Notice of Meeting (Fonterra Shareholders’ Fund)

2018
NOTICE OF
ANNUAL
MEETING
MONDAY 12 NOVEMBER 2018
Commencing at 10am
(New Zealand time)

NOTICE OF ANNUAL MEETING 2018
NOTICE
OF ANNUAL
MEETING
Notice is hereby given that
the 2018 Annual Meeting of
unit holders of the Fonterra
Shareholders’ Fund will be held
WHEN
Monday 12 November 2018
Commencing at 10am
(New Zealand time)
ITEMS OF BUSINESS
A.Welcome and Introduction
B.Fonterra Shareholders’ Fund
Manager’s Chairman’s Address
C.Address by the Chairman
of Fonterra Co-operative
Group Ltd
D.Address by Chief Executive Officer
of Fonterra Co-operative Group Ltd
E.Unit holder discussion
F.Resolution:
Unit holders will be asked
to consider and, if thought
appropriate, to pass the following
ordinary resolution:
1
.To elect retiring director
John Shewan as a director of the
Manager of the Fund.
John Shewan retires by rotation
from office at the Annual Meeting
and, being eligible, offers himself for
re-election. The resolution above
is to be considered as an ordinary
resolution and is required to be
passed by a simple majority of the
votes of those unit holders entitled
to vote and voting on the resolution.
John Shewan is an ‘Independent
Director’ for the purpose of the NZX
Main Board Listing Rules.
EXPLANATORY NOTES
An Explanatory Note on the director
offering himself for election is set out
on the following page.
ATTENDANCE
All unit holders are entitled to
attend and vote at the Annual
Meeting or to appoint a proxy
or representative to attend and
vote on their behalf.
PROXIES
A proxy need not be a unit
holder, and may be appointed
by completing the form
accompanying this Notice
of Annual Meeting or online
at www.investorvote.co.nz.
The appointment of a proxy or
representative does not preclude a
unit holder from attending
and voting at the Annual Meeting.
You may appoint the Chairman of
the Annual Meeting or any other
director of the Fund as your proxy.
ANDREW CORDNER
Company Secretary
Auckland, New Zealand
12 October 2018
FSF Management Company Ltd (Australian
Registered Business Number 190 539 935,
incorporated in New Zealand) is the Manager
of the Fonterra Shareholders’ Fund.
QUESTIONS
Unit holders may submit questions
to the Board of the Manager ahead
of the Annual Meeting. Questions
should be relevant to matters at the
Annual Meeting, including matters
arising from the financial statements
or general questions regarding the
performance of the Fund or Fonterra.
The Manager has a discretion on which
questions will be addressed at the
Annual Meeting.
Please submit questions by email to
Investor.Relations@fonterra.com.
Please write ‘Questions from
Unit Holders’ in the subject line of
the email.
There will also be an opportunity for
unit holders and proxy holders to ask
questions at the Annual Meeting.
WHERE
Fonterra’s Auckland Office
109 Fanshawe Street
Auckland Central
IMPORTANT DATES
These dates are given in
New Zealand time.
Friday 9 November 2018, 5pm
Record Date for voting entitlements
for the Annual Meeting
Saturday 10 November 2018, 10am
Latest time for receipt of Proxy/Voting
forms or for online proxy appointments
Monday 12 November 2018, 10am
Annual Meeting

LETTER FROM
THE CHAIRMAN
EXPLANATORY
NOTE
DEAR UNIT HOLDERS
On behalf of the Board of Directors
I am pleased to invite you to the
sixth Annual Meeting of unit holders
of the Fonterra Shareholders’ Fund,
commencing at 10am NZT on Monday
12 November 2018 at Fonterra’s offices,
109 Fanshawe Street, Auckland Central.
At the Annual Meeting, the Fund Board
will be joined by John Monaghan,
Chairman of Fonterra, and
Miles Hurrell, Chief Executive Officer
of Fonterra. I will present an overview
of the sixth year of the Fund and
John and Miles will discuss Fonterra’s
performance over the past year. Unit
holders will also have the opportunity
to ask questions about the operations
and management of Fonterra.
At the meeting, unit holders will be
asked to vote for my re-election
as a director. I was originally appointed
to the Board of the Manager
by Fonterra when the fund was
established. By rotation, I will stand
down as an Independent Director and
stand for re-election. More details are
in the sidebar to the right.
If you cannot attend the meeting and
wish to appoint a proxy to vote on your
behalf, you may direct your proxy to
vote for or against the resolution, to
abstain from voting, or to exercise their
discretion as to how to vote.
If you would like to appoint a proxy,
complete and lodge the enclosed
Proxy/Voting form (either by post
or fax) with Computershare Investor
Services. Alternatively, you can appoint
a proxy online by going to www.
investorvote.co.nz – you will need your
CSN holder number and postcode
(or country of residence if outside
New Zealand) to do this. If you receive
multiple Proxy/Voting forms, please
complete one Proxy/Voting form in
respect of each unit holding.
All Proxy/Voting forms need to reach
Computershare by 10am NZT
on Saturday 10 November 2018.
For those unit holders who are
attending the Annual Meeting, please
bring the enclosed Proxy/Voting form,
or your CSN holder number with you
to assist with your registration.
You are invited to join the Fund Board
and Fonterra senior management for
light refreshments at the conclusion of
the Annual Meeting.
I look forward to seeing you then.
JOHN SHEWAN
CHAIRMAN
FONTERRA SHAREHOLDERS’ FUND
RESOLUTION 1:
ELECTION OF DIRECTOR
JOHN SHEWAN
CNZM BCA (Hons)
FCA Independent Director appointed
by unit holders
John Shewan was appointed chairman
of the FSF board in November 2012.
He is an independent director, and in
addition to FSF currently serves on
the boards of Munich Reinsurance
Australasia, China Construction Bank
and the Wellington Regional Stadium
Trust, which he chairs. He is also an
Adjunct Professor in the Business
School at Victoria University.

PROCEDURAL NOTES
VOTING ENTITLEMENTS
Unit holders that will be entitled
to vote on the resolutions at the
Annual Meeting are those who
are unit holders of Fonterra
Shareholders’ Fund at 5pm NZT
on Friday 9 November 2018.
VOTING PROCESS
To vote, unit holders can either:
ATTEND IN PERSON
If you wish to attend the Annual
Meeting please bring the enclosed
Proxy/Voting form, or your CSN holder
number with you to the meeting.
APPOINT A PROXY TO VOTE
If you do not propose to attend the
Annual Meeting, you can appoint a
proxy to attend the meeting and vote
on your behalf. The Chairman of the
meeting or any other director of the
Fund is willing to act as a proxy for
any unit holder who wishes to appoint
him or her for that purpose. To do this,
enter ‘the Chairman’ or the name of
your proxy in the space provided on
the Proxy/Voting form (further details
are provided on the form).
To appoint a proxy, you need to do one
of the following:
ONLINE
Lodge your proxy online by going
to www.investorvote.co.nz. You will
need your CSN Holder number and
postcode (or country of residence
if outside New Zealand).
If you do not have your CSN holder
number, please contact Computershare
at enquiry@computershare.co.nz
or +64 9 488 8777 (international).
FAX
You can fax your Proxy/Voting form to
+64 9 488 8787.
MAIL
Return the Proxy/Voting form by mail
to the Share Registrar, Computershare
Investor Services Limited, Private
Bag 92119, Auckland 1142, using the
Freepost envelope provided.
For your proxy to be effective it
must be received by 10am NZT on
Saturday 10 November 2018.
WEBCAST
The Annual Meeting will be webcast
online. To view the webcast, go to
www.fonterra.com/investor
The addresses of the manager of the
Fund and the supervisor are as follows:
FSF MANAGEMENT COMPANY LIMITED
109 Fanshawe Street, Auckland 1010,
New Zealand
Attention: Company Secretary
GUARDIAN TRUST COMPANY LIMITED
Level 6, 191 Queen Street, Auckland
1010, New Zealand
Attention: Relationship Manager
Corporate Trusts
MEETING VENUE
Fonterra’s Auckland Office
ADDRESS
109 Fanshawe Street,
Auckland Central, New Zealand
PARKING
Parking is available at public car
parks in the vicinity of the venue
including Wilson Parking at
24 Daldy Street, and Viaduct car
park on Sturdee Street.
24 DALDY ST

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PLEASE NOTE:
www.investorvote.co.nz
Fonterra Shareholders' Fund
Smartphone?
Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy to be effective it must be received by 10am Saturday 10 November 2018
Turn over to complete the form to vote
How to Vote on Items of Business
All your units will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The
Chairman of the Meeting, or any other director, is willing to act as proxy for any
unit holder who wishes to appoint him or her for that purpose. To do this, enter
'the Chairman' or the name of your proxy in the space allocated in 'Step 1'of
this form. Alternatively you can appoint a proxy online at
www.investorvote.co.nz
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the unit holder must sign.
Joint Holding
Where the holding is in more than one name, all of the unit holders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
ATTENDANCE SLIP

SIGN
Contact Name Contact Daytime Telephone Date

STEP 2
hereby appointof
or failing him/herof
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
I/We being a unit holder/s of Fonterra Shareholders' Fund
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Fonterra Shareholders'
Fund to be held at Fonterra’s Auckland Office, 109 Fanshawe Street, Central Auckland on Monday 12 November 2018 at 10am (New Zealand time) and at any
adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority. If you do not mark a box your proxy may vote as they choose.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of unit holder(s) This section must be completed.
Unit holder 1
or Sole Director/Director
Unit holder 2
or Director (if more than one)
Unit holder 3
Annual Meeting of Fonterra Shareholders' Fund to be held at
Fonterra’s Auckland Office, 109 Fanshawe Street, Central
Auckland on Monday 12 November 2018 at 10am (New Zealand
time)
@Elect Electronic Communications
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Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ForAgainstAbstain
Proxy
Discretion
1.To elect retiring director John Shewan as a director of the Manager of the Fund.