Ann: MEETING: ATM: Notice of Annual Meeting

• Release Date: 30/09/14 08:30
• Summary: MEETING: ATM: Notice of Annual Meeting
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					ATM
30/09/2014 08:30
MEETING

REL: 0830 HRS The a2 Milk Company Limited

MEETING: ATM: Notice of Annual Meeting

THE a2 MILK COMPANY LIMITED

PO Box 109349
Auckland 1149
New Zealand

NOTICE OF ANNUAL MEETING

NOTICE is hereby given that the Annual Meeting of shareholders of The a2 Milk
Company Limited (the "Company") for the year ended 30 June 2014 will be held
at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland
Street, Auckland on Tuesday, 18 November 2014, commencing at 2pm.

Once inside the Lumley Centre, you will be directed by a sign to Level 28
where another sign will direct you to the Papatuanuku and Tangaroa Rooms,
where the meeting is taking place.

To view the latest financial statements for the year ended 30 June 2014,
please visit http://thea2milkcompany.com and select the 2014 Annual Report
within the results section of the website.

The Explanatory Notes, which accompany this Notice of Meeting, set out the
details of the resolutions which will be put before shareholders.

BUSINESS

The business of the meeting is comprised of ordinary business, being:

1. Financial Statements and Reports

To receive and consider the Company's financial statements for the year ended
30 June 2014, together with the directors' and Auditors' reports.

2. Considering the Re-appointment of Auditors (Resolution 1)

To consider and, if thought fit, to pass the following resolution as an
ordinary resolution of the Company:

"That Ernst & Young be re-appointed as Auditors of the Company and that the
directors of the Company be authorised to fix the Auditors' remuneration for
the ensuing year."

3. Re-election of Director - Melvyn Miles (Resolution 2)

To consider and, if thought fit, to pass the following resolution as an
ordinary resolution of the Company:

"That Melvyn Miles, who will retire at the close of the meeting in accordance
with NZX Main Board Listing Rule 3.3.11, be re-elected as a director of the
Company."

4. Election of Director - David Hearn (Resolution 3)

To consider and, if thought fit, to pass the following resolution as an
ordinary resolution of the Company:

"That David Hearn, who will retire at the close of the meeting in accordance
with NZX Main Board Listing Rule 3.3.6, be elected as a director of the
Company."

5. General Business.

To consider any other matters which may properly be brought before the
meeting.

PROXIES

A shareholder entitled to attend and vote may appoint a proxy to attend and
vote on that shareholder's behalf.  The proxy need not be a shareholder of
the Company.

To appoint a proxy a shareholder should complete and sign the proxy form
enclosed with this notice and return it to the office of the Company's Share
Registrar, Link Market Services Limited, Level 7, Zurich House, 21 Queen
Street, PO Box 91976, Auckland, by no later than 2pm on Sunday, 16 November
2014.

The Chairman of the meeting may be appointed as a proxy and intends to vote
any undirected/discretionary proxy in favour of each resolution.

CORPORATE REPRESENTATIVES

A corporation which is a shareholder may appoint a representative to attend
the meeting on its behalf in the same manner as it could appoint a proxy.

POSTAL VOTING

A shareholder is entitled to exercise his/her vote at the meeting by casting
a postal vote. A postal voting form is incorporated in the proxy form.

To cast a postal vote a shareholder should complete and sign the postal
voting form enclosed with this notice of meeting and return it to the office
of the Company's Share Registrar, Link Market Services Limited, Level 7,
Zurich House, 21 Queen Street, PO Box 91976, Auckland, by no later than 2pm
on Sunday, 16 November 2014.

ONLINE VOTING

Shareholders may elect to lodge their proxy appointment or postal vote
online. You will need to go to the website of our share registrar, Link
Market Services:
https://investorcentre.linkmarketservices.co.nz/voting/ATM
You will be required to enter your CSN/Holder number and FIN and follow the
instructions from there.

REQUISITE MAJORITIES

The resolutions are ordinary resolutions requiring the approval of a simple
majority of the votes of those shareholders entitled to vote and voting (in
person, by postal vote or by proxy) in order for them to be passed.

By order of the Board.

Mr. Cliff Cook
Chairman
26 September 2014

EXPLANATORY NOTES

Item 3 - Re-Election of Director

In accordance with the Company's constitution and NZX Main Board Listing Rule
3.3.11, at least one third of the directors must retire from office at each
annual meeting of the Company. The directors who are to retire are those who
have been in office longest since they were last elected or re-elected.

Perry Gunner has indicated to the Board that he intends to retire as a
director of the Company with effect from the end of the Annual Meeting, but
will not seek re-election.

Melvyn Miles will also be required to retire but, being eligible to do so in
accordance with the Company's constitution and NZX Main Board Listing Rule
3.3.11, he offers himself for re-election.

Melvyn Miles

Mr Miles was appointed as a Director of the Company in July 2010.

Mr Miles has extensive FMCG experience throughout Australasia, North America
and the UK over a period of 26 years.  He previously held the positions of
Vice President of Carlton & United Breweries and Foster's Group, Director of
Carlton & United Breweries and its subsidiaries and Chairman of South Pacific
Distilleries, Fiji. Mr Miles is a current Director of Freedom Foods Group
Limited and Brewtique Pty Limited.

The Board has determined that Mr Miles would not qualify as an independent
director of the Company.  Mr Miles is a Director and Shareholder of Freedom
Foods Group Limited (which is a substantial security holder of the Company).

Item 4 - Election of Director

David Hearn was appointed as a director of the Company under clause 17.3(a)
of the Company's constitution, with effect from 5 February 2014.

Mr Hearn will retire from office at the Annual Meeting, and he offers himself
for election as required by NZX Main Board Listing Rule 3.3.6.

David Hearn

Mr Hearn has over 25 years of experience in senior management roles within
the FMCG sector in Europe, Australasia and the United States.  This included:

-Substantial experience across Europe running multiple businesses for
Nabisco, Pepsico, and United Biscuits including Chief Executive of Smiths and
Walkers chips in the UK, President of Pepsico's food businesses in Europe and
subsequently all of United Biscuits' businesses in Europe, Asia and
Australia.
-CEO of Goodman Fielder (1995-2002), where he led a major reconfiguration of
the overall business creating a focussed branded Australasian food group
including disposal of unprofitable commodity businesses and the acquisition
of complementary local branded businesses.
-Group COO and subsequently CEO of Cordiant PLC, a large media services group
including Bates Advertising based in New York.

The Board has determined that Mr Hearn would qualify as an independent
director of the Company and recommends that shareholders vote in favour of
his election.
End CA:00255830 For:ATM    Type:MEETING    Time:2014-09-30 08:30:05