SPH Notice – FSF Management Company Ltd

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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: 16 August 2017
Substantial product holder(s) giving disclosure
Full name(s): FSF Management Company Limited ("Manager")

Summary of substantial holding
Class of quoted voting products: Co-operative shares (NZX:FCG)
Summary for: FSF Management Company Limited
For this disclosure, —
(a) total number held in class: 111,735,183
(b) total in class: 1,611,922,916
(c) total percentage held in class: 6.9318%
For last disclosure, —
(a) total number held in class: 127,575,546
(b) total in class: 1,606,932,511
(c) total percentage held in class: 7.9391%
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) 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
Fonterra Farmer Custodian Limited ("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 in the Fonterra
Shareholders' Fund ("Fund") previously issued by
the Manager, in accordance with the terms of the

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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:
In consideration for the transfer of each Co-operative
share to the Custodian (acting in its capacity as
custodian for the Trustee) 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: 20,803,033
Total dispositions: -36,643,396
Net decrease: -15,840,363

Details after relevant event
Details for: FSF Management Company Limited
Nature of relevant interest(s):
Under the Custody Trust Deed for the Fonterra
Economic Rights Trust, the Custodian holds the
Economic Rights in Co-operative shares on trust
for the Trustee.

Under clause 4.7 of the Custody Trust Deed for the
Fonterra Economic Rights Trust, the Manager, in
its capacity as manager of the Fund, has the power
to direct the Custodian to dispose of a Co-
operative share to a permitted person, whenever
the Manager redeems a unit in the Fund held by
that permitted person.

Under clause 4.9 of the Custody Trust Deed, the
Manager covenants that it will not, directly or
indirectly, at any time request, direct or instruct the
Custodian to cast any votes attached to or arising
from Co-operative shares held under the Custody
Trust Deed, requisition or join in the requisitioning
any meeting of shareholders of Fonterra, propose

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or join in proposing any matter for discussion or
resolution at any meeting of shareholders of
Fonterra, or attend or speak at any meeting of
shareholders of Fonterra, unless invited to do so by
Fonterra. This qualification does not prevent the
Manager from directing the Custodian how to
exercise any voting right arising under sections
116 and 117 of the Companies Act 1993.
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
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.