SPH Notice – Fonterra Farmer Custodian Limited

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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 ("NZX")
And to: Fonterra Co-operative Group Limited ("Fonterra")

Relevant event being disclosed: Movement of 1% or more in the substantial holding
Date of relevant event: 27 July 2018
Date this disclosure made: 30 July 2018
Date last disclosure made: 17 Aug 2017
Substantial product holder(s) giving disclosure
Full name(s): Fonterra Farmer Custodian Limited ("Custodian")

Summary of substantial holding to which disclosure relates
Class of quoted voting products: Co-operative shares (NZX:FCG)
Summary for: Fonterra Farmer Custodian Limited
For this disclosure, —
(a) total number held in class: 111,816,183
(b) total in class: 1,611,922,916
(c) total percentage held in class: 6.9368%
For last disclosure, —
(a) total number held in class: 128,029,012
(b) total in class: 1,606,932,511
(c) total percentage held in class: 7.9673%
Details of transactions and events giving rise to relevant event
Details of the transactions or other
events requiring disclosure under the
instructions to this form:

(A) In relation to the Custodian's capacity as custodian for the Trustee of the Fonterra
Economic Rights Trust:
(a) the date of the transaction or
event:
27 July 2018
(b) the nature of the transaction
or event:
Transfer of additional Co-operative shares to
the Custodian (in its capacity as custodian for
the trustee ("Trustee") of the Fonterra
Economic Rights Trust).

Transfer of Co-operative shares by the
Custodian upon the redemption of units
previously issued by FSF Management
Company Limited (in its capacity as manager of

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the Fonterra Shareholders' Fund ("Fund"))
("Manager"), in accordance with the terms of
the Fonterra Shareholders' Fund Unit Trust
Deed.
(c) the name of any other party or
parties to the transaction or event
(if known and if not an on-market
trade):
Not applicable
(d) the consideration, expressed in
New Zealand dollars, paid or
received for the acquisition,
disposal, or change in nature of
the relevant interest:
No consideration was paid or received by the
Custodian. In consideration for the transfer of each
Co-operative share (in respect of which the
Economic Rights were held on behalf of the Trustee)
to the Custodian the Manager issued to (or on behalf
of ) the transferor of that Co-operative share one unit
in the Fund, in accordance with the terms of the
Fonterra Shareholders' Fund Unit Trust Deed.

In consideration for the redemption of a unit in the
Fund, the Manager instructed the Custodian to
transfer a Co-operative share (in respect of which the
Economic Rights were held by the Custodian on
behalf of the Trustee) to the unit holder, in
accordance with the terms of the Fonterra
Shareholders' Fund Unit Trust Deed.
(e) the number of financial products
to which the transaction or event
related:

Total acquisitions: 20,432,567
Total dispositions: -36,643,396
Net decrease: -16,210,829
(B) In relation to the Custodian's capacity as custodian for Craigs Investment Partners Limited,
acting as Registered Volume Provider:
(a) the date of the transaction or
event:
27 July 2018
(b) the nature of the transaction
or event:
Transfers of additional Co-operative shares to
the Custodian (in its capacity as custodian for
the trustee of the RVP Custody Trust).

Transfers of Co-operative shares by the
Custodian to permitted shareholders, upon
receipt of transfer instructions from Craigs
Investment Partners Limited.
(c) the name of any other party
or parties to the transaction
or event (if known and if not
an on-market trade):
Not applicable
(d) the consideration, expressed
in New Zealand dollars,
No consideration was paid or received by the
Custodian

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paid or received for the
acquisition, disposal, or
change in nature of the
relevant interest:
(e) the number of financial
products to which the
transaction or event related:

Total acquisitions: 11,919,063
Total dispositions: -11,921,063
Net decrease: -2000
1. Details after relevant event
Details for: Fonterra Farmer Custodian Limited
Nature of relevant interest(s): Registered Holder
Under the Custody Trust Deed for the Fonterra
Economic Rights Trust:
(a) the Custodian holds the Economic Rights in
Co-operative shares on trust for the Trustee.

(b) Under clause 4.9, the Custodian covenants
that it will not cast any votes attached to or
arising from Cooperative shares held under
the Custody Trust Deed, requisition or join in
requisitioning any meeting of shareholders of
Fonterra, propose or join in proposing any
matter for discussion or resolution at any
meeting of shareholders of Fonterra, or attend
or speak to any meeting of shareholders of
Fonterra unless invited to do so by Fonterra.
This qualification does not prevent the
Manager from instructing the Custodian how
to exercise any voting right arising under
sections 116 and 117 of the Companies Act
1993.
A copy of the Custody Trust Deed for the Fonterra
Economic Rights Trust was attached to a previous
disclosure made by the Manager on 30 November
2012.
For that relevant interest,—
(a) number held in class: 111,735,183
(b) percentage held in class: 6.9318%
(c) current registered holder(s): Fonterra Farmer Custodian Limited
(d) registered holder(s) once transfers
are registered:
Not applicable
2. Details of relevant interests in substantial holding after relevant event
Details for: Fonterra Farmer Custodian Limited
Nature of relevant interest(s): Registered holder.
Under the Custody Deed relating to Co-operative
shares held for the RVP:

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(a) the Custodian holds the Co-operative shares
on trust for Craigs Investment Partners
Limited ("Craigs"), acting in its capacity as
Registered Volume Provider appointed by
Fonterra in accordance with Fonterra's
constitution.
(b) Under clause 3.8 of the above Custody Deed,
Craigs covenants that it will not cast any votes
attached to or arising from Co-operative
shares held under the Custody Deed,
requisition or join in requisitioning any
meeting of shareholders of Fonterra, propose
or join in proposing any matter for discussion
or resolution at any meeting of shareholders
of Fonterra, or attend or speak to any meeting
of shareholders of Fonterra unless invited to
do so by Fonterra.
A copy of the Custody Deed relating to Fonterra
Shares held for the RVP was attached to a previous
disclosure made by the Custodian on 30 November
2012.
For that relevant interest,—
(a) number held in class: 81,000
(b) percentage held in class: 0.0050%
(c) current registered holder(s) of
securities:
Fonterra Farmer Custodian Limited
(d) registered holder(s) of securities
once transfers registered:
Not applicable
Additional information
Address(es) of substantial product
holder(s):
109 Fanshawe Street, Auckland 1010, New Zealand
Contact details: Andrew Cordner, +64 9 374 9000
taf@fonterra.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 financial products to which this
disclosure relates:
Not applicable
Certification
I, Andrew Cordner, 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.