Corporate Governance

Synlait’s Board (as at 31 July 2025) is currently made up of seven Directors.

Information on the Director’s profiles can be found on the People page of this website.

Synlait’s Board believes in the importance of ensuring that the Board consists of Director’s with a range of skills and experience. A copy of the skills matrix can be found in the Annual Report.

Other information, including remuneration, ownership interests, independence, and gender composition of the Board is also included in our Annual Report.

Attendance at Board and Committee meetings in the year to 31 July 2025 was as follows:

Our Board Charter sets out the roles and responsibilities of the Board. It requires that the Board meet formally at least six times annually and clearly distinguishes between the role of the Board and the role of management. The Board delegates responsibility to the CEO for implementing Synlait’s strategic direction and day-to-day operations, as recorded in our Delegated Authorities Policy. Management provides detailed reports to the Board to keep the Board up to date with key operational activities and other aspects of Synlait’s affairs, including financial performance.

Our Constitution was updated in October 2024 following a change in control event whereby Bright Dairy became a majority shareholder in Synlait.

Synlait previously had a non-standard constitution includes specific governance arrangements permitted by waivers from various rules in the NZX Listing Rules granted by NZX Regulation Limited (“NZ RegCo”) however these arrangements have now been removed the provisions of the constitution no longer require specific waivers.

The minimum number of Directors on Synlait’s Board is three, the maximum is eight. The Board Appointed Director role is currently vacant, and the Board are not actively recruiting for this role to be replaced. At least two Directors must ordinarily reside in New Zealand and two must be independent.

A Nominations Sub-Committee forms part of the People, Environment and Governance Committee.

The Sub-Committee has a majority of independent Directors and makes candidate recommendations to the Board. When recommending Directors, the Sub-Committee considers experience, qualifications, character, criminal record, bankruptcy history, judgment, ability to work with others, current Board composition and skill set. Synlait’s Diversity and Inclusion Policy is also considered.

Before any candidate is finally selected, appropriate fit and proper checks are undertaken. Important information about candidates is provided to shareholders in the notice of meeting at which they will vote on the appointment of a new Director.

The Nominations Sub-Committee is satisfied that the current composition of the Board reflects an appropriate range of skill, experience, knowledge, and diversity needed to discharge the Board’s functions and responsibilities to achieve Synlait’s strategic goals.

All Directors enter into an agreement with Synlait outlining their appointment terms, role requirements, including time commitments and remuneration, as well as indemnity and insurance arrangements.

During this financial year, Directors attended multiple events including market insight sessions and in-market engagements (including the China International Import Expo) to ensure currency in their knowledge of the risks and opportunities facing Synlait.

Synlait’s Farmer Leadership Team engaged with the Board throughout the financial year as well, to ensure a strong understanding of farmer supplier issues. As well as this, Directors’ connection to the wider farmer supplier base was strengthened through their involvement in both direct engagement initiatives and at Synlait events.

Our Chair conducts an annual review of the Board and each Director. The People, Environment and Governance Committee and Independent Assurance function assists with these performance reviews.

An external performance review is conducted every three years.

Each year the Audit and Risk Committee and the People, Environment and Governance Committee review their performance against the respective Charter and the recommendations in the Corporate Governance Code.

Three of our seven Directors are independent. This does not satisfy Recommendation 2.8 of the Corporate Governance Code, which suggests that a majority of our Directors should be independent, however given Bright Dairy’s majority ownership, the recommendation has not been followed.

While the Board does not comprise a majority of Independent Directors, Synlait considers its governance arrangements appropriate given its ownership structure. Independent Directors continue to provide strong oversight through Board committees and regular evaluations.

Synlait has considered the independence of its three Independent Directors against the definition in the NZX Listing Rules, the table and commentary to Recommendation 2.4 in the Corporate Governance Code and its Board Charter and is satisfied that the relevant Directors are independent.

Synlait has an Independent Chair. George Adams was appointed to this role in May 2024. While the Board Charter no longer requires the Chair to be independent, the current Chair remains independent, and the company continues to meet Recommendation 2.9 of the Corporate Governance Code in practice.

Our Diversity and Inclusion Policy promotes a culture of diversity and inclusiveness, putting in place appropriate strategies and measurable objectives. We aim to achieve three main goals:

• Workforce diversity – employ, develop, and retain more women and Māori.
• Diversity through leadership – empower and equip our leaders to recruit, develop and retain a diverse and competent workforce.
• Workforce inclusion – foster a culture that encourages flexibility and fairness, to enable all employees to realise their potential, and thereby increase employee retention.

To help us meet these goals we have our Mātua (Parental Leave) and our Tāwariwari (Flexible Working) Policies in place.

Our success will be measured against the following as at the end of FY25. The prior year’s comparison is in brackets.

Synlait’s FY25 Director and Officer composition is set out in the table below. The prior year’s comparison in in brackets.

Management report to the Board on progress against the Diversity and Inclusion Policy. The Board also conducts an annual compliance assessment of the Policy.

Our Continuous Disclosure Policy helps employees comply with our reporting and disclosure requirements as a listed company. Everyone is required to be familiar with the Policy and associated procedures. Directors and Management are primarily responsible for compliance with our continuous disclosure obligations.

Synlait is committed to ensuring the integrity and timeliness of its financial reporting, and to providing information to shareholders in a timely manner. The Audit and Risk Committee oversee this process. Following review and approval by the Audit and Risk Committee, the complete set of financial statements and related audit report is submitted to the full Board for final approval. Management makes detailed representations to the Board to assist them in their consideration of the draft financial statements.

Synlait’s full and half year financial statements are prepared in accordance with relevant financial standards. Recent full and half year financial statements and investor presentations are available on the Investor Centre page of this website.

Synlait publishes an annual Integrated Climate Report outlining its sustainability performance, greenhouse gas (GHG) inventory, and disclosure aligned with the Aotearoa New Zealand Climate Standards issued by the New Zealand External Reporting Board (XRB).

The standards require entities to report annually on governance arrangements, risk management, strategies, metrics and targets for mitigating and adapting to climate change impacts.

Synlait will update these disclosures for FY25, including refreshed scenario analysis, qualitative risk and opportunity assessments in addition to including quantitative risk and opportunity information for the first time.

In line with the extended adoption provision granted by the Financial Markets Authority (FMA) Synlait will not be releasing its climate related disclosure (CRD) as part of our Annual Report in FY25.

The Integrated Climate Report will be available online in the Investor Centre section of this website by 30 November 2025. Previous reports are also available in the same section.

Synlait’s risk management framework is aligned to ISO31000:2018 guidelines and is applied across all sites and operations. Synlait operates under a Board approved Risk Management Policy, with supporting procedures and tools to achieve a consistent approach.

At Synlait, risk is everyone’s responsibility. This principle is supported by an integration of proactive risk management processes within key business functions and activities, and reactive incident management processes where remedial actions are based on root cause analysis and robust improvement processes.

The Audit and Risk Committee (a subcommittee of the Board) review and approve Synlait’s risk management framework and key control framework. The Committee is responsible for monitoring Synlait’s risk management profile, and the effectiveness of key risk control activities.

Annually as part of Strategy development Synlait’s Board and Executive consider the risks that may have a direct impact strategy, emerging risks and interconnectivity of risks. Through these strategic risk workshops Synlait’s strategic risks and appetite settings for each risk are agreed.

Strategic risks are assigned an executive owner responsible for ensuring mitigation strategies are in place and robust maintaining risks at an acceptable level.

Governance is provided through monthly individual ELT reviews on the progress of risk mitigation action plans, monthly ELT collective reporting and deep dive sessions on risk mitigation strategies, quarterly Audit and Risk Committee reporting and annual Board refresh where major changes and emerging risks are discussed.

The following Synlait strategic risks and appetite statements were approved by the Board on 30 July 2024:

Empowering Synlait Safe mindsets

Synlait is now in its third year of delivering a transformational shift in Health, Safety & Wellbeing (HSW) through our Synlait Safe programme. This programme is designed to embed safer, healthier work practices and elevate performance standards across the organisation, ensuring every team member can Work Safe | Home Safely.

Strategic programme delivery

This year, we transitioned our cognitive behavioural safety programme in-house, strengthening internal capability and fostering deeper cultural ownership. Central to this was the launch of Synlait Safe Mindsets, a refreshed employee engagement initiative designed to challenge entrenched beliefs around safety and wellbeing, while better equipping our people with tools for conscious decision-making.

The programme introduces employees to Synlait’s nine Critical Risks and empowers our people to identify and manage these risks proactively. Leaders also receive additional training in core competencies that underpin a mature safety culture, including role modelling, performance accountability, and effective communication.

Critical Risk management

Over the past two years, Synlait has embedded its Critical Risk Management Framework identifying nine Critical Risks and implementing Safety Control Essentials for each. These Safety Control Essentials are supported by:

• Operational Critical Risk Control Assessments
• Scheduled Deep Dive Analyses
• Governance Reporting Structures

We are now shifting focus from control enforcement procedures to real-time activities and practices to drive safer outcomes. This includes integrating risk insights into our Integrated Work Systems (IWS) and engaging leaders in field-based critical control verifications.

Wellbeing strategy and psychosocial risk management

As part of our broader sustainability and risk management programme, Synlait is developing a comprehensive wellbeing strategy, underpinned by a newly developed Wellbeing Framework. The framework is designed to strengthen mental wellbeing and psychological safety, recognising psychosocial risk as a key component of workplace health.

The strategy aligns with our commitment to create a safe, inclusive, and resilient work environment where every individual feels supported, valued, and empowered to thrive. It complements our Synlait Safe programme by addressing the human factors that influence safety, performance, and engagement. This forms a critical pillar of our long-term sustainability goals.

Engagement, culture and recognition

While our Total Recordable Injury Frequency Rate (TRIFR) for FY25 was 13.5 (FY24: 14.6), we have seen a positive cultural shift with increased event reporting and improved risk perception, which indicates a growing openness and learning.

To further embed this, Synlait has:

• Reset its Governance structure, introducing HSW leadership KPIs into goal setting.
• Initiated Phase Two of governance reform, reviewing HSW committee structures to enhance collaboration, escalation, and assurance across all levels.
• Strengthened its Speak Up Culture, encouraging active participation in risk management.

The Milk Token Recognition Programme, originally launched under Synlait Safe, has expanded to include Quality, Sustainability, and the Synlait Spirit values. Employees nominate peers demonstrating exemplary behaviours, with recipients receiving certificates and tokens that contribute to quarterly charitable donations. The programme culminates in monthly Cream of the Crop awards.

Assurance and verification

Synlait’s assurance framework is maturing, with the following key metrics and activities – 2023-YTD 2025:

• Reset of HSW Governance and operational engagement and Participation
• 910 employees (83%) completed Synlait Safe Mindset Module 1; 861 completed the full course.
• 910 Critical Risk Control Checks have been conducted across all nine risks essential criteria.
• Eight Deep Dive Action Reports completed year to date, with findings informing ongoing assurance and governance.
• ACC Claims and Injury Management Review
• Review and refresh of metrics and reporting
• Scoping of HSW Assurance and Verification Programme

These measures provide Directors and Officers with confidence in our systems, while ensuring our people are protected and empowered.

Contact information is on the contacts page of this website. We aim to respond to all enquiries in a timely manner. Shareholders can elect to receive Synlait communications either electronically or via mail. Our share registry, Computershare, manages this process.

Our Constitution, the Companies Act 1993 and the NZX Listing Rules afford shareholders the right to vote on certain matters affecting Synlait. Our shareholders can vote at any meeting of shareholders in person or by using a proxy or representative. On a show of hands, each shareholder attending in person, by proxy or by their representatives has one vote. If a poll is taken, each shareholder attending in person, by proxy or by their representative has one vote per fully paid up share they hold. Postal votes are not permitted unless the Board notifies shareholders otherwise.

In September 2024, Synlait announced and completed a recapitalisation, which included aggregate new equity of $217.8 million, with its two largest shareholders. The recapitalisation required a Special Shareholders’ Meeting which was held on Wednesday 18 September 2024. Shareholders approved by way of ordinary resolutions the issuance of approximately $217.8 million of new equity capital by way of:

• A $185 million issue of shares to Bright Dairy Holding Limited (Bright Dairy) at an issue price of $0.60 (a 100% premium to the closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed share price prior to announcement of the settlement with The a2 Milk Company and its support of Synlait’s equity raise, and a 40% premium to the issue price of $0.43 for the a2MC placement)), which increased its shareholding in Synlait from 39.01% to 65.25% (Bright Dairy placement); and
• A $32.8 million issue of shares to The a2 Milk Company (a2MC) at an issue price of $0.43 (a 43% premium to the closing price of Synlait’s shares on the NZX Main Board on 15 August 2024 (which was the last undisturbed share price prior to announcement of the settlement with a2MC and its support of Synlait’s equity raise), which resulted in its holding of 19.83% being retained (a2MC placement). The settlement with a2MC and a2 Infant Nutrition Limited announced on 16 August 2024 was conditional on a number of matters including the Bright Dairy placement and a2MC placement and accordingly has been included in the resolution to approve the a2MC placement.

The shares were issued to Bright Dairy and The a2 Milk Company on Tuesday 1 October 2024.

The placement of shares to Bright Dairy triggered a change of control event in relation to the SML010 bonds. Following the change of control event, holders of the SML010 bonds had a 10-working day period to elect to have their bonds redeemed. Following the elections, holders holding approximately $169 million of the $180 million bonds elected to have their bonds redeemed early on Wednesday 13 November 2024. The remainder of the bonds matured on Tuesday 17 December 2024.

Governance Arrangements

During the reporting period, Synlait continued to rely on waivers previously granted by NZX Regulation Limited (“NZ RegCo”) (and its predecessor) from certain NZX Listing Rules. These waivers permitted Synlait’s Constitution and Board composition to reflect non-standard governance arrangements, including:

• The right for Bright Dairy Holding Limited (“Bright Dairy”) to appoint four directors to the Board (even when holding less than 50% of shares),
• Exemptions from director rotation and removal requirements for Bright Dairy appointees,
• The requirement for three Independent Directors (rather than two under the NZX Listing Rules),
• Provisions regarding alternates and the appointment/voting rights of the Managing Director or Board Appointed Director,
• Other related governance matters as previously disclosed in prior annual reports and offer documents.

These governance waivers were subject to conditions, including Bright Dairy maintaining a shareholding between 39.119% and 50% (inclusive), and Synlait maintaining a Non-Standard (NS) designation to notify the market of its unique governance arrangements.

The governance waivers were relied upon until 1 October 2024, when Synlait completed a significant equity capital raise and refinancing, resulting in Bright Dairy increasing its shareholding above 50%. At that point, the special governance arrangements and associated waivers ceased to apply, and the relevant provisions in Synlait’s Constitution were deleted or became redundant in accordance with their terms.

Following this change:

• Synlait’s governance arrangements reverted to compliance with the Companies Act 1993 and the NZX Listing Rules,
• All special constitutional rights for Bright Dairy ceased to apply,
• The Non-Standard (NS) designation, which had been a condition of the governance waiver, was removed by NZ RegCo effective 23 December 2024.

Major transactions

On 29 May 2024, Synlait was granted a waiver by NZ RegCo from NZX Listing Rule 5.1.1(b), to the extent required to allow Synlait to enter into certain “Relevant Contracts” during a period of 12 months from the date of the waiver and perform the Relevant Contracts without needing to obtain shareholder approval (“Major Transaction Waiver”). This waiver was relied upon throughout most of the financial year ended 31 July 2025 and expired on 29 May 2025. A new waiver on analogous terms was subsequently issued on 29 July 2025, permitting Synlait to continue entering into and performing Relevant Contracts without shareholder approval for a further 12-month period. NZ RegCo noted that the 2025 Waiver covers routine renewals or rollovers of key Relevant Contracts previously entered under the 2024 Waiver.

A condition of each Major Transaction Waiver is that the waiver, its conditions, and implications are disclosed in Synlait’s annual report for the relevant financial year, including this report for the year ended 31 July 2025. NZ RegCo published the Non Interested Directors’ certificate to market alongside publication of the waiver decision.

The Major Transaction Waivers provide relief from NZX Listing Rule 5.1.1(b) as set out below (with the conditions):

Waiver from Rule 5.1.1(b): To the extent required to allow Synlait to enter into Relevant Contracts during a period of 12 months from the date of the waiver and perform the Relevant Contracts without needing to obtain shareholder approval by ordinary resolution.

Conditions: The Major Transaction Waivers are subject to the following conditions:

• Synlait’s Non-Interested Directors certify to NZX that the granting of the waiver is in the best interest of each of (i) Synlait, and (ii) Synlait’s shareholders as a whole;
• Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts will (i) not significantly change the nature of Synlait’s business, and (ii) be in the ordinary course of Synlait’s business;
• Synlait’s Non-Interested Directors certify to NZX that the Relevant Contracts are in the best interest of each of (i) Synlait, and (ii) Synlait’s shareholders as a whole;
• Synlait’s Non-Interested Directors include in the certificate a summary of the core grounds for the certifications given under each limb of the three conditions described above;
• Synlait’s Non-Interested Directors certify to NZX that entry into and performance of one or more Relevant Contracts is not, and will not be, a major transaction requiring shareholder approval of Synlait’s shareholders for the purposes of the Companies Act 1993; and
• the waiver and its conditions and implications are disclosed in Synlait’s annual report for the financial year ending 31 July 2025.

Implications: The Major Transaction Waivers note that the policy behind NZX Listing Rule 5.1.1(b) is to regulate those transactions which have a value that represents a majority of the equity that investors hold in the issuer and, as a result, are deemed to be so significant to the issuer, and therefore so likely to impact shareholders’ interests, that shareholders should have an opportunity to consider the transaction and exercise their right to vote before the transaction can take effect. The waivers were sought because the application of NZX Listing Rule 5.1.1(b) in respect of entry into and performance of the Relevant Contracts would otherwise impose an unreasonable and disproportionate restriction on Synlait’s ability to enter into long-term and multi-year arrangements that are part of its primary business undertakings. The Major Transaction Waivers allow Synlait to enter into Relevant Contracts without the need for shareholder approval, meaning a shareholder meeting will not need to be called and shareholders will not have the opportunity to vote on whether Relevant Contracts are entered into by Synlait. Relevant Contracts are contracts entered into and performed by Synlait or any of its subsidiaries as part of its primary business undertakings (ordinary course) and which are principally:

• for the purchase and payment for dairy products or non-dairy nutritional products;
• for the purchase and payment for products, raw materials or services involved in the manufacture and sale of dairy products and non-dairy nutritional products; or
• with a customer for the supply by a Synlait group member of dairy products or non-dairy nutritional products derived from, or manufactured using, dairy products or non-dairy nutritional products or raw materials supplied to a Synlait group member,

to the extent that such Relevant Contract:

• is entered into in the 12-month period after the date of the waiver;
• has a Gross Value of more than 50% of Synlait’s Average Market Capitalisation;
• and is a transaction or series of related transactions falling within, or in connection with, the transactions described above.

Synlait’s Non Interested Directors have certified to NZX that:

• the granting of the waiver is in the best interest of each of Synlait and Synlait’s shareholders as a whole;
• the Relevant Contracts will not significantly change the nature of Synlait’s business and will be in the ordinary course of Synlait’s business;
• the Relevant Contracts are in the best interest of each of Synlait and Synlait’s shareholders as a whole; and
• the entry into and performance of one or more Relevant Contracts is not, and will not be, a major transaction requiring shareholder approval of Synlait’s shareholders for the purposes of the Companies Act 1993. Outside the scope of the waiver, NZX Listing Rule 5.1.1 continues to apply, and the Companies Act 1993 major transaction protections remain unchanged.

A copy of these waivers, and other waivers Synlait has obtained, or relied on can be found in the Investor Centre on Synlait’s website. They are also available at nzx.com and asx.com.au under the ticker codes “SML” and “SM1”, respectively.

2024

Our 2024 Annual Meeting was held on Wednesday 4 December 2024 in Canterbury. It was a hybrid Annual Meeting with shareholder participation (voting and questions) in person or online.

The Notice of Meeting was released on 5 November 2024. A recording of the Annual Meeting is available here.

In addition to the above, Synlait Milk Limited convened a Special Shareholders’ Meeting on 18 September 2024, where shareholders approved the issuance of approximately NZ$217.8 million of new equity capital via placements to Bright Dairy and The a2 Milk Company.

The Notice of Meeting was released on 20 August 2024.

2025

Our 2025 Annual Meeting will be held on Friday 21 November 2025 at Te Pae, Christchurch Convention Centre, 188 Oxford Terrace Christchurch at 1.00pm.

The Notice of Meeting was released on Monday 29 September 2025.

The Annual Meeting will once again be in a hybrid format to allow shareholders the opportunity to participate in person or online.

A recording of the meeting will be made available afterwards on the Investor Centre.