Change of Director’s Interest Notice – David Hearn

Attached are the NZX Ongoing Disclosure Notice and equivalent ASX Appendix 3Y relating to changes in the relevant interests in the Company's securities held by the Chair of The a2 Milk Company, Mr David Hearn. Both of these disclosures relate to: o the exercise of all of Mr Hearn's remaining 3,100,000 unlisted options to subscribe for Ordinary Shares in the Company granted to Mr Hearn on 30 March 2015 (Options); and o the subsequent on market sale of a proportion of the Ordinary Shares received on exercise of those Options. The terms of the Options are such that in order to avoid them lapsing, all of the Options needed to be exercised before 30 June 2020. The board was not able to exercise discretion to extend the expiry date beyond that date. As Mr Hearn is a UK tax resident, significant tax liabilities arise on the exercise of Options (rather than on vesting of the Options or sale of the Ordinary Shares). Under the terms of the Options Mr Hearn is liable not only for his personal tax charges but also for the associated tax liabilities that arise for the company. As a result, Mr Hearn's total tax liability is well in excess of 50%. Those tax liabilities are required to be remitted to HM Revenue & Customs within a short period of time following the exercise of the Options. The on-market sale of shares detailed in the attached disclosure notices was necessary for Mr Hearn to be able to meet those tax liabilities together with the associated transaction costs. Mr Hearn continues to hold 1,305,000 ordinary shares in the Company. Mr Hearn has indicated to the Company that were it not for the specific terms of the Options and the UK tax compliance issues, he would not have exercised these Options nor sold any shares at this time. By order of the Board of Directors Jaron McVicar General Counsel and Company Secretary The a2 Milk Company Limited End CA:00352264 For:ATM Type:SHINTR Time:2020-04-29 08:30:30