2018 Fonterra Co-operative Group Ltd Second Election

FONTERRA ELECTIONS 2018
BOARD OF DIRECTORS
SECOND ELECTION
CANDIDATE PROFILES

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 2
CONTENTS
INTRODUCTION 1
ATTRIBUTES AND SKILLS 3
REPORT OF INDEPENDENT SELECTION PANEL 8
Jamie TUUTA - Independent Nomination Process Candidate 10
John NICHOLLS - Self Nomination Process Candidate 15
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 PROFILES
PAGE 1
At the conclusion of the 2018 Annual Meeting two new Directors
joined the Fonterra Board from Shareholder voting that closed on 6
November 2018 (‘the first election’). There remains one Shareholder-
elected Director vacancy to be filled.
Voting is now open for the election of ONE (1) Director.
There are two candidates - John Nicholls and Jamie Tuuta - who were
unsuccessful candidates nominated in the first election. The other
unsuccessful candidate from the first election, Ashley Waugh, does
not wish to re-stand.
Jamie Tuuta was nominated by the Board to stand in the first election
after being recommended by the Independent Selection Panel. His
candidacy was supported by the Shareholders’ Council in accordance
with the Independent Nomination Process.
John Nicholls was nominated to stand in the first election under the
Self-Nomination Process, which allows 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 Independent
Nomination Process candidates.
The Fonterra Board has provided details of the Attributes and Skills it
is seeking (pages 3 – 7 of this Booklet). The Skills Matrix on page 6 of
this booklet reflects the skills of the current Board (that is, it reflects
the recent Board appointments and retirements).
Jamie Tuuta was assessed by the Independent Selection Panel against
the desired Attributes and Skills. The Independent Selection Panel’s
Report outlining the process it followed is on pages 8 and 9 this
booklet and the Panel’s assessment of Jamie Tuuta is included prior to
his Profile Statement.
Second Election Process and Rules
Only two of the three vacancies contested in the first election were
filled. The Rules of the first election require this second election and
gave your Shareholders’ Council the discretion to set the Rules for
the election.
The reasons behind your Council determining that this second
election would be a vote between unsuccessful candidates from the
first election were advised to Shareholders by email on 23 November
2018 and can be found on Farm Source (Business/Advice & Support/
Shareholders’ Council/2018 Fonterra Elections).
INTRODUCTION

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 2
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. If both candidates
get more than 50 per cent support the candidate with the highest
proportion of votes will be appointed. Each Shareholder can vote
Yes for only one candidate (or can choose to vote No for both
candidates).
If neither candidate obtains more than 50 per cent support:
• Another election will not be held for the vacant position.
• The Board can use its constitutional power to make a temporary
appointment to fill the vacancy until the conclusion of the 2019
Annual Meeting (but may not appoint an unsuccessful candidate
from the first election or this second election).

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 3
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
ATTRIBUTES AND SKILLS

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 4
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.
Skills List
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’ Election 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 (that is, how many
Directors need to exhibit each skill and to what level).

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 5
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.

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 6
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. Each blue bar represents the current
Board’s (including the two successful candidates from the first
election) aggregated level for each skill.
Skills Matrix
2018 Skills Matrix
Aggregated Skills of existing Fonterra Board
(updated after first election)
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

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 7
The Skills Matrix is 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 is also supplied to the Independent
Selection Panel to assist them as they assess the best candidates
for the Board, and the Matrix also provides useful information for
farmers when making voting decisions.
In 2018 the Board has prioritised a list of targeted skills for the Board:
a) Effective Leadership
b) Global Experience/Understanding
c) Financial Experience
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.
Skills Matrix
2018 Skills Matrix
Aggregated Skills of existing Fonterra Board
(updated after first election)
Current Board, 10 Directors
Required skill level
Desired skill level

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 8
Appointed In Respect of Fonterra Co-operative
Group Limited (Fonterra) Election of Directors
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.
REPORT OF INDEPENDENT
SELECTION PANEL

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 9
REPORT OF INDEPENDENT
SELECTION PANEL
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
Dame Alison Paterson
Mr Anthony (Tony) Carter
Mr John Spencer

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 10
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
After being recommended by the Independent Selection Panel, Jamie
Tuuta was nominated as a candidate by the Fonterra Board. His
candidacy was supported by the Shareholders’ Council in accordance
with the Independent Nomination Process.
Jamie TUUTA
Mobile: 027 484 3644
Email: jamie.tuta@gmail.com
Independent Nomination Process Candidate

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 11
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 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.

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 12
Candidate Profile Statement
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?
I have the time, energy and personal commitment to roll up my
sleeves and make a contribution to Fonterra.
Fonterra is critical to New Zealand’s success economically and
environmentally and we must ensure that we take the necessary
steps to make Fonterra New Zealand’s champion both locally and
globally.
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 management to account;
• Ensures the probity of financial reports and a high standard of
compliance with regulatory environments;
• Has a focus on execution.
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.
Performance to date has been inconsistent and has not met
expectation. Performance and accountability starts with the Board
and the strategy and how this strategy is executed, monitored and
reviewed.
We continue to face mounting public pressure domestically and need
to win the confidence of both the general public and 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.
Leadership
I have demonstrated leadership experience across multiple sectors
and have worked through change and challenges due to poor
performance and or political and public headwinds.
Overcoming challenges requires leadership, the right balance of skill
and experience and board unity. We are a people business and so
need to strengthen relationships and build trust from the bottom up.
In addition to improving performance the DIRA review is one of the
most critical pieces of work before us. I believe my connections and
understanding of Wellington will assist our co-operative through this
process and will help with our co-operative’s reputation.

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 13
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.
Governance Experience
I am an experienced Director and have deep commercial and
governance experience across a range of industries and sectors
including agribusiness, fishing, investment, health, housing, tourism,
philanthropy and education.
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 also the Chair of PKW a large Taranaki based farming entity
and was also a member of the Government appointed Investment
Advisory Panel for the Primary Growth Partnership. I am a steering
group member of the Te Hono Primary Sector Bootcamp.
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

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 14
• 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:
• 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)
• Advisor – NEXT Foundation Advisory Board (Philanthropic)
I welcome the opportunity to contribute to the future of Fonterra.
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.

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 15
Self Nomination Process Candidate
John NICHOLLS
Mobile: 0275 416 117
Email: john@rylib.co.nz
John Nicholls was nominated 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
Who am I?
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 1990 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 5000 cows producing
2,500,000 kg/ms.
I was privileged to serve for three years on the Shareholders’ Council,
including 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.
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

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 16
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.
Why am I standing?
I am passionate about our industry and about our co-operative and
want to make a difference. I believe in the potential of Fonterra and
want to see it become stronger, more resilient and to start delivering
the exceptional performance that it is capable of.
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.
I am fortunate to have built my own business to a scale that I can
step away from day-to-day management and believe that I have the
skills, values and capability to make a difference on the Fonterra
board.
What do we need Fonterra to be?
Fonterra needs to be a great business that we can all be proud of
but we need to agree on what being great means for Fonterra. We
need clarity of our vision and purpose so that we can develop and
implement strategies to achieve these.
At its core we need Fonterra to be exceptional at doing the basics
– taking our milk and turning it into nutritious products that our
customers value. We need Fonterra to be striving to add value to our
milk, only taking other opportunities where they make sense.
Achieving this requires discipline in how we operate and in how
we spend the capital provided by our shareholders. Disciplined
organisations focus on the fundamentals - they operate with strong
values and culture, they understand what they are good at and what
they need to do to succeed. They don’t go chasing after rainbows.
Instead they build on their fundamentals, continually fine-tuning
their approach and getting better and better over time.
Our values as a business need to reflect the values we hold
as shareholders; hard-working, respect for others, honest and
trustworthy and acting confidently, but not arrogantly.
With the recent change in leadership, Fonterra has started on this
journey. We need to continue to develop it and cement these in place
to guide us as we enter into a new phase of Fonterra’s evolution and
growth.

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 17
Currently Fonterra is facing some difficult challenges. Our balance
sheet is stretched and it will take discipline over a number of years to
rebuild it to a strong position with the capacity to respond to issues
as they arise. Political and social pressures in New Zealand require us
to recapture the hearts and minds of everyday New Zealanders and
rebuild their trust and restore their belief that we too are working
for the good of New Zealand. Competition for milk in New Zealand
is set to intensify and we need to behave and act with strength and
integrity to ensure we protect our long-term investments.
How we respond to these challenges must not only be informed by
careful analysis, but must also stay true to the values, vision and
purpose that we collectively hold.
Conclusion
I am a dairy farmer and earn my income from the milk cheque on
the 20th of each month. My wife and I have built a successful dairy
farming business driven strongly by our family values.
We need to get the basics of Fonterra right to position us for the
next phase of our evolution and growth. We need Directors with the
strength to drive the changes and improvements required and with
a natural empathy for our farmers and our industry. I have the skills,
values and capability to bring that change.
I need your vote to make a difference!
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 PROFILES
PAGE 18
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 supported his nomination.
Entity NameFarm IDShareholder Name
EK & MJ Chisnall Ltd
37066, 37067, 37072,
39625, 37189, 37184
Evan Chisnall
Greig Farming Ltd45300Owen Greig
Couper & Couper Ltd11705Simon Couper
Diversion Farm Ltd46170Lloyd Rayner
D&D Dairies Ltd46049Greg Duckett
Three Spring Dairies
Ltd
37225Willy Leferink
Keswick Farm Dairies
Ltd
38747Richard Stalker
Clearview Farms Ltd78915Phillip Herdman
Melrose Dairy Ltd37065, 37064, 37068Mark Slee
Pahautea Limited
Partnerhip
46158Alexander Bidwill
AR Mockford Family
Trust
73808Allan Mockford
Rotopai Farms Ltd46102, 46103, 46104Stewart Weatherstone
Amuri Dairying Ltd37905, 37912, 37919Andrew Benton
Delvin Kapuni Ltd41652Steve Poole
GRALYN FAMILY
TRUST NO1 & NO2
42974Graham Robinson
Wilmar Farms
Partnership
10202William Tye
Gow Family Trust21743Matthew Gow
Back Track Dairies
Limited
37240, 37241Jeremy Casey
Glenheath Farming
Company Ltd
47271John Gunson
Westmorland Estate
Ltd
76727Sue Fish
Aranui Dairies Ltd45549Andrew Gillespie
MD & DW Heenan35302, 35303, 35304Denis Heenan
Ardno Farms Ltd35312, 35314Nick Hamilton

BOARD OF DIRECTORS - CANDIDATE PROFILES
PAGE 19
HK & HR Boyd Family
Trust
32793Howard Boyd
Engliston Pastoral
Co Ltd
32506Hamish English
Paul Turner Farm Trust35203, 35207Paul Turner
Sole Farms Ltd32648John Hickman
Strathyre Farms Ltd32683John Hickman
Maxwell Farming
(Mossburn) Ltd
32796Alan Maxwell
Hillpark Dairy37208Charles Whitehead
Claxby Estate Ltd38701, 38702
Margaret Spencer-
Bower
Longland Dairies Ltd37110Martin Furrer
Circle Hill Ltd
Partnership
38262Robert McNab
Kenmare Dairy Ltd37804Emlyn Francis
MOBH Farm
Partnership
32355Tim Montgomerie

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

---

Election of ONE (1) Director
Voting closes at:
1PM ON THURSDAY, 20 DECEMBER 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
SECOND ELECTION VOTING PAPER
John NICHOLLS
Self Nomination Process Candidate
Jamie TUUTA
Independent Nomination Process Candidate
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. If both candidates get more than 50 per cent support,
the candidate with the highest proportion of votes will be
appointed.
If neither candidate obtains more than 50 per cent support:
• Another election will not be held for the vacant position
• The Board can use its constitutional power to make a
temporary appointment to fill the vacancy until the
conclusion of the 2019 Annual Meeting.
Postal Voting Instructions
This is a First Past the Post, Majority vote to elect
ONE (1) Director.
• You are encouraged to cast a vote (either YES or NO) for
both candidates.
• You may only vote YES for ONE (1) candidate. If you vote
YES for both candidates, your vote will be invalid.
• You can vote NO for both candidates if you wish.
• 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 Friday, 14 December
2018 so it reaches the Returning Officer before the
close of voting.