China Mengniu Dairy : Circulars - General Mandates to Repurchase Shares and Issue New Shares, Re-election of Directors, Re-appointment of Auditors, Proposed Final Dividend and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Mengniu Dairy Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHINA MENGNIU DAIRY COMPANY LIMITED

中國蒙牛乳業有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2319)

GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS,

RE-APPOINTMENT OF AUDITORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice (the "Notice of the Annual General Meeting") convening the annual general meeting of China Mengniu Dairy Company Limited (the "Company", together with its subsidiaries, the "Group") to be held at the Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:30 a.m. on Thursday, 6 June 2019 (the "Annual General Meeting") is set out on pages 14 to 17 of this circular.

Whether or not you are able to attend the Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment meeting should you so wish.

* For identification purpose only

6 May 2019

LETTER FROM THE BOARD

CHINA MENGNIU DAIRY COMPANY LIMITED

中國蒙牛乳業有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2319)

Directors:	Registered Office:
Mr. Jeffrey, Minfang Lu (Chief Executive Officer)	Maples Corporate Services Limited
Ms. Wu Wenting	P.O. Box 309
Mr. Chen Lang# (Chairman)	Ugland House
Mr. Niu Gensheng#	Grand Cayman KY1-1104
Mr. Tim Ørting Jørgensen#	Cayman Islands
Mr. Pascal De Petrini#
Mr. Jiao Shuge (alias Jiao Zhen)* (Vice-Chairman)	Principal Place of Business in
Mr. Julian Juul Wolhardt*	Hong Kong:
Mr. Zhang Xiaoya*	32nd Floor
Mr. Yau Ka Chi*	COFCO Tower
	262 Gloucester Road
Company Secretary:	Causeway Bay
Mr. Kwok Wai Cheong, Chris	Hong Kong

#Non-executiveDirector

* Independent Non-executive Director

6 May 2019

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS,

RE-APPOINTMENT OF AUDITORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

*For identification purpose only

- 1 -

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information regarding, inter alia:

(a)grant of the Share Issue Mandate (as defined below) to issue ordinary shares of HK$0.10 each in the capital of the Company (the "Shares");

(b)grant of the Share Repurchase Mandate (as defined below) for repurchase by the Company of the Shares;

(c)re-electionof the relevant retiring directors of the Company (the "Directors") and to authorise the board of directors (the "Board") to fix their remuneration;

(d)re-appointmentof Ernst & Young as the auditors of the Company and to authorise the Board to fix the remuneration of the auditors for the year ending 31 December 2019; and

(e)the payment of the final dividend for the year ended 31 December 2018.

1.General mandate to issue Shares

At the last annual general meeting of the Company held on 4 May 2018, a general mandate was granted to the Directors to allot, issue and deal with the Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. An ordinary resolution will be proposed at the Annual General Meeting for the shareholders to consider and, if thought fit, grant respectively, a general and unconditional mandate (the "Share Issue Mandate") to the Directors to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 10% of the issued share capital of the Company on the date of passing the resolution approving the Share Issue Mandate.

As at 30 April 2019, the latest practicable date prior to the printing of this circular (the "Latest Practicable Date"), 3,930,082,307 Shares were issued. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate will be 393,008,230 Shares.

Details of the Share Issue Mandate are set out in resolution 6 in the Notice of the Annual General Meeting set out on pages 14 to 17 of this circular. The Share Issue Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be convened by the articles of the association of the Company (the "Articles") or by any applicable law(s); and (c) the date on which the authority is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders").

- 2 -

LETTER FROM THE BOARD

2.General mandate to repurchase Shares

At the last annual general meeting of the Company held on 4 May 2018, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. An ordinary resolution will hence be proposed for the Shareholders to consider and, if thought fit, grant a general and unconditional mandate (the "Share Repurchase Mandate") to the Directors to exercise the power of the Company to repurchase Shares up to 10% of the issued share capital of the Company on the date of passing the resolution approving the Share Repurchase Mandate.

Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate will be 393,008,230 Shares.

An explanatory statement as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules") regarding share repurchase, giving certain information in connection with the Share Repurchase Mandate is set out in Appendix I to this circular. The Share Repurchase Mandate will expire upon whichever is the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or by any applicable law(s); and (c) the date on which the authority is revoked or varied by an ordinary resolution of the Shareholders.

3.Re-electionof the Directors

Pursuant to article 112 of the Articles, one third of the Directors shall retire from office by rotation; accordingly, Mr. Tim Ørting Jørgensen, Mr. Zhang Xiaoya and Mr. Yau Ka Chi will retire by rotation. Pursuant to article 95 of the Articles, Mr. Chen Lang, whose appointment became effective on 29 April 2019, will also retire. The abovementioned Directors will, being eligible, offer themselves for re-election at the Annual General Meeting.

Each of the independent non-executive Directors who have offered themselves for re-election at the Annual General Meeting (namely, Mr. Zhang Xiaoya and Mr. Yau Ka Chi) was appointed as proposed by the Nomination Committee of the Company and after review and approval of the Board, and has demonstrated their ability to provide an independent view to the Company's matters during their years of appointment. Each of them has provided a confirmation of independence during each year of his service. The Board is of the view that both of them meet the independence guidelines set out in Rule

3.13of the Listing Rules and is independent in accordance with the terms of the guidelines. In addition, the Board is of the view that they have provided valuable contributions to the Company and have demonstrated their abilities to provide independent, balanced and objective view to the Company's affairs. The Board has also noted that Mr. Zhang Xiaoya has served as an independent non-executive Director of the

- 3 -

LETTER FROM THE BOARD

Company for more than 9 years. Nevertheless, the Board is of the view that Mr. Zhang Xiaoya will continue to make significant contribution to the Company as well as valuable insights gained from his past experience. Therefore, the Board is of the view that the re-election of each of Mr. Zhang Xiaoya and Mr. Yau Ka Chi as an independent non-executive Director is in the interest of the Company and Shareholders as a whole and recommends their re-election at the Annual General Meeting.

The Board is also of the view that each of Mr. Zhang Xiaoya and Mr. Yau Ka Chi would bring to the Board their own perspective, skills and experience, as further described in the details of the respective Directors in Appendix II to this circular.

With their unique background, the Board considers that each of Mr. Zhang Xiaoya and Mr. Yau Ka Chi is a highly valued and respected member of the Board, and can contribute to the diversity of the Board, in particular, with their strong and diversified educational background and professional experience in their expertise, including their in-depth knowledge in commercial and general management, professional accounting and audit, international experience, investment strategies and connections in various industries.

Particulars of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

4.Re-appointmentof auditors

In accordance with Rule 13.88 of the Listing Rules, an ordinary resolution will be proposed at the Annual General Meeting to re-appoint Ernst & Young as the external auditor of the Company to hold office from the conclusion of the Annual General Meeting until the next annual general meeting and to authorise the Board to fix its remuneration for the year ending 31 December 2019.

5.Final Dividend

The Board has recommended a final dividend of RMB0.181 per Share to be payable on or around Thursday, 27 June 2019 to the Shareholders whose names appear on the register of members of the Company on Thursday, 13 June 2019 subject to approval by the Shareholders at the Annual General Meeting.

6.Annual General Meeting

A notice convening the Annual General Meeting to be held at the Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:30 a.m. on Thursday, 6 June 2019 is set out on pages 14 to 17 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the grant of the Share Issue Mandate and the Share Repurchase Mandate, the re-election of the Directors, the re-appointment of the auditors and the proposed final dividend.

Pursuant to Rule 13.39 of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll.

- 4 -