SYNLAIT MILK LIMITED — Proxy Solicitation & Information Statement 2021

Oct 27, 2021

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LODGE YOUR PROXY

Online: www.investorvote.co.nz

By mail: Computershare Investor Services Limited Private Bag 92119, Auckland 1142, New Zealand (if mailing within New Zealand, use the pre-paid envelope provided. If mailing from outside New Zealand, use the return envelope but add postage).

PROXY/VOTING FORM FOR THE SYNLAIT MILK LIMITED 2021 ANNUAL MEETING

To attend Synlait Milk Limited’s (Synlait) Annual Meeting on Wednesday 1 December 2021 at 1.00pm please go to: meetnow.global/nz

To access the meeting, click ‘Go’ under the Synlait meeting, then click ‘Join Meeting Now’. Select ‘Shareholder’ on the login screen and enter your CSN and New Zealand post code. If you are based outside New Zealand choose your country from the drop-down list. More information can be found in the Virtual Meeting Guide that accompanies this Proxy Form.

APPOINTMENT OF PROXY

OR CORPORATE REPRESENTATIVE

If you do not plan to attend and vote at the Annual Meeting, you may appoint a proxy to attend and vote on your behalf. If you are a corporate shareholder, you may appoint a corporate representative to attend and vote on your behalf. You can appoint anyone to act as your proxy or corporate representative. Your proxy or corporate representative does not have to be another Synlait shareholder. The Chair of the meeting, and the other Synlait Directors, are willing to act as proxy or corporate representative for shareholders.

If you do not name a proxy but otherwise complete the form, or your named proxy does not attend the meeting, then the Chair of the meeting will act as your proxy to cast any express votes indicated in your Proxy Form, subject to certain restrictions explained below.

To appoint a proxy or corporate representative, enter the name of your proxy or corporate representative, or ‘Chair’ in the space allocated in ‘Step 1’ and complete this form. Alternatively, you can appoint a proxy or corporate representative online at: www.investorvote.co.nz

If your proxy is not the Chair of the meeting, or any other Director of the company, and they are attending the meeting online, please ensure that you provide your proxy’s phone and email address when completing the Proxy Form. If this information is not provided, we cannot guarantee admission of your proxy to the online meeting.

VOTING

Direct your proxy or corporate representative how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy or corporate representative may vote as they choose. If you mark more than one box next to an item,

your vote will be invalid. The Chair and the other Directors intend to vote all discretionary proxies in favour of the resolutions to the extent permitted by law, the NZX Listing Rules, ASX Listing Rules and the Company’s Constitution. Clause 10 of Schedule 1 of Synlait’s Constitution prevents the Bright Dairy Holding Limited Appointed Directors and any other associated persons of Bright Dairy Holding Limited from voting on Resolution 2 and 3 (Bright Directors). If you select ‘Proxy Discretion’ for Resolution 2 or Resolution 3 or leave all boxes beside Resolution 2 or Resolution 3 empty and have appointed a Bright Director as your proxy, your vote on Resolution 2 and Resolution 3 will be invalid. Synlait will disregard all votes cast by a Bright Director on Resolution 2 and Resolution 3, unless that vote is cast by that person as a proxy for a person who is entitled to vote, in accordance with an express direction in the Proxy Form.

If you mark more than one box next to an item of business, your vote will be invalid on that item.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual holding

Where your shareholding is in a single name, the shareholder or their attorney[1] must sign this Proxy Form.

Joint holding

Where your shareholding is in more than one name, all the shareholders, or their attorneys[1] , must sign.

Corporate shareholder

This Proxy Form must be signed by a duly authorised officer acting under express or implied authority of the corporate shareholder, or a director jointly with another director where there is more than one director, or the sole director, or an attorney* appointed by the company.

1. If this Proxy Form is signed under a power of attorney, it must be accompanied by:

2. a copy of the Power of Attorney, certified by a Solicitor, Justice of the Peace or Notary Public (unless it has already been noted by Synlait or Computershare Investor Services Limited)

3. • a signed certificate of non-revocation of the power of attorney.

Lodge your proxy online, 24 hours a day, 7 days a week: www.investorvote.co.nz

YOUR SECURE ACCESS INFORMATION Control Number:

CSN/Shareholder Number:

Smartphone? Scan the QR code to vote now.

Please Note: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy or exercise your vote online.

FOR YOUR PROXY TO BE EFFECTIVE, IT MUST BE RECEIVED BY 1:00PM MONDAY 29 NOVEMBER 2021

PROXY/CORPORATE REPRESENTATIVE VOTING FORM

STEP 1: APPOINT A PROXY/CORPORATE REPRESENTATIVE TO VOTE ON YOUR BEHALF

I/We being a shareholder/s of Synlait Milk Limited

hereby appoint

or failing that person

of of

as my/our proxy/corporate representative to act generally at the Annual Meeting of Shareholders of Synlait to be held on Wednesday 1 December 2021 commencing at 1.00pm or, any adjournment thereof, on my/our behalf, and to vote in accordance with the following directions, or if “Proxy Discretion” or no vote is selected, to vote as my/our proxy thinks fit (to the extent permitted by law, Synlait’s constitution and the relevant Listing Rules) on the resolutions listed below, and on any resolution(s) to amend any of the resolution(s), or any resolution(s) so amended, and on any other resolution(s) proposed at the meeting (or any adjournment thereof) so as to give effect to my/our intention as set out below where possible. If your proxy is not the Chair of the meeting or another Director of Synlait Milk Limited, please ensure that you provide their contact details (phone and email address) below. If this information is not provided, your proxy’s admission to the online meeting is not guaranteed.

Proxy contact details

Phone Email

STEP 2: VOTING INSTRUCTIONS

Please note if you mark the ‘Abstain’ box for an item, you are directing your proxy or corporate representative not to vote on your behalf, and your votes will not be counted in calculating the required majority. If you do not mark a box, or mark “Proxy Discretion” your proxy or corporate representative may determine whether and how to vote, except on Resolution 3 (please refer to “Voting” overleaf). If you mark more than one box, your vote on that resolution is invalid. This form is to be used to vote as follows on the following resolutions (add a tick to the box to indicate your vote):

more than one box, your vote on that resolution is invalid.This form is to be used to vote as tick to the box to indicate your vote):	follow	s on the follo	wing resolutions	(add a
			Proxy
Ordinary Resolutions	For Against Discretion			Abstain
Resolution 1:That PricewaterhouseCoopers be appointed as auditor of the Company and
that the Board be authorised to determine the auditors’ fees and expenses for
the 2022 fnancial year.
Resolution 2:That Graeme Milne, ONZM be re-elected as a Director.
Resolution 3:That Dr John Penno be re-elected as a Director.
Special Resolution
Resolution 4:That Synlait Milk Limited’s Constitution be amended, with efect from the close
of the Annual Meeting, as described in the Explanatory Note in the Notice of
Meeting and set out in detail in the marked-up constitution which may be viewed
at: www.synlait.com/investors

The above descriptions of the resolutions to be voted on are summaries only. Please refer to the Notice of Meeting for the full text of the resolutions.

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting will have the opportunity to ask questions. If you cannot attend the Annual Meeting but would like to ask a question you can email it to: investors@synlait.com, or alternatively write it on a separate sheet of paper and return it with this Proxy Form to Computershare Investor Services Limited in the reply-paid envelope provided. Questions need to be submitted by 1.00pm on Monday 29 November 2021. The Board will address and answer questions at the meeting.

SIGN: SIGNATURE AND NAME OF SHAREHOLDER(S) THIS SECTION MUST BE COMPLETED.

**Name **	**Name **		**Name **
Shareholder 1 – Sole Director/Director,	Shareholder 2 – Director, Authorised		Shareholder 3 – Authorised Signatory or
Authorised Signatory/Attorney	Signatory or Attorney (if more than one)		Attorney 3(Please select one)
(Please select one)	(Please select one)
**Name **	**Telephone **	**Date **

Electronic Investor Communications

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