In-principle settlement reached for $62 million
The parties have reached an in-principle agreement to settle the a2 Milk Shareholder Class Action for $62 million (AUD), inclusive of interest and costs. In reaching this settlement, The a2 Milk Company Limited makes no admission of liability.
The parties are continuing to negotiate a deed of settlement, and the settlement is subject to approval of the Supreme Court of Victoria.
Please note that the registration and opt out deadline has now passed.
The Supreme Court of Victoria ordered that group members were required to register by 4:00pm (AEST) on 3 October 2025 to be eligible to receive any compensation from any settlement reached before 2 June 2026.
Group members will be contacted in due course to detail next steps.
Background
Slater and Gordon and Shine Lawyers are working together to conduct a group proceeding (class action) against The a2 Milk Company Limited (a2) on behalf of both lead plaintiffs and all group members.
Slater and Gordon, as instructed by the Thomas lead plaintiff, commenced a group proceeding against a2 on 5 October 2021. Shine Lawyers, as instructed by the Xiao lead plaintiff, commenced a second group proceeding on 23 November 2021 in respect of the same claim period and with substantially similar allegations. On 14 June 2022, the Court joined the two proceedings into a single Consolidated Proceeding.
Group Members
The proceeding is brought on behalf of shareholders who purchased a2 shares between 19 August 2020 and 9 May 2021 (inclusive) (acquisition claimants).
The class action also includes claims, run by Shine Lawyers, on behalf of shareholders who purchased a2 shares before 19 August 2020 and held them until after 28 September 2020 (retention claimants).
Details of the claim
Slater and Gordon has issued a claim against a2 on behalf of persons that acquired a2 securities between 19 August 2020 and 9 May 2021 inclusive (Claim Period).
On 19 August 2020, a2 released to the ASX and NZX a document entitled Results Commentary FY20 in which it stated that:
- overall for FY21, it anticipated continued strong revenue growth supported by its continued investment in marketing and organisational capability; and
- it expected to achieve an FY21 EBITDA margin in the order of 30% to 31%, (together, the FY21 Guidance).
Slater and Gordon considers that eligible group members have claims against a2 in relation to losses incurred following a2’s announcements to the ASX and NZX on:
- 28 September 2020, when a2 announced that it expected FY21 group revenue of $1.80bn to $1.90bn and a group Earning Before Interest Tax Depreciation and Amortisation (EBITDA) margin of 31%;
- 18 December 2020, when a2 announced that it expected FY21 group revenue of $1.40bn to $1.55bn and a group EBITDA margin of 26% to 29%;
- 25 February 2021, when a2 announced that it expected FY21 group revenue in the order of $1.40bn and a group EBITDA margin of 24% to 26% (excluding MVM transaction costs); and
- 10 May 2021, when a2 announced that it expected FY21 group revenue in the order of $1.2bn to $1.25bn and a group EBITDA margin of 11% to 12% (excluding MVM transaction costs).
The plaintiffs allege that by no later than 19 August 2020, a2 was or ought to have been aware that the FY21 Guidance and subsequent representations did not adequately take account of a number of factors which would impact a2’s financial performance, including that:
- a2’s attempts to boost sales by pushing English label infant nutrition stock through the cross-border e-commerce channel with attendant price discounting consequences would necessarily negatively impact its sales in the daigou/reseller channel; and
- a2’s sales through the cross-border e-commerce channel would in turn be impeded by the disruption to the daigou/reseller channel and the loss of associated marketing activity to stimulate consumer demand.
The plaintiffs allege that, during the Claim Period:
- a2 engaged in misleading or deceptive conduct in contravention of section 1041H of the Corporations Act 2001 (Cth), by providing and maintaining the FY21 Guidance and subsequent representations which lacked reasonable grounds; and
- a2 contravened its obligations of continuous disclosure of price sensitive information under the Corporations Act, by failing to withdraw the FY21 Guidance and subsequent representations or to disclose the matters which affected the achievement of that guidance.
Group Costs Order awarded
On 20 December 2023, the Supreme Court of Victoria approved a Group Costs Order (GCO) at a rate of 24% (including GST). This rate is subject to review at the end of the proceeding. By awarding the GCO, the Court recognised that the order was appropriate or necessary for justice to be done in the proceeding.
A GCO allows legal costs to be calculated as a percentage of the amount of any award or settlement that may be recovered in the proceeding, on the basis that Slater and Gordon and Shine Lawyers accept the risk of paying a2’s legal costs if the case is unsuccessful. However, we can confirm that you will not be exposed to any out-of-pocket costs as a result of your participation or registration in the claim.
Frequently Asked Questions
A Registration and Opt Out Notice was distributed to group members between 21 August and 25 August 2025 by the a2 Milk Company’s share registry provider, Shine Lawyers, and Slater and Gordon Lawyers. The Notice contains important information about how group members’ legal rights may be affected by the class action.
Registration
The Supreme Court of Victoria ordered that group members were required to register by 4:00pm (AEST) on 3 October 2025 in order to be eligible to receive any compensation from any settlement reached before 2 June 2026 (which is the first day of trial). Registration is now closed.
If you registered your details and provided share trade data to Slater and Gordon or Shine Lawyers prior to the distribution of the Notice, then there was nothing further required of you. If you had not registered your details prior to receiving the Notice, then you needed to complete your registration via the online registration portal.
Opt Out
The Supreme Court of Victoria ordered that group members who wished to opt out of the proceeding were required to do so by 4:00pm (AEST) on 3 October 2025. If you chose to opt out of the proceeding, then you:
- are no longer a group member;
- will not be affected by any orders made in the class action and will not receive any money from the class action if it succeeds or settles; and
- will retain any rights which you may have to commence your own claim against a2.
If you have opted out and wish to bring your own claim against a2, you should seek independent legal advice as a matter of urgency because there are strict time limits to commence any such claim.
Do Nothing
If you did not register or ‘opt out’ from the proceeding by 4:00pm (AEST) on 3 October 2025, you will remain a group member and remain bound by any order, judgment or settlement in the class action.
This means that you will not be entitled to share in any settlement money that may be achieved before 2 June 2026 (which is the first day of trial). If the class action is settled, you will lose your right to seek any compensation from a2 in relation to the same (or similar) claims alleged in any class action.
If the class action is not settled, group members who have not registered may be given another opportunity to register in the event of a successful outcome following trial.
Group members were required to register or ‘opt out’ of the class action by 4:00pm (AEST) on 3 October 2025.
The class action is run jointly by Slater and Gordon and Shine Lawyers, and Shine Lawyers is administering group members’ registration details.
If you wish to clarify your registration status, you may contact Shine Lawyers on 1800 860 433 or at a2MilkClassAction@shine.com.au.
Group members who chose not to register before 4:00pm (AEST) on 3 October 2025 could either ‘opt out’ of the proceeding or ‘do nothing’.
Opt Out
The Supreme Court of Victoria ordered that group members who wished to opt out of the proceeding were required to do so by 4:00pm (AEST) on 3 October 2025. If you chose to opt out of the proceeding, then you:
are no longer a group member;
will not be affected by any orders made in the class action and will not receive any money from the class action if it succeeds or settles; and
will retain any rights which you may have to commence your own claim against a2.
If you have opted out and wish to bring your own claim against a2, you should seek independent legal advice as a matter of urgency because there are strict time limits to commence any such claim.
Do Nothing
If you did not register or ‘opt out’ from the proceeding by 4:00pm (AEST) on 3 October 2025, you will remain a group member and remain bound by any order, judgment or settlement in the class action.
This means that you will not be entitled to share in any settlement money that may be achieved before 2 June 2026 (which is the first day of trial). If the class action is settled, you will lose your right to seek any compensation from a2 in relation to the same (or similar) claims alleged in any class action.
If the class action is not settled, group members who have not registered may be given another opportunity to register in the event of a successful outcome following trial
Key Documents
Registration and Opt Out Notice
Orders of his Honour Justice Osborne dated 18 August 2025 (Approving Opt Out Notice)
Second Amended Consolidated Statement of Claim