Corporate Governance

Synlait’s Board (as at 31 July 2026) is currently made up of six 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 during the year to 31 July 2026 was as follows*:

*Attendance is shown only for meetings held during the period in which the director was a member of the Board or relevant committee.

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.

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.

The Nominations Sub-Committee is part of the People, Environment and Governance Committee, and is stood up as required to assist with the selection of Board candidates and the nomination and appointment process.

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.

Two of our six 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 two 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 FY26. The prior year’s comparison is in brackets.

Synlait’s FY26 Director and Officer composition is set out in the table below as at 31 July 2026. The prior year’s comparison as at 31 July 2025 is in brackets. (Note: Leon Fung has been included in the numbers for both Board and Officer because, as at 31 July 2026 he was an Executive Director and Acting Chief Executive Officer)

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 Climate Report outlining its sustainability performance, greenhouse gas (GHG) inventory, and climate-related disclosures. As Synlait is no longer a climate reporting entity under the Aotearoa New Zealand Climate Standards (NZ CS 1, NZ CS 2, and NZ CS 3), the report voluntarily aligns with selected requirements considered most relevant and valuable to stakeholders, rather than fully conforming to all disclosure requirements. The report is expected to be published in early 2027 and will be available in the Investor Centre section of this website. 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 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 on 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 refreshed by the ELT on 15 December 2025.

Synlait’s approach to health, safety and wellbeing governance is focused on protecting our people, strengthening operational resilience and giving the Board and ELT clear assurance that our most significant risks are understood and effectively managed.

During FY2026, we reset the foundations of our Health, Safety and Wellbeing programme through a clear three-year strategy and delivery plan. This work strengthened governance, clarified priorities and moved our focus to ensuring critical controls are present, effective and working in practice.

Strengthening critical risk management and building emergency management resilience

We have progressed the design of a Critical Risk Assurance and Verification Framework to provide a more consistent line of sight from frontline activity through to governance oversight. The framework is intended to clarify control ownership, establish verification schedules and support regular review of control effectiveness across Synlait’s critical risks.  Targeted reviews of ammonia and chlorine risk management were an important part of this work. These reviews examined the end-to-end systems supporting safe operation, including risk ownership, engineering and operational controls, maintenance, monitoring, competency, emergency arrangements and assurance. The findings have informed improvement programmes.

We also completed an end-to-end review of emergency management across Synlait. The review considered prevention, preparedness, response and recovery, including governance, site arrangements, roles and responsibilities, capability, equipment and communications. This has given Synlait a clearer view of current capability and the improvements needed to build a more integrated and resilient response. The resulting programme places emphasis on clear accountability, fit-for-purpose plans and resources, capable response teams, and regular exercises that test arrangements and convert learning into sustained improvement.

These projects build on the objectives of our previous plan: resetting HSW governance, strengthening worker engagement and participation, improving critical risk management, and creating clearer accountability for learning and performance. Leadership HSW measures, shared incident learning and refreshed reporting are helping the Board and Executive Leadership Team focus on the quality of risk management, the effectiveness of critical controls and the timely closure of improvement actions.

From launch to self-sustaining behaviour

Our next phase is focused on embedding the improvements already established. Synlait Safe Mindsets will provide the behavioural thread across the programme: Stop and Think, Speak Up, Follow the Controls, Look Out for Each Other, and Learn and Improve.

The Personal Big 5 concept makes this commitment meaningful by connecting safe work with the people, things, experiences and plans that matter most to each person. Together, Safe Mindsets and Personal Big 5 reinforce that safety is not simply a system or compliance requirement – it protects what our people come to work for.

We will move deliberately from launch and embed, to behaviours that are built into leader routines, and ultimately to self-sustaining ways of working. Leaders will make critical risks visible in everyday conversations, verify controls where work happens, listen and respond when people speak up, and use learning to improve systems. This is how Synlait will continue to become safer, healthier and more resilient.

Measuring progress

We track a focused set of measures to provide governance assurance that critical risks are being effectively managed and improvement activity is delivering results:

• TRIFR — 14.4, up from 13.5 in FY25
• Engagement and Active Participation – Reset of 7 HSW Operational Committees, nomination of 57 HSW Representatives.
• Critical risk assurance — 512 control checks completed across nine critical risks.
• Continuous learning – 1439 critical risk operational trainings were completed

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.

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, until 29 July 2026. 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. NZ RegCo published the Non Interested Directors’ certificate to market alongside publication of the waiver decision.

The Major Transaction Waivers have provided 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.
• Synlait relied on the Major Transaction Waiver granted on 29 May 2025 during the financial year ending 31 July 2026, through to its expiry on 29 July 2026.

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.

Related Party Transaction – Replacement Bright Loan

On 29 June 2026, Synlait was granted a waiver by NZ RegCo from NZX Listing Rule 5.2.1, to the extent required to allow Synlait to enter into a replacement shareholder loan facility with Bright Dairy International Investment Limited (“Replacement Bright Loan”) without obtaining shareholder approval by ordinary resolution (“Related Party Transaction Waiver”). The waiver was granted in connection with the refinancing of Synlait’s existing syndicated banking facilities and the replacement of the existing Bright shareholder loan.

A condition of the Related Party Transaction Waiver is that the waiver, its conditions and implications are disclosed in Synlait’s annual report for the year ended 31 July 2026. NZ RegCo published the Non-Interested Directors’ certificate to market alongside publication of the waiver decision.

The Related Party Transaction Waiver provided relief from NZX Listing Rule 5.2.1 as set out below (with the conditions):

Waiver from Rule 5.2.1: To the extent required to allow Synlait to enter into the Replacement Bright Loan without obtaining shareholder approval by ordinary resolution.

Conditions: The Related Party Transaction Waiver was granted subject to the following conditions:

• the non-interested Directors certify that the terms of the Replacement Bright Loan have been entered into, and have been negotiated, on an arm’s length commercial basis;
• the non-interested Directors certify that Synlait was not influenced to enter into the Replacement Bright Loan by Bright Dairy Holding Limited or Bright Dairy International Investment Limited;
• the non-interested Directors certify that the granting of the waiver in respect of the Replacement Bright Loan is in the best interests of Synlait and all of Synlait’s shareholders;
• the non-interested Directors of Synlait certify that the Replacement Bright Loan is in the best interests of Synlait, all of Synlait’s shareholders, and all of Synlait’s shareholders who are not precluded from voting under Rule 6.3;
• the non-interested Directors include in the certificate a summary of the core grounds for the certification given under each limb of conditions listed above; and
• the waiver, its conditions and implications being disclosed in Synlait’s next annual report.

Implications: NZX Listing Rule 5.2.1 ordinarily requires shareholder approval before an issuer enters into a material transaction with a related party. The purpose of the rule is to ensure shareholders have an opportunity to consider and vote on transactions where there may be actual or perceived influence by a related party.

NZ RegCo granted the waiver after being satisfied that the Replacement Bright Loan had been negotiated on an arm’s length basis by an Independent Directors’ Committee, that Bright Dairy’s involvement had not influenced Synlait’s decision to enter into the transaction, and that the transaction and waiver were in the best interests of Synlait and its shareholders.

NZ RegCo noted that the Replacement Bright Loan is on substantially the same terms as the existing Bright shareholder loan approved by shareholders in July 2024, and that entry into the Replacement Bright Loan was required to facilitate the refinancing of Synlait’s syndicated banking facilities. NZ RegCo also noted that, without the waiver, Synlait could not be certain of completing the refinancing within the required timeframe.

2025 Annual Meeting

Our 2025 Annual Meeting was held on Friday 21 November 2025 at Te Pae, Christchurch Convention Centre, 188 Oxford Terrace Christchurch at 1.00pm. The meeting was in a hybrid format to allow shareholders to participate in person and online, and shareholders voted on the resolution to approve the sale of Synlait’s North Island assets.

The Notice of Meeting was released on Monday 29 September 2025, and a recording of the Annual Meeting is available here.

2026 Annual Meeting

The Annual Meeting for 2026 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.