Notice of Annual Meeting Fonterra Co-operative Group Ltd

FONTERRA ANNUAL MEETING 2018
Notice of Annual Meeting of Shareholders and Explanatory Notes
10.30AM ON THURSDAY, 8 NOVEMBER 2018
FONTERRA LICHFIELD SITE
CORNER SH1 AND WILTSDOWN ROAD
LICHFIELD

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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CONTENTS
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING FOR 2018 3
Annual Meeting Documents 3
Votes Required and Quorum 3
Results of Voting 3
Meeting Attendees 3
LETTER FROM THE CHAIRMAN 4
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL MEETING AGENDA 5
PART ONE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF FONTERRA CO-OPERATIVE
GROUP LIMITED 6
Business 6
Annual Meeting Proceedings 6
Approval of Remuneration of Directors, Shareholders’ Councillors and Directors’
Remuneration Committee Members 6
Appointment of Auditor 6
Ratification of Appointment of Director 6
Shareholders’ Council Report 6
Approval of Shareholders’ Council Programme and Budget 6
Shareholder Proposal 6
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 7
Welcome 7
Annual Meeting Proceedings 7
Approval of Remuneration of Directors, Shareholders’ Councillors and Directors’
Remuneration Committee Members 7
Appointment of Auditor 8
Ratification of Appointment of Director 9
Approval of Shareholders’ Council Programme and Budget 9
Shareholder Proposal 11

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Fonterra’s Annual Meeting will be held at the Fonterra Lichfield Site, Corner of State Highway 1 and Wiltsdown Road, Lichfield at
10.30am on Thursday, 8 November 2018.
Please use the main entrance and follow the signs to vehicle parking. It is a safety requirement of the site that all attendees wear
flat, closed-in footwear.
Annual Meeting Documents
Each Shareholder has been sent:
• This Notice of Meeting booklet, which includes:
- Letter from the Chairman
- Notice of Meeting (including the text of the matters to
be voted on by Shareholders) (Part One)
- Explanatory Notes regarding each of the matters to be
voted on by Shareholders (Part Two).
• A Fonterra Board of Directors Election Voting Paper
• A Shareholders’ Council Voting Paper (for Shareholders in
Wards 7 and 19 only)
• A combined Annual Meeting Voting Paper/Proxy Form. Use
this Voting Paper:
- If you are attending the Annual Meeting to vote in
person.
- If you are unable to attend the Annual Meeting, and you
do not wish to vote by internet or post, you can appoint
a proxy to attend and vote on your behalf by completing
the Proxy Form and returning it to the address specified
on the freepost envelope included in the Voting Pack
or otherwise set out on the form, so that the Returning
Officer receives it no later than 10.30am on Tuesday,
6 November 2018.
- If you are a company or other body corporate, you can
appoint a representative to attend and vote on your
behalf by completing the Proxy Form
Further instructions are on the back of the Proxy form.
You can vote on the matters to be considered at the Annual
Meeting by internet or post. The instructions on how to vote
in this manner can be found on the Voting Papers.
electionz.com Limited has been authorised by the Board to
receive, at the address specified on the freepost envelope
included in the Voting Pack or otherwise set out on the Voting
Paper, and count, all internet and postal votes.
For the Annual Meeting you can also vote by proxy, or by
attending the meeting in person.
All internet, postal and proxy votes must be received by the
Returning Officer by 10.30am on Tuesday, 6 November 2018.
A Shareholder’s voting entitlement is based on their milksolids
production, with one vote for every 1,000kg of milksolids
supplied during the season ended 31 May 2018.
If a Shareholder did not supply last season but now owns an
existing farm that supplied last season, the voting entitlement
will be based on that farm’s supply last season or on the
Board’s estimate of milksolids production for this season. In
the case of a dry farm conversion and farm amalgamations/
divisions, voting entitlement is based on the Board’s estimate
of milksolids production for this season. Milk supplied on
Contract Supply and milk which is not backed by shares or
counting vouchers is excluded from milksolids production
when calculating voting entitlements.
In accordance with the Companies Act, the Board has fixed
5.00pm on 10 October 2018 as the date for determining
voting entitlements of Shareholders for this meeting.
Accordingly, those persons who are, at 5.00pm on 10 October
2018, registered as Shareholders will be entitled to vote at the
Annual Meeting in respect of the shares registered in their
name on that date backed by production.
A Shareholder’s voting entitlement for a farm is shown on
the Voting Paper enclosed for that farm with this pack. If a
Shareholder appoints a proxy, the proxy will exercise that
Shareholder’s voting entitlement as described above.
Votes Required and Quorum
The ordinary resolutions will be passed if they are approved by
a simple majority of the votes of those Shareholders entitled to
vote and voting on the resolutions.
The quorum for the meeting is present if not fewer than 50
Shareholders have cast postal votes (including by electronic
means) or are present in person or by a representative, who
between them hold or represent the holder or holders of
not less than two per cent of the voting rights entitled to be
exercised on the resolutions to be considered at the meeting.
Results of Voting
The results of voting at the Annual Meeting will be posted on
Farm Source at www.nzfarmsource.co.nz and our My Co-op app
as soon as vote counting is complete and the Chairman has
declared the results.
Meeting Attendees
The Annual Meeting is held for the benefit of Shareholders
and their authorised proxies and representatives. Fonterra
management will also be in attendance, as well as invited
members of the media.
FONTERRA CO-OPERATIVE GROUP LIMITED ANNUAL
MEETING FOR 2018

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Fonterra Co-operative Group LimitedPrivate Bag 92032, Auckland 1142, New Zealand
Fonterra Centre, 9 Princes Street, Auckland
t +64 9 374 9000, f +64 9 300 3419
www.fonterra.com
2015 Fonterra Elections and Annual Meeting
2018 Fonterra Elections and Annual Meeting
Dear farmers,
Our 2018 Annual Meeting will be held at our Lichfield site in the Waikato on Thursday 8 November.
Lichfield is the largest cheese plant site in New Zealand and processes up to approximately 8 million litres of milk per day into
cheese and whey products.
The two cheese plants at Lichfield produce Edam, Gouda, Cheddar, Parmesan, Swiss, Egmont and low and unsalted cheeses
destined for more than 25 export markets, including Japan, USA, South Korea, Mexico and Russia.
At this year’s meeting Miles and I will review the Co-operative’s performance against our strategy and update you on the progress
with our portfolio review. We will also recognise long-standing Directors John Wilson and Nicola Shadbolt who retire from the
Board at the conclusion of the meeting.
Shareholders are being asked to vote on five ordinary business resolutions to approve the remuneration of Directors, Councillors
and the Directors’ Remuneration Committee Members, approve the appointment of the Auditor and to approve the Shareholders’
Council programme and budget.
This year there will also be a resolution to ratify the appointment of Independent Director, Clinton Dines. Each of these ordinary
resolutions require at least 50 per cent support from voting farmers to be passed.
There is also a proposal for consideration by Shareholders. Further detail on the proposal and the resolutions are included within
this booklet.
If you can’t attend the meeting in person, you can cast your vote by internet, post, or by way of proxy. Further instructions on how
to vote by all of these methods can be found on the voting papers in your voting pack.
A video of key items from the meeting will be available on Farm Source at www.nzfarmsource.co.nz from Friday 9 November.
I look forward to seeing as many of you as possible at Lichfield.
John Monaghan
Chairman

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Below is the proposed programme for the Annual Meeting. Shareholders should note that the order may change at the discretion
of the Chairman. Shareholders should allow sufficient time to register their attendance upon arrival prior to the start of the
meeting.
10.00am - Registration / Morning Tea
10.30am - Welcome
Welcome / Introduction – John Monaghan, Chairman of the Board
10.45am – Annual Meeting Proceedings
Chairman’s Review
Chief Executive Officer’s Presentation
Approval of Remuneration of Directors, Shareholders’ Councillors and Directors’ Remuneration Committee Members
Directors’ Remuneration Committee Review – David Gasquoine, Chairman
Resolution 1: Approval of remuneration of Directors
Resolution 2: Approval of remuneration of Shareholders’ Councillors
Resolution 3: Approval of remuneration of Members of Directors’ Remuneration Committee
Appointment of Auditor
Resolution 4: Appointment of PricewaterhouseCoopers as auditor and authorisation of the Directors to fix the auditor’s
remuneration
Ratification of Appointment of Director
Resolution 5: Ratification of appointment of Mr Clinton Dines
Shareholders’ Council Report
Chairman’s Review – Duncan Coull
Approval of Shareholders’ Council Programme and Budget
Resolution 6: Approval of the Shareholders’ Council programme and budget
Shareholder Proposal
Resolution 7: Mr Beach’s Proposal
Voting Paper Collection
Announcement of Resolution Results
General Business
1.00 / 1.30pm - Closing / Lunch (approximately)
FONTERRA CO-OPERATIVE GROUP LIMITED
ANNUAL MEETING AGENDA

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Business
Welcome/Introduction
Annual Meeting Proceedings
Chairman’s Review
Chief Executive Officer’s Presentation
Approval of Remuneration of Directors,
Shareholders’ Councillors and Directors’
Remuneration Committee Members
Directors’ Remuneration Committee Review
Resolution 1: Approval of remuneration of Directors
To consider the remuneration of Directors recommended by
the Directors’ Remuneration Committee and, if thought fit, to
resolve:
“To approve the remuneration of Directors, as recommended by
the Directors’ Remuneration Committee.”
Resolution 2: Approval of remuneration of
Shareholders’ Councillors
To consider the remuneration of Shareholders’ Councillors
recommended by the Directors’ Remuneration Committee and,
if thought fit, to resolve:
“To approve the remuneration of Shareholders’ Councillors, as
recommended by the Directors’ Remuneration Committee.”
Resolution 3: Approval of remuneration of Members of
the Directors’ Remuneration Committee
To consider the remuneration of Members of the Directors’
Remuneration Committee recommended by the Board and, if
thought fit, to resolve:
“To approve the remuneration of Members of the Directors’
Remuneration Committee, as recommended by the Board.”
Appointment of Auditor
Resolution 4: Appointment of PricewaterhouseCoopers
as auditor and authorisation of
the Directors to fix the auditor’s
remuneration
To consider the appointment of PricewaterhouseCoopers as
Notice is given that the Annual Meeting of the Shareholders of Fonterra Co-operative Group Limited (“Company”) will be
held on Thursday, 8 November at 10.30am at the Fonterra Lichfield Site, Corner of State Highway 1 and Wiltsdown
Road, Lichfield.
John Monaghan
Chairman, on behalf of the Board
Notice of Meeting dated 15 October 2018
auditor of the Company and authorisation of the Directors to
fix the auditor’s remuneration and, if thought fit, to resolve:
“To appoint PricewaterhouseCoopers as auditor of the Company
until the conclusion of the Company’s next Annual Meeting and
authorise the Directors to fix the auditor’s remuneration.”
Ratification of Appointment of Director
Resolution 5: Ratification of appointment of Mr
Clinton Dines
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Mr Clinton Dines as a
Director of the Company, under clause 12.4 of the Constitution.”
Shareholders’ Council Report
Chairman’s Review
Approval of Shareholders’ Council
Programme and Budget
Resolution 6: Approval of Shareholders’ Council
programme and budget
To receive and discuss the Shareholders’ Council report
(including the Milk Commissioner’s report) for the 2017/18
season (contained in the Shareholders’ Council’s 2018 Annual
Report to Shareholders) and the Shareholders’ Council’s
programme and budget for the current season and, if thought
fit, to resolve:
“To approve the Shareholders’ Council’s programme and budget
for the current season.”
Shareholder Proposal
Resolution 7: Mr Beach’s Proposal
To consider and, if thought fit, to resolve:
“To direct the Board to initiate within three months a formal
Co-operative-wide discussion (to be completed by 1 May 2019)
regarding whether the existing share system should be replaced
with the New Share Proposal so that all suppliers are equal.”
Voting Paper Collection
Announcement of Resolution Results
General Business
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF
FONTERRA CO-OPERATIVE GROUP LIMITED
PART ONE

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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PA RT T WO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING
Approval of Remuneration of Directors,
Shareholders’ Councillors and Directors’
Remuneration Committee Members
Resolution 1: Approval of remuneration of Directors
In accordance with clause 34.1 of the Company’s Constitution,
the Directors’ Remuneration Committee (“Committee”) met
in July 2018 to consider, and recommend to Shareholders,
the form and amount of the Directors’ remuneration. The
Committee comprises six Shareholders and is chaired by Mr
David Gasquoine.
Between 2014 and 2016 the Committee recommended that
Directors’ remuneration remain unchanged, which was
appropriate given the very challenging economic conditions
experienced by Shareholders.
In 2017 the Committee noted that market data showed that
remuneration levels for Directors had increased significantly
since the Fonterra Directors’ remuneration was last increased
in 2013. The Committee recommended increases to the
remuneration level for Directors, in line with recent market
movements. The Committee made this recommendation in
2017 to ensure that Fonterra continued to attract and retain
the very best director candidates, one of the key objectives of
the Governance and Representation Review recommendations.
The Committee also recommended that a discretionary pool
of fees be available for remunerating Directors for additional
workload or additional Committee or working group duties.
It was recommended that this discretionary pool of $75,000
per annum would be allocated at the discretion of the People,
Culture and Safety Committee of the Board and the Chairman
of the Board.
The Committee believes it is important to set realistic fee
levels, having particular regard to the broader market and the
workload requirements, to ensure highly skilled directors are
attracted and retained on the Board.
In 2018 the Committee engaged EY to provide a report on
director remuneration practices in Australia and New Zealand.
The Committee reviewed the EY report and assessed workload
expectations and market trends including the remuneration
structure and levels of other comparable companies. The
Committee discussed relativities between different roles, the
nature of the Company and the division of workload between
the Board Committees. The Committee noted that the $75,000
discretionary pool of fees put in place in November 2017 had
not been used to date.
In considering its recommendation the Committee noted
that Fonterra Directors’ base remuneration was at market
but when combined with no additional fees for Board
Committee memberships, Fonterra Directors’ remuneration
was below market. The Committee also noted that the 2018
general market trend was for a small increase in directors’
remuneration.
The Committee determined that with the discretionary pool
that was put in place in 2017, the Board has the tools to
adequately remunerate Directors for additional workloads
including multiple Committee memberships.
As such the Committee determined to recommend no change
to Director remuneration in 2018.
The Committee’s recommendation to Shareholders in relation
to the remuneration of Directors is:
That the remuneration for the Directors be approved at the
following amounts from the date of this Annual Meeting:
• Chairman $430,000 p.a. (no change)
• Director $175,000 p.a. (no change)
In addition, at the discretion of the Board, the Chair of each
permanent Board Committee may be paid an additional
$35,000 p.a., unless that person is the Chairman of the Board
or already in receipt of a Committee Chair allowance (no
change).
• Discretionary Pool
Up to $75,000 per annum (in aggregate), be provided for fees
for Directors to be remunerated for additional duties, workload
and responsibilities (in each case not to exceed $25,000 per
annum per Director); such fees to be allocated at the discretion
of the People, Culture and Safety Committee of the Board
and the Chairman of the Board and the tabling of details of
such fee payments to the Directors’ Remuneration Committee
annually (no change).
The Committee has also approved the expense reimbursement
policy for both Directors and Shareholders’ Councillors,
whereby actual and reasonable expenses associated with their
positions are reimbursed. It has also approved, and regularly
monitors, the reimbursement of reasonable travel expenses for
Directors’ spouses/partners.
Welcome
The Chairman will welcome Shareholders.
Annual Meeting Proceedings

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Resolution 2: Approval of remuneration of
Shareholders’ Councillors
In accordance with By-law 3.1 of the Shareholders’ Council
By-laws, the Directors’ Remuneration Committee met in July
2018 to consider, and recommend to Shareholders, the form
and amount of the remuneration to be paid to Shareholders’
Councillors.
The Committee noted that the number of Council wards had
been reduced to 25 from the date of the 2017 Annual Meeting.
The Committee considers the Councillor’s representative role
to be an important one for the Co-operative, and that the level
of the honoraria needs to be sufficient to attract and recognise
Shareholders of a high calibre serving in that capacity.
Between 2014 and 2016 the Committee recommended that
Shareholders’ Councillor honoraria remain unchanged,
which was appropriate given the very challenging economic
conditions experienced by Shareholders.
In 2017 the Committee recommended increases to the
Shareholders’ Councillor honoraria.
The Committee believes that the Shareholders’ Council
honoraria remains appropriate and has determined to
recommend no change in 2018.
The Committee reviews with the Chair of the Shareholders’
Council the allocations made from the discretionary pool in
the prior year, and is comfortable that the pool was utilised
in a reasonable manner consistent with the intent of the
recommendation.
The Committee’s recommendation to Shareholders in relation
to the remuneration of Shareholders’ Councillors is:
That the honoraria for the Shareholders’ Councillors and the
Chairman of the Council be approved at the following amounts
from the date of this Annual Meeting:
• Chair $100,000 p.a. (no change)
• Deputy Chair $60,000 p.a. (no change)
• Councillors $35,000 p.a. (no change)
• Discretionary Pool
Up to $100,000 per annum (in aggregate), be provided for
additional honoraria of Project Leaders and Subcommittee
Chairpersons of the Shareholders’ Council (in each case not
to exceed $17,500 per annum per person); and for ordinary
Councillors representing the Council at its request on external
Committees; such provisions to be allocated in whole or part
at the discretion of the Chairman of the Shareholders’ Council
and the tabling of details of such honoraria payments to the
Directors’ Remuneration Committee annually (no change to
the amount of the current pool arrangement).
Resolution 3: Approval of remuneration of Members of
the Directors’ Remuneration Committee
The Board met to consider, and recommend to Shareholders,
the form and amount of the remuneration to be paid to
Members of the Directors’ Remuneration Committee. The
Directors’ Remuneration Committee comprises six elected
Shareholders.
The Board noted that the Directors’ Remuneration Committee
members’ honoraria had been increased in 2017.
The Board recommends no change be made in 2018.
The Board’s recommendation to Shareholders in relation to
the remuneration of Members of the Directors’ Remuneration
Committee is that the remuneration be set at the following
amounts from the date of this Annual Meeting:
• Chairman $2,000 p.a. (no change)
• Member $1,000 p.a. (no change)
Furthermore, Members of the Directors’ Remuneration
Committee are entitled to be paid for reasonable expenses
incurred in connection with the business of the Committee,
in line with the policy for remuneration of Directors and
Shareholders’ Councillors.
Appointment of Auditor
Resolution 4: Appointment of PricewaterhouseCoopers
as auditor and authorisation of
the Directors to fix the auditor’s
remuneration
The Companies Act 1993 requires the Company to appoint
an auditor. Section 207S of the Companies Act 1993 provides
that the fees and expenses of an auditor appointed at an
Annual Meeting can be fixed in the manner determined at that
meeting.
PricewaterhouseCoopers has audited the Company’s financial
statements for the year ended 31 July 2018.
The Directors recommend that PricewaterhouseCoopers
be appointed as auditor for the coming year. The Directors
recommend that Shareholders authorise the Board to fix the
auditor’s remuneration.
An RFP process is currently underway for the provision of
external audit services for the financial year ended 31 July
2020.

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
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Ratification of Appointment of Director
Resolution 5: Ratification of appointment of Mr
Clinton Dines
The Company’s Constitution requires that the Shareholders
of the Company ratify the appointment of each Director
appointed by the Board in accordance with clause 12.4 of the
Constitution. This is to take place at the first Annual Meeting
of the Company following that Director’s appointment and,
where the appointment is for a term exceeding three years,
shall be ratified by Shareholders every three years.
Mr Clinton Dines was appointed by the Board in accordance
with clause 12.4 of the Constitution and his appointment is
required to be ratified by Shareholders at the 2018 Annual
Meeting.
The Fonterra Board has determined that Mr Dines qualifies as
an Independent Director.
Mr Dines’ remuneration and benefits, as with all of the
Independent Directors, are determined by the Board in
accordance with section 161 of the Companies Act and are
not subject to Resolution 1. However, the Fonterra Board
remunerates Independent Directors at the same level as
Elected Directors.
Details of his qualifications and experience are set out below.
Clinton Dines
Clinton Dines was President of BHP Billiton China for 7 years
and worked within the BHP Billiton business in China for over
20 years, initially as the Company’s Senior Country Executive.
Prior to joining BHP Billiton Clinton worked for a number of
entities based in China and in total spent 36 years living and
working in China and is a fluent Mandarin speaker.
Since retiring from BHP Billiton in 2009 Clinton has acted as a
Non-Executive Director of a number of entities and currently
serves as a Non-Executive Director of North Queensland
Airports and Zanaga Iron Ore Company. Clinton also works
as a Partner in the Strategic Corporate Advisory of Moreton
Bay Partners. He was the Executive Chairman of Caledonia
Asia from 2010 to 2013 and is an Adjunct Professor at Griffith
University’s Asia Institute and is a member of the Griffith
University Council. Clinton has extensive experience as a
senior executive in China and Asia businesses, including global
manufacturing and commodity businesses.
Approval of Shareholders’ Council
Programme and Budget
Resolution 6: Approval of Shareholders’ Council
programme and budget
Under this item of business the Chairman of the Shareholders’
Council will, in accordance with the requirements of the
Company’s Constitution:
• Report on the Council’s view as to the Company’s direction,
performance and operations for the preceding season
FY2018
Budget
$000
FY2018
Actual
$000
FY2019
Budget
$000
Operating Costs:
Communications803265
Councillor Honoraria, Staff
Salaries and Associated
Costs1,8751,8271,825
Professional Services - Milk
Commissioner, Milk Price
Panel appointees, Legal100102110
Meetings and Engagement
350397350
Administration303035
Total Operating Costs
2,4352,3882,385
Connection – contribution
to costs of MyConnect
conference and Purpose
review, Understanding Your
Co-operative Programme,
Councillor Development
and Business Study Trip,
Shareholder Engagement602555670
Governance Development
Programme146123146
Guardianship - Fonterra
Elections (Returning Officer
and director candidate
meetings costs)00250
Performance – costs of
external analyst including for
Value Review5598175
Total
3,2383,1643,626
BUDGET
Council seeks Shareholder approval for a budget of $3.626
million for FY2019 as summarised above.
This is an increase over budgeted and actual spend in FY2018
due to:
• Value Creation Review: Council has commissioned an
independent advisor to determine the value creation for
farmers relative to their investment since the inception of
Fonterra.
• Report on the activities undertaken by the Council in the
preceding season
• Present the Council’s programme and budget for the
current season
• Present the Milk Commissioner’s Report
• Comment on other dairy industry matters
Shareholders are then asked to approve the programme and
budget of the Shareholders’ Council for the 2018/19 season:

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
PAGE 10
Learning, Development and Succession
• Provide relevant learning and development programmes
for Shareholders.
• Provide two appointees to the Governance Development
Committee, and receive and consider the Governance
Development Committee’s annual report on its activities,
proposed programme and budget.
• Administer the Governance Development Programme.
• Administer relevant training programmes for Shareholders’
Councillors.
Representation
• Engage with officials and make submissions on behalf of
Fonterra farmers on the DIRA review.
• Gather and regularly report farmer feedback and views to
the Board.
• Consider and investigate any issues referred to Council by
Shareholders.
• Meet as a full Council with the full Fonterra Board at least
twice during the season.
• Meet with individual members of the Board from time to
time to as required to perform Council’s functions.
• Attend meetings of and represent Fonterra farmers’ views
to the Board’s Co-operative Relations Committee.
• Work to improve Shareholder participation in the Co-
operative through providing opportunities for meaningful
connection and improving Shareholders’ awareness of the
importance of engaging with their Co-op.
• Help develop farmers’ understanding of our Co-op’s
strategy and how key Board decisions relate to that
strategy.
• Comment to Fonterra farmers on Fonterra and dairy
industry matters as they arise.
Guardianship
Independent Appointments
• Appoint the Milk Commissioner.
• Appoint one independent appointee to the Independent
Selection Panel (Directors’ Election).
• Appoint two representatives to the Board’s Milk Price Panel
(one of whom must be an independent appointee).
• Appoint one trustee in relation to the operation of the
Fonterra Shareholders’ Fund.
Co-operative Governance
• Act as a sounding board for the Co-op’s Board on matters
that impact our individual farming businesses.
• Receive information on and report on the management and
operation of the Fonterra Shareholders’ Fund.
• Meet with the Milk Price Panel on at least two occasions
to receive an overview of the Panel’s activities and discuss
Milk Price issues.
• Purpose Review: A Council initiated workstream that
seeks to provide greater clarity as to who we are, why we
exist and the legacy our people would like to see our Co-op
create. Being united in our Purpose will drive strong belief
and enable us to create a Vision we all aspire to, and ensure
strategy is aligned to - which are vital to the ongoing
success of our Co-op. As Fonterra’s current and future
owners, it is up to us to ensure that our Purpose and Vision
extends from our farms to the world.
• Fonterra Elections (Director Election, Directors
Remuneration Committee Election and Shareholders’
Councillor Elections): The costs of the Returning Officer
and director candidate meetings have previously been met
by the Fonterra Corporate Affairs business unit. Given
Council’s role in the elections it seems more appropriate
for these costs to be met from Council’s budget.
As noted, the FY19 budget includes contributions to the costs
of the 2019 MyConnect conference ($210,000) and Purpose
review ($65,000). The balance of costs for these items will be
met by Fonterra business units.
In November 2017 Fonterra Shareholders approved a budget
of $3.238 million for FY18 of which $3.164 million (98%) was
utilised. Council meeting expenses exceeded budget due to
additional meetings. The Understanding Your Co-operative
Programme had a record number of participants resulting
in actual costs exceeding those budgeted. These cost
overruns were managed by not undertaking other budgeted
engagement initiatives.
WORK PROGRAMME
Council’s work programme for FY2019 includes:
Performance Monitoring
• Review and report on the outcome of the review of value
creation for Shareholders since Fonterra’s inception.
• Receive and review Fonterra’s Statement of Intentions
(SOIs) for FY2019.
• Receive and review Fonterra’s strategy, three-year business
plan and budget.
• Monitor and report to Shareholders on Council’s view of
Fonterra’s direction, performance and operations, including
a commentary on actual achievements compared to the
Board’s SOIs.
• Continue to work with the Board to evolve a balanced and
meaningful performance and reporting framework.
• Understand Fonterra’s reasons for any business
investments, acquisitions and disposals.
• Report on areas of concern and interest as required.
Connection
Purpose and Vision
• Continue to work with the Board on the Purpose review.
• Review the Co-op’s philosophy in light of the outcomes of
the Purpose review.

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
PAGE 11
Shareholder Proposal
Under clause 15.1 of the Constitution, a Shareholder may
give written notice to the Board of a matter which the
Shareholder proposes to raise for discussion or resolution at
the next meeting of Shareholders at which the Shareholder is
entitled to vote. Under the provisions of clause 9 of the first
schedule to the Companies Act, the Shareholder may include
a statement of not more than 1000 words in support of the
proposal, together with the name and address of the proposing
Shareholder.
Resolution 7: Shareholder Proposal - Mr Murray
Beach’s Proposal
The Company has received the following proposal from Mr
Murray Beach for Shareholder consideration and resolution at
the Annual Meeting.
“To direct the Board to initiate within three months a formal
Co-operative-wide discussion (to be completed by 1 May 2019)
regarding whether the existing share system should be replaced
with the New Share Proposal so that all suppliers are equal.”
Your Board does not support this proposal and recommends
that you vote against it.
The Shareholders’ Council has also advised that it
unanimously does not support the proposal.
This Shareholder proposal requires the support of farmer
Shareholders holding 50% of the voting rights at the Annual
Meeting.
The proposing Shareholder, Mr Murray Beach, was entitled to
provide a statement in support of the proposal. The following
was supplied:
NEW SHARE PROPOSAL
A farmer has 100,000 shares at $5.50 = $550,000 Change these
to $2.00 shares
This gives the farmer 275,000 $2.00 shares
The farmer must keep 100,000 shares worth $2.00. These
could be called his milking quota shares.
This farmer still has 175,000 shares worth $2.00 that he can
sell or transfer. We’ll call these his saleable/transferrable
shares. The saleable/transferable shares can only be sold to a
Fonterra farmer.
If the farmer increases production by 10,000 Milk Solids, he
can transfer 10,000 of his saleable/transferable shares to his
milking quota shares.
This will give him 110,000 milking quota shares and reduce his
saleable/transferable shares to 165,000.
The outsiders’ shares, known as the units could be changed
to $2.00 shares and the dividend will have to be honoured on
them.
All existing schemes, 6 years to share up, 10 years to share up,
contract milk and Mymilk to be replaced by the $2.00 share
over a period of time, say 3 years.
These can be bought from any farmer wishing to sell some of
his saleable/transferable shares.
FARM SALES
The farm can be sold with the milking quota shares either
incorporated in the price or added on top of the price. These
shares are to be connected to the farm as part of the business
and are to be sold with the farm.
Fonterra will have to buy back the saleable/transferable shares.
These shares are to be bought out of the Retained Dividend
Pool.
SO HOW DO WE GET THIS TO WORK
We set 5% as a dividend target but making sure that there is
enough money going into the retained dividend pool so that
there is no redemption risk to the Co-Op.
Since the change in capital structure, the dividend has
averaged at 4.9% and there has been an average of 7 cents
retained, therefore 5% is a fair and realistic starting point.
The retained Dividend Pool buys shares from shareholders
leaving. All shares bought out of the Retained Dividend Pool
drop out of the system.
The Retained Dividend Pool will pay out shareholders that are
• Continue to assess the Board’s governance practices.
Fonterra Elections
• Manage the Director elections process in consultation
with the Board, appoint a Returning Officer to conduct
the Fonterra Directors’ and Directors’ Remuneration
Committee Elections, and organise the director candidate
meetings.
• Conduct a post-event review of the Fonterra Directors’
Election process.
• Appoint two Council observers for Board Nominations
Committee meetings when it considers candidates for
Farmer Director Elections.
Council Operations
• Convene a minimum of six meetings of the full Council
during the year and hold other conference call meetings as
required.
• Use Committees and project teams to undertake Council’s
work programme and address issues in a timely and
cost-effective manner.
• Report to Shareholders on Council’s activities in the FY2019
Shareholders’ Council Annual Report.
Fonterra Constitution and By-laws of the Shareholders’
Council
• Propose any changes to the Fonterra Constitution and
Council By-laws which the Council considers to be in the
best interests of Fonterra Shareholders.
• Review any proposed changes to Fonterra’s Constitution.

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
PAGE 12
leaving within three years from date of notification that they
are leaving.
THE RETAINED DIVIDEND POOL REPLACES REDEMPTION
As the shares decrease the dividend should increase. So for
that reason the dividend is to be reviewed every second year,
taking into account the current interest rate and how much is
in the Retained Dividend Pool.
So now we have the Co-op in a position where in 3 years every
farmer will have $2.00 shares to their milking quota. This will
encourage farmers to stay with Fonterra. It will put all farmers
on an even playing field. This will eliminate the discontent. It
will stop farmers leaving, this will safeguard Fonterra’s milk
supply. As farmers increase production it will start to take the
saleable/transferable shares out of the system. This will make
it easier for farmers that are struggling as they won’t have to
buy shares for their extra effort. They’ll think this is not such a
bad Co-op to milk for.
The ultimate goal is for the saleable/transferable shares to
phase out, leaving all suppliers with $2.00 milking quota
shares. This way everybody is the same and it gets rid of a lot
of complicated administration also saving the Co-op money.
The contract milk, new identities Mymilk and increased
production will take out a lot of the farmer saleable/
transferable shares.
We need to know the percentage of contract milk, new
identities and Mymilk so that the farmers with saleable/
transferable shares can sell to that percentage.
So there is no confusion: Contract milk, Mymilk, 6 years to
share up and 10 years to share up amount to about 3%.
Therefore you can only sell about 3% of your saleable/
transferable shares, the rest of your saleable/transferable
shares sit there and receive the dividend.
If the Retained Dividend Pool builds up we may be able to
increase the percentage of saleable/transferable shares that
can be sold.
If the dividend is 27 ½ cents on a $5.50 share, the dividend on a
$2.00 share is 10 cents but you have 2 ¾ times as many shares,
giving you exactly the same amount of dividend money.
Farmers that took the 20% special share offer at $7.92 four
years ago and were given vouchers in their place will be able
to transfer 20% of their saleable/transferable shares to their
milking quota shares. This will not cost the farmer a cent and
will give the farmer full voting rights. The farmer will have
exactly the same share value.
It will take 20% of the saleable/transferable shares out of the
system and won’t cost the Co-op a cent either.
It will stop shares going to outsiders that we have to honour
the dividend on.
The banks won’t lose security.
The New identities, Contract milk and Mymilk will be able to
fully share up to their milking quota at $2.00 per share, so
there is something in this for them as well. This way everybody
will be the same.
How do we set the share price? The fairest way would be to
take the average over the previous 12 months prior to the
voting papers going out.
Example as to how the new Share Proposal will work
(SUPPORTING STATEMENT)
A farmer milks to 100,000 MSolids. He’s previously sold 20%
of his shares at $7.92 which were replaced with vouchers. This
means he owns 80,000 shares.
80,000 shares at $5.50 = $440,000.00
Change these to $2.00 shares = 220,000 shares
This gives him 80,000 milking quota shares at $2.00 and
140,000 saleable/transferable shares. He transfers 20,000
saleable/transferable shares to his milking quota shares
getting rid of his vouchers and increasing his milking quota
shares to 100,000. He’s now fully shared -up with full voting
rights. By doing this the saleable/transferable shares drop back
to 120,000. Fonterra saves 20% redemption should this person
decide to leave.
He has a good season and increases production by 10,000
milk solids, so he transfers 10,000 of his saleable/transferable
shares to his milking quota shares. He now has 110,000 milking
quota shares and 110,000 saleable/transferable shares. This
can save Fonterra another 9% redemption.
He now decides to sell 3% of his saleable/transferable shares
to a new identity or contract milker.
That’s another 6,000 shares sold. He now has 110,000 milking
quota shares and his saleable/transferable shares are down to
104,000. Fonterra saves another 3% redemption.
Now this guy decides to sell his farm so he sells the 110,000
milking quota shares to the new purchaser.
Fonterra’s Retained Dividend Pool will only have to pay out the
104,000 saleable/transferable shares which are left at $2.00
costing the Co-op $208,000. That’s a lot better that 440,000.
It’s cut the redemption by over 50% on that farm. It also gets
rid of 104,000 shares.
The new farm buyer is in at $2.00 a share so the chances of him
moving to another milk company are less.
Every time there is a farm sale all the existing farmers get more
added to their dividend as there are less shares to divide into
the value added money.

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
PAGE 13
LET’S GET DOWN TO THE BASICS
What happens if we lose another 15% over the next 5 to 10
years? This could put Fonterra down to 65%. That’s pretty scary
with 21,400 employees and the same overheads. I can’t see
that lending towards high milk prices.
The problem is the high share price, it encourages people to
leave. The second problem is there are too many shares.
If we fix the share price, it stabilises the price, it can’t go up or
down, so it stabilises your security as well. You know exactly
where you are from year to year . The issue is are you milking
cows or playing a share market?
So what does the New Share Proposal Achieve?
1. It helps every farmer and the Co-op.
2. It replaces redemption with the Retained Dividend Pool.
3. It encourages farmers to stay with Fonterra.
4. You can increase production without having to buy shares.
5. It fixes the share price.
6. It lets farmers on six years to share up, ten years to share
up, contract milk and Mymilk buy shares at $2.00.
7. It buys out leavers shares increasing the dividend to every
shareholder.
8. It stops outsiders buying anymore shares.
It’s a good proposal, read it carefully and see how it works on
your own individual case, then tell your neighbour. I wasn’t
asked to bring it forward again for no reason.
I mentioned earlier that there’s too many shares.
It’s like this: If you have $100 and there are 10 shareholders,
you get $10 each. If you have $100 and there are 5 shareholders
you get $20 each.
The amount of our money that Fonterra has invested is only
returning 25 - 30 cents dividend to us. With less shares this
should increase.
So is there Redemption. Redemption comes across as a dirty
word. If there are 300 farm sales a year doing 100,000 milk
solids at say $5.50 a share, under this system it would equate to
105 million and if some of those shareholders had vouchers or
increased production might only be 90 million, so it’s not that
bad.
The theory is if we all put a little bit into buying out the shares,
as we get rid of the shares, we’ll all get a little bit back.
If the remit gets past the first vote maybe the directors might
consider putting a little bit into the Retained Dividend Pool
out of what they already retain. That would certainly up their
rating.
Fonterra cannot have their cake and eat it too. The problem
is the shares are not dropping out of the system, but the milk
supply is dropping. In other words we have the same costs
but less income. We can cut back on the costs and run more
efficiently but we need to save the income as well and that’s
what this proposal is out to achieve.
I was asked to bring this forward again and to see what
shareholders thought of it. I took it to eleven shareholders and
got their opinions. Out of the eleven there were seven that
supported the remit, three undecided and one against.
Five of these shareholders had been a dairy farm director at
some stage of their life. I am only allowed 1,000 words, so if
anyone wants to know what those shareholders opinions were,
ring or e-mail me.
Murray Beach
Ph: 03 574 2036
e-mail: info.morepork@slingshot.co.nz
Note: The figures used in this proposal are to explain how the
proposal works, therefore they are not 100% accurate.
So the shares are staying the same and the Value Add Pool
is decreasing through loss of milk and will continue to do so
unless we change the system to stop people leaving.
HOW I SEE IT AT THE MOMENT
When Fonterra stopped paying Redemption if left outsiders to
buy up those shares from the people jumping ship.
This has caused the same amount of shares to be out there but
the value add pool has decreased due to the loss of milk.
WET
SHARES
VALUE
ADD POOL
Say
1 billion
VALUE
ADD Now
Say
850 million
DRY
SHARES
= DIVIDEND
Say 5% on $5.50 share
= 27 ½ cents on a
$2.00 share
= 10 cents.
= DIVIDEND loss of
15%
= 23 cents on a $5.50
share or 8.5 cents
on a $2.00 share.
Loss of 15% of milk supply
through shareholders shifting
to other milk companies
OUTSIDER
SHARES

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
PAGE 14
6. The proposal would undermine the ability of the Company
to pursue its strategy, and a Co-operative-wide discussion
regarding whether it should replace the existing share
system would create an unnecessary distraction to
management, the Board and Shareholders, especially at
a time when the Board and management are focused on
lifting performance and taking stock of our businesses.
The Shareholders’ Council has reviewed Mr
Beach’s Proposal
The Shareholders’ Council acknowledges and respects the
rights of Shareholders to propose resolutions for consideration
by all Shareholders.
The Shareholders’ Council considered Mr Beach’s proposal and
unanimously voted to not support it for the reasons set out
below:
1. Mr Beach states that ‘the problem is the high share price’
and that there is a second problem of ‘too many shares’.
Mr Beach asserts his proposal will ‘stop farmers leaving’ the
Co-op, will ‘encourage farmers to stay’ with the Co-op, will
‘put all farmers on an even playing field’ and will ‘eliminate
the discontent’. Council does not share these views.
Whilst Council acknowledges the loss in share of NZ milk
collection, that there are challenges for some farmers with
the current capital structure and that a Co-operative wide
discussion on capital structure is appropriate from time
to time, it considers that at the present time Board and
management need to primarily focus on lifting the Co-op’s
performance. For its part, Council will continue to educate
all farmers on the benefit of being in a Co-op, who we are
and why our Co-op exists.
2. Any proposal to change Fonterra’s capital structure must
be thoroughly developed, and then robustly reviewed,
analysed, critiqued and debated before it is put to
shareholders to vote on to ensure it achieves its desired
objectives and that there are no unintended consequences
for the Co-op as a whole, both for our business and
ourselves as shareholders.
3. Council notes Mr Beach’s comment in his Supporting
Statement that the ‘figures used in [the] proposal are to
explain how the proposal works, therefore they are not
100% accurate’. Shareholders should not be asked to
support a proposal that is not factually correct.
4. The aspect of the proposal that enables production to
increase without the purchase of shares is contrary to
the Co-operative Principles. Whilst Council supports the
review of those Principles from time to time they are
the framework or boundaries within which the Co-op
operates. Compromising these Principles without careful
consideration could damage the heart of the co-operative
and undermine an essential part of who we are.
5. The proposal does not work in all stated respects – for
example, redemption risk. Circumstances could arise such
that the retained dividend pool is insufficient to fund the
redemption of shares by departing shareholders.
The Board comments on Mr Beach’s Proposal
Your Board recommends that you vote AGAINST this
proposal.
The Board notes that the New Share Proposal presented by Mr
Beach repeats in most respects the New Share Proposal put
forward by Mr Beach at the 2015 Annual Meeting which over
91% of Shareholders voted against. The small changes made
by Mr Beach to the current form of the New Share Proposal do
not shift the fundamental issues that compromised the earlier
proposal.
In summary, the proposal would not be in the best interests of
our Co-operative for the following reasons:
1. The proposal is detailed but contains a number of
inconsistencies and unworkable features. Any proposal
to change fundamental features of the Company’s capital
structure should be properly considered and debated
before being recommended to Shareholders. The Board
considers that a discussion with Shareholders regarding Mr
Beach’s proposal would not result in sufficient amendment
to Mr Beach’s proposal to make it workable or favourable
for the Company or provide any tangible benefits to
Shareholders.
2. The proposal is inconsistent with the Company’s current
capital structure. Mr Beach has advised that he believes
his proposal would not re-introduce redemption risk.
This is incorrect. Mr Beach’s proposal would re-introduce
redemption risk which was removed by the changes made
to the Constitution by Shareholders as part of Trading
Among Farmers. The retained dividend pool suggested
by Mr Beach to address redemption risk would require
Fonterra to retain additional earnings which means
Shareholders would receive a reduced dividend each year.
If the pool was insufficient to redeem the shares of those
leaving our Co-operative, other funding sources within the
Company’s balance sheet would need to be found. In effect,
all remaining Shareholders would be funding those leaving
the Co-operative which means redemption risk would be
re-introduced.
3. The proposal is also inconsistent with the current statutory
framework provided for in the Dairy Industry Restructuring
Act 2001. The re-introduction of redemption risk would
undermine the Company’s financial strength which would
impact the Company’s strong credit rating and its ability to
secure debt funding on favourable terms.
4. The proposal is economically unsound in a number of key
respects, and aspects would not be able to be put in place
legally. Mr Beach has provided no analysis of the impact
of the proposal on the Company and its Shareholders,
including any risk analysis, financial benefits and costs,
public policy impact or unintended consequences.
5. The Board considers that a nominal share that fails to
reflect the investment being made by Shareholders over
time in the Company would not be in the best interests of
Shareholders or the Company, and could result in decisions
and incentives that undermine value.

FONTERRA CO-OPERATIVE GROUP LIMITED - 2018 NOTICE OF MEETING OF SHAREHOLDERS AND EXPLANATORY NOTES
PAGE 15
6. Council is concerned that the proposal would put further
pressure on the balance sheet.
7. A nominal value share does not recognise the investment
made by shareholders over time in the Company and as a
result removes value from shareholders, and is therefore
not in the best interests of shareholders.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2018
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

1. INTERNET VOTING
Vote via Farm Source website (at nzfarmsource.co.nz)
• Login using your Farm Source login and password
• Follow the voting links from the homepage
• Enter your Personal Identification Number (PIN) and password – see below.
IMPORTANT: By entering the PIN and password you warrant and undertake that you are authorised to
exercise the vote of this Shareholder.
After voting online do not submit this Voting Paper - it can be destroyed.
PIN PASSWORD
2. POSTAL VOTING
Post the completed Voting Paper to electionz.com in the freepost reply envelope provided.
To ensure your Voting Paper reaches the Returning Officer before the close of voting please post no later
than Thursday, 1 November 2018.
3. AT THE MEETING
If you plan to attend the meeting, bring this form with you.
Voting instructions:
• Indicate your vote with a tick
• When advised by the Chairman of the Meeting, pass the completed Voting Paper to an official of
the meeting.
4. BY PROXY
Appoint a person to attend the Annual Meeting and vote on your behalf. A proxy need not be a
Shareholder. To ensure your Proxy Paper reaches the Returning Officer before the close of voting please
post no later than Thursday, 1 November 2018.
You can vote in ONE of the following four ways:
Internet, postal votes and proxy appointments must be received by electionz.com Ltd no later than:
10.30am on Tuesday, 6 November 2018
HOW TO COMPLETE THE PROXY PAPER AND APPOINT A PROXY:
1. Appoint a proxy: Provide the full name and address of your chosen proxy in the box labelled “Primary Proxy”.
A proxy need not be a Shareholder.
The Chairman of the Meeting is willing to act as your primary proxy. If you wish to appoint the Chairman of the
Meeting you can simply write “Chairman of the Meeting”.
It is recommended that you appoint an alternate proxy as well, in case your primary proxy is unable to attend
on the day of the Annual Meeting. Please provide the full name and address of your alternate proxy in the box
labelled “Alternate Proxy”.
Please note: You do NOT need to appoint an alternate proxy if the Chairman of the Meeting is your primary proxy.
2. Instruct your proxy how to vote: You can instruct your proxy how to vote by placing a tick in either the “For”
or “Against” box. Your proxy CANNOT change the direction of your vote if you instruct them how to vote in this
manner. If you do not instruct your proxy how to vote by placing a tick in either the “For” or “Against” box, then
your proxy can vote as she/he determines.
3. Sign the form: Each Shareholder must sign the paper:
• Individuals/Sole Proprietors: the Shareholder must sign the paper.
• Companies: a duly authorised representative of the company must sign the paper.
• Joint Shareholders (including trusts, partnerships and estates): it is your responsibility to ensure that the
person(s) signing this paper is/are authorised to sign on behalf of, and bind, all joint holders.
• Attorneys: if the paper is signed under a power of attorney, it must be accompanied by a signed certificate of
non-revocation of the power of attorney. The power of attorney under which the paper is signed must be sent
with the paper if the power of attorney has not been previously produced to the Company.
4. Return the form: Return the proxy paper as soon as possible. It must be received by the Returning Officer no
later than 10.30am on Tuesday, 6 November 2018.
• Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.
To ensure your Voting Paper reaches the Returning Officer before the close of voting please post no later than Thursday,
1 November 2018.
HOW TO APPOINT A CORPORATE REPRESENTATIVE:
In the case of a Shareholder that is a company or other body corporate, a representative can be appointed to attend
the Annual Meeting by completing the proxy form. In this form, proxy can mean proxy or representative appointed
for a company or other body corporate or entity.
ERRORS AND OMISSIONS:
By signing and returning the proxy paper, you authorise Fonterra, in its sole discretion, to rectify any errors in, or
omissions from, the paper form, including by inserting and correcting details.
REVOKING YOUR APPOINTMENT:
If you change your mind on the appointment of a proxy or representative, you can revoke the appointment by
written notice to the Company. Such notice must be received at the registered office of the Company - Fonterra
Annual Meeting, Fonterra Co-operative Group Limited, Private Bag 92032, Auckland 1142 (or fax to 09 374 9451)
no later than 10.30am on Tuesday, 6 November 2018.
FONTERRA ANNUAL MEETING 2018
COMBINED ANNUAL MEETING
VOTING/PROXY PAPER
FONTERRA ANNUAL MEETING 2018
ANNUAL MEETING PROXY PAPER INFORMATION
10.30AM ON 8 NOVEMBER 2018. FONTERRA LICHFIELD SITE, CORNER SH1 AND WILTSDOWN ROAD, LICHFIELD
For enquiries phone the ELECTION HELPLINE:
0800 666 034

Indicate your vote with a tick
FOR AGAINST
1
Resolution 1: Approval of remuneration of Directors

2
Resolution 2: Approval of remuneration of Shareholders’ Councillors

3
Resolution 3: Approval of remuneration of members of the Directors’ Remuneration
Committee

4
Resolution 4: Appointment of PricewaterhouseCoopers as auditor and authorisation of the
Directors to fix the auditor’s remuneration

5
Resolution 5: Ratification of appointment of Mr Clinton Dines

6
Resolution 6: Approval of Shareholders’ Council programme and budget

Shareholder Proposal
Indicate your vote with a tick
FOR AGAINST
7
Resolution 7: Mr Beach’s Proposal

Surname:
First Name:
Signature:
Details of person completing this Voting Paper:
Supply No.:
Only use this paper if you do not plan to attend the meeting but wish to be represented by a proxy holder at the meeting.
This paper can also be used by a Shareholder that is a company or other body corporate to appoint a representative.
A: Shareholder Details
Name
Supply Number:
Party Number:
B: Appointment of Proxy
If you wish to appoint someone as your proxy, write their full name and address below. The Chairman of the Meeting is willing to act as a proxy.
Primary Proxy: I/We appoint:
Full name of your proxy:
Full address of your proxy:
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders to be held at 10.30am on Thursday, 8 November 2018 and at
any adjournment of that Annual Meeting.
Alternate Proxy: You do not need to appoint an alternate proxy but it is recommended that you do so, unless you are appointing the Chairman of the Meeting as
proxy. The Chairman of the Meeting is willing to act as an alternate proxy. If the person I/we have appointed is unable to be my/our proxy then I/we appoint:
Full name of your alternate proxy:
Full address of your alternate proxy:
C: Voting Instructions You only need to complete this section if you want to instruct your proxy holder how to vote.
FOR AGAINST
Shareholder Proposal
FOR AGAINST
1
Resolution 1

7
Resolution 7
Mr Beach’s Proposal

2
Resolution 2


3
Resolution 3


4
Resolution 4
5
Resolution 5
6
Resolution 6
Signature(s) of Shareholder(s) named in Section A (Please see signing instructions on the next page.)
By signing this form, I/we warrant and undertake that I/we are authorised to sign on behalf of, and bind, the Shareholder(s) named in Section A.
Name of ShareholderSignature
Full name and title of signatoryDate
Name of ShareholderSignature
Full name and title of signatoryDate
Name of ShareholderSignature
Full name and title of signatoryDate
If you are appointing a proxy, return this paper as soon as possible. It must be received by the Returning Officer no later than
10.30am Tuesday, 6 November 2018.
Mail by separating, folding and inserting this proxy paper into the freepost envelope provided.
FONTERRA ANNUAL MEETING 2018
ANNUAL MEETING VOTING PAPER
Use this paper to vote by post or by attending the Annual Meeting to vote in person.
FONTERRA ANNUAL MEETING 2018
ANNUAL MEETING PROXY PAPER

---

FONTERRA ELECTIONS 2018
BOARD OF DIRECTORS
CANDIDATE PROFILES

CONTENTS
FONTERRA DIRECTORS ELECTION INTRODUCTION 1
ATTRIBUTES AND SKILLS 2
REPORT OF INDEPENDENT SELECTION PANEL 3
Jamie TUUTA -
Independent Nomination Process Candidate 6
Ashley WAUGH -
Independent Nomination Process Candidate 9
Peter McBRIDE -
Independent Nomination Process Candidate 12
John NICHOLLS -
Self Nomination Process Candidate 15
Leonie GUINEY -
Self Nomination Process Candidate 18
NOTE ON CANDIDATE STATEMENTS
Each Candidate Profile Statement contains a maximum of 1,000 words (excluding
the Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined
by the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet
points) has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no
responsibility for the content, or accuracy of the content, contained in Statements
supplied by candidates.
Warwick Lampp, Returning Officer – 2018 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 1
FONTERRA DIRECTORS ELECTION INTRODUCTION
Voting is now open for the election of THREE (3) Directors to the Fonterra Board.
This year there are five candidates: three Independent Nomination Process candidates Jamie Tuuta, Ashley Waugh and Peter
McBride, and two Self Nomination Process candidates John Nicholls and Leonie Guiney.
Jamie Tuuta, Ashley Waugh and Peter McBride were nominated by the Fonterra Board after being recommended by the
Independent Selection Panel. The process for their nomination was supported by the Shareholders’ Council in accordance with the
Independent Nomination Process.
The Fonterra Board has provided details of the Attributes and Skills the Board is seeking in the 2018 Directors’ Elections (pages 2-4
of this booklet).
The three candidates recommended by the Independent Selection Panel have been assessed against the desired Attributes and
Skills. The Independent Selection Panel Report outlining the process followed is on page 5 of this booklet. The Panel’s assessment
of their three recommended candidates is included prior to each of these candidate’s Profile Statements.
The Self Nomination Process allowed any Fonterra Shareholder (with the support of not less than 35 different Shareholders)
to put themselves forward as a Director candidate and be considered for election by their fellow Shareholders alongside the
previously announced Independent Nomination Process candidates. John Nicholls and Leonie Guiney are standing through the Self
Nomination Process in 2018.
Date Time Location Venue
Tuesday, 23 October10.00am GoreHeartland Hotel, 100 Waimea St, Croydon, Gore
Tuesday, 23 October 7.00pm Ashburton Ashburton Hotel, 11/35 Racecourse Rd, Allenton, Ashburton
Wednesday, 24 October10.30am Palmerston North Awapuni Racecourse, Racecourse Rd, Palmerston North
Wednesday, 24 October 7.00pm Stratford Stratford Golf Club, Pembroke Road East, Stratford
Thursday, 25 October11.00am Rotorua Holiday Inn, 10 Tyron St, Whakarewarewa, Rotorua
Thursday, 25 October7.00pm Hamilton Mystery Creek Events Centre, 125 Mystery Creek Rd, Hamilton
Friday, 26 October 11.30am WhangareiThe Barge, 474 Maunu Road, Whangarei
Fonterra Director Candidate Meetings
Fonterra Shareholders have the opportunity to meet and
ask questions of the Director candidates at seven meetings
throughout the country.
Chaired by the Fonterra Shareholders’ Council, these meetings
provide a setting in which candidates meet with and answer
questions from Fonterra Shareholders with a focus on
explaining how their governance skills and attributes meet the
requirements of the Co-operative.
The format of the meetings will be that of a panel discussion
whereby candidates are first provided an allotted time to
introduce themselves before the Chair takes questions from
the floor and moderates.
The dates and locations of the meetings are as follows:
First Past the Post Majority Voting
To be elected to the Board a candidate must obtain more than
50 per cent support from Shareholders who have voted. Of the
candidates that get 50 per cent support the three candidates
with the highest proportion of votes will be appointed. Each
Shareholder can vote Yes for up to three of the candidates (but
can choose to vote Yes for none of the candidates, or for only
one or two of the candidates).
If not enough candidates obtain 50 per cent support:
• Another election must be held for the unfilled positions.
• The Shareholders’ Council will have discretion to set rules
for a second election depending on circumstances at the
time – the focus will be on the most efficient process.
• If it sees a need, the Board can use its constitutional power
to make a temporary appointment to fill the vacancy until
the next election (but may not appoint an unsuccessful
candidate).

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 2
All of our Directors must believe in and value the Co-operative
and be able to demonstrate that they have the attributes and
skills needed to deliver governance at a level expected for a
global dairy business.
Directors on most boards operate within a band of governance
experience, from the most experienced through to those who
are newer to the particular role, organisation or industry. Over
time, newer directors gain more experience and this helps
ensure that there is succession on a board as well as a range of
views and perspectives.
In order to attract the best candidates for our Board, we need
to access the attributes and skills that we know are in our
farmer shareholder base that will result in the right balance of
experience and ability on the Board over time. It is important
for candidates and for all our farmer shareholders to be clear
on what is required on our Board to deliver the necessary
performance and to set up our Co-operative for success in the
future.
Based on our discussions during the Governance and
Representation Review and the extensive work we have done
on what makes for a well-functioning board, the Board has
identified a list of attributes (described below) that each
Director of our Co-operative must be able to demonstrate. For
some of these attributes, a Director will continue to develop
expertise but it is important that they are able to show that
they have the attribute and the ability to keep developing in
their role as Directors of our Co-operative.
In addition to these required attributes, our Board requires
a set of skills to deliver good governance. There is no
expectation that each Director will have all of these skills but
it is important that they are appropriately represented across
the Board. Some Directors will have strengths in some of
the skills while others might be still developing them or will
be able to rely on fellow Directors to provide guidance and
expertise in particular areas.
It is also important that the skills required for our Board take
into account the types of opportunities and challenges that
the Co-operative will face in the future, and ensure we are
developing the skills that may not be needed currently but will
be critical going forward.
This means that the search for skills on the Board should
always be looking to extend and build on current expertise. It
is very unlikely that the Fonterra Board Skills List (described
below) will at any given point in time show that all skills are
currently being delivered – it should show the aggregate skills
that are shared across the Board as well as the skills that will
be needed to deliver on the strategy in coming years. This
approach has resulted in a balanced mix of skills related to the
current requirements of the Co-operative, which will continue
to be enhanced to match Fonterra’s future requirements.
A Director needs to demonstrate each of the attributes but
does not need to be able to demonstrate each of the skills. The
key requirement for a Director is that they are able to meet
the governance requirements at the level required for our
Co-operative. From time to time, we will identify particular
skills that may be needed on the Board.
Attributes
We consider that there are certain attributes that all of our
Directors must be able to demonstrate. These are:
• Understanding of and commitment to the highest
standards of governance including an understanding of the
collective group decision making processes adopted by the
Fonterra Board
• Understanding of and empathy with the Co-op
• Ability and knowledge to comprehend the wider
commercial and economic framework in which Fonterra
operates
• Broad governance experience
• Proven track record of creating value for shareholders
• Global perspective
• Time available to undertake a Director’s responsibilities
• Sound judgement
• Ability to apply strategic thought to important issues
• Ability to constructively question, challenge and critique
• Unquestioned honesty and integrity.
ATTRIBUTES AND SKILLS

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 3
ATTRIBUTES AND SKILLS
Skill CategoryDefinition
In Depth Dairy Farming Experience
Has deep “on farm” dairy knowledge, having run or owned a dairy operation as a member
of our dairy Co-operative.
Dairy Industry / Understand Value
Drivers of Milk Price / profit
Well versed in and has in-depth expertise in what drives Fonterra’s milk price and of the
profit drivers of the global Co-operative.
Financial Experience
Has strong financial skills and knowledge gained through business management or is a
highly experienced auditor, or has functional expertise in a senior financial position to
make them a qualified financial expert.
Risk Management Experience
Has had senior level experience in, or has advised at a high level to organisations that
have significant risk management including reputational risk management.
Global Manufacturing / Commodity
Experience
Has experience running manufacturing assets in order to maximise financial return/or
experience at a senior level in a global commodity business.
Global Consumer Experience
Has had a senior level role in a consumer-oriented, retail or consumer goods company
with significant global brands.
Effective leadership
Demonstrated governance leadership experience of large and complex organisations.
A strong understanding of the leadership needs of a modern Co-operative. Experience
managing multiple stakeholders and developing talent.
Commercial / Value creation track
record
Has functional experience as a leader of a large operating business or has been the
primary person responsible for driving significant value creation of either a private or
public organisation, including developing strategy and leading implementation.
Global Experience / Understanding
Has a deep understanding of international issues, has had on the ground experience in
Asia or other emerging markets, or has a proven global mindset.
Technology Strategy and
Governance
Has knowledge and experience in the governance, strategic use and risk management of
technology including information systems.
Corporate Sustainability and
Responsibility Expertise
Has knowledge and a strong understanding of corporate sustainability including the
management of social, environmental and economic factors and their contribution to
long-term value creation.
Innovation and Research and
Development
Has experience in or a strong understanding of the management or governance of
research and development and applied innovation.
Our strength as a co-operative relies on us being able to
maximise the opportunity for our farmer shareholders to move
from their farming businesses to the board room.
An appreciation of the experience and skills required to make
that transition and access to adequate training are essential
for any farmer shareholder who wants to become a Fonterra
Director.
We expect our Board to include Directors with on-farm dairy
knowledge based on having run or owned a dairy operation
as a member of our dairy Co-operative, who are well versed
in what drives Fonterra’s Farmgate Milk Price and profitability
in our global Co-operative, and who demonstrate strong
co-operative values.
For a number of Directors’ Elections, we have used a skills list
made up of the skills the Board requires to govern Fonterra - a
complex, international co-operative, operating in multiple
markets, answering to diverse stakeholders, and delivering
value to its owners. This skills list has been updated regularly
and published in Farm Source and the documents for the
Directors’ Elections each year. The list has also been used to
help with the selection and appointment of our Independent
Directors. In addition to keeping the skills list updated, the
Board has considered the relative weighting of how much of
each skill is needed on the Fonterra Board. This weighting can
be used to establish how much of each skill we need on the
Board over time (ie. how many Directors need to exhibit each
skill and to what level).
Skills List

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 4
The Fonterra Board has produced a Skills Matrix. The purpose
of the Skills Matrix is to show:
• the aggregate skills of the current Board
• for each skill the required level of that skill across the
whole Board and the desired level of that skill
The Board has determined these required and desired levels
based on the right mix of skills to govern Fonterra currently,
the present composition of the Board and the future strategic
needs of the business.
The Skills Matrix uses blue horizontal bars to show the current
aggregated skill of the Board. The whole of each blue bar
represents the current Board’s aggregated level for each skill,
and the lighter shading within those bars represents the skills
of the directors who are retiring by rotation in the current year
(but eligible for re-election).
The darker shading represents the skills of directors who are
not retiring in 2018.
The Skills Matrix was provided to prospective candidates to
show them the skills that the Board is looking for over time,
and should be used as guidance. The Skills Matrix was supplied
to the Independent Selection Panel to assist them as they
assessed the best candidates for the Board, and the Matrix
will also provide useful information for farmers when making
voting decisions.
Based on this Skills Matrix (see below) the Board has
prioritised a list of targeted skills for the Board:
(a) Effective Leadership
(b) Global Experience/Understanding
(c) Financial Experience, and
(d) Global Consumer Experience.
The Board has included Effective Leadership as a targeted
skill in 2018. The Board continuously aims to build the level of
governance leadership experience on the Board.
2018 Skills Matrix – Aggregated Skills of existing Fonterra Board
Skills Matrix
In Depth Dairy Farming Experience
Dairy Industry / Understand Value Drivers of Milk Price / Profit
Financial Experience
Risk Management Experience
Global Manufacturing / Commodity Experience
Global Consumer Experience
Effective leadership
Commercial / Value creation track record
Global Experience / Understanding
Technology Strategy and Governance
Corporate Sustainability and Responsibility Expertise
Innovation and Research and Development
Skills of Directors not retiring in 2018Required skill level
Aggregated skills of existing Fonterra Board
Desired skill levelSkills of Directors retiring in 2018 (but eligible for re-election)

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 5
Introduction
This report sets out the 2018 process undertaken by the
Independent Selection Panel (Panel) to rigorously assess
and evaluate potential Farmer Director candidates and make
recommendations to the Nominations Committee of the
Fonterra Board (Nominations Committee) in respect of the
upcoming Fonterra 2018 election of directors.
The Panel was formed in 2016 by the Fonterra Board of
Directors and the Fonterra Shareholders’ Council. The
membership and operations of the Panel are independent of
Fonterra.
The Panel Members for 2018 are as follows:
• Dame Alison Paterson, Independent Chair appointed by
the Panel members
• Mr John Spencer, Independent Member appointed by the
Fonterra Board
• Mr Tony Carter, Independent Member appointed by the
Fonterra Shareholders’ Council
The objectives of the Panel are:
• To have high quality Farmer Director candidates nominated
for election to the Board of Fonterra; and
• That Shareholders will be better informed in the electoral
process.
2018 Process Undertaken by the Panel
The Panel met in May and June to:
• Appoint an independent secretariat to assist the Panel;
• Note the required attributes and skill requirements for
director candidates;
• Agree the Panel Search Brief for director candidates; and
• Agree the timetable to be followed in respect of the 2018
process to be conducted.
The Panel engaged an independent search agent to assist
the Panel in their assessment activities, including contacting
candidate-nominated referees.
Following review of the nominations received, the Panel
decided to interview a short-list of the candidates that had
applied.
The Panel instructed the independent secretariat to arrange
interviews with the selected candidates. The interviews were
all conducted over a two-day time-period. Time was allowed
for deliberation after each interview and following conclusion
of all interviews.
During the selection process, the Panel undertook a rigorous
assessment of each candidate’s attributes, skills and
experience relative to those identified in the 2018 Candidate
Handbook published by Fonterra, with particular regard given
to the four targeted skills identified by the Fonterra Board.
The Panel considers that the interview process was conducted
in such a way that each candidate had the same opportunity to
demonstrate why their attributes and skills meant they should
be recommended by the Panel to the Nominations Committee
of Fonterra for consideration to stand for election.
The Panel unanimously selected three candidates to
recommend to the Nominations Committee to stand for
election as directors of Fonterra. These three candidates were
considered to have best demonstrated all of the attributes
and a range of the skills expected of directors of Fonterra (as
described in the 2018 Candidate Handbook). When making
the recommendation to the Nominations Committee, the
Panel provided the Nomination Committee with the Panel’s
rationale for each candidate’s inclusion and an overview of the
Panel’s assessment findings.
Yours faithfully
Independent Selection Panel
REPORT OF INDEPENDENT SELECTION PANEL
Appointed In Respect of Fonterra Co-operative Group Limited (Fonterra) Election of Directors
Dame Alison PatersonMr John SpencerMr Anthony (Tony) Carter
3 September 2018

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 6
Independent Nomination Process Candidate
Independent Selection Panel (ISP) Assessment
An experienced and youthful Maori leader, Jamie Tuuta
grew up in Taranaki and sees the considerable role Fonterra
plays in the creation of wealth for the area, as well as New
Zealand and Maori land-based entities. He has held a range
of governance positions in dairy farming, iwi commercial
development, fisheries, investment, health, Maori
leadership development, tourism and education. Jamie is
the former Chair of Parininihi ki Waitotara Incorporation
(PKW) – a large, land-based farming and dairy operating
company, and the Ngati Mutunga ki Wharekauri Asset
Holding Company. An extensive governance career includes
former directorships of Tuiora Ltd, Taranaki Investment
Management Ltd, Wools of New Zealand and the lobster
export business, Port Nicholson Fisheries Ltd. In addition,
he was also a member of the Government appointed
Investment Advisory panel for the Primary Growth
Partnership.
Jamie is passionate about investing in innovation and
increasing the economic and environmental performance of
our primary industries, particularly the Maori pastoral and
fishing sectors. He has a particular interest in building and
developing emerging talent.
Jamie is a recipient of the 2010 Sir Peter Blake Emerging
Leadership Award. He was also the recipient of the Maori
Young Business Leader of the Year Award in 2016.
ISP’s Assessment of Jamie’s Capabilities Relative to 2018
Attributes:
The Panel considered Jamie’s governance capability to be
very strong and demonstrated particularly by his recent,
successful execution of the Maori Trustee role, where he
had oversight of $1bn of assets. The depth of his experience
was also evident, his having had governance positions in iwi
and Maori-owned organisations since his youth. This also
spoke to him proving sound judgement. This was supported
by his referees who also highly rated his ability in this area.
His fresh perspective in respect to his understanding and
empathy with the Co-op also impressed the Panel. Jamie
profoundly appreciates the contribution and participation
of Maori to the Co-op and spoke powerfully about how
intergenerational stewardship of the land changed the
economic focus of Maori-owned farms operating within
the organisation. This cultural lens on what is an important
issue for Fonterra, demonstrated strategic thought and
proved highly illuminating.
The Panel also considered his knowledge of the commercial
and economic framework in which Fonterra operates and
his broad governance experience to be very solid. Despite
his experience being mainly in the iwi sector, the Panel
viewed his experiences within those organisations to be
wide-ranging. In that regard too, he had delivered value to
shareholders.
Jamie’s forthright, thought-provoking, but respectful style
demonstrated an ability to effectively question and critique
in an authentic presentation at interview.
ISP’s Assessment of Jamie’s Capabilities Relative to 2018
Skills:
Leadership was the priority skill, where Jamie not
only demonstrated significant current ability, but also
considerable potential for development to an even higher
level in the future. The Panel considered him to have a
natural authority or ‘Mana’ which was presented with an
impressive confidence and humility.
Jamie’s connections into Government are both very
established and are continuing to grow. He is a sought-after
speaker on the subject of Maori governance and is part of
a recent New Zealand delegation to the United Nations to
contribute that perspective.
He has some experience and understanding of the global
marketplace through his governance roles, particularly
within fisheries – Moana NZ and Port Nicholson Fisheries
Ltd - and Tourism NZ, and certainly has the ability to grow
in that area. The Panel considered his financial experience
to be solid, given the level of responsibility as Maori Trustee
(previously detailed).
In relation to the wider skill set required, he has solid
understanding of dairy farming and the value drivers of
milk price, particularly through his Chair role at the dairy
Jamie TUUTA
Independent Nomination Process Candidate
Mobile: 027 484 3644
Email: jamie.tuta@gmail.com
After being recommended by the Independent Selection Panel, Jamie Tuuta was nominated as a candidate by the Fonterra Board. The
process for his nomination was supported by the Shareholders’ Council in accordance with the Independent Nomination Process.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 7
Independent Nomination Process Candidate
operating company, PKW Farms Ltd. Multiple governance
roles have given him a solid understanding of risk.
Jamie has an innate, cultural commitment and appreciation
of corporate social responsibility and the Panel felt he
would add value and a deeper insight in that area.
I am passionate about the New Zealand primary sector and
the benefits of a strong cohesive co-operative that delivers to
farmer shareholders and the broader community.
Why am I standing?
Fonterra is critical to New Zealand’s success economically
and environmentally and we must ensure that we take the
necessary steps to make Fonterra the global leader.
In doing this Fonterra has the role of maximising the value
of our farmers’ milk and making quality decisions regarding
capital allocation. In order to do this we need a board that:
• Is committed to and owns the strategy;
• Has an effective governance culture that sets the example
for the wider organisation;
• Holds the management to account;
• Ensures the probity of financial reports and a high standard
of compliance with regulatory environments.
We are operating in a very dynamic environment that requires
the Co-operative to understand our risks, and devise means to
reduce exposure and build our resilience. We have mounting
public pressure domestically and need to win the confidence
of the government whilst at the same time ensuring that we
continue to focus on a consumer led strategy that is globally
competitive and delivers value to our shareholder farmers.
The co-operative philosophy is one which aligns with my own
values and the Maori world view that I bring. I work on the
basis that as a board member of Fonterra you are the guardian
of the future against the claims of the present. This approach
requires careful balancing of often competing tensions to
ensure equity among our farmer shareholders both current
and future. We have a legacy to uphold and build on.
I am very passionate about Fonterra delivering value to farmer
shareholders. I believe Fonterra should be the exemplar
for other New Zealand and global companies. Fonterra has
the opportunity to lead the way in being a company that
demonstrates appropriate environmental, social and cultural
standards alongside outstanding financial performance.
Empathy with Farmers and the Co-op
I have a deep understanding of dairy farming as an owner
and director. I am a shareholder of PKW Incorporation a large
land based farming business in Taranaki and had the privilege
of being a director and chair of the Incorporation for 6 years
before being appointed the Maori Trustee.
As the Maori Trustee and CEO of Te Tumu Paeroa for the past
7 years I have worked closely with farmers and land owners
to develop resilient businesses for the future. I have also
maintained a close connection with the evolution of the co-op
over the years given its importance to my area of work.
Governance Experience
I am an experienced governor and have held a range of
governance positions over the past 20 years in the areas of
iwi development, agribusiness, fishing, investment, health,
housing, tourism, philanthropy and education.
My breadth of experience and leadership across multiple
sectors and businesses including a deep understanding of
the Maori economy would be of benefit to the board and the
Co-operative.
I am a director of Moana New Zealand Ltd an export fishing
company and Taranaki Whanui Ltd an iwi investment entity.
I chair Te Ohu Kaimoana Trustee Ltd, Te Rūnanga o Ngāti
Mutunga, the Taranaki Mounga Project and Maori Television.
I am also a board member of Tourism New Zealand which
is responsible for marketing New Zealand as a destination
globally.
I am a former director of Wools of New Zealand, Port
Nicholson Fisheries Ltd a lobster export business, Taranaki
Investment Management Ltd which owned VDL in Tasmania
and the New Plymouth PIF Guardians Ltd a perpetual
investment fund owned by the New Plymouth District Council.
I was the chair of Parininihi ki Waitōtara Incorporation a
large land based farming business, and the Ngāti Mutunga ki
Wharekauri Asset Holding Company. I was also a member of
the Government appointed Investment Advisory Panel for the
Primary Growth Partnership and a steering group member of
the Te Hono Primary Sector Bootcamp.
Through my role as Maori Trustee I was also a trustee
and director of multiple land trusts, farming and kiwifruit
enterprises.
Candidate Profile Statement

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 8
Independent Nomination Process Candidate
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am an owner and shareholder of Fonterra via my shareholding in Paraninihi ki Waitotara Incorporation (shareholder
number 2026573), trading as PKW Farms LP jointly with associated persons (as defined in the Financial Markets Conduct
Act 2013) which holds 3,161,362 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.
Risk and Financial Matters
I have a sound understanding of risk and financial matters
from both an executive and governance perspective. I have
been a member of a number of audit and risk committees
across a range of sectors.
Global Experience
I have current and previous experience as a director of
companies that operate and or export globally in the seafood,
strong wool and tourism sectors. Through these roles, I have
had the opportunity to deepen my understanding of global
markets through exposure to the challenges and opportunities
of operating globally. I have also participated in in market
visits and undertaken professional development.
Qualifications and Awards
I have a BSc and have undertaken professional development
here in New Zealand and offshore.
• Young Maori Business Leader of the Year Award 2016
• Te Hono Boot Camp (Stanford University) 2015
• New Zealand Boot Camp (Stanford University) 2014
• Maori Leaders Boot Camp (Stanford University) 2013
• Primary Sector Boot Camp (Stanford University) 2012
• Sir Peter Blake Emerging Leadership Award 2010
• Fonterra Governance Development Programme - 2010-
2011
• 2005 & 2010 – IOD - 5 Day Company Directors Course
• First Nations Futures Fellowship - Business and
Environmental Management Programme (Stanford
University, USA) 2007-2008
• Deliberative Democracy and Sustained Dialogue Training -
2005 – 2006
• Bachelor of Science BSc
Current Governance Roles:
• Maori Trustee – Statutory Trustee (ends October 2018)
• Chairperson - Maori Television (Broadcasting/Media)
• Board Member – Tourism New Zealand (Tourism/
Marketing)
• Chairperson -Te Rūnanga o Ngāti Mutunga
• Chairperson - Taranaki Mounga Project Limited
(Environmental Restoration Partnership)
• Director – Taranaki Whanui Limited (Iwi Investment)
• Trustee – Venture Taranaki Trust (Economic Development
Agency)
• Chairperson - Te Ohu Kaimoana Trustee Limited (Fishing)
• Director – Aotearoa Fisheries Limited/Moana New Zealand
(Fishing)
• Director - Tamaki Makaurau Community Housing Limited
(Housing)
• Advisor – NEXT Foundation Advisory Board (Philanthropic)
I welcome the opportunity to contribute to the future of
Fonterra.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 9
Independent Nomination Process Candidate
Independent Selection Panel (ISP) Assessment
Ashley Waugh is a company director and passionate dairy
farmer who has served on the Fonterra board for three
years.
He farms 300 cows with his wife Catherine and has a
commercial background, starting his career at Ford Motor
Company, before joining the former Dairy Board where he
held senior, executive trans-Tasman positions until 2001. He
then joined Australia’s National Foods, going on to become
Chief Executive and Managing Director.
During a period of eight years there, he led a deal that
resulted in large-scale food and beverage company Kirin
acquiring National Foods. Kirin merged National Foods with
Lion Nathan in 2009, and Ashley returned to New Zealand.
The move ended a longstanding international career.
His wife has a Taranaki dairying background which
influenced the couple to buy a dairy farm in Te Awamutu.
Ashley is a former Chair of Moa Brewery and also sits on the
boards of Seeka Kiwifruit Industries Ltd and Colonial Motor
Company.
ISP’s Assessment of Ashley’s Capabilities Relative to 2018
Attributes:
The Panel considered Ashley to be a strong performer when
assessed against the attributes required by the Fonterra
board.
Members viewed his governance level, understanding of
the Co-op and also its commercial and economic framework
to be very strong, as might be expected from an incumbent
board member.
He has broad governance experience and really shines in
his understanding of global markets and trading cultures in
the food industry, notably at National Foods and with the
NZ Dairy Board, where he has had significant, international
experience and which the Panel thought to be exceptionally
valuable to the Fonterra board.
Ashley spoke convincingly about his focus on commercial
performance and strategy. The Panel believed he
demonstrated that he is a very effective, strategic thinker
and sound judgement-maker with a fearless approach to
robust questioning and challenge around the board table.
His track record of driving commercial success through his
previous executive roles gave the Panel clear evidence of his
ability to add value for the shareholder.
As Group Executive and CEO at National Foods for example,
he had oversight of growth in revenues from $1.2bn to
$2.5bn.
In general, the Panel considered Ashley’s focus generally
to be highly commercial, but attractively sensitive to co-
operative values and ethos.
ISP’s Assessment of Ashley’s Capabilities Relative to 2018
Skills:
Measured against Fonterra’s priority skills, the Panel viewed
Ashley’s appreciation of global markets and consumers as
very extensive and also very aligned to the food sector and
the international markets relevant to the Co-op, such as
Asia and Pacific regions.
His financial understanding, particularly in relation to the
Co-op’s activities and decision-making was solid. The Panel
questioned him on Fonterra’s recent, poor performance and
he maintains there is more work to be done on strategy
and culture. Panel members were convinced Ashley could
add value in these areas and in the process of determining
strategy for a more successful future.
Ashley’s leadership capability is very solid, and he
demonstrated a deep understanding of the milk price and
its drivers to the Panel, as perhaps would be expected of
a Fonterra director with three years of experience on the
board.
Ashley WAUGH
Independent Nomination Process Candidate
Mobile: 0276 107 977
Email: awan4080@gmail.com
Ashley Waugh was endorsed as a candidate by the Fonterra Board.
After being recommended by the Independent Selection Panel, Ashley Waugh was nominated as a candidate by the Fonterra Board.
The process for his nomination was supported by the Shareholders’ Council in accordance with the Independent Nomination
Process.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 10
Independent Nomination Process Candidate
Who am I?
Catherine and I farm south of Te Awamutu at Pokuru with our
long-term sharemilkers Eddie and Sue Krielen. We calve down
about 300 cows on this property which we run as a system 2
seasonal supply operation and I am actively involved in the
management of our farm here in the Waikato.
We have various family members involved in dairy farming
across the Waikato, Taranaki and Southland so as a family, we
are well committed to Fonterra.
Along with my role as a director of Fonterra, I am also on the
boards of Seeka Kiwifruit in Te Puke and The Colonial Motor
Company in Wellington.
Three Years Service
I take all of my directorships seriously and believe that if you
are going to do something, give it your all and always put your
best foot forward. This has certainly been the case in terms
of being a Director of Fonterra which is a demanding role in
terms of time commitment and intellectual challenge.
Having worked for the New Zealand Dairy Board in my
corporate career and already being an experienced governor I
did feel well prepared in taking up my directorship at Fonterra.
Never-the-less it is still a challenging role but one I have
enjoyed.
I do not take your support for granted and feel that you have
entrusted me to be a governor of your investments, and I owe
it to you to do justice to that responsibility.
I have served on a range of Fonterra sub-committees in the
past three years which has given me an excellent overall
knowledge of “Today’s Fonterra”. I have been involved with
the Co-operative Relations Committee, the Milk Price Panel
and am currently on the Audit and Finance Committee and am
Chair of the Risk Committee.
Three More Years
Those shareholders who supported me at the last election will
recall I committed to a minimum of six years – I am looking for
your support at this election to serve for a further three years.
My background as a Senior Executive in the global dairy
market, and my previous role of CEO of Australia’s largest
food and beverage company (National Foods) results in me
being well matched to the Skills Matrix requirements for this
election cycle – my resume demonstrates a career of effective
leadership, global experience in the dairy sector especially in
the branded food business and I am financially astute as an
experienced executive.
Passion
The information above tells you that I am suited to the
challenge of representing you on your board. But let me
outline for you what I’m passionate about:
1. I believe we need a strong co-operative in New Zealand
that works hard to maximise performance, dividend
return to shareholders on top of a transparent globally
competitive milk price – the changing landscape of the
New Zealand dairy industry with increasing numbers of
“corporate” players means we need to keep the industry
honest – and the way to do that is to have a strong Co-op
committed to maximising total return to our shareholders.
2. Our social licence to farm is coming under threat. We are
operating in a changed political environment and changing
environmental regulation is a certainty. We have done a
lot to address this as Fonterra shareholders to get in front
of this environmental challenge but it appears we are
struggling to win the hearts and minds of New Zealanders
– this has got to change.
Candidate Profile Statement
Manufacturing and value creation however are in
Ashley’s blood and the Panel viewed these skills as his
greatest strengths. He was not able to demonstrate a
deep understanding of new technologies, but was able
to articulate a commitment to innovation, research
and development in an environment of corporate
social responsibility not just in his Fonterra role, but in
his executive background. As CEO of National Foods
Australia for example, he restructured the company from a
production-led culture to an innovative, customer focused
FMCG business.
Overall, the Panel considered Ashley to be an energetic and
ambitious contributor, offering a number of high-level skills
required by the Fonterra board.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 11
Independent Nomination Process Candidate
We are an important part economically and socially in
our rural communities and I get very annoyed by those
who portray us as environmentally destructive, and a
commodity trader – we are much much more than that –
we need to be proud of Fonterra and what it stands for and
what Fonterra does for us and New Zealand.
3. DIRA represents as much an opportunity as it poses an
issue for Fonterra. Thinking about our Co-op’s future and
ensuring we drive change that is healthy for our business in
the long term means thinking through strategically where
we want our business to be; negotiating that position with
Government will be a challenge for the board and the
wider farming community.
4. I am passionate about holding management to account to
deliver superior commercial performance – not good; not
OK; but superior measured against the return we get on
the funds we have invested in our shares. Our dividend is
that measure of success. It’s simply not good enough to fall
off the log one in three years and this frustrates all of us.
It is difficult for you as shareholders to judge your directors
on this issue of holding management to account. I feel I
get the balance about right – pressure on management to
perform is important, but so too is encouraging them to
exceed our expectations.
Thank you for reading my profile - I have and will continue to
work hard for you and our Company should you elect me to
your board.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a supplying shareholder of Fonterra via my shareholding in Puke Roha Ltd, trading as Primrose Hill Farm jointly with
associated persons (as defined in the Financial Markets Conduct Act 2013) and hold 115,812 Fonterra shares.
Directorships:
• Seeka Kiwi Fruit Industries – Te Puke
• The Colonial Motor Company Ltd
To the best of my knowledge and belief the disclosures set out above are full and complete.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 12
Independent Nomination Process Candidate
Independent Selection Panel (ISP) Assessment
A highly respected and longstanding leader in the kiwifruit
industry, Peter McBride was elected to the Zespri board
at the age of 38 and now serves as Chair. Peter has a deep
connection to the land, having been raised on a farm
in Manawaru, Waikato. In addition to kiwifruit, he has
extensive dairy farming experience and interests. Following
university, he spent four years managing properties in the
horticulture sector before switching to dairy and assuming
contract milking and 50/50 sharemilking roles in the South
Waikato for 9 years. He maintains involvement through
a private interest in dairy farming and operates Trinity
Lands as CEO. He has a reputation for being an inspiring
individual with significant commercial, global experience
and an intuitive understanding of trade and customer
relationships in the primary sector. He is passionate about
the co-operative model and believes he has the credibility,
energy and commitment to make a significant contribution
to Fonterra.
ISP’s Assessment of Peter’s Capabilities Relative to 2018
Attributes:
The Panel acknowledged Peter showed an extremely strong
alignment to the attributes required by the Fonterra board.
He was able to demonstrate a very high standard of
governance in his career to date, a passion for the Co-op
and for the broader co-operative ethos, both through
his role as Chair of Zespri and his life-long dairy farming
background and continuing farming interests as CEO of
Trinity Lands.
Whilst he has served on the board of Zespri for 16 years – 5
years as Chair – the Panel considered he had very broad,
governance experience because of the challenges presented
by the role and a related role at the Kiwifruit Vine Health
(KVH) organisation, which he had also previously chaired.
The Panel viewed his track record of adding value
for shareholders as exemplary. Peter also spoke with
understated satisfaction about the judgement calls he and
the team made in response to the high-profile PSA disease
crisis, which had proved to be highly effective and made
under great pressure from shareholder/growers and central
Government. This also spoke to his ability to apply strategic
thought to important issues.
The Panel assessed his decision-making to be highly
intuitive and supported by a strong focus on business
ethics, global compliance frameworks and company culture.
Peter’s global perspective comes from extensive travelling
to view Zespri’s overseas markets and the Panel were
satisfied he had a very good understanding of the
practicalities of overseas operations, including trading in
different consumer cultures and the audit of customers
globally.
Peter will soon be retiring from the Zespri board and
therefore has the availability as well as the ambition and
energy to contribute fully to the Fonterra board.
Despite his many achievements to date, Peter showed a
high degree of self-awareness and humility with regard
to the extent of his knowledge of Fonterra as a company,
without being on the board, which was admired by the
Panel.
ISP’s Assessment of Peter’s Capabilities Relative to 2018
Skills:
In relation to the identified priority skills, Peter
demonstrates solid financial understanding which stems
from his governance role and his executive position.
The Panel clearly appreciated his effective oversight of a
business with market capitalisation of $1bn. He also has
a solid understanding of risk management, having been
on the Zespri Audit and Risk Committee for more than six
years.
Peter impressed the Panel with his leadership track record.
He has faced considerable challenges in his Chair role at
Zespri in particular, dealing with a complete turnaround
of the business following the PSA crisis (previously
mentioned), a Serious Fraud Office investigation lasting 4
years, the introduction of an NZ Kiwifruit Industry Strategy
project and the implementation of unpopular constitutional
change – a result which further demonstrated to the
Panel his influencing capability. Peter has a rather quiet
Peter McBRIDE
Independent Nomination Process Candidate
Mobile: 021 481 907
Email: peterm@trinitylands.co.nz
After being recommended by the Independent Selection Panel, Peter McBride was nominated as a candidate by the Fonterra Board.
The process for his nomination was supported by the Shareholders’ Council in accordance with the Independent Nomination Process.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 13
Independent Nomination Process Candidate
and reserved personality, yet the Panel observed that his
communication style as a leader was compelling in its focus,
succinctness and authenticity.
In terms of global experience, the Panel acknowledged
his extensive foreign travel experiences and exposure to
international markets. Peter’s understanding of direct
consumer and trade marketing of an effective consumer
brand were also recognised by the Panel to be potentially
very valuable to the Fonterra board.
In the wider skills context, the Panel rated Peter’s
understanding of farming and the value drivers of the milk
price as strong. His ability to add value for shareholders has
been evidenced in the commercial success of Zespri.
Overall, the Panel considered Peter’s skills, experience and
personal style to be a potentially exciting addition to the
Fonterra board.
I was born in the Waikato and raised on a Dairy farm near
Manawaru.
After graduating from University I spent 4 years managing
properties in the Horticulture sector before switching to Dairy
and assuming contract milking and 50/50 share milking roles
in the South Waikato for a period of 9 years.
In 1999 I returned to the Kiwifruit sector managing large
scale orchard developments. My corporate governance career
started when I was elected to the Zespri Board at the age of
38. I am 54 years of age and married to Linda, with four adult
children.
ATTRIBUTES:
I believe I do have the attributes necessary to be an effective
Fonterra Director. I understand well the role and responsibility
of a Director, the importance of mutual respect, consensus
and binding decision making and Board confidentiality. I have
a proven track record of both leading through a crisis and
extremely complex difficult situations to understanding and
driving real value for both farmers and shareholders. I have
a strategic and global mindset, very focused on performance
and have no interest in petty politics or Industry tribalism.
My understanding of and commitment to the Co-op ethos is
clearly demonstrated through the long-term commitment of
the businesses I am involved with and lead.
TARGETED SKILLS:
Effective Leadership – Prior to assuming the role as Chairman
of Zespri I was tasked with leading the response to PSA in the
NZ Kiwifruit Industry as the inaugural Chairman of KVH. This
was an incredibly challenging role as we faced a very uncertain
future. During my role as Chairman of Zespri there have been
a number of critical challenges and accomplishments:
• Historical customs duty issues in China; complex legal,
cultural and ethical issues.
• A Serious Fraud Office Investigation that went on for over
4 years.
• Engagement in and Leadership of the NZ Kiwifruit Industry
Strategy Project.
• Amendments to the NZ Kiwifruit Industry Regulations
through positive Government engagement.
• Constitutional change that lead to limitations being placed
on shareholders that enhanced grower ownership and
control of the company to better reflect our co-operative
ethos.
• The development of a Sales and Marketing hub in
Singapore where our new CEO is domiciled now, to truly
become a consumer orientated market led global business.
• Driving performance in terms of record grower returns,
orchard values, share value growth and company market
cap.
Global Experience / Understanding – I have travelled
extensively over the last 16 years with a particular interest
in global supply locations and interacting with farmers
prior to my role as Chairman and since then more of an in-
market focus. I have travelled mostly to and have the best
understanding of culture and business in China, Japan, Taiwan,
Korea, SE Asia, Italy, France, Spain, Germany, Benelux, Brazil
and Chile.
Financial Experience – In my governance role I have had
oversight for a business with a market cap of in excess of $1B,
(relatively light in terms of capital intensity) and a revenue
line of $2.39B. I have been a member of the Audit and Risk
committee for over 6 years. In my current management roles, I
have responsibility for over $460M of agribusiness assets.
I am financially literate and I understand effective risk
management.
Candidate Profile Statement

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 14
Independent Nomination Process Candidate
Global Consumer Experience – I have had Governance
experience as part of a Board that now oversees $165M in
direct consumer and trade marketing. Zespri is an effective
global consumer brand, it is recognised as the No 1 fruit brand
in China and within the top 5 fruit brands in most of our major
markets. I have a good understanding of the strategy and
key performance measures that are required in relation to
effective marketing and innovation.
WHY FONTERRA?
• I am coming towards the end of my Governance career
at Zespri and believe I have the experience, credibility,
energy and personal commitment to make a significant
contribution to NZ Agribusiness and to Fonterra.
• It is critical for NZ farmers that the Dairy Industry has
a successful Co-op leading it, that is an absolute non-
negotiable. There are many complex issues facing the
business, least of all environmental sustainability, risk
of diminishing supply, capital structure and efficacy and
increased competition.
• Fonterra has some key challenges to re-establish its
relationships with the NZ Government, the NZ public
and indeed to win back the hearts and minds of its own
shareholders and farmers. We want to be proud of our
vocation and our company.
QUALIFICATIONS:
Bachelor of Horticulture (Massey)
PG Dip. Com – Agribusiness (Lincoln)
Certificate in Company Direction
Kelloggs Rural Leadership Program (Lincoln)
CURRENT GOVERNANCE ROLES:
Chairman and Director of Zespri Group Ltd
Director of Zespri International Ltd and other subsidiaries
Director of Zespri Innovation Co Ltd
Managing Director of South-East Hort Ltd and other
subsidiaries
Member of the Executive Board of the New Zealand China
Council
Director of the New Zealand International Business Forum
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
• I am a director and supplying shareholder of Fonterra via my shareholding in Crocodile Farms Ltd, which holds 486,773
shares
• I am Chief Executive Officer of supplying shareholder Trinity Lands Ltd, which holds 4,996,815 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 15
Self Nomination Process Candidate
John NICHOLLS
Self Nomination Process Candidate
Mobile: 0275 416 117
Email: john@rylib.co.nz
What do we need?
Vision, Culture, Strategy and Execution are needed for
business to succeed.
When we voted to create Fonterra 17 years ago, our vision
was for a Company that would lead on the global stage, would
create new and sustainable wealth for our industry and would
be a national champion that all New Zealanders would be
proud of.
New Zealanders continue to see us as greedy and uncaring.
Our successes are marred by some major economic losses
within Fonterra. While risk is a constant in business, when it is
most needed effective leadership seems to be absent.
As farmers, we have invested much more on-farm than we do
in Fonterra. A strong, capable and forward-looking Fonterra
is critical to help us protect and enhance this investment on-
farm. The loyalty and engagement of our fellow farmers and
support of New Zealanders is critical to a strong Fonterra, yet
we are losing their trust.
We need to turn this around with a long-term,
intergenerational focus. We need a business that we, our
families/whanau and our communities will be proud of. A
business that the next generation want to be part of – asking
“why not?” instead of “why?” If Fonterra cannot achieve this,
we risk a future where time and energy are diverted from the
market to focus on a senseless battle for milk procurement
and the opportunity for industry leadership will be lost.
We can do this through engaging with our shareholders and
New Zealand stakeholders; working with them to create a
vision for our company and industry that New Zealand is
proud of.
We’ve become isolated, misunderstood and defensive. We’re
seen as the enemy and perceived negatively. Our campaigns
to fix this communicate that we’re big and important, but fail
to communicate that we care deeply about New Zealand and
New Zealanders.
Our Fonterra needs a culture that is agile and nimble,
responsive to the needs of customers and stakeholders. We
need to celebrate our regional strengths and build on our
provenance; the Waikato river, Mount Taranaki, Southland
grass-fed and Canterbury alpine waters.
Strategy and execution are the tools to deliver on our vision
and culture. They’re important, we need to get them right, we
need to understand them and deliver on them. We need to
drive financial performance, strengthen our balance sheet and
right-size our cost base.
The work ahead will be tough, but if we get our vision and
culture right, execute strategy that our shareholders and
stakeholders believe in, we can create a Fonterra that we are
all proud of.
Who am I and What Do I Bring?
I am a first generation dairy farmer (and make my living from
dairy farming). My wife Kelly and I own Rylib Group which
has six dairy farms in Mid Canterbury. We are a family values-
based business that has worked extremely hard over the years
to be committed to people, culture, environmental excellence
and growth. Our company brand and reputation is what
defines us and what drives us to succeed.
I graduated from Massey University in 1989 with a Degree
in Agriculture and Post Graduate Diploma in Agricultural
Science. I started my career in dairy farming in 1996,
converting a sheep farm in South Wairarapa. In 2005 we
shifted our focus to Mid Canterbury and currently employ 30
staff, milking over 5,000 cows producing 2,500,000 kg/ms.
I was privileged to serve for three years on the Shareholders’
Council, including on the Performance Committee, Fair Value
Committee and as an observer on the Milk Price Committee.
During this time, I gained a greater understanding of the
importance of serving the co-operative and developed broad
and sound knowledge of the commercial and economic
framework that Fonterra operates within.
I am an experienced company director and have served on the
Board of MHV Water (formerly Mayfield Hinds Irrigation Ltd)
and was elected Chair in 2013. MHV Water is New Zealand’s
largest inter-generational irrigation co-operative, owned by
200 farming entities and supplying irrigation water to over
50,000 hectares of land in the Ashburton District.
John Nicholls is standing as a candidate under the Self-Nomination Process. He did not participate in the Independent Nomination
Process, and so was not considered for nomination by the Fonterra Board or support of the Shareholders’ Council.
John provided the following statement, and the assessments and views on attributes and skills are his own.
Candidate Profile Statement

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 16
Self Nomination Process Candidate
As Chair I have helped lead the organisation, and our
shareholders, through a period of major change as we have
taken on greater environmental responsibility. With the
support of our shareholders we formed MHV Water from the
merger of two neighbouring irrigation companies. We have
expanded our scheme to better utilise the water resources
available and now manage nutrient consents on their behalf.
I have also served and currently serve on other local Boards.
I have travelled extensively through Europe, Asia, North Africa,
South America and the USA looking at diversifications and
industry leading initiatives. I attended the BNZ Pasture to
Plate Agribusiness Tour of China in 2015.
Values and capability are the key attributes of leadership.
To create the Fonterra that we want, we need directors who
bring the values that we share as farmers and who have the
capability to make a difference.
Those who know me would call me tough but fair. I believe
that actions speak louder than words and I strive to act with
honesty and integrity. I work hard to bring energy and focus,
I hold myself and others to account and I’m not afraid to make
hard decisions when needed. I believe in developing people;
I respect others and grow the people within my own business.
I seek and welcome feedback so that I can challenge the status
quo.
Why I have elected to stand as a Self-Nominated Director?
We need Fonterra to have Co-operative Directors who have
the governance and commercial skills to make a positive
contribution. While the independent nomination process
seeks to achieve this, it is not yet fully fit-for-purpose. It
inherently favours candidates whose primary career has been
off-farm (or are already on the Fonterra Board) at the expense
of directors whose livelihood depends on dairy farming. It
provides shareholders with too little choice and I question
whether any of our great industry leaders of the past would
have made it in this process.
Candidate Interest Statement
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group:
I am a supplying Shareholder of Fonterra (in my name) jointly and with associated persons (as defined in the Financial
Markets Conduct Act 2013) as follows:
• Ma Taua Dairies Ltd 466,000 Co-operative shares
• Delarbe Farm Ltd 262,000 Co-operative shares
• Fairmont Farm Ltd 336,000 Co-operative shares
• Mahanga Dairies Ltd 395,000 Co-operative shares
• Kairoa Dairies Ltd 374,000 Co-operative shares
• Akitu Dairies Ltd 181,000 Co-operative shares
To the best of my knowledge and belief the disclosures set out above are full and complete.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 17
Self Nomination Process Candidate
Entity NameFarm IDShareholder Name
EK & MJ Chisnall Ltd37066, 37067, 37072, 39625, 37189, 37184Evan Chisnall
Greig Farming Ltd45300Owen Greig
Couper & Couper Ltd11705Simon Couper
Diversion Farm Ltd46170Lloyd Rayner
D&D Dairies Ltd46049Greg Duckett
Three Spring Dairies Ltd37225Willy Leferink
Keswick Farm Dairies Ltd38747Richard Stalker
Clearview Farms Ltd78915Phillip Herdman
Melrose Dairy Ltd37065, 37064, 37068Mark Slee
Pahautea Limited Partnerhip46158Alexander Bidwill
AR Mockford Family Trust73808Allan Mockford
Rotopai Farms Ltd46102, 46103, 46104Stewart Weatherstone
Amuri Dairying Ltd37905, 37912, 37919Andrew Benton
Delvin Kapuni Ltd41652Steve Poole
GRALYN FAMILY TRUST NO1 & NO242974Graham Robinson
Wilmar Farms Partnership10202William Tye
Gow Family Trust21743Matthew Gow
Back Track Dairies Limited37240, 37241Jeremy Casey
Glenheath Farming Company Ltd47271John Gunson
Westmorland Estate Ltd76727Sue Fish
Aranui Dairies Ltd45549Andrew Gillespie
MD & DW Heenan35302, 35303, 35304Denis Heenan
Ardno Farms Ltd35312, 35314Nick Hamilton
HK & HR Boyd Family Trust32793Howard Boyd
Engliston Pastoral Co Ltd32506Hamish English
Paul Turner Farm Trust35203, 35207Paul Turner
Sole Farms Ltd32648John Hickman
Strathyre Farms Ltd32683John Hickman
Maxwell Farming (Mossburn) Ltd32796Alan Maxwell
Hillpark Dairy37208Charles Whitehead
Claxby Estate Ltd38701, 38702Margaret Spencer-Bower
Longland Dairies Ltd37110Martin Furrer
Circle Hill Ltd Partnership38262Robert McNab
Kenmare Dairy Ltd37804Emlyn Francis
MOBH Farm Partnership32355Tim Montgomerie
Self-Nominated Candidate Endorsements
John Nicholls is a Self-Nomination Process Candidate. Each self nominated candidate must be supported by not less than 35
Shareholders.
The following Shareholders support his nomination.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 18
Self Nomination Process Candidate
Leonie GUINEY
Self Nomination Process Candidate
Mobile: 0272 933 228
Email: lffoster@xtra.co.nz
My objective is to contribute to a strong Fonterra, that
makes prudent choices with shareholder capital, in the
long term interests of Fonterra’s owners. This would see NZ
dairy farmers choosing to contribute both milk and capital
to a co-operative that maintains a comparative advantage
onshore and offshore.
My significant stake in the co-operative I serve, ensures I bring
an owner’s interest to my governance role. A lifetime working
with farmers in and outside NZ, brings empathy with farmers
and a clear understanding of our competitive place in the
world.
I believe Fonterra’s strategy should reflect and exploit our on farm
comparative advantages in NZ.
I am a co-operative advocate, because well governed
co-operatives prioritise producers, respect their past and
work for inter-generational success.
Having served on Fonterra’s finance and risk and co-op
relations committees, I have sought to understand the relative
contributions of our ingredients, food service and consumer
branded business to our co-operative purpose – to maximise
the wealth of our owners via the sale of their milk. My focus is
in concentrating both people and capital resources where we
have strengths and where it is hard for others to compete. This
requires some departure from current Fonterra strategy.
I will not defend loss making investments in the name of
‘integrated strategy’. Fonterra has made some poor choices
and we can only strengthen Fonterra with some hard calls to
exit non-core investments and focus on our core competitive
strengths.
Fonterra should not be a farmer. We have a strong advantage
in quality ingredients supplied to companies that have
established brands and in food service.
We have a strong future continuing to invest in R&D for
valuable ingredients which can be achieved without having
to split up our co-operative. Capital has not been limiting.
Undisciplined allocation of it has.
Supply loyalty is earned.
Background
Mother of 4, married to Kieran, I keep physically and
intellectually fit.
Most of my career has been helping farmers clarify their
business objectives and successfully ride the dairy cycles. 5
years working in the Irish dairy industry crystallised for me
where our competitive advantages lie, with Fonterra inherent
in that.
Graduating Bachelor Agricultural Science, Massey University
in 1989, I joined the Dairy Board consulting officers. 1995 saw
me “adopted” by an Irish entrepreneur to work for Golden
Vale Co-operative Ireland, with a brief to make the suppliers
profitable. That mentor ensured exposure to exceptional
European CEOs, governors and strategic thinkers.
Keynote speaker for Agritech NZ in a roadshow around
the UK, I also toured USA to write for NZ Dairy Exporter
comparing the economics of confinement farming with
pasture systems and presented to the Large Herds Australia.
Returning to NZ in 2000, I lectured in Dairy Production at
Lincoln, joined FarmRight consultancy and was also contracted
to BNZ on their growth programme for farmers - strategic
planning, leadership and wealth creation.
Initially contract milking, Kieran and I then took on 2, large
sharemilking jobs. Buying our first farm in 2005, winning
Canterbury Sharemilker of the Year in 2006 , we have since
converted 3 more dairy farms and purchased 2 run offs. The
consistent financial performance and pasture focus that
allowed our business growth were in demand by European
farmers seeing me invited back to Europe in 2006 and 2008 to
present to conferences.
My belief in the co-operative model saw me present at
Parliament to the Agriculture Select Committee on DIRA in
2012.
By 2012 we supplied 1 Million kg of fully shared milksolids
to Fonterra from 3,000 cows. We got there with aggressive
leverage but an extremely disciplined focus - only investing
where return on capital leaves a margin above interest cost,
from profitable farming. By April 2013 ASB included me on a
Leonie Guiney is standing as a candidate under the Self-Nomination Process. She did not participate in the Independent
Nomination Process, and so was not considered for nomination by the Fonterra Board or support of the Shareholders’ Council.
Leonie provided the following statement, and the assessments and views on attributes and skills are her own.
Candidate Profile Statement

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 19
Self Nomination Process Candidate
China Study tour.
The way we govern our own farm businesses allows me the
financial and time freedom to contribute outside the farm. Our
multi farm business has simple, replicable systems in place,
led by great people who have had the purpose, profit drivers
and values of our business well instilled. Accountability comes
with the responsibility they have earned.
That allowed us move our family to France for a year in 2013.
When I travel I network - working with Moorepark (Ireland)
scientists, visiting Fonterra’s Heerneveen plant, touring
Holland with a co-operative strategist - focusing on member
engagement, and interviewing Freisland Campina directors.
Deliberate, varied, international networking has been key to
my ability to make an informed contribution to Fonterra.
In 2014 I presented to Positive Farmer’s Conference, Ireland,
on clarity of purpose, and the benefits of financial discipline,
voted best speaker.
I’ve completed The Leading Board Cooperative Governance
and IOD Corporate Governance courses.
Returning to our farms, we won the low input NZ Dairy
Business of the Year, before my election to Fonterra in 2014.
Our sharemilkers are now the award winners.
In Fonterra, I encouraged a culture of post investment
review and transparent comparison, to better inform future
investment.
I am the financial manager of our companies, in which
calculated, risk taking has been a feature.
I relish the exposure to financial and risk management
at scale in Fonterra. Experience has taught me the best
form of risk management is the price you pay when you
invest, management accountability for consistent financial
performance thereafter, and appropriate balance sheet
management.
Decisions of the type the Fonterra executive must make
are not made well by acclamation. One of my strengths is
accessing information for informed questioning. I am prepared
to articulate a researched alternative view in the interests
of the better outcomes that come from informed debate.
I’m guided always by clarity on why and for whom, Fonterra
exists.
Success in any business is dependent on how we perform
under pressure. That requires transparent analysis of the bad
with the good.
I see very clearly how we can solve Fonterra’s reputational
issues.
It was a privilege to serve on the Fonterra Board for 3 years
and I would appreciate your support to further contribute to
our future.
Candidate Interest Statement
Listed below are the details of all business, investment and other relationships I have with Fonterra Co-operative Group Ltd
and its subsidiaries (the “Fonterra Group” ) including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra group.
I am a supplying Shareholder of Fonterra (in my name) jointly and with associated persons (as defined in the Financial
Markets Conduct Act 2013) as follows:
• 36705 KJ & LF Guiney, Shamrock Fern Dairies Ltd Co-operative shares 278,663 Vouchers 68,072
• 36789 KJ & LF Guiney, Hillcrest Dairy Ltd Co-operative shares 170,681 Vouchers 37,867
• 36707 Wimborne Dairy Farm Ltd Co-operative shares 260,422 Vouchers 62,865
• 36699 Greenburn Dairy Farm Ltd Co-operative shares 169,058 Vouchers 38,396
I am a Director and shareholder of:
• Shamrock Fern Dairies Ltd ; Hillcrest Dairy Ltd ; Wimborne Dairy Farm Ltd (KJ and LF Guiney, RD Smith) ; Greenburn
Dairy Farm Ltd (KJ & LF Guiney, RD Smith); Bobby Square Ltd
I am a shareholder of:
• Foxburn Ltd
To the best of my knowledge and belief the disclosures set out above are full and complete.

BOARD OF DIRECTORS - CANDIDATE PROFILESPAGE 20
Self Nomination Process Candidate
Entity NameFarm IDShareholder Name
McFetridge Farms Ltd21263Dennis McFetridge
Challenge Farms Trusts Partnership36126, 36128, 36130, 36146Elspeth Ludemann
Tussock Road Dairy Farm Ltd36186Eric Ludemann
Koromiko Dairies Ltd21639Henry Bragg
DL & KM Walker21517Dennis Walker
Why-one Farm Ltd21507Darryl Jensen
Rowe Farms Ltd21518Grant Rowe
Pax Hickson Trust21575Andre Hickson
Invernia Holdings Ltd36218Russell Hurst
Wilson Farms Ltd19595Naiouli Wilson
PukeRaukau Trust Partnership21567Kathleen Morrow
HGD & JB Spratt21614Derek Spratt
Acacia Flats Ltd21610Errol Watts
Mac's Holdings Ltd21522Geoffrey McNaughton
GD & IC McNaughton21508Isolbel McNaughton
Benco Farms Ltd21374Brendon Bragg
Mallith Ag Ltd36272Michael Smith
Riverstone Farms Ltd36266Michael Smith
WJ & JG Pile Family Trust36283Jessica Pile
Pile 2005 Ltd36282Jessica Pile
Willowview Pastures Ltd36314Geoff Taylor
Searles Dairy Ltd36311Mark Searle
Willowcreek Trust36276Paul Smith
ANNAROSS FAMILY TRUST NO236258, 36182, 37152John Dekker
Dekker Dairies Ltd36238John Dekker
Triple 4 Peebles Ltd36256John Dekker
Pineview Dairy Farm Ltd37452Anthony Thomas
NL & DN Smith Ltd36285Neil Smith
Te Rahu Farms Ltd22107Donald McLeod
Dreamfields Farm Ltd21820Bruce Woods
Gen Set Ltd36260Pat Finlay
PT & AH Borrie Farms Ltd36264Peter Borrie
R & M Borrie Ltd36173, 36246, 36198Rogan Borrie
Win Dee Farms (2007) Ltd78795Shirley Trumper
Midway Farm Ltd37052Dean McConnell
Self-Nominated Candidate Endorsements
Leonie Guiney is a Self-Nomination Process Candidate. Each self nominated candidate must be supported by not less than 35
shareholders.
The following Shareholders support her nomination.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2018
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

Election of THREE (3) Directors
Voting closes at:
10.30AM ON TUESDAY, 6 NOVEMBER 2018
Please only use one of these
voting methods.
You can vote in ONE (1) of the following
two (2) ways:

For enquiries phone the ELECTION HELPLINE: 0800 666 034
FONTERRA ELECTIONS 2018
BOARD OF DIRECTORS
VOTING PAPER
VOTE HERE
YESNO
First Past the Post, Majority Voting
To be elected to the Board a candidate must obtain more
than 50 per cent support from Shareholders who have voted.
Of the candidates that get 50 per cent support, the three
candidates with the highest proportion of YES votes will be
appointed.
If not enough candidates obtain 50 per cent support:
• Another election must be held for the unfilled positions
• The Shareholders’ Council will have discretion to set rules
for a second election depending on circumstances at the
time – the focus will be on the most efficient process.
• If it sees a need, the Board can use its constitutional
power to make a temporary appointment to fulfil
requirements of the Constitution until the next election.
Postal Voting Instructions
This is a First Past the Post, Majority vote to elect
THREE (3) Directors.
• You must cast a vote (either YES or NO) for each and
every candidate.
• You may only vote YES for a maximum of THREE
(3) candidates. If you vote YES for more than three
candidates, all your votes will be invalid.
• You can vote NO for as many candidates as you wish,
including all of them.
• Vote by placing a tick “
” in the YES or NO circle next to
the name of each candidate.
1. INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN)
and password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to
exercise the vote of this Shareholder.
After voting online, you should not submit this Voting
Paper and it can be destroyed.
PIN PASSWORD
2. POSTAL VOTING
Post your completed Voting Paper(s) in the
freepost envelope provided no later than Thursday,
1 November 2018 so it reaches the Returning Officer
before the close of voting.
Jamie TUUTA
Independent Nomination Process Candidate
Ashley WAUGH
Independent Nomination Process Candidate
Peter McBRIDE
Independent Nomination Process Candidate
John NICHOLLS
Self Nomination Process Candidate
Leonie GUINEY
Self Nomination Process Candidate
*123456x*
123456
123456 abcdef

---

FONTERRA ELECTIONS 2018
SHAREHOLDERS’ COUNCIL
CANDIDATE PROFILES
WARD 7 - WAIPA

CONTENTS
THE FONTERRA SHAREHOLDERS’ COUNCIL ELECTION 1
THE SHAREHOLDERS’ COUNCIL REPRESENTATION ROLE 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 2
SHAREHOLDERS’ COUNCIL WARDS 3
CANDIDATE PROFILES
Mike MONTGOMERIE 4
Andrew REYMER 5
Nick PALAIRET 6
DISCLAIMER STATEMENT BY FONTERRA CO-OPERATIVE GROUP LIMITED
Each Candidate Profile Statement contains a maximum of 400 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined
by the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet
points) has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no
responsibility for the content, or accuracy of the content, contained in Statements
supplied by candidates.
Warwick Lampp, Returning Officer – 2018 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 7 WAIPA
PAGE 1
THE FONTERRA SHAREHOLDERS’ COUNCIL ELECTION
There are 25 Shareholders’ Councillors representing Fonterra
shareholders in 25 Wards throughout New Zealand.
Voting is now open for the election of a Councillor to represent
shareholders in Ward 7 Waipa.
There are three candidates – Mike Montgomerie, Andrew
Reymer and Nick Palairet.
VOTING METHOD
Voting for Shareholders’ Councillors uses the Single
Transferable Voting (STV) System and is on the basis of
two votes per shareholder. Both votes may be used by the
shareholder, or one may be given to a sharemilker. Votes are
not weighted by milksolids production.
1) Monitoring:
• Council acts as the Co-operative’s cornerstone
shareholder monitoring and reporting on the
performance of the Co-operative against specified
targets and its strategy.
• Council provides farmers with an objective, independent
opinion on matters which they deem to be significant
from an owner’s perspective.
2) Farmer Connect:
• Council is responsible for ensuring we have an informed
and connected farmer base within the Co-operative.
• Council represents the collective view of farmers up to
the Board, and provides farmer-minded analysis of key
Board decisions back out to the farmer base.
• Council works with the Board to develop a pipeline of
future leaders through educational programmes such as
the Understanding Your Co-operative Programme and
the Governance Development Programme.
• Council plays a supportive role in developing farmers’
understanding of our Co-operative’s strategy and how
key Board decisions relate to that strategy. Importantly,
Council educates farmers on the benefit of being in a co-
operative, who we are and why our Co-operative exists.
3) Guardians of our Co-operative Principles:
• Council is the guardian of our Co-operative Principles
and acts as a sounding-board for the Board on matters
that impact our individual farming businesses.
• Council has other formal and constitutional roles
including:
• Managing the Director elections process in
consultation with the Board.
• Approving the company’s mission statement
and values as proposed by the Board.
• Appointing the Milk Commissioner.
• Considering and, in consultation with the Board,
proposing changes to Part A of the Constitution.
• Ability to call a Special Meeting of shareholders.
• Consulting with the Board in relation to the
Fonterra Shareholders’ Market and Fonterra
Shareholders’ Fund.
• Consulting with the Board in relation to the Milk
Price Manual and Principles.
• Sitting on the Board’s Co-operative Relations
Committee.
THE SHAREHOLDERS’ COUNCIL REPRESENTATION ROLE
The Shareholders’ Council’s representation role on behalf of shareholders is an important contributor to Fonterra’s governance
framework, and is set out in our Constitution and Council’s By-laws. Shareholders’ Councillors are expected to commit an average
of one day per week to their role.
Council’s activities can be summarised under three main themes:

PAGE 2
WARD 7 WAIPA - SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR
• Passion for the Co-operative and an understanding of the co-operative ethos that underpins it.
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of the key drivers of wealth - milk price and profit.
• Business acumen - financial literacy and ability to think strategically.
• Communication skills, including presentation/public speaking capability.
• Interpersonal skills - approachable nature, empathy towards fellow farmers.
• Time available to undertake the required Councillor responsibilities.
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 7 WAIPA
PAGE 3
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
Northern Northland
Central Northland
Southern Northland
1
2
3
Northern Bay of Plenty
Eastern Bay of Plenty
Central Plateau
10
11
12
Central Districts West
Hawke’s Bay
Wairarapa
16
17
18
Waipa
South Waikato
King Country
7
8
9
Waikato West
Hauraki
Piako
4
5
6
Central Taranaki
Coastal Taranaki
Southern Taranaki
13
14
15
Tasman / Marlborough
North Canterbury
Central Canterbury
South Canterbury
19
20
21
22
Otago
Eastern Southland
Western Southland
23
24
25
19
20
21
22
23
24
25
SHAREHOLDERS’ COUNCIL WARDS

PAGE 4
WARD 7 WAIPA - SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES
I am a fifth-generation farmer who grew up at Cambridge. My wife and I own a 400-cow farm at Maungatautari where we live with
our 4 sons.
Before going farming I gained a law degree from the University of Otago, then worked as a commercial lawyer in Wellington. After
three years in the law I returned to the Waikato and have had a 23-year career dairy farming around Cambridge.
Over the past 3 years I have been studying part time at Waikato University for a Masters degree in law focusing on agricultural law.
I have also been participating in Fonterra’s Governance Development Programme.
Our co-operative has been built by generations of dairy farmers. Its continued success is vital to all of us. The Shareholders’ Council
has an important role to play in ensuring this success. The Shareholders’ Council represents the interests of farmers, and holds
Fonterra’s Board of Directors to account, far more effectively than individual farmers ever could. We should be proud of our co-
operative, but that does not mean we should refrain from criticising it when we see the need. If elected, I believe I would make a
big contribution to the work of the Council. I have the necessary skills, background and time available to do the job well.
If elected, I would consider it a privilege to represent you. Thank you for your support.
Mike MONTGOMERIE
MAUNGATAUTARI
Mobile: 0274 543 892
Email: montgomeriemike@gmail.com
CANDIDATE INTEREST STATEMENT
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• I am a director and 50% shareholder of Oreipunga Road Ltd with associated persons, which holds 156,326 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 7 WAIPA
PAGE 5
Guarding the Co-op is the single simplest form of the Shareholders’ Councillor’s role. While the Board is charged with running the
business, it is the Shareholders’ Council that must hold it to the Co-op principles. Once this clear distinction is made, the rest falls
into place. It is not our role to run the business, but simply to ensure it is run how we, the farmer shareholders would like to see it
run.
What then are we looking for in a Shareholders’ Councillor? Simply someone that keeps us connected to the Co-op and gives us
the avenue for information to be passed both up and down. We want to know our opinions are heard, as well as have genuine ‘tell
us how it really is’ reporting coming back down about our Co-op. I have always prided myself in my ability to bridge this gap, to be
able to connect with farmers on the ground, but also the managers of the business. I enjoy people, understanding their thinking
and connecting them with others.
While actively involved with the daily operation on our 500-cow farm in Ohaupo, I have the time to commit to the role to do it
justice yet connected to the younger farmers coming through to understand their concerns and thinking.
We are in unique times with our Co-op with many obstacles ahead that will challenge our thinking as a co-op shareholder. Pressure
is on to allow more non-share backed supply, increased processor competition and of course the DIRA review. This discussion must
come from the Shareholder base upwards, and not the top down, and requires a strong Shareholders’ Council. We are the guardian
of the Co-op, the cornerstone shareholder, and it must remain so.
Having completed the Fonterra Understanding Your Co-operative course in 2014, I developed the passion that followed on from
understanding. This led me to the Governance Development Programme which I completed in 2015. What was evident to me from
that programme is that representation is key to shareholders’ connection with the Co-op. Governance and representation are very
different, but equally important. I am married to Liz with three budding All Blacks, Joshua 14, Curtis 13 and Nathan 9 who keep us
focused on why we are in a co-op, so we have a strong industry to pass to the next generation.
Andrew REYMER
OHAUPO
Mobile: 027 498 8496
Email: andrew@grasslandz.co.nz
CANDIDATE INTEREST STATEMENT
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• I am a supplying Shareholder of Ohaupo Dairies Ltd with associated persons, which is a fully shared up Fonterra supplier
holding 223,937 shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

PAGE 6
WARD 7 WAIPA - SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES
My name is Nick Palairet and I am standing for the Fonterra Shareholders’ Council (SHC) in the Waipa ward. Given the recent
performance of Fonterra it would be easy to sit back and criticise however I am choosing to be part of the solution. I am passionate
about our Co-op and have been attending meetings with my father long before the formation of Fonterra.
I am 41 years old and married to Johanna and we have 3 daughters aged 7, 9 and 11. We live and farm in the Paterangi district and
are currently in our 7th season of farm ownership. I am involved hands on in the day to day running of the farm
My previous roles and experience include 7 years in rural finance, a Regional Manager role with DairyNZ and 4 years as a Regional
Sales Manager and Farm Systems specialist with a plant genetics company.
The Fonterra Shareholders’ Council performs a very important monitoring and representation function and if elected I will see that
this function is performed to the best of its ability. I have a skill set which will allow me to perform the role which includes: strong
finance background and financial discipline which I demonstrate in my approach to farming, I enjoy getting the detail right and I
set high standards which I hold myself accountable to and expect the same from the Co-op, I also have the mindset to challenge
and question the status quo in a constructive manner.
The younger generation of dairy farmers are increasingly important to ensuring the future of Fonterra. With capital limitations and
options for milk supply we need this group to aspire to belong to the Co-op and provide flexibility to make it possible for them to
do so.
Through my banking, sporting, farming and social circles I am well connected and am able to relate to a wide range of people and
viewpoints which would allow me to strongly represent your views if elected.
Now more than ever we need high quality people contributing to the Shareholders’ Council. I encourage you to engage in your
Co-op and vote for the person you think can represent your views and contribute the most effectively.
I invite you to contact me to discuss anything in further detail.
Nick PALAIRET
PATERANGI
Mobile: 0275 728 158
Email: palairetn@gmail.com
CANDIDATE INTEREST STATEMENT
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• I am a Shareholder of Te Pahu Lands Limited which is a 50% partner in Waiari Dairies Limited Partnership which holds
93,465 Fonterra Shares
• I am a Beneficiary of The Te Awamutu Trust and The Waitaki Trust which is a 66% shareholder in Streamline Dairies
Limited which holds 367,565 Fonterra shares
• My wife, Johanna, works part time for Fonterra as a Sustainable Dairying Advisor
To the best of my knowledge and belief the disclosures set out above are full and complete.

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 7 WAIPA
PAGE 7

PAGE 8
WARD 7 WAIPA - SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES

If undelivered please return to:
The Returning Officer
Fonterra Elections 2018
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

For the Shareholders’ Council Election you have received two Voting Papers for each farm that you own in Ward 7.
Votes for the Shareholders’ Council Elections are on a per farm basis, not on milksolids production.
You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.

I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper
2
to my sharemilker to complete.
Ensure each number is written neatly inside
the voting box next to each candidate.
Number here
Ensure each number is written neatly inside
the voting box next to each candidate.
Number here
Ward 7 Waipa
Election of ONE (1) Councillor
Ward 7 Waipa
Election of ONE (1) Councillor
Voting closes at:
10.30am on Tuesday, 6 November 2018
Voting closes at:
10.30am on Tuesday, 6 November 2018
You can vote in ONE of the following two ways:
1. INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and
password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to exercise
the vote of this shareholder.
After voting online, you do not need to submit this Voting
Paper and it can be destroyed.
PIN PASSWORD
2. POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Tuesday, 1 November
2018 so it reaches the Returning Officer before the close
of voting.
Please only use one of these voting methods
You can vote in ONE of the following two ways:
1. INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and
password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to exercise
the vote of this shareholder.
After voting online, you do not need to submit this Voting
Paper and it can be destroyed.
PIN PASSWORD
2. POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Tuesday, 1 November
2018 so it reaches the Returning Officer before the close
of voting.
Please only use one of these voting methods
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote
for in your order of preference by clearly
writing a “1” beside the name of the candidate
you most prefer, a “2” beside the name of your
second most preferred candidate, and so on.
• You can rank as many or as few candidates as
you wish,
though your vote is most effective
if you rank all candidates
.
• You can only write one number “1”, one
number “2” , one number “3” and you must
not give the same ranking to more than one
candidate.
• Do not vote with a cross “
” or a tick, “”.
• If you make a mistake, cross it out and write
the correct number next to it.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote
for in your order of preference by clearly
writing a “1” beside the name of the candidate
you most prefer, a “2” beside the name of your
second most preferred candidate, and so on.
• You can rank as many or as few candidates as
you wish,
though your vote is most effective
if you rank all candidates
.
• You can only write one number “1”, one
number “2” , one number “3” and you must
not give the same ranking to more than one
candidate.
• Do not vote with a cross “
” or a tick, “”.
• If you make a mistake, cross it out and write
the correct number next to it.

For enquiries phone the ELECTION HELPLINE: 0800 666 034For enquiries phone the ELECTION HELPLINE: 0800 666 034
FONTERRA ELECTIONS 2018
SHAREHOLDERS’ COUNCIL ELECTION
VOTING PAPER 1
FONTERRA ELECTIONS 2018
SHAREHOLDERS’ COUNCIL ELECTION
VOTING PAPER 2
Mike MONTGOMERIE
Andrew REYMER
Nick PALAIRET
Mike MONTGOMERIE
Andrew REYMER
Nick PALAIRET
*123456x**123456x*
123456123456
123456 abcd 123456 abcd

---

FONTERRA ELECTIONS 2018
SHAREHOLDERS’ COUNCIL
CANDIDATE PROFILES
WARD 19 - TASMAN / MARLBOROUGH

CONTENTS
THE FONTERRA SHAREHOLDERS’ COUNCIL ELECTION 1
THE SHAREHOLDERS’ COUNCIL REPRESENTATION ROLE 1
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR 2
SHAREHOLDERS’ COUNCIL WARDS 3
CANDIDATE PROFILES
Deborah RHODES 4
Sue BROWN 5
DISCLAIMER STATEMENT BY FONTERRA CO-OPERATIVE GROUP LIMITED
Each Candidate Profile Statement contains a maximum of 400 words (excluding the
Candidate Interest Statement) provided by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited note that
‘shareholdings’ in Fonterra or other companies disclosed by candidates may include
shares held by third parties in which candidates have a relevant interest as defined
by the Financial Markets Conduct Act 2013.
Any emphasis (including capitalisation, italics, bolding, underscoring and bullet
points) has been added by the candidate.
The Returning Officer and Fonterra Co-operative Group Limited accept no
responsibility for the content, or accuracy of the content, contained in Statements
supplied by candidates.
Warwick Lampp, Returning Officer – 2018 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 19 TASMAN / MARLBOROUGH
PAGE 1
THE FONTERRA SHAREHOLDERS’ COUNCIL ELECTION
There are 25 Shareholders’ Councillors representing Fonterra
shareholders in 25 Wards throughout New Zealand.
Voting is now open for the election of a Councillor to represent
shareholders in Ward 19 Tasman / Marlborough.
There are two candidates – Deborah Rhodes and Sue Brown.
VOTING METHOD
Voting for Shareholders’ Councillors uses the Single
Transferable Voting (STV) System and is on the basis of
two votes per shareholder. Both votes may be used by the
shareholder, or one may be given to a sharemilker. Votes are
not weighted by milksolids production.
1) Monitoring:
• Council acts as the Co-operative’s cornerstone
shareholder monitoring and reporting on the
performance of the Co-operative against specified
targets and its strategy.
• Council provides farmers with an objective, independent
opinion on matters which they deem to be significant
from an owner’s perspective.
2) Farmer Connect:
• Council is responsible for ensuring we have an informed
and connected farmer base within the Co-operative.
• Council represents the collective view of farmers up to
the Board, and provides farmer-minded analysis of key
Board decisions back out to the farmer base.
• Council works with the Board to develop a pipeline of
future leaders through educational programmes such as
the Understanding Your Co-operative Programme and
the Governance Development Programme.
• Council plays a supportive role in developing farmers’
understanding of our Co-operative’s strategy and how
key Board decisions relate to that strategy. Importantly,
Council educates farmers on the benefit of being in a co-
operative, who we are and why our Co-operative exists.
3) Guardians of our Co-operative Principles:
• Council is the guardian of our Co-operative Principles
and acts as a sounding-board for the Board on matters
that impact our individual farming businesses.
• Council has other formal and constitutional roles
including:
• Managing the Director elections process in
consultation with the Board.
• Approving the company’s mission statement
and values as proposed by the Board.
• Appointing the Milk Commissioner.
• Considering and, in consultation with the Board,
proposing changes to Part A of the Constitution.
• Ability to call a Special Meeting of shareholders.
• Consulting with the Board in relation to the
Fonterra Shareholders’ Market and Fonterra
Shareholders’ Fund.
• Consulting with the Board in relation to the Milk
Price Manual and Principles.
• Sitting on the Board’s Co-operative Relations
Committee.
THE SHAREHOLDERS’ COUNCIL REPRESENTATION ROLE
The Shareholders’ Council’s representation role on behalf of shareholders is an important contributor to Fonterra’s governance
framework, and is set out in our Constitution and Council’s By-laws. Shareholders’ Councillors are expected to commit an average
of one day per week to their role.
Council’s activities can be summarised under three main themes:

PAGE 2
WARD 19 TASMAN / MARLBOROUGH - SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES
KEY QUALITIES AND CAPABILITIES OF A COUNCILLOR
• Passion for the Co-operative and an understanding of the co-operative ethos that underpins it.
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of the key drivers of wealth - milk price and profit.
• Business acumen - financial literacy and ability to think strategically.
• Communication skills, including presentation/public speaking capability.
• Interpersonal skills - approachable nature, empathy towards fellow farmers.
• Time available to undertake the required Councillor responsibilities.
• A commitment to on-going training including building broad-based Co-operative and governance knowledge to enhance their
effectiveness in the role.

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 19 TASMAN / MARLBOROUGH
PAGE 3
1
2
3
4
5
6
7
8
10
9
12
11
13
17
16
18
14
15
Northern Northland
Central Northland
Southern Northland
1
2
3
Northern Bay of Plenty
Eastern Bay of Plenty
Central Plateau
10
11
12
Central Districts West
Hawke’s Bay
Wairarapa
16
17
18
Waipa
South Waikato
King Country
7
8
9
Waikato West
Hauraki
Piako
4
5
6
Central Taranaki
Coastal Taranaki
Southern Taranaki
13
14
15
Tasman / Marlborough
North Canterbury
Central Canterbury
South Canterbury
19
20
21
22
Otago
Eastern Southland
Western Southland
23
24
25
19
20
21
22
23
24
25
SHAREHOLDERS’ COUNCIL WARDS

PAGE 4
WARD 19 TASMAN / MARLBOROUGH - SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES
Part of the kiwi farmer cultural profile of knowing what is going on and making necessary changes, can align us more closely with
our food business on a global profile as it can better protect our authenticity. Getting up in the morning to bring in my cows I can
demonstrate that authenticity and as a Shareholders’ Councillor I can protect it with governance, monitoring and being connected.
Guarding this right for farmers to protect their real food production whilst on their own land means acting as an advocate with
honesty, impartiality and taking the farm voice to the company without dilution of intent, thus allowing for all to be part of the
progress and profit.
As a second career person coming into dairy farming 9 years ago, I believed in the importance of belonging to a NZ business that
was globally significant. I still do. As small dairy operators in Golden Bay, my husband and I live and breathe real events daily that
demand live responses and decisions.
We, as all farmers, operate on-farm with full reality checks, a gift developed and acknowledged amongst ourselves and applied to
making decisions in our business. Reality testing (checks) is a farmer-proven tool that I can offer up to the Council team that could
get us ahead of potential failures. Monitoring is possible in many ways.
As New Zealand farmers we are prosperous and innovative. This cultural aspect of our nature lends itself to accepting change.
Although at times we feel we have no control over major Board decisions we can still communicate our ongoing passion for what
we do and stand a better chance of them getting it right next time.
I am well placed with established farm ownership, work and time (now with an older family) to advocate real live farmer responses
and views to our Co-operative Board team. This means completing the communication loop between Fonterra to farmers and back
again. I trained as a registered nurse in Nelson and Victoria University and went on to have many years of sales, marketing and
project management experience based in Europe. As Chair for the Community Arts Council, I am already practising these aspects
of ‘co-operative’ in a creative environment.
My breadth of connection to real producing and serving people means I understand individual voice, collective power and creative
solutions as key policy for being representative of our farmer group.
Deborah RHODES
COLLINGWOOD
Mobile: 0274 588 234
Email: tim.rhodes@xtra.co.nz
CANDIDATE INTEREST STATEMENT
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• I am a supplying shareholder of Fonterra in the name of Rhodes Farming Partnership which holds 34,815 Fonterra Shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

SHAREHOLDERS’ COUNCIL ELECTION - CANDIDATE PROFILES - WARD 19 TASMAN / MARLBOROUGH
PAGE 5
The Fonterra Shareholders’ Council supports the re-election of Sue Brown.
During my term SHC has experienced a number of workstreams and developments that have been a privilege to be part of and
inspire me to continue in the role. Most significant being the Governance and Representation Review (GRR) recommendations.
I have also served on the Performance Committee, the Governance & Ethics Committee, and attended Chile and Australia study
tours.
Looking back to when I first stood for SHC in 2015 I stated my goal was that “all suppliers in Ward 26 (now Ward 19) find their
representative body both accessible and valuable.” When the SHC representation review recommended review of ward numbers and
boundaries that accessibility goal was tested.
For the ‘top of the south’ (now less than 190 suppliers) achieving the inclusion, in the SHC’s New Structure Guidelines, the item
that: “There is a need to recognise/take into account that there are wards which are geographically unique” was key to ensuring the
reduction to 25 wards both recognised and confirmed the value of retention of a Tasman/Marlborough ward. Most importantly,
it helps protect us from any future challenge to reduce the ward numbers further as that can only be achieved by constitutional
change, a high bar.
Other outcomes of the GRR I consider highlights are the:
• Farmer Directors’ Election process
• SHC strategic priorities refresh to “Connection, Guardianship and Monitoring” with reduction of SHC committees to three
• “My Connect” Programme launched and open to all shareholders.
I seek your vote for re-election sincerely. I have the skills, experience, motivation and time to contribute to the Shareholders’
Council. It would be an honour to complete and deliver to Tasman/Marlborough shareholders two current SHC workstreams. They
are very pertinent, and they are:
1. Purpose & Vision: SHC initiated this after noting high performing organisations are commonly ‘purpose led’, that their strategy
follows purpose, rather than strategy informing purpose.
2. Value Creation: SHC has commissioned an independent report of Fonterra’s financial performance since inception. This will be
completed for inclusion into the 2018 Shareholders’ Council Annual Report.
Bio:
My partner (John Nalder) and I have been dairy farming together for 23 years. Home is our dairy farm near Collingwood and we
have a grazing support block at Upper Stanley Brook. I am Golden Bay Ward Councillor for Tasman District Council. Previous
experience includes the Nelson/Marlborough Conservation Board, Golden Bay Federated Farmers, Fonterra Governance
Development Programme and AWDT Escalator Course.
Thank you.
Sue (Susan) BROWN
COLLINGWOOD
Mobile: 027 829 5146
Email: suebrown.aorere@gmail.com
CANDIDATE INTEREST STATEMENT
Listed below are details of all business, investment and other relationships I have with Fonterra Co-operative Group Limited
and its subsidiaries (the “Fonterra Group”) (including as a supplying shareholder), or with any third party that transacts with
the Fonterra Group or carries on business in competition with the Fonterra Group.
I am a supplying shareholder of Fonterra (in my name) jointly with Associated Persons (as defined in the Financial Markets
Conduct Act 2013) as follows:
• I am a director and shareholder of Nalders Ferntown (2001) Ltd which holds 93,652 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

If undelivered please return to:
The Returning Officer
Fonterra Elections 2018
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

For the Shareholders’ Council Election you have received two Voting Papers for each farm that you own in Ward 19.
Votes for the Shareholders’ Council Elections are on a per farm basis, not on milksolids production.
You are automatically entitled to two votes. You may use your two votes in the following ways:
1. If you want BOTH YOUR votes to be the same just complete and return VOTING PAPER 1.
2. If you want your two votes to be different, or give the second vote to your sharemilker, tick the blue box below.

I want my two votes to be different and have completed both Voting Papers / I have given Voting Paper
2
to my sharemilker to complete.
FONTERRA ELECTIONS 2018
SHAREHOLDERS’ COUNCIL ELECTION
VOTING PAPER 1
FONTERRA ELECTIONS 2018
SHAREHOLDERS’ COUNCIL ELECTION
VOTING PAPER 2
Ensure each number is written neatly inside
the voting box next to each candidate.
Number here
Ensure each number is written neatly inside
the voting box next to each candidate.
Number here
Ward 19 Tasman / Marlborough
Election of ONE (1) Councillor
Ward 19 Tasman / Marlborough
Election of ONE (1) Councillor
Voting closes at:
10.30am on Tuesday, 6 November 2018
Voting closes at:
10.30am on Tuesday, 6 November 2018
You can vote in ONE of the following two ways:
1. INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and
password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to exercise
the vote of this shareholder.
After voting online, you do not need to submit this Voting
Paper and it can be destroyed.
PIN PASSWORD
2. POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Tuesday, 1 November
2018 so it reaches the Returning Officer before the close
of voting.
Please only use one of these voting methods
You can vote in ONE of the following two ways:
1. INTERNET VOTING
Vote via Farm Source website at:
www.nzfarmsource.co.nz
• Login using your Farm Source login and password.
• Follow the voting links from the homepage.
• Enter your Personal Identification Number (PIN) and
password – see below.
IMPORTANT: By entering the PIN and password you
warrant and undertake that you are authorised to exercise
the vote of this shareholder.
After voting online, you do not need to submit this Voting
Paper and it can be destroyed.
PIN PASSWORD
2. POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Tuesday, 1 November
2018 so it reaches the Returning Officer before the close
of voting.
Please only use one of these voting methods
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote
for in your order of preference by clearly
writing a “1” beside the name of the candidate
you most prefer, and a “2” beside the name of
your second most preferred candidate.
• You can rank as many or as few candidates as
you wish,
though your vote is most effective
if you rank all candidates
.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “
” or a tick, “”.
• If you make a mistake, cross it out and write
the correct number next to it.
Postal Voting Instructions
(Please read carefully)
• Please rank the candidates you wish to vote
for in your order of preference by clearly
writing a “1” beside the name of the candidate
you most prefer, and a “2” beside the name of
your second most preferred candidate.
• You can rank as many or as few candidates as
you wish,
though your vote is most effective
if you rank all candidates
.
• You can only write one number “1” and one
number “2” and you must not give the same
ranking to more than one candidate.
• Do not vote with a cross “
” or a tick, “”.
• If you make a mistake, cross it out and write
the correct number next to it.

For enquiries phone the ELECTION HELPLINE: 0800 666 034For enquiries phone the ELECTION HELPLINE: 0800 666 034
Deborah RHODES
Sue BROWN
Deborah RHODES
Sue BROWN
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