SPH Notice – Mitsui & Co., Ltd (Mitsui Co)

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both Sections 277 and 278, Financial Markets Conduct Act 2013 To NZX Limited and To Synlait Milk Limited (SML) Relevant event being disclosed: Change in the nature of relevant interest Date of relevant event: 3 August 2018 Date this disclosure made: 3 August 2018 Date last disclosure made: 23 July 2013 Substantial product holder(s) giving disclosure Full name(s): Mitsui & Co., Ltd (Mitsui Co) Summary of substantial holding Class of quoted voting Products: Ordinary Shares Summary for Mitsui Co For this disclosure,-- (a) total number held in class: 15,019,750 (b) total in class: 179,223,028 (c) total percentage held in class: 8.380% For last disclosure,-- (a) total number held in class: 12,288,887 (b) total in class: 146,341,197 (c) total percentage held in class: 8.397% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 3 August 2018, Mitsui Co. and Mitsui & Co. (Australia) Limited (Mitsui Australia) entered into a Sale and Purchase Agreement with a2 Milk Company (a2MC) (the Agreement). Under the Agreement, Mitsui Co has unconditionally agreed to sell 8,832,626 SML shares (Mitsui Co Sale Shares) and Mitsui Australia has agreed to sell 6,007,901 SML shares (Mitsui Australia Sale Shares). A copy of the Agreement is attached as a "relevant agreement document" for the purposes of regulation 139 of the Financial Markets Conduct Regulations 2014. The Mitsui Co Sale Shares and the Mitsui Australia Sale Shares are subject to an obligation to transfer to a2 Milk Company (New Zealand) Limited (a2MC NZ) under the Agreement. Accordingly Mitsui Co's relevant interest in the Mitsui Co Sale Shares and the Mitsui Australia Sale Shares is qualified by the unconditional Agreement. Details after relevant event Details for Mitsui Co in respect of its shareholding, and in respect of its relevant interest in Mitsui Australia's shareholding. 1. Nature of relevant interest(s): Registered holder and beneficial owner, qualified by the terms of the Agreement in respect of the Mitsui Co Sale Shares For that relevant interest,-- (a) number held in class: 9,011,849 (b) percentage held in class: 5.028% (c) current registered holder(s): Mitsui Co (d) registered holder(s) once transfers registered: a2MC NZ. 2. Nature of relevant interest(s): Mitsui Co is the parent company of Mitsui Australia. Mitsui Australia is a shareholder in SML. For that relevant interest,-- (a) number held in class: 6,007,901 (b) percentage held in class: 3.352% (c) current registered holder(s): Mitsui Australia (d) registered holder(s) once transfers registered: a2MC NZ. Additional information Address(es) of substantial product holder(s): Mitsui & Co., Ltd, 1 Chome-1-3 Marunouchi, Chiyoda, Tokyo 100-0005, Japan +81-3-3285-5903. Contact details: Kazunari Irisawa, +81-3-3285-5939, K.Irisawa@mitsui.com Nature of connection between substantial product holders: Not applicable. Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the product to which this disclosure relates: The a2 Milk Company Limited. Certification I, Kenichi Yoda, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00321694 For:SML Type:SHINTR Time:2018-08-03 13:09:02