NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2016
Dear Shareholder,
As an important part of our Synlait family, we hope you can attend our upcoming Annual Meeting.
Our 2016 Annual Meeting of Shareholders of Synlait Milk Limited will be held on Tuesday 29 November 2016from 1:00pm at Tait Technology Centre, 245 Wooldridge Road, Christchurch 8051, New Zealand.
2016 has been another busy year for us, and we were pleased to announce to our shareholders a significant increase in our net operating profit after tax.
At our Annual Meeting, we will recap our results, our announced plans for 2017 and re-summarise the results of our rights issue.
We will also go through details of a new long-term incentive share scheme for our Senior Leadership Team.
We look forward to seeing you on 29 November, but if you can't make it please remember to submit your proxy.
Our Annual Meeting agenda is as follows:
1:00PM - ANNUAL MEETING COMMENCES
WELCOME
CHAIRMAN'S ADDRESS
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER'S ADDRESS
CHIEF FINANCIAL OFFICER'S REVIEW
FORMAL RESOLUTIONS (please see the Explanatory Notes at the end of this Notice)
Auditor's Remuneration
RESOLUTION 1:To consider and, if thought fit, pass the following as an ordinary resolution:
"That the Board be authorised to determine the auditor's fees and expenses for the 2017 financial year."
Election of Director
RESOLUTION 2:To consider and, if thought fit, pass the following as an ordinary resolution:
"That Sam Knowles be re-elected as a Director."
Directors' Remuneration
-
RESOLUTION 3:
To consider and, if thought fit, pass the following as an ordinary resolution:
"That the annual fee for all Directors be
$70,000, except for the annual fees of each of the two Committee Chairs which will be $82,000 and the Chairman of the Board which will be $130,000. All these increasesapply from 1 April 2017."
ANY OTHER BUSINESS
To consider any other business that may be properly brought before the meeting.
3:00PM - ANNUAL MEETING CONCLUDES
Refreshments served.
PROXIES
A Proxy Form is included with this Notice.
Any of our shareholders who are entitled to attend and vote at the Annual Meeting, may appoint a proxy to attend the meeting and vote on their behalf. A proxy does not have to be a fellow shareholder, and you can nominate the Chairman (or any of our other Directors) as your proxy if you wish.
The Chairman intends to vote any discretionary proxies in favour of all resolutions.
To be valid, a completed Proxy Form must be sent to Computershare Investor Services Limited (please see the Proxy Form for theaddress). You can also appoint your proxy online atwww.investorvote.co.nz(note you will need your CSN/Shareholder Number and Postcode).
ANY DETAILED QUESTIONS FOR THE DIRECTORS OR OUR AUDITORS?
To assist us in providing a proper response to any detailed questions you may want to raise at the Annual Meeting, please forward questions to us in advance of the meeting. Questions should be sent via email to quentin.lowcay@synlait.com no later than 5pm on Friday 25 November 2016.
The Chairman will then ensure that any questions or comments submitted will be addressed in the course of theAnnual Meeting.
Please note that our Auditors (Deloitte) will be at the Annual Meeting to answer any specific queries you may have of them.
PRESENTATION MATERIALS
If you are not able to make it to the Annual Meeting, copies of any materials presented at the meeting by our Chairman, our Managing Director and CEO and our Chief Financial Officer will be available on ourwebsite (www.synlait.com) and on the NZX website (www.nzx.com) shortly after the Annual Meeting commences.
By order of the Board
Quentin Lowcay
General Counsel & Company Secretary
In all cases your completed Proxy Form must be received no later than 1:00pm on Sunday 27 November 2016.
RESOLUTION REQUIREMENTS
An ordinary resolution is a resolution passed by a simple majority of votes of shareholders who are entitled to vote on the resolution and who exercise their right to vote.
Sam Knowles
Graeme Milne
John Penno
OUR BOARD OF DIRECTORS
Yang (Edward) Sihang Bill Roest Hon. Ruth Richardson
Qikai (Albert) Lu
EXPLANATORY NOTE 1
(AUDITOR'S REMUNERATION - RESOLUTION 1)Deloitte are our existing auditors and are automatically reappointed at the Annual Meeting under section 207T ofthe Companies Act 1993, unless there is
a resolution put to the Annual Meeting to the contrary. The proposed resolution is to authorise the Board to fix the fees and expenses of the auditors for the comingfinancial year for the purposes of section 197 of the Companies Act 1993.
EXPLANATORY NOTE 2
(RE-ELECTION OF DIRECTOR - RESOLUTION 2)Sam Knowles
Under clause 5 of Schedule 1 to our Constitution, one-third of the IndependentDirectors (being those who have been longest in office) must retire from office atthe Annual Meeting each year, but are able to be re-elected. Accordingly, Sam Knowles retires from office, and, being eligible, offershimself for re-election.
Sam Knowles
Director (Independent)
Sam has been a Director of Synlait Milk Limited since 2013. He plays a very active role on the Remuneration
& Governance Committee and in the general Board Meetings.
Sam is an extremely experienced Director, having held senior executive positions in major banks in both Australia and
New Zealand, and has held and continues to hold various directorships in companies over the last 12 years.
His speciality is growth businesses, and has successfully grown organisations such as Kiwibank, Xero and TrustPower,and is actively involved in several start-up organisations and projects to encourage innovation within the New Zealand business community.
This passion for sustainable growth, development and realising the potentialof organisations means that Sam brings a lot to the Board table and continuallychallenges and encourages Management at Synlait Milk Limited to deliver forshareholders on the business plans and initiatives that have been developed.
Sam's banking experience and knowledge of financial markets is a useful and valuable check on Management's recommendations in relation to treasury and financial management. He adds particular value tothe assessment of talent reward systems and engagement of staff in relation to his work on the Remuneration & Governance Committee through his extensive businessand governance experience.
Sam plays an important role as an independent Director for shareholders, and certainly speaks his own mind at the Board table to ensure the best interests ofshareholders are always represented.
The Board and Management of Synlait Milk Limited supports his re-election by the shareholders.