Ann: MEETING: SML: Notice of Annual Meeting of Sh

• Release Date: 15/11/13 10:30
• Summary: MEETING: SML: Notice of Annual Meeting of Shareholders
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					SML
15/11/2013 08:30
MEETING

REL: 0830 HRS Synlait Milk Limited (NS)

MEETING: SML: Notice of Annual Meeting of Shareholders

SYNLAIT MILK LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that our Inaugural Annual Meeting of Shareholders of Synlait
Milk Limited will be held at Peppers Clearwater Resort, Clearwater Avenue,
Northwood, Christchurch, 8051, South Island, New Zealand, on Tuesday 3
December 2013, commencing at 1pm.

Please note this is a change of venue from the previously advised location.

We look forward to seeing you there if you can make it.

AGENDA
Our Annual Meeting agenda is as follows:
1. Welcome
2. Chairman's Address
3. Managing Director's Address
4. Formal Resolutions:

(i) 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 2014 financial year."

(ii) Re-election of Directors
Resolution 2:  To consider and, if thought fit, pass the following as an
ordinary resolution:
"That Graeme Milne be re-elected as a Director."

Resolution 3:  To consider and, if thought fit, pass the following as an
ordinary resolution:
"That John Penno be re-elected as a Director."

Resolution 4:  To consider and, if thought fit, pass the following as an
ordinary resolution:
"That Sam Knowles be re-elected as a Director."

5. Any other business

To consider any other business that may be properly brought before the
meeting.
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 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 the address). You can also
appoint your proxy online at www.investorvote.co.nz (note you will need your
CSN/Shareholder Number and Postcode).

In all cases your completed Proxy Form must be received no later than 1pm on
Sunday
1 December 2013.

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.

Any detailed questions for the Directors?
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
[email protected] no later than 4pm on Thursday 28 November 2013.

Directors will then ensure that any questions or comments submitted will be
addressed in the course of the Annual Meeting.

Presentation materials
If you are not able to make it to the Annual Meeting, copies of any materials
presented at the meeting by the Chairman and the Managing Director will be
available on our website (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

Explanatory notes
Explanatory Note 1 (Auditor's Remuneration - Resolution 1)
Deloitte is our existing auditor and is automatically reappointed at the
Annual Meeting under section 200 of the Companies Act 1993.  The proposed
resolution is to authorise the Board to fix the fees and expenses of the
auditors for the coming financial year for the purposes of section 197 of the
Companies Act 1993.
Explanatory Note 2 (Re-election of Directors - Resolutions 2-4)
Graeme Milne

Under clause 5 of Schedule 1 to our Constitution, one-third of the
Independent Directors (being those who have been longest in office) must
retire from office at the Annual Meeting each year, but are able to be
re-elected.  Accordingly, Graeme Milne retires from office, and, being
eligible, offers himself for re-election.

Graeme Milne
Chairman (Independent)

Graeme joined the Synlait Group as a director in 2006. Graeme brings
extensive international dairy industry experience to the Board. He has spent
most of his career in the dairy industry working in New Zealand, Australia
and Europe. Graeme's first role as a CEO was for Bay Milk Products in 1992.
Later he was CEO of the New Zealand Dairy Group prior to the formation of
Fonterra, and thereafter held various interim roles as CEO of Richmond
Limited and Bonlac Limited in Australia. Graeme is now a farmer and company
director in a range of sectors.

Graeme's other Chairmanships are currently Pacific T and R Limited, Terracare
Fertilisers Limited, New Zealand Pharmaceuticals Limited, Johnes Disease
Research Limited, the Rural Broadband Initiative National Advisory Committee
and Chairman of the Governance Board of Rimanui Farms Limited. Graeme is
also currently a director of SML New Zealand Limited, Synlait Milk Finance
Limited, FMG Insurance Limited (Farmers Mutual Group), Genesis Energy
Limited, The New Zealand Institute for Rare Disease Research Limited, NZP
Holdings Limited and Alliance Group Limited. Graeme is a member of the Massey
University School of Advanced Engineering and Technology Advisory Board.

John Penno and Sam Knowles
Prior to our listing on the New Zealand Stock Exchange, the Board made two
additional Director appointments (being John Penno and Sam Knowles).  In
accordance with clause 22.6 of the Constitution, these Directors retire from
office at the Annual Meeting but are eligible for re-election. Both John and
Sam offer themselves for re-election and their biographies are set out below.

The Board appointed John Penno as Managing Director under clause 24.1 of the
Constitution, and, if Resolution 3 is passed, John will continue as Managing
Director for the balance of his 5 year term (expiring on 21 June 2018).

John Penno
Chief Executive Officer and Managing Director

John co-founded the Synlait Group in 2000 and has been a full-time executive
for the Synlait Group for the last 11 years. With the appointment of Graeme
Milne as an independent chairman of Synlait Limited in 2006, John stood down
from his initial role as executive chair to focus on the Managing Director
role.

After completing an Agricultural Science degree, John commenced his career in
the dairy industry as a consulting officer for the New Zealand Dairy Board
before joining Dexcel as a research scientist where he completed a PhD in
animal science. As a scientist and research program leader he worked to
enable New Zealand dairy farmers to increase productivity and profit. In
2000, John was appointed General Manager of the NZ National Dairy Industry
Extension Program which serviced farm owners, workers and rural
professionals.

John was appointed as Managing Director of Synlait Milk on 21 June 2013. John
is also currently a director of SML New Zealand Limited, Synlait Milk Finance
Limited, Synlait Farms Limited (which is a supplier of raw milk to Synlait
Milk), Synlait Farms Finance Limited, Robindale Dairies Limited, Thorndale
Dairies Limited and Riverlands Four Limited. In the past five years John has
also been a director of Dairy Insight, Axe Brasil Limited, Synlait Limited
and a number of companies associated with the Synlait Group and / or dairy
farms. John was the inaugural Chairman of the Dairying and Environment
Leadership Group.  John is a member of the New Zealand China Council Advisory
Board. In 2009, John received an emerging leaders award from the Sir Peter
Blake Trust and was also awarded the Federated Farmers inaugural agribusiness
person of the year.

Sam Knowles
Director (Independent)

Sam has held senior executive positions in major banks in both Australia and
New Zealand and has extensive experience in strategy, marketing,
organisational capability building, and private and public sector governance
including over 10 years on boards of NZX listed companies.

Sam is perhaps best known for his role in establishing Kiwibank and
subsequently leading the company over 10 years through its transition from
startup to a large successful business.

Since leaving Kiwibank in 2010 Sam has taken governance roles in growth
businesses. His NZX listed companies are Chairman of Xero and a Director of
TrustPower and SLI Systems. Sam's other governance roles include Chairman of
Partners Life, OnBrand Partners and Fingertapps and a Director of Magritek
and Rangatira.
End CA:00243807 For:SML    Type:MEETING    Time:2013-11-15 08:30:04