2019 Fonterra Shareholders’ Fund Notice of Meeting

2019
Notice of
Annual Meeting
Notice is hereby given that the 2019 Annual
Meeting of unit holders of the Fonterra
Shareholders’ Fund will be held
MONDAY 11 NOVEMBER 2019
Commencing at 10am
(New Zealand Time)

2
Notice of
Annual
Meeting
Notice is hereby given that
the 2019 Annual Meeting of
unit holders of the Fonterra
Shareholders’ Fund will be held
When
Monday 11 November 2019
Commencing at 10am
(New Zealand Time)
Items of Business
A. Welcome and Introduction
B. Address by the Chairman of the Manager of the
Fonterra Shareholders’ Fund
C. Address by the Chairman of
Fonterra Co‑operative  Group Ltd
D. Address by Chief Executive Officer of
Fonterra Co‑operative Group Ltd
E. Unit holder discussion
F. Resolution:
Unit holders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolution:
1. To re‑elect Kim Ellis, who retires by rotation and stands
for re‑election, as a director of the Manager of the Fund.
In accordance with the Fonterra Shareholders’ Fund
Trust Deed, the resolution above is to be considered as
an ordinary resolution and is required to be passed by a
simple majority of the votes of those unit holders entitled
to vote and voting at the Annual Meeting.
Mr Ellis is an ‘Independent Director’ for the purpose of the
NZX Listing Rules.
Explanatory Notes
Further detail on Mr Ellis is set out in the Explanatory Notes
on page 4.
ATTENDANCE
All unit holders are entitled to attend and vote at the Annual
Meeting or to appoint a proxy or representative to attend
and vote on their behalf.
Questions
Unit holders may submit questions to the Board of the
Manager ahead of the Annual Meeting. Questions should be
relevant to matters at the Annual Meeting, including matters
arising from the financial statements or general questions
regarding the performance of the Fund or Fonterra.
The Manager has a discretion on which questions will be
addressed at the Annual Meeting.
Please submit questions by email to Investor.Relations@
fonterra.com. Please write ‘Questions from Unit Holders’ in
the subject line of the email.
There will also be an opportunity for unit holders and proxy
holders to ask questions at the Annual Meeting.
Where
Fonterra’s Auckland Office
109 Fanshawe Street
Auckland Central
Important Dates
These dates are given in New Zealand time.
Friday 8 November 2019, 5pm
Record Date for voting entitlements for the Annual Meeting
Saturday 9 November 2019, 10am
Latest time for receipt of Proxy/Voting forms or for online proxy
appointments
Monday 11 November 2019, 10am
Annual Meeting
PROXIES
A proxy need not be a unit holder, and may be appointed by
completing the form accompanying this Notice of Annual
Meeting or online at www.investorvote.co.nz.
The appointment of a proxy or representative does not
preclude a unit holder from attending and voting at the
Annual Meeting.
You may appoint the Chair of the Annual Meeting or any
other director of the Fund as your proxy.
If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair will be
appointed your proxy and will vote in accordance with your
express direction, and any undirected votes will (subject to
any restriction(s) set out in the NZX Listing Rules) be voted
in accordance with the Chair’s discretion.
ANDREW CORDNER
Company Secretary
Auckland, New Zealand
11 October 2019
FSF Management Company Ltd (Australian Registered Business Number 190 539 935,
incorporated in New Zealand) is the Manager of the Fonterra Shareholders’ Fund.

3
Letter
from the
Chairman
Dear Unit Holders
On behalf of the Board of Directors I am pleased to invite
you to the seventh Annual Meeting of unit holders of the
Fonterra Shareholders’ Fund, commencing at 10am NZT
on Monday 11 November 2019 at Fonterra’s offices, 109
Fanshawe Street, Auckland Central.
At the Annual Meeting, the Fund Board will be joined by
John Monaghan, Chairman of Fonterra, and Miles Hurrell,
Chief Executive Officer of Fonterra. I will present an overview
of the seventh year of the Fund and John and Miles will
discuss Fonterra’s performance over the past year. Unit
holders will also have the opportunity to ask questions about
the operations and management of Fonterra.
Unit holders will be asked to vote for the re‑election of
Mr Ellis as an Independent Director.
Mr Ellis was originally appointed to the Board of the
Manager by Fonterra when the Fund was established. He was
re‑elected by unit holders in November 2016. By rotation, he
will stand down as an Independent Director and stand for
re‑election.
Biographical details for Mr Ellis are included in the
Explanatory Notes on the next page.
The Board unanimously recommends (with Mr Ellis
abstaining) that unit holders re‑elect Mr Ellis as an
Independent Director.
If you cannot attend the meeting and wish to appoint a proxy
to vote on your behalf, you may direct your proxy to vote
for or against the resolution, to abstain from voting, or to
exercise their discretion as to how to vote.
If you appoint the Chair or any other director as proxy to
exercise their discretion on how to vote, they will cast your
proxy vote in favour of the re‑election of Mr Ellis.
If you would like to appoint a proxy, complete and lodge
the enclosed Proxy/Voting form (either by post or fax) with
Computershare Investor Services. Alternatively, you can
appoint a proxy online by going to www.investorvote.co.nz
– you will need your CSN holder number and postcode (or
country of residence if outside New Zealand) to do this. If
you receive multiple Proxy/Voting forms, please complete
one Proxy/Voting form in respect of each unit holding.
All Proxy/Voting forms need to reach Computershare by
10am NZT on Saturday 9 November 2019.
For those unit holders who are attending the Annual
Meeting, please bring the enclosed Proxy/Voting form,
or your CSN holder number with you to assist with
your registration.
You are invited to join the Fund Board and Fonterra senior
management for light refreshments at the conclusion of the
Annual Meeting.
I look forward to seeing you then.
JOHN SHEWAN
CHAIRMAN
FONTERRA SHAREHOLDERS’ FUND

4
Explanatory
Note
The Board of the Manager of the Fonterra Shareholders’ Fund has statutory responsibilities for the activities of the Manager
and the Fund, including monitoring the compliance with regulatory requirements and ensuring that unit holders’ interests are
managed and protected in accordance with the constituent documents that relate to the Fund. Directors have no role in the
governance or operation of Fonterra.
Skills required of a director on the Board of the Manager include governance experience, preferably of a listed entity, financial
and capital markets knowledge, an understanding of co‑operatives, and risk management experience.
The following profile has been provided by Mr Ellis.
Resolution: Election of Director
Kim Ellis graduated from Canterbury and Victoria
Universities with first class honours degrees in Chemical
Engineering and Economics. His career took him through
a number of industries in leadership roles culminating in
13 years as CEO of Waste Management NZ which was sold
in 2006 to Terry Peabody’s Transpacific Industries. Since
then he has had 13 years in governance with private and
listed companies, including in the agri‑sector as Chair of
listed Seeka Kiwifruit and Director of privately held Tasman
Tanning.
He is currently Chair of Metlifecare, the NZ Social
Infrastructure Fund and the Turner family’s Sleepyhead
Group and is a Director of Freightways, Port of Tauranga and
Ballance Agri‑Nutrients.
He joined the Board of the Fund at the time of the Fund’s
inception in 2012 and participated in the latter stage of the
comprehensive Due Diligence process that preceded TAF
(Trading Among Farmers) and the formation of the Fund.
As such he is acutely aware of the tightly prescribed role
of the Fund and the Board of its Manager in underwriting
a stable capital base for Fonterra by means of the issuing
and redemption of units. A by‑product of this activity is
the opportunity of non‑farmer investors to participate in
the economic performance of New Zealand’s largest dairy
business. This has proven a less than rewarding experience
unfortunately but one which elected Directors on the Board
of the Manager of the Fund have no mandate to influence
given the wholly passive nature of the Fund.
He has owned 15,000 units since 2013. If re‑elected this will
be his last three‑year term.
KIM ELLIS
BCA (Hons), BE (Hons)

5
Procedural Notes
Voting Entitlements
Unit holders that will be entitled to vote on the
resolution at the Annual Meeting are those who are unit
holders of Fonterra Shareholders’ Fund at 5pm NZT on
Friday 8 November 2019.
Voting Process
Voting will be conducted by way of a poll. To vote, unit
holders can either:
ATTEND IN PERSON
If you wish to attend the Annual Meeting please bring the
enclosed Proxy/Voting form, or your CSN holder number
with you to the meeting.
APPOINT A PROXY TO VOTE
If you do not propose to attend the Annual Meeting, you
can appoint a proxy to attend the meeting and vote on your
behalf. The Chair of the meeting or any other director of
the Fund is willing to act as a proxy for any unit holder who
wishes to appoint him or her for that purpose. To do this,
enter ‘the Chair’ or the name of your proxy in the space
provided on the Proxy/Voting form (further details are
provided on the form).
If you appoint the Chair or any other director as proxy to
exercise their discretion on how to vote, they will cast your
proxy vote in favour of the re‑election of Mr Ellis.
To appoint a proxy, you need to do one of the following:
ONLINE
Lodge your proxy online by going to www.investorvote.co.nz.
You will need your CSN holder number and postcode (or
country of residence if outside New Zealand).
If you do not have your CSN holder number, please contact
Computershare at enquiry@computershare.co.nz or
+64 9 488 8777 (international).
FAX
You can fax your Proxy/Voting form to +64 9 488 8787.
MAIL
Return the Proxy/Voting form by mail to the Share Registrar,
Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, using the Freepost envelope provided.
For your proxy to be effective it must be received by 10am
NZT on Saturday 9 November 2019.
The addresses of the manager of the Fund and the supervisor
are as follows:
FSF MANAGEMENT COMPANY LIMITED
109 Fanshawe Street, Auckland 1010, New Zealand
Attention: Company Secretary
GUARDIAN TRUST COMPANY LIMITED
Level 6, 191 Queen Street, Auckland 1010, New Zealand
Attention: Relationship Manager Corporate Trusts
MEETING VENUE
Fonterra’s Auckland Office
ADDRESS
109 Fanshawe Street,
Auckland Central, New Zealand
PARKING
Parking is available at public car parks in the vicinity
of the venue including the Viaduct car park on
Sturdee Street.

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www.investorvote.co.nz
Fonterra Shareholders' Fund
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Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy to be effective it must be received by 10am Saturday 9 November 2019
Turn over to complete the form to vote
How to Vote on Items of Business
All your units will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other director, is willing to act as proxy for any unit holder
who wishes to appoint him or her for that purpose. To do this, enter 'the Chair'
or the name of your proxy in the space allocated in 'Step 1'of this form.
Alternatively you can appoint a proxy online at
www.investorvote.co.nz
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the unit holder must sign.
Joint Holding
Where the holding is in more than one name, all of the unit holders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
ATTENDANCE SLIP

SIGN
Contact Name Contact Daytime Telephone Date

STEP 2
hereby appointof
or failing him/herof
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
I/We being a unit holder/s of Fonterra Shareholders' Fund
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Fonterra Shareholders'
Fund to be held at Fonterra’s Auckland Office, 109 Fanshawe Street, Central Auckland on Monday 11 November 2019 at 10am (New Zealand time) and at any
adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority. If you do not mark a box your proxy may vote as they choose.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of unit holder(s) This section must be completed.
Unit holder 1
or Sole Director/Director
Unit holder 2
or Director (if more than one)
Unit holder 3
Annual Meeting of Fonterra Shareholders' Fund to be held at
Fonterra’s Auckland Office, 109 Fanshawe Street, Central
Auckland on Monday 11 November 2019 at 10am (New Zealand
time)
@Elect Electronic Communications
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Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ForAgainstAbstain
Proxy
Discretion
1.To re-elect Kim Ellis, who retires by rotation and stands for re-election, as a director of the Manager of
the Fund.