10. ATM intends to continue to seek shareholder approval, on an advisory basis and for
the purposes of ASX Rule 10.14, to the grant of a specified number of CEO
Performance Rights to the Managing Director (or to an Associated Person of the
Managing Director) under the LTI plan each year. It is proposed that, at each future
annual meeting for so long as the Managing Director role is in place, ATM proposes
that:
(a) the shareholder approval be sought on an advisory basis, since the grant of the
CEO Performance Rights does not require ATM shareholder approval under the
ASX Rules if the grant complies with the relevant exceptions in the ASX Rules;
and
(b) ATM will seek shareholder approval for the purposes of ASX Listing Rule 10.14,
such approval then also operating as an exception to ASX Listing Rule 10.11. If
the resolution is passed, ATM will have the flexibility to satisfy vested CEO
Performance Rights through an issue of shares rather than only being able to
satisfy them through an acquisition of shares on-market. If the resolution is not
passed, ATM can still satisfy the vested CEO Performance Rights through an
acquisition of shares on-market as it has done in the past.
11. Rule 7.8.5(b) requires that a notice of meeting to consider a resolution of the nature
referred to in Rule 7.8.4 must be accompanied by an Independent Appraisal Report if
more than 50% of the Financial Products to be issued are intended or likely to be
acquired by Directors or Associated Persons of Directors.
12. As a resolution to approve the grant of CEO Performance Rights (CEO Rights
Resolution) relates solely to the grant of performance rights to the Managing Director
or Associated Person of the Managing Director, Rule 7.8.5(b) applies to a notice of
meeting containing a CEO Rights Resolution.
13. As noted above, ATM intends to grant the CEO Performance Rights only if the granting
of those rights and any subsequent issue of shares on vesting of performance rights is
permitted under Rules 4.1.2(c) and 4.6.1. Issuances to Executive Directors in
accordance with the requirements of Rule 4.6.1 do not require shareholder approval
under the Rules.

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Appendix Two
Rule 7.8.5
A notice of meeting to consider a resolution of the nature referred to in Rule 7.8.4 (other than
a resolution to permit an issue under Rule 4.7.1) must be accompanied by an Appraisal
Report if:
(a) the resolution is required by Rule 4.13,
(b) more than 50% of the Financial Products to be issued are intended or likely to be
acquired by Directors or Associated Persons of Directors, or
(c) more than 50% of the Financial Products to be acquired or redeemed or the financial
assistance to be given is intended or likely to go to Directors or Associated Persons
of Directors.