D&O Ongoing Disclosure – Donna Smit

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ONGOING DISCLOSURE NOTICE
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2) Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer: Fonterra Co-operative Group Limited
Date this disclosure made: 04 May 2018
Date of last disclosure: 13 December 2016


A Director or senior manager giving disclosure

Full name(s): Donna Maree Smit
Name of listed issuer: Fonterra Co-operative Group Limited
Name of related body corporate (if applicable):

Position held in listed issuer: Director

B Summary of acquisition or disposal of relevant interest (excluding specified
derivatives

Class of affected quoted financial products:
283,925 relevant shares in Fonterra Co-operative
Group Limited
Nature of the affected relevant interest(s): Ceased to be a Trustee in Taratahi Agricultural
Training Centre (Wairarapa) Trust Board
For that relevant interest:
Number held in class before acquisition or disposal: 283,925
Number held in class after acquisition or disposal: 0
Current registered holder(s): Taratahi Agricultural Training Centre (Wairarapa) Trust
Registered holder(s) once transfers are registered: Taratahi Agricultural Training Centre (Wairarapa) Trust

B Summary of acquisition or disposal of relevant interest (excluding specified
derivatives

Class of affected quoted financial products:
Transfer of 89,742 relevant shares in Fonterra Co-
operative Group Limited between entities.
Nature of the affected relevant interest(s): Director and Shareholder of Corona Farms Limited and
Seven Mile Farms Limited
For that relevant interest:
Number held in class before acquisition or disposal: 202,000 (Seven Mile Farms Limited), 971,664 (Corona
Farms Limited)
Number held in class after acquisition or disposal:
291,742 (Seven Mile Farms Limited), 881,922 (Corona
Farms Limited)
Current registered holder(s): Corona Farms Limited
Registered holder(s) once transfers are registered: Seven Mile Farms Limited

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C Summary of acquisition or disposal of specified derivatives relevant interest (if
applicable)

D Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:
2
Details of transactions requiring disclosure-

Date of transaction: 28 November 2017
Nature of transaction: Transfer of 89,742 shares in Fonterra Co-operative
Group Limited from Corona Farms Limited to Seven
Mile Farms Limited
Name of any other party or parties to the transaction (if
known):

The consideration, expressed in New Zealand dollars,
paid or received for the acquisition or disposal. If the
consideration was not in cash and cannot be readily by
converted into a cash value, describe the
consideration:
N/A
Number of financial products to which the transaction
related:
89,742 Shares
If the issuer has a financial products trading policy that
prohibits directors or senior managers from trading
during any period without written clearance (a closed
period) include the following details—

Whether relevant interests were acquired or disposed
of during a closed period:
No
Whether prior written clearance was provided to allow
the acquisition or disposal to proceed during the closed
period:
Yes
Date of the prior written clearance (if any):
N/A

E Summary of other relevant interests after acquisition or disposal:
Type of affected derivative:
Class of underlying financial products:
Details of affected derivative-
The notional value of the derivative (if any) or the
notional amount of underlying financial products (if
any):

A statement as to whether the derivative is cash settled
or physically settled:

Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if
any):

Any other details needed to understand how the
amount of the consideration payable under the
derivative or the value of the derivative is affected by
the value of the underlying financial products:


For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the
derivative, the nature of the relevant interest in the
derivative:

Class of
quoted
financial
products;
Nature of
relevant interest:
For that relevant interest,-
Number held in class:
Current registered holder(s)
:
For a deivative rclevant inferesf,-
Type
of derivative:
Details
of derivative,-
The
notional value of the derivative
(if
any) or the
notional
amount of underlying
financial
products
(if
any):
A statement as to whether the derivative
is
cash settled
or
physically
settled:
Maturity date of the derivative
(if
any):
Expiry date
of
the
derivative
(if
any):
The
price's
specified
terms
(if
any):
Any
other
details needed to understand
how
the
amount of the consideration
payable
under
the
derivative or the value of the derivative
is affected by
the
value of
the
underlying financial
products:
For that deivative
rclevant
interest,-
Parties to the derivative:
lf
the director or senior
manager
is
not a
party
to
the
derivative, the
nature
of the
relevant
interest
in the
derivative:
I ceffff 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.
Signature of director or officer:
FCertification
Signature of
person
authorised to sign on
behalf of
director or officer:
Date of signature:
Name and title of authorised
person:
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Notes
Use this form to disclose all the acquisitions and disposals by a director or senior manager of a
listed issuer, or of a related body corporate, or in specified derivatives. The disclosure must be
made within—
(a) 20 working days after the first acquisition or disposal disclosed in this notice if the
acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial
Markets Conduct Act 2013; or
(b) in any other case, 5 trading days after the first acquisition or disposal disclosed in this
notice.

---

2829728 v1
ONGOING DISCLOSURE NOTICE
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2) Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer: Fonterra Co-operative Group Limited
Date this disclosure made: 04 May 2018
Date of last disclosure: 04 May 2018


A Director or senior manager giving disclosure

Full name(s): Donna Maree Smit
Name of listed issuer: Fonterra Co-operative Group Limited
Name of related body corporate (if applicable):

Position held in listed issuer: Director

B Summary of acquisition or disposal of relevant interest (excluding specified
derivatives

Class of affected quoted financial products:
Purchase of 2,502 Ordinary Units in the Fonterra
Shareholders’ Fund.
Purchase of 14,198 shares in Fonterra Co-operative
Group Limited.
Nature of the affected relevant interest(s): Director and Shareholder of Seven Mile Farms Limited
For that relevant interest:
Number held in class before acquisition or disposal: 291,742 Shares, 0 Units
Number held in class after acquisition or disposal: 305,940 shares, 2,502 units
Current registered holder(s):
Registered holder(s) once transfers are registered: Seven Mile Farms Limited

C Summary of acquisition or disposal of specified derivatives relevant interest (if
applicable)

Type of affected derivative:
Class of underlying financial products:
Details of affected derivative-
The notional value of the derivative (if any) or the
notional amount of underlying financial products (if
any):

A statement as to whether the derivative is cash settled
or physically settled:

Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if
any):

Any other details needed to understand how the
amount of the consideration payable under the

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derivative or the value of the derivative is affected by
the value of the underlying financial products:

For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the
derivative, the nature of the relevant interest in the
derivative:


D Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

1
Details of transactions requiring disclosure-


Date of transaction: 27/04/2018
Nature of transaction: Purchase of 2,502 Ordinary Units in the Fonterra
Shareholders’ Fund by Seven Mile Farms Limited
Purchase of 14,198 Shares in Fonterra Co-operative
Group Limited by Seven Mile Farms Limited
Name of any other party or parties to the transaction (if
known):

The consideration, expressed in New Zealand dollars,
paid or received for the acquisition or disposal. If the
consideration was not in cash and cannot be readily by
converted into a cash value, describe the
consideration:
$5.71/unit
$5.73/Share
Number of financial products to which the transaction
related:
2,502 units
14,198 Shares
If the issuer has a financial products trading policy that
prohibits directors or senior managers from trading
during any period without written clearance (a closed
period) include the following details—

Whether relevant interests were acquired or disposed
of during a closed period:
No
Whether prior written clearance was provided to allow
the acquisition or disposal to proceed during the closed
period:
Yes
Date of the prior written clearance (if any): N/A

E Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products: Shares in Fonterra Co-operative Group Limited
Nature of relevant interest: Director and Shareholder
For that relevant interest,-
Number held in class: 881,922
Current registered holder(s): Corona Farms Ltd
For a derivative relevant interest,-
Type of derivative:
Details of derivative,-

The notional
value
of
the derivative
(if
any) or the
notional
amount
of
underlying
financial
products
(if
any):
A statement
as to whether the derivative
is cash
settled
or
physically
settled:
Maturity
date of the derivative
(if
any):
Expiry
date of
the derivative
(if
any):
The
price's
specified terms
(if
any):
Any
other details needed to understand how the
amount of the
consideration
payable
under the
derivative or the value
of the derivative
is
affected by
the value of the
underlying
financial
products:
For
that derivative
relevant inferest-
Parties
to the derivative:
lf
the director or senior
manager is not a
pafi
to the
derivative, the nature
of
the relevant interest in the
derivative:
I
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.
Signature of director or officer:
FCertification
Signature of
person
authorised to sign on
behalf
of
director or officer:
Date
of signature:
Name
and
title of authorised
person:
Notes
Use this
form
to disclose all the acquisitions and
disposals
by
a director or senior manager
of
a
listed
issuer, or of a related
body
corporate, or in specified derivatives. The
disclosure
must be
made
within-
(a)
20
working days after
the
first acquisition or disposal
disclosed
in
this
notice
if
the
acquisitions or
disposals
are
of
a kind referred
to
in section 297(2)(a) of the Financial
Markets
Conduct
Act 2013; or
(b)
in
any
other
case,
5
trading
days
after
the
first acquisition or disposal
disclosed
in this
notice.
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