Notice of Annual Meeting Fonterra Co-operative Group Ltd

Fonterra Annual
Meeting 2019
Notice of Annual Meeting
of Shareholders and Explanatory Notes
10.30am on Thursday, 7 November 2019
ILT Stadium Southland
Surrey Park Sports Centre
18 Surrey Park Road
Invercargill

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 2
Contents
FONTERRA CO-OPERATIVE GROUP LIMITED
ANNUAL MEETING FOR 2019 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
Remuneration of Directors, Shareholders’ Councillors and Directors’
Remuneration Committee Members 6
Appointment of Auditor 6
Ratification of Appointment of Director 6
Approval of Amendments to the Shareholders’ Council By-laws 6
Shareholders’ Council Report 6
Approval of Shareholders’ Council Programme and Budget 7
Shareholder Proposals 7
PART TWO
EXPLANATORY NOTES TO NOTICE OF ANNUAL MEETING 8
Welcome 8
Annual Meeting Proceedings 8
Remuneration of Directors, Shareholders’ Councillors and Directors’
Remuneration Committee Members 8
Appointment of Auditor 9
Ratification of Appointment of Director 9
Approval of Amendments to the Shareholders’ Council By-laws 10
Approval of Shareholders’ Council Programme and Budget 11
Shareholder Proposals 13

page 3Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
Fonterra’s Annual Meeting will be held at the ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill at
10.30am on Thursday, 7 November 2019.
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 11 and 14 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 online 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, 5 November 2019.
-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 online or by 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 online and postal votes.
For the Annual Meeting you can also vote by proxy, or by
attending the meeting in person.
All online, postal and proxy votes must be received by the
Returning Officer by 10.30am on Tuesday, 5 November 2019.
A Shareholder’s voting entitlement is based on their milksolids
production. Shareholders will receive one vote for every 1,000
kilograms of milksolids supplied to Fonterra during the season
ended 31 May 2019.

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 one vote for every estimated
1,000 kilograms of milksolids to be supplied during the season
ended 31 May 2020. 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 9 October 2019 as the date for determining voting
entitlements of Shareholders for this meeting.
Accordingly, those persons who are, at 5.00pm on 9 October
2019, 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 special resolution will be passed if approved by a majority
of 75% or more of the votes of those Shareholders entitled to
vote and voting on the resolution.
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.
There are no voting restrictions 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 2019

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 4
2019 Fonterra Elections
and Annual Meeting
Dear farmers,
Our 2019 Annual Meeting will be held at the ILT Stadium Southland in Invercargill on Thursday 7 November.
We have moved away from holding the Annual Meeting at manufacturing facilities, to minimise the disruption to our operations
team and reduce costs.
At this year’s meeting Miles and I will review the Co-operative’s financial performance and discuss our newly announced strategy
and operating model.
Shareholders are being asked to vote on six ordinary business resolutions to:
1. approve the remuneration of Directors;
2. approve the remuneration of Councillors;
3. approve the remuneration of the Directors’ Remuneration Committee Members;
4. approve the appointment of the Auditor;
5. approve the Shareholders’ Council programme and budget; and
6. ratify the appointment of an Independent Director, Scott St John.
Each of these ordinary resolutions require more than 50 per cent support from voting farmers to be passed.
There is also a special resolution to approve amendments to the Shareholders’ Council By-laws. This relates to the finalisation of
the changes to our Farmer Director election process, which were announced back in July. Special resolutions require at least 75 per
cent support from voting farmers to be passed.
There are also two Shareholder proposals for consideration by Shareholders. Further detail on the proposals and the resolutions
are included within this booklet.
If you can’t attend the meeting in person, you can cast your vote online, by 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.
I look forward to seeing as many of you as possible at Invercargill.
John Monaghan
Chairman

page 5Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
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: That no increase of remuneration of Directors’ be approved
Resolution 2: That no increase of remuneration of Shareholders’ Councillors be approved
Resolution 3: That no increase of remuneration of Members of Directors’ Remuneration Committee be approved
Appointment of Auditor
Resolution 4: Appointment of KPMG as auditor and authorisation of the Directors to fix the auditor’s remuneration
Ratification of Appointment of Director
Resolution 5: Ratification of appointment of Scott St John
Approval of Amendments to the Shareholders’ Council By-laws
Resolution 6: Approval of amendments to the Shareholders’ Council By-laws
Shareholders’ Council Report
Chairman’s Review – Duncan Coull
Approval of Shareholders’ Council Programme and Budget
Resolution 7: Approval of the Shareholders’ Council programme and budget
Shareholder Proposals
Resolution 8: Mr Paterson’s Proposal
Resolution 9: Mr Simpson’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 - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 6
Business
Welcome/Introduction
Annual Meeting Proceedings
Chairman’s Review
Chief Executive Officer’s Presentation
Remuneration of Directors, Shareholders’
Councillors and Directors’ Remuneration
Committee Members
Directors’ Remuneration Committee Review
Resolution 1: That no increase of remuneration of Directors
be approved
To consider the remuneration of Directors recommended by
the Directors’ Remuneration Committee and, if thought fit, to
resolve:
“That no increase of remuneration of Directors be approved, as
recommended by the Directors’ Remuneration Committee.”
Resolution 2: That no increase of remuneration of
Shareholders’ Councillors be approved
To consider the remuneration of Shareholders’ Councillors
recommended by the Directors’ Remuneration Committee and,
if thought fit, to resolve:
“That no increase of remuneration of Shareholders’ Councillors
be approved, as recommended by the Directors’ Remuneration
Committee.”
Resolution 3: That no increase of remuneration of Members
of the Directors’ Remuneration Committee be
approved
To consider the remuneration of Members of the Directors’
Remuneration Committee recommended by the Board and, if
thought fit, to resolve:
“That no increase of remuneration of Members of the Directors’
Remuneration Committee be approved, as recommended by the
Board.”
Notice is given that the Annual Meeting of the Shareholders of Fonterra Co-operative Group Limited (“Company”) will be held
on Thursday, 7 November at the ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill.
John Monaghan
Chairman, on behalf of the Board
Notice of Meeting dated 15 October 2019
Appointment of Auditor
Resolution 4: Appointment of KPMG as auditor and
authorisation of the Directors to fix the
auditor’s remuneration
To consider the appointment of KPMG as auditor of the
Company and authorisation of the Directors to fix the auditor’s
remuneration and, if thought fit, to resolve:
“To appoint KPMG 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 Scott St John
To consider and, if thought fit, to resolve:
“To ratify the appointment by the Board of Mr Scott St John as a
Director of the Company, under clause 12.4 of the Constitution.”
Approval of Amendments to the
Shareholders’ Council By-laws
Resolution 6: Approval of amendments to the
Shareholders’ Council By-laws
To consider and, if thought fit, to resolve as a special
resolution:
“To approve the proposed amendments to the By-laws of the
Shareholders’ Council, as set out in Part Two of the Notice of
Meeting.”
Shareholders’ Council Report
Chairman’s Review
Notice of Annual Meeting of Shareholders of
Fonterra Co-operative Group Limited
PART ONE

page 7Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
Approval of Shareholders’ Council
Programme and Budget
Resolution 7: Approval of Shareholders’ Council programme
and budget
To receive and discuss the Shareholders’ Council report
(including the Milk Commissioner’s report) for 2018/19
(contained in the Shareholders’ Council’s 2019 Annual Report
to Shareholders) and the Shareholders’ Council’s programme
and budget for 2019/20 and, if thought fit, to resolve:
“To approve the Shareholders’ Council’s programme and budget
for the financial year ending 31 July 2020.”
Shareholder Proposals
Resolution 8: Mr Paterson’s Proposal
To consider and, if thought fit, to resolve:
“An independent review of Fonterra Shareholders Council to be
conducted immediately post the 2019 AGM.
The Purpose:
• How can the Shareholder Council be a more effective
cornerstone shareholder.
• Is there a better model.
• Acknowledging that the current model is not working for its
owners.
Action:
• Review to be completed by mid-2020.
• Any constitutional changes are required to be tabled at the
2020 AGM.
Proposed:
• An independent review panel and the appointment of an
independent chairman to be selected and agreed on by the
Concerned Shareholders Group and the Fonterra Shareholders
Council.
• The selected group is to adhere to the following:
0Conduct a professional submission and assessment process
on the current representation model.
0Provide Owners and Council with their review and
recommendations for consultation on whether the council
is fit for purpose or requires structural change.
0Has the power to co-opt extra panel members as required.
0All costs to be born out of existing council budget.”
Resolution 9: Mr Simpson’s Proposal
To consider and, if thought fit, to resolve:
“That this AGM instructs the Shareholders Council to
substitute under the Performance Committee Terms
of Reference ratified by full Council 24 June 2019 – the
following changes under Membership and Quorum [page 2]-
Replace full script with;
• the Performance Committee shall be appointed by the
Shareholders Council
• the annual appointment of the Chair, and instruction on the
direction of the Committee shall be made by the Shareholders
Council
• the Committee shall consist of a minimum of 5 members
including the Shareholders Councillor Chair or his/her nominee
who shall be an ex-officio member of the committee.
• The remaining minimum 4 committee members shall consist
of one Shareholders Council member, and a minimum of three
independent appointees who can provide independent legal,
economic or other professional advice.
That this AGM instructs the Shareholders Council to
substitute under the Performance Committee Terms
of Reference ratified by full Council 24 June 2019 – the
following change to Authority Clause page 3 to read;
Authority; The Performance Review Committee is authorised to:
• Seek information/guidance from the OECD, the International
Financial Corporation and other significant entities that have
had experience working with major cooperatives, state owned
enterprises and other entities with both commercial and other
goals.
• within the terms of reference initiate activities to evaluate
Fonterra’s performance to observe whether the good
business practices are being followed and the expectations of
Shareholders are being met.
• ensure their report does not breach any of the company’s
statutory requirements.
• seek information it reasonably requires from management
through the Council Executive
• Independently report their findings/opinions or commentary
directly to all shareholders twice yearly at the six monthly
interim financial statement, and prior to the AGM.”

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 8
Resolution 2: That no increase of remuneration of
Shareholders’ Councillors be approved
In accordance with By-law 3.1 of the Shareholders’ Council
By-laws, the Directors’ Remuneration Committee met in July
2019 to consider, and recommend to Shareholders, the form
and amount of the remuneration to be paid to Shareholders’
Councillors.
PART TWO
Explanatory Notes to Notice of
Annual Meeting
Remuneration of Directors, Shareholders’
Councillors and Directors’ Remuneration
Committee Members
Resolution 1: That no increase of remuneration of Directors’
be approved
In accordance with clause 34.1 of the Company’s Constitution,
the Directors’ Remuneration Committee (“Committee”) met
in July 2019 to consider, and recommend to Shareholders,
the form and amount of the Directors’ remuneration. The
Committee comprises six elected Shareholders and is chaired
by Mr David Gasquoine. Mr Gerard Wolvers resigned in June
2019.
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
Appointments and Remuneration Committee of the Board and
the Chairman of the Board.
In 2018 the Committee considered workload expectations
and market trends and recommended no change to Director
remuneration.
In 2019 the Committee reviewed remuneration practices
in New Zealand and Australia. The Committee noted that
Director remuneration had not been increased since 2017. The
Committee considered that as with previous years, the general
market trend was for a small annual increase in directors’
remuneration.
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 considered whether current remuneration
levels were appropriate, given the substantial Director
workload, to ensure highly skilled directors were attracted and
retained on the Board. The Committee believes it is important
to set realistic fee levels, having particular regard to the
broader market and the workload requirements.
The Committee noted that the $75,000 discretionary pool of
fees put in place in November 2017 had been used for the first
time in 2019 to remunerate a Director $25,000 for additional
workload. The Committee determined that the discretionary
pool gave the Board a tool to adequately remunerate Directors
for additional workload including multiple Committee
memberships.
As such the Committee determined to recommend no change
to Director remuneration in 2019.
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 Appointments and Remuneration 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

page 9Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
Ratification of Appointment of Director
Resolution 5: Ratification of appointment of
Mr Scott St John
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 Scott St John 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 2019 Annual
Meeting.
The Fonterra Board has determined that Mr St John qualifies as
an Independent Director.
Mr St John’s 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.
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 KPMG 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.
A formal request for proposal process was completed
last year for the provision of external audit services for
the financial year ended 31 July 2020. In December 2018
Fonterra announced that KPMG was the successful party in
that process, and the Directors recommend that KPMG be
appointed as auditor for the coming year.
The Directors recommend that Shareholders authorise the
Board to fix the auditor’s remuneration.
Explanatory Notes to Notice of
Annual Meeting
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.
In 2018 the Committee recommended that the Shareholders’
Councillor honoraria remained unchanged.
The Committee believes that the Shareholders’ Council
honoraria remains appropriate and has determined to
recommend no change in 2019. The Committee noted that the
role of Deputy Chair had been disestablished in 2019.
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)
• 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: That no increase of remuneration of Members
of the Directors’ Remuneration Committee be
approved
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 and were not
changed in 2018.
The Board recommends no change be made in 2019.

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 10
member (who may not be a Councillor) to the Independent
Selection Panel, and two observers (who shall be Councillors)
to the Nominations Committee of the Board.
4.6 Consultation on candidates for the Board: The
Nominations Committee will consult with the Council in
relation to the persons that the Committee proposes to
recommend for nomination by the Board (and election by
Shareholders pursuant to clause 12.1(a) of the Constitution)
as directors of the Company. The Council will have particular
regard to whether the appropriate number of directors have
sufficient “on-farm knowledge and experience”, in accordance
with the Board’s skills matrix.
4.7 Approval to stand: The Council must assess (and
resolve, by 75% majority in accordance with clause 5.8)
whether it approves the candidacy of any proposed candidate
for election as a Director (pursuant to clause 12.1(a) of the
Constitution). The matters to be considered by the Council
for the purposes of each such resolution shall be limited to
an assessment as to whether there is anything in the process
by which the candidate has been nominated, or pertaining to
the candidate themselves, that causes the Council to consider
that the candidate is not a suitable person to put himself or
herself forward for election as a director. The chairperson of
the Council must advise the Nominations Committee as to the
outcome of each such resolution, and the Board will disclose
the outcome, and any reasons provided by the chairperson
of the Council for it, in the nomination that forms the basis
for the postal ballot in which the candidate is proposed to be
elected.
On 25 September 2019 the Shareholders’ Council approved
the changes to the Shareholders’ Council By-laws, subject
to Shareholders’ approval. The Shareholders’ Council
recommends that Shareholders vote to support the
amendments.
The Shareholders’ Council emailed all shareholders on the
proposals on 8 July. A copy of that email, together with a
full copy of the By-laws showing the changes, and further
information on the changes to the Director election process,
can be viewed online at www.nzfarmsource.co.nz/business/
advice-support/shareholders-council/2019-agm
If resolution 6 is passed by the requisite majority of 75 per cent
or more of votes cast by Shareholders entitled to vote and
voting on the resolution, the Shareholders’ Council By-laws will
be amended as set out above.
If the resolution is not passed then the recommended changes
will not take effect. This means the Shareholders’ Council
will still be required to approve the candidacy of Director
candidates recommended by the Independent Selection Panel,
and in doing so consider the matters set out above in clauses
4.6 and 4.7 of the Shareholders’ Council By-laws. In addition,
there would be no stand-down period for sitting Shareholders’
Councillors standing for the Board.
The Shareholders’ Council has announced there will be a
review of the representative functions (see the Shareholders’
Council’s responses to resolutions 8 and 9 below). In addition,
a review of the changes arising from the 2016 Governance
and Representation review is required to be completed by
the 2021 Annual Meeting. It is anticipated that the changes
Details of his qualifications and experience are set out below.
Scott St John
Scott St John was appointed to the Fonterra Co-operative
Group Board in November 2016.
He was the CEO of First NZ Capital (FNZC) for 15 years,
stepping down from that role in early 2017. Scott has served on
the Council of the University of Auckland since 2009 and was
appointed Chancellor in 2017. He is a Director of Fisher and
Paykel Healthcare and chairs their Audit and Risk Committee.
Scott also serves on the Board of Mercury NZ Limited and
NEXT Foundation. Previous roles have included Chairman of
the Securities Industries Association, serving on the Board of
First NZ Capital and membership of both the Capital Markets
Development Taskforce and the Financial Markets Authority
Establishment Board.
Approval of Amendments to the
Shareholders’ Council By-laws
Resolution 6: Approval of amendments to the
Shareholders’ Council By-laws
Resolution 6 is a special resolution required by clause 16.7 of
the constitution.
In March 2019 a joint committee of the Board and
Shareholders’ Council was established to review aspects
of the Director election process. After consideration of
farmer feedback alongside governance best practice, and
consultation with the Returning Officer and the Independent
Selection Panel, the Committee put forward a number of
recommendations to the Board and Shareholders’ Council.
Changes to the Director election process were agreed, to take
effect for the 2019 Director election.
The recommendations included:
• All candidates recommended by the Independent Selection
Panel will go directly through to the ballot without approval
by the Shareholders’ Council.
• A stand-down period will be introduced for sitting
Shareholders’ Councillors which will prevent them from
standing for the Board in the same election cycle in which
they step-off the Shareholders’ Council.
To take effect, these recommendations require changes to the
Shareholders’ Council By-laws as follows:
2.13 Candidates may stand for Election of Directors:
For the avoidance of doubt a candidate in an Election may
(provided that the candidate has not, at any time following the
date of the annual meeting immediately preceding the relevant
election of Directors, held office as a Councillor) also be a
candidate in an election of Directors held at the same time,
but if that candidate is elected as a Director then the votes for
that person in the Election shall be disregarded and if there is
no other candidate in the Election a casual vacancy in terms of
clause 1.7 shall be deemed to have arisen.
4.5 Appointments to other bodies Independent
Selection Panel: The Council shall appoint an independent

page 11Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
recommended by this resolution will be considered as part of
those reviews.
Approval of Shareholders’ Council
Programme and Budget
Resolution 7: 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 Council’s view as to the Company’s direction,
performance and operations for the preceding financial year;
• report on the activities undertaken by the Council in the
preceding financial year;
• present the Council’s programme and budget for the current
financial year;
• present the Milk Commissioner’s Report;
• comment on other Company and dairy industry matters.
Shareholders are then asked to approve the programme and
budget of the Shareholders’ Council for the financial year
ending 31 July 2020:
FY2019
Budget
$000
FY2019
Actual
$000
FY2020
Budget
$000
Operating Costs:
Communications – including
Annual Report design and
print, information videos for
Shareholders652920
Councillor Honoraria (refer
Resolution 2), Council staff
salaries and related costs1,8251,5431,660
Professional Services – Milk
Commissioner costs, fees
paid to Council appointees
to the Milk Price Panel,
Legal costs110112110
Meetings and Engagement
- including accommodation
and travel for Council
meetings, Board/Board
Committee meetings, Ward
engagements, Government
and other external
stakeholder engagements350204200
Other – Councillor liability
insurance, Council staff
information technology
expenses352120
Total2,3851,9092,010
FY2019
Budget
$000
FY2019
Actual
$000
FY2020
Budget
$000
Connection
Contribution to costs of
MyConnect conference210210210
Contribution to costs of
Purpose review65490
Understanding Your
Co-operative Programme
265210250
Councillor training and
development - including
new Councillor introduction
programme80030
Council engagement with
farmers in regions – travel,
accommodation and
catering5029100
Total670498590
Governance Development
Programme146138146
Guardianship
Fonterra Elections:
Returning Officer – Director
election, Councillor
elections, Directors’
Remuneration Committee
election, and for 2019
Fonterra Farmer Custodian
Trust election200235
Director candidate meetings4555
Returning Officer - second
Director election 2018470
Independent Selection Panel
and secretariat, independent
Search Agent and candidate
interview expenses178185
Total250470475
Performance
External analyst support for
review of interim and annual
results554150
FY19 external analyst costs
for 2018 independent
assessment of Fonterra’s
financial performance since
inception1201250
Total 17516650
Total 3,6263,1813,271

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 12
BUDGET
Council seeks Shareholder approval for a budget of $3.271
million for FY20 as summarised above.
This is an increase of $90,000 over actual spend in FY19 due
to:
• Councillor Honoraria, Council staff salaries and staff
costs: The Explanatory Notes to Resolution 2 set out the
remuneration payable to Shareholders’ Councillors. The
FY20 budget makes allowance for the allocation of the full
Honoraria Discretionary Pool amount (if appropriate) and
Council staff short term incentive payments (at the Co-op’s
discretion).
• Fonterra Elections: For FY20 further allowance has been
made for the election for one trustee of the Fonterra Farmer
Custodian Trust, the retirement of two Councillors on top of
the standard rotation, and for additional Director candidates
going to the ballot as Independently Assessed Candidates.
• Understanding Your Co-operative Programme: During
FY19 there were fewer participants than FY18 where there
was record attendance. During FY20 Council plans to hold
shorter events in the regions to enable more farmers to
participate and continue some Head Office based two-day
events.
• Councillor training and development: In prior years
Council has allocated budget to enable some Councillors
to develop a better understanding of the Co-op’s overseas
operations. Due to the focus on reducing expenditure and
the strategy reset in-market visits were not undertaken
during FY19 and are not planned for FY20. Councillor
training and development is imperative to meeting Council’s
objectives and effectively fulfilling its functions so a reduced
allowance has been retained.
• Council engagement with farmers in regions: As an
extension to individual Councillor engagements in their
Wards, during FY19 Council’s Leadership Team held 9
meetings across 4 regions attended by over 420 farmers.
In response to Shareholder requests and recognising the
effectiveness of these engagements, they will be continued
and expanded during FY20.
• Director elections: The costs of the Independent Selection
Panel and secretariat, independent Search Agent and
candidate interviews are now recognised in Council’s budget
so there is a greater transparency of Director election costs
for Shareholders.
In November 2018 Fonterra Shareholders approved a budget
of $3.626 million for FY19 of which $3.181 million (88%) was
utilised. A smaller Council has resulted in lower Meetings and
Engagement costs. Director election costs exceeded those
budgeted due to the necessity to hold a second election, and
through recognising the costs of the Independently Assessed
Candidates process. Other variations between FY19 budgeted
and actual expenditure are noted above.
WORK PROGRAMME
Council’s work programme for FY20 includes:
Performance Monitoring
• Receive and review Fonterra’s Statement of Intentions (SOIs)
for FY20.
• Receive and review Fonterra’s strategy, three-year business
plan and budget.
• Monitor and report to Fonterra 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 ensure a meaningful
performance and reporting framework.
• Understand Fonterra’s reasons for any business investments,
acquisitions and disposals.
• Report on areas of concern and interest throughout the year
as required.
Connection
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
• Gather and regularly report Farmer feedback and views to
the Board.
• Provide farmer-minded analysis of key Board decisions to
Shareholders.
• Consider and investigate any issues referred to Council by
Shareholders.
• Meet as a full Council with the full Fonterra Board at least
twice.
• 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.

page 13Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
• 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.
• Engage with officials and make submissions on behalf of
Fonterra Farmers on the DIRA Bill, Zero Carbon Bill and any
other relevant legislation.
Guardianship
Independent Appointments
• If new appointments are required, appoint:
-the Milk Commissioner
-one independent appointee to the Independent Selection
Panel (Director election)
-two representatives to the Board’s Milk Price Panel (one of
whom must be an independent appointee)
-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.
• Continue to assess the Board’s governance practices.
Fonterra Elections
• Manage the Director election process in consultation
with the Board, appoint a Returning Officer to conduct
the Fonterra Elections, and organise Director candidate
meetings.
• Conduct a post-event review of the Director election
process.
Council Operations
• Convene a minimum of six meetings of the full Council
during the year and hold other 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, including
formally in the FY20 Shareholders’ Council Annual Report.
Fonterra Constitution and By-laws of the Shareholders’
Council
• Consult with the Board on its capital structure and milk
payments reviews.
• Review the Co-op’s philosophy in light of the outcomes of
the capital structure review and the new Purpose statement.
• 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.
• Commence planning for the five-year review of the 2016
governance and representation changes, which is required to
be completed by the 2021 Annual Meeting.
Shareholder Proposals
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 section 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 8: Shareholder Proposal - Mr Tony Paterson’s
Proposal
The Company has received the following proposal from Mr
Tony Paterson for shareholder consideration and resolution at
the Annual Meeting.
“An independent review of Fonterra Shareholders Council to be
conducted immediately post the 2019 AGM.
The Purpose:
• How can the Shareholder Council be a more effective
cornerstone shareholder.
• Is there a better model.
• Acknowledging that the current model is not working for its
owners.
Action:
• Review to be completed by mid-2020.
• Any constitutional changes are required to be tabled at the
2020 AGM.
Proposed:
• An independent review panel and the appointment of an
independent chairman to be selected and agreed on by the
Concerned Shareholders Group and the Fonterra Shareholders
Council.
• The selected group is to adhere to the following:
0 Conduct a professional submission and assessment process on
the current representation model.

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 14
0 Provide Owners and Council with their review and
recommendations for consultation on whether the council
is fit for purpose or requires structural change.
0 Has the power to co-opt extra panel members as required.
0 All costs to be born out of existing council budget.“
Your Board does not support this proposal and recommends
that you vote against it.
The Shareholders’ Council has advised it does not support
the Proposal.
This Shareholder proposal is an ordinary resolution requiring
the support of a simple majority of the votes of those
Shareholders entitled to vote and voting on the resolution.
Under Fonterra’s Constitution, the resolution will not be
binding on the Board or Shareholders’ Council.
The proposing Shareholder, Mr Tony Paterson, was entitled to
provide a statement in support of the proposal. The following
was supplied:
Dear Shareholders,
As a group of concerned shareholders, we have drafted and
submitted a carefully worded resolution to the Annual General
Meeting in November 7th 2019 in Invercargill to be voted on by
shareholders.
The purpose of the resolution is to offer the opportunity for all
shareholders to address the following points;
• The implementation of an independent and transparent review
of the Fonterra Shareholders Council.
0 Reviewing the inaction by the Fonterra Shareholders Council
given the evident non-performance of Fonterra.
0 Ensuring the Shareholder representative structure is
independent of Fonterra Board influence.
• Whether the Fonterra Shareholders Council is fit for purpose.
0What alternative structures of a representative body are
available for Fonterra Shareholders.
0Whether a representative body is required for Shareholders.
• Ensuring the ability of Fonterra Shareholders to have their
views heard and valued through the submission process.
0This is an opportunity for Shareholders to provide individual
submissions to the review process.
We encourage you to vote in support of this resolution for a
better Fonterra we will all be proud of in the future.
Thanks to all the shareholders who have contributed to this
resolution which has been a broad cross section of Fonterra
Shareholders from across New Zealand.
Regards
Tony Paterson.
Contact details: email tp.lisa@xtra.co.nz, phone 0275948341
The Board comments on Mr Paterson’s Proposal as follows:
The Board respects the rights of Shareholders to propose
resolutions for consideration by all Shareholders. Your Board
has considered Mr Paterson’s proposal and recommends that
you vote AGAINST this proposal.
The Board considers that the action contemplated by the
proposal is unnecessary due to the recently announced review
of the Shareholders’ Council.
On 1 October 2019 the Shareholders’ Council announced to all
shareholders that it would be instigating a full review of the
Shareholders’ Council. It was announced that the review will
look at:
• Council’s functions under the Constitution and whether
there should be any changes, and
• the appropriate structure to achieve those functions.
The Shareholders’ Council advised that it contemplated
independent oversight of the review and extensive shareholder
consultation and that any changes requiring Shareholder
approval will be considered at the 2020 Annual Meeting for
implementation from that meeting.
Given the Shareholders’ Council’s announced review, the
independent oversight of this review and the Shareholders’
Council’s intent to consult with shareholders, the Board
considers that Mr Paterson’s proposal is not necessary at the
current time.
The Board also notes that the proposal asks shareholders to
give the “Concerned Shareholders Group” the power to choose
the proposed review panel. The members of that Group are not
identified. Unlike the Shareholders’ Council, the Group is not
an elected representative body. Shareholders should carefully
consider whether it is appropriate to vest such powers in an
unidentified and non-elected group of shareholders.
The Shareholders’ Council has reviewed Mr Paterson’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 Paterson’s proposal.
It does not support it for the reasons set out below.
1. The recent performance of our Co-operative has
caused Council to reflect upon its role. Councillors, as
Shareholders themselves, are serious about Council’s
role as the representative of all owners’ interests and the
guardian of our Co-operative principles.
2. Before assessing Fonterra’s ‘current representation model’,
deciding whether Council is ‘fit for purpose’ or whether
Council requires ‘structural change’ Council believes it
is important to take a step back and review Council’s
functions.
3. During the 2016 review of Governance and Representation,
Council’s role and the scope of Council’s functions set out
in the Constitution were clarified but not changed.

page 15Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
4. Council has already announced there will be a full review of
Council, and that this review should include:
a. Council’s functions under the Constitution and whether
there should be any changes, and
b. the appropriate structure to achieve those functions.
Council contemplates independent oversight of that review
and extensive Shareholder consultation.
5. Once Council’s purpose and functions moving forward
have been reviewed and determined, it is then appropriate
to determine how it should operate and any structural
changes required.
6. The proposal requires the costs of the review to be met
out of the existing Council budget. Until such time as any
changes to Council’s functions set out in the Constitution
are approved by Shareholders, Council is required to
perform those functions and necessarily incurs costs doing
so.
Resolution 9: Shareholder Proposal - Mr Trevor Simpson’s
Proposal (Supported by Mr Mike Peters, JH & R Cotman and
MJ Lumsden)
The Company has received the following proposal from Mr
Trevor Simpson (which is supported by Mr Mike Peters, JH & R
Cotman and MJ Lumsden) for shareholder consideration and
resolution at the Annual Meeting.
Ordinary Resolutions to 2019 Fonterra AGM
“That this AGM instructs the Shareholders Council to
substitute under the Performance Committee Terms of
Reference ratified by full Council 24 June 2019 – the following
changes under Membership and Quorum [page 2]- Replace
full script with;
• the Performance Committee shall be appointed by the
Shareholders Council
• the annual appointment of the Chair, and instruction on the
direction of the Committee shall be made by the Shareholders
Council
• the Committee shall consist of a minimum of 5 members
including the Shareholders Councillor Chair or his/her nominee
who shall be an ex-officio member of the committee.
• The remaining minimum 4 committee members shall consist
of one Shareholders Council member, and a minimum of three
independent appointees who can provide independent legal,
economic or other professional advice.
That this AGM instructs the Shareholders Council to
substitute under the Performance Committee Terms of
Reference ratified by full Council 24 June 2019 – the following
change to Authority Clause page 3 to read;
Authority; The Performance Review Committee is authorised to:
• Seek information/guidance from the OECD, the International
Financial Corporation and other significant entities that have
had experience working with major cooperatives, state owned
enterprises and other entities with both commercial and other
goals.
• within the terms of reference initiate activities to evaluate
Fonterra’s performance to observe whether the good
business practices are being followed and the expectations of
Shareholders are being met.
• ensure their report does not breach any of the company’s
statutory requirements.
• seek information it reasonably requires from management
through the Council Executive
• Independently report their findings/opinions or commentary
directly to all shareholders twice yearly at the six monthly
interim financial statement, and prior to the AGM.”
Your Board does not support this proposal and recommends
that you vote against it.
The Shareholders’ Council has advised it does not support
the Proposal.
This Shareholder proposal is an ordinary resolution requiring
the support of a simple majority of the votes of those
Shareholders entitled to vote and voting on the resolution.
Under Fonterra’s Constitution, the resolution will not be
binding on the Board or Shareholders’ Council.
The proposing Shareholder, Mr Trevor Simpson (supported
by Mr Mike Peters, JH & R Cotman and MJ Lumsden), was
entitled to provide a statement in support of the proposal. The
following was supplied:
Supporting Commentary
Fonterra shareholding Farmers have become gravely concerned
at the situation developing within their company. Most have
serious concerns about the performance of our Cooperatives
management. Shareholders have suffered significant losses in
share value and confidence is waning. In our view it is imperative
that Shareholders and NZ public regains trust in NZs major
Company.
There have been suggestions in some quarters that the
Shareholders watchdog the Shareholders Council has not
performed as it was supposed to. There is also a view that the
Northington Partners report was too little too late. The reality
is no business can audit itself. Shareholders no longer want
Fonterra directors, staff or their own shareholders telling them
about Fonterra’s performance. Such information with the best
will is received with a degree of scepticism. The time has arrived
for us to mature sufficiently enough to want to hear the view on
Fonterra’s performance from outside our ranks. In other words,
some good ongoing independent analysis and informed views
on the perception of our business from outside the company
structure.
Independent Performance Review Committees have been
important for improving state owned enterprise performance
around the world and they have also been important in the
corporate world where firms have important minority interests.
Initially a group of farmers with good advice were going to
demand the setting up of a fully independent review team. We
were aware that recently the shareholders council has put in
place a new terms of reference for their Performance Committee

Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 16
to consider Fonterra’s Performance. While we support this move
in principle, it does not go far enough in ensuring a degree of
independence. Indeed the same could be said of our proposal
and there is still a strong view that a truly independent panel is
required. However if we were to follow that path then we would
have to consider the relevance of the shareholders Council going
forward.
Our remits reflect a middle ground and addresses some
real concerns as to the nature of the terms of reference and
the independence of its reporting back to shareholders. The
proposed Independent Panel should not take on the role of the
Company Auditor, instead it must focus on providing an ongoing
succinct evaluation of overall performance, including execution
of the Fonterra strategy.
To have value, the formation of such a vital committee must
have Terms of Reference based on International best practice
and we note that further guidance for the establishment of such
a committee can be obtained from the OECD, International
Financial Corporation and other significant entities that have
had experience working with major cooperatives, state owned
enterprises and other entities with both commercial and other
goals.
There are some matters contained in the terms of reference
that we do not believe meets these nor the shareholders
requirements. In particular the powers given solely to the Council
Chair in the appointment process do not seem healthy. Rather
appointments and direction must come from the shareholders
council itself and if they don’t, why would we seek to retain the
current format.
Instead of being critical, we table a two part resolution designed
to address some of the shareholders concerns. While it must
be a fundamental requirement to provide any Report from
this review committee directly to Shareholders un-redacted
at specific timelines, the independent committee will need to
ensure in so doing it does not breach any of the company’s
statutory requirements. While a compromise from complete
independence, carefully managed, we believe such actions are
in line with best global practice, and has the potential to improve
outcomes which will benefit shareholders, the industry and the
nation.
We seek support from fellow Shareholders and from the
Shareholders Council to implement these Resolutions.
The Board comments on Mr Simpson’s Proposal
as follows:
The Board respects the rights of Shareholders to propose
resolutions for consideration by all Shareholders. Your Board
has considered Mr Simpson’s proposal and recommends that
you vote AGAINST this proposal.
The Board considers that the action required by the proposal
is unnecessary due to the recently announced review of the
Shareholders’ Council.
As detailed above, on 1 October 2019 the Shareholders’ Council
announced to all shareholders that it would be instigating a
full review of the Shareholders’ Council. The Council advised
that the review will look at both the Council’s functions under
the Constitution and whether there should be any changes,
and the appropriate structure to achieve those functions.
Given the scope of the announced review, the Board’s view
is that it is premature to be proposing changes to Terms of
Reference for the Council’s Performance Committee as the role
and functions of this Committee will be considered as part of
the review of the Shareholders’ Council.
Given the announced review of the Shareholders’ Council’s
function, the Board considers that Mr Trevor Simpson’s
proposal is not necessary at the current time.
The Shareholders’ Council has reviewed Mr Simpson’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 Simpson’s proposal.
It does not support it for the reasons set out below.
1. The recent poor performance of our Co-operative has
caused Council to reflect upon its role.
2. Council has announced there will be a full review of
Council, and that this review should include:
a. Council’s functions under the Constitution and
whether there should be any changes, and
b. the appropriate structure to achieve those functions.
Council contemplates independent oversight of that review
and extensive shareholder consultation.
3. Council believes that two sections of the Performance
Committee’s Terms of Reference should not be considered
in isolation. Rather, Council’s performance monitoring
and other functions set out in the Constitution should
first be reviewed and a decision made as to whether any
changes are required. It is then appropriate to consider
how those functions should be carried out – whether
by a Performance Committee or some other body,
group or person. Only then is it appropriate to consider
amendments to the Performance Committee’s Terms of
Reference.
4. Council also questions whether it is appropriate to seek
information and/or guidance from the OECD (Organisation
for Economic Co-operation and Development, an
international organisation that works to shape public
policies and global standard setting) and the International
Financial Corporation (part of the World Bank Group,
focused on developing and low-income countries).

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Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes page 18
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page 19Fonterra Co-operative Group Limited - 2019 Notice of Meeting of Shareholders and Explanatory Notes
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If undelivered please return to:
The Returning Officer
Fonterra Elections 2019
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

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, 5 November 2019
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, 5 November 2019.
• Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.
To ensure your Proxy Paper reaches the Returning Officer before the close of voting please post no later than Thursday,
31 October 2019.
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 no later than 10.30am on
Tuesday, 5 November 2019.
FONTERRA ANNUAL MEETING 2019
Combined Annual Meeting
Voting / Proxy Paper
FONTERRA ANNUAL MEETING 2019
Annual Meeting
Proxy Paper Information
10.30am on 7 November 2019. ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill

For enquiries phone the ELECTION HELPLINE:
0800 666 034
INTERNET VOTING
Vote via Farm Source website (at nzfarmsource.co.nz and/or fonterra.com)
• 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
1
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, 31 October 2019.
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.
BY PROXY
Appoint a person to attend the Annual Meeting and vote on your behalf.
A proxy need not be a Shareholder.
4

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.
There are no voting restrictions on the resolutions to be considered at the meeting.
A: Shareholder Details
Name
Supply Number:
Party Number:
B: Appointment of Proxy
If you wish to appoint someone as your proxy, insert 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, 7 November 2019 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 FOR AGAINST
1
Resolution 1

6
Resolution 6

2
Resolution 2

7
Resolution 7

3
Resolution 3

8
Resolution 8
Mr Paterson’s Proposal

4
Resolution 4
9
Resolution 9
Mr Simpson’s Proposal
5
Resolution 5
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, 5 November 2019.
Mail by separating, folding and inserting the proxy paper into the freepost envelope provided.
FONTERRA ANNUAL MEETING 2019
Annual Meeting Voting Paper
Use this paper to vote online, by post or by attending the Annual Meeting to vote in person.
FONTERRA ANNUAL MEETING 2019
Annual Meeting Proxy Paper
10.30am on 7 November 2019. ILT Stadium Southland, Surrey Park Sports Centre, 18 Surrey Park Road, Invercargill
Indicate your vote with a tick
FOR AGAINST
1
Resolution 1: That no increase of remuneration of Directors be approved

2
Resolution 2: That no increase of remuneration of Shareholders’ Councillors be approved

3
Resolution 3: That no increase of remuneration of Members of the Directors’ Remuneration
Committee be approved

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

5
Resolution 5: Ratification of appointment of Mr Scott St John

6
Resolution 6: Approval of amendments to the Shareholders’ Council By-laws

7
Resolution 7: Approval of Shareholders’ Council programme and budget
Indicate your vote with a tick
FOR AGAINST
8
Resolution 8: Mr Paterson’s Proposal

9
Resolution 9: Mr Simpson’s Proposal

Shareholder Proposals

---

Fonterra Elections 2019
Board of Directors
Candidate Profiles

page 2Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Fonterra Directors Election Introduction 1
Attributes And Skills 2
Report of Independent Selection Panel 5
Candidate Profiles
Cathy QUINN 7
Donna SMIT 10
Philipp HAAS 13
Andy MACFARLANE 17
Victor RUTHERFORD 21
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 – 2019 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

page 1Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Fonterra Directors Election Introduction
Voting is now open for the election of TWO (2) Directors to the Fonterra Board.
This year there are five candidates: four Independently Assessed Candidates (Andy Macfarlane, Donna Smit, Philipp Haas and
Cathy Quinn), and one Non-Assessed Candidate (Victor Rutherford).
The Fonterra Board has provided details of the Attributes and Skills the Board is seeking in the 2019 Directors’ Elections (pages 2-4
of this booklet).
The four Independently Assessed Candidates have been assessed by the Independent Selection Panel against the desired
Attributes and Skills. The Independent Selection Panel’s Report outlining the process followed is on page 5 of this booklet. The
Panel’s assessment is included prior to each of these candidates’ Profile Statements.
The Non-Assessed 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 Independently Assessed Candidates. Victor Rutherford is standing as a Non-Assessed Candidate in 2019.
‘First Past the Post’ Voting System
The Farmer Directors’ election uses First Past the Post voting. Each Shareholder may vote in favour of up to (but no more than) two
candidates.
The two candidates with the highest number of votes will be elected to the Board. In the event of a tied vote the outcome will be
determined by lot by the Returning Officer.
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:
Date Time Location Venue
Tuesday, 22 October10.00am – 12.00pmGore
Heartland Hotel, 100 Waimea St, Croydon,
Gore
Tuesday, 22 October 7.00pm – 9.00pmAshburton
Ashburton Trust Event Centre, 211a Wills St,
Ashburton
Wednesday, 23 October10.30am – 12.30pmPalmerston North
Awapuni Racecourse, Racecourse Rd,
Palmerston North
Wednesday, 23 October 7.00pm – 9.00pmRotorua
Holiday Inn, 10 Tyron St, Whakarewarewa,
Rotorua
Thursday, 24 October11.00am – 1.00pmHamilton
Mystery Creek Bledisloe Building, 125 Mystery Creek Rd,
Hamilton
Thursday, 24 October7.00pm – 9.00pmStratford
Stratford Golf Club, Pembroke Rd East,
Stratford
Friday, 25 October 11.30am – 1.30pmWhangarei
The Barge, 474 Maunu Rd,
Whangarei

page 2Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
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 will
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 potential 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.
We have 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.
The Fonterra Board Skills List (described below) should never
show that all skills are currently being delivered – it works best
when it shows 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 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. Prospective
candidates should not see the full list of skills or any particular
set of skills as a pre-requisite or as eligibility requirements
but rather as some of the things to take into account in
considering if they would meet the overall requirements for a
Fonterra Director.
Attributes
We consider that there are certain attributes that all of our
Directors must be able to demonstrate. These are the core
requirements, and you should consider them carefully as you
will be asked to show how you are able to deliver on each
attribute.
• 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

page 3Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Skill CategoryDefinition
In Depth Dairy Farming Experience
Has deep “on farm” dairy experience, having run or owned dairy operations 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 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
Consumer Experience
Has had a senior role in a consumer-oriented, retail or consumer goods company with
significant local, regional or global brands
Effective Leadership
Demonstrated governance leadership experience. Has had experience in human
resource/ people management, in particular, experience in environments that value and
demonstrate diversity of thinking and diversity of approach
Commercial/ Value Creation track
record
Has functional experience as CEO 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 have access to 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.
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

page 4Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
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 are eligible for re-election).
The darker shading represents the skills of directors who are
not retiring in 2019.
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 being sought in the 2019
Farmer Director Election. These are:
a) Corporate Sustainability and Responsibility Expertise,
b) Global Manufacturing/ Commodity Experience,
c) Consumer Experience.
The Board continuously aims to build the level of governance
leadership experience on the Board.
Skills Matrix
2019 Skills Matrix – Aggregated Skills of existing Fonterra Board
In Depth Dairy Farming Experience
Dairy Industry / Understand Value Drivers of Milk Price / Profit
Financial Experience
Risk Management Experience
Global Manufacturing / Commodity Experience
Consumer Experience
Technology Strategy and Governance
Corporate Sustainability and Responsibility Expertise
Innovation and Research and Development
Effective Leadership
Global Experience / Understanding
Commercial / Value Creation track record
Required skill level
Desired skill level
REMAINING BOARDDIRECTORS UP FOR RE-ELECTION

page 5Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Introduction
This report sets out the 2019 process undertaken by the
Independent Selection Panel (Panel) to:
• Rigorously assess and evaluate potential Farmer Director
candidates under the Independent Assessment Process
and make recommendations to Shareholders of the Farmer
Director candidates to stand for election at the upcoming
Fonterra 2019 election of directors;
• Rigorously assess and evaluate incumbent directors
standing for re-election in the 2019 election of directors
who elected to participate in the Independent Assessment
Process.
The Panel was formed in 2016 by the Fonterra Board of
Directors and the Fonterra Shareholders’ Council to provide
intending candidates with a confidential, rigorous and totally
independent assessment of their skills and experience against
the attributes and skills required by the Fonterra Board in
any year; and to provide Shareholders with independent and
comprehensive information about recommended candidates.
The membership and operations of the Panel are independent
of Fonterra.
A joint committee of the Fonterra Board and Fonterra
Shareholders’ Council was established in March 2019 to review
the director election process, following which changes were
made to improve the independence and transparency of the
newly named ‘Independent Assessment Process’.
The Panel Members for 2019 are as follows:
• Tony Carter, Independent Chair appointed by the Panel
members
• Joan Withers, Independent Member appointed by the
Fonterra Board
• Rob Campbell, 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 Fonterra Board; and
• That Shareholders will be better informed in the electoral
process.
2019 Process Undertaken by the Panel
The Panel met in July to:
• Elect the Chair of the Panel and note the appointment of
new Panel members by the Fonterra Board and Fonterra
Shareholders’ Council;
• Appoint an independent secretariat to assist the Panel;
• Appoint an independent search agent to support the
assessment of intending Independently Assessed
Candidates;
• Consider and note the required attributes and skill
requirements for director candidates, as set by the Fonterra
Board;
• Review and approve amendments to its Terms of Reference
following the 2019 review of the director election process;
• Agree the 2019 Panel Search Brief; and
• Agree the timetable to be followed in respect of the 2019
election process.
Following review of the nominations received, and an initial
interview and reference checking process conducted by the
Panel’s independent search agent, the Panel interviewed
a short-list of the candidates that applied under the 2019
Independent Assessment Process.
The Panel instructed the independent secretariat to arrange
interviews with the selected candidates, including the
incumbent directors standing for re-election who had elected
to participate in the Independent Assessment Process. 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 2019 Candidate
Handbook published by Fonterra, with particular regard given
to the three targeted skills identified.
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 shareholders for
consideration as a director of Fonterra.
Following the Independent Assessment Process, confidential
feedback was provided to all candidates who participated in
the process.
The two incumbent directors eligible for re-election each
confirmed they would stand for re-election in the 2019
election process; and the Panel unanimously selected
two additional intending candidates to put forward to
Shareholders for election.
Report of Independent Selection Panel
Appointed In Respect of Fonterra Co-operative Group Limited (Fonterra) Election of Directors

page 6Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
To assist Shareholders when deciding which candidates to vote
for in the 2019 director elections, the Panel has prepared an
assessment summary of each incumbent director standing for
re-election and the two additional intending candidates put
forward by the Panel, relative to the skills and attributes set
out in the 2019 Candidate Handbook. These summaries are
included in these Voting Papers.
Declaration of Association
From time to time, Panel members may interview and assess
intending candidates they have worked with in the past or
have a continuing business relationship with. The Panel is
confident that, notwithstanding these associations, each
Panel member will act with professionalism and independent
judgment when assessing Independently Assessed
Candidates and it is the intention of the Panel to make any
such associations known to shareholders to ensure full
transparency.
This year the Panel interviewed Cathy Quinn, with whom each
Panel member has a current or prior business relationship.
Notwithstanding these associations, the Panel is confident
that its assessment of each Independently Assessed Candidate
during the 2019 Independent Assessment Process was based
on merit
Yours faithfully
Independent Selection Panel
Tony CarterJoan WithersRob Campbell

page 7Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Cathy QUINN
INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 021 610 771
Email: cathy.quinn@minterellison.co.nz
Cathy Quinn is a highly respected commercial and
corporate lawyer with significant expertise in governance,
equity capital markets, mergers and acquisitions and
private equity services. She advises clients in a pragmatic,
constructive and thoughtful way, taking into account what
matters to them.
Having joined MinterEllisonRuddWatts on completion of
her law studies at Victoria University of Wellington, she
became Chair in 2009, and led the partnership for eight
years during a period of transformation and significant
growth. Amongst the numerous awards she has won, Cathy
was made an Officer of the New Zealand Order of Merit for
services to law and women in 2016.
Cathy is now pursuing a full-time governance career,
stepping down from the MinterEllisonRuddWatts
partnership at the end of 2019. She is a director of
Tourism Holdings, Fletcher Building, Rangatira, a board
member of New Zealand Treasury and the New Zealand
China Council, and Chair of Fertility Associates. Cathy
qualifies as a farmer director because she is a director and
trustee of Thistlehurst Dairy Limited, which is a supplying
shareholder to Fonterra.
Panel’s assessment of Cathy’s capabilities relative to 2019
Attributes:
Cathy demonstrates a deep commitment to the highest
standards of governance, both through her experience
advising boards on governance matters and through her
own governance roles. She also initiated and led what has
become an annual MinterEllisonRuddWatts Governance
Symposium to challenge and raise standards of governance
in New Zealand through thought leadership and
international speakers. The Panel took the view that she
had a solid empathy with the co-operative, demonstrated
through her provincial New Zealand upbringing, where she
spent a significant amount of time working on a relative’s
farm, and then through her legal work in the dairy sector.
Cathy has had a long association with Fonterra as a legal
advisor to predecessor entities as well as Fonterra and
more recently as a trustee and shareholder of a supplier.
Of particular significance is the advice and support she
provided to the Trading Among Farmers (TAF) scheme,
demonstrating a commitment to protecting shareholder
interests. The Panel believed this practical experience of
the co-operative’s business gave her a solid understanding
of its commercial and economic framework.
Cathy has developed a broad governance portfolio over
recent years, alongside her leadership of the law firm’s
board and (as previously mentioned) is currently a director
with a range of entities.
The Panel felt that Cathy had a good track record of
shareholder value creation, both indirectly through her
years of advising different organisations, and directly,
having led a significant turnaround in the performance
as Chair of MinterEllisonRuddWatts. She was responsible
for growing revenue by 70 per cent and doubling its
profitability, demonstrating sound judgement in the
decisions she took to deliver this outcome. This tenure
has also provided her with a broad global perspective,
having worked with many international companies and
organisations operating in global markets. In addition, she
has served on the NZ China Council, where she has led
trade delegations to China and represented the Securities
Commission at international meetings.
Despite having an active governance portfolio, the Panel
believe Cathy’s organisational ability, intellect and work
ethic give her capacity to fulfil the role of a Fonterra
Director. She demonstrated comprehensive strategic
thinking capability in her extensive and constructive
critique of Fonterra’s strategy and performance at
interview. Cathy has unquestioned honesty and integrity.
The Panel agreed that she satisfied the attributes required
by the Fonterra board.
Panel’s assessment of Cathy’s capabilities relative to 2019
Skills:
In relation to the priority skills, the Panel agreed that
Cathy had some knowledge and experience of global
manufacturing and commodities. Her role on the
boards of THL and Fletcher Building, both of which have
manufacturing operations, exposes her to the dynamics
of this sector and she is proficient in contributing to
discussions about the financial viability of investment in
new manufacturing plants, for example.
The Panel also acknowledged the level of knowledge
and understanding of consumer orientated companies
which Cathy brings. On the board of THL, she has shown
demonstrated value in the critique of its algorithmic
pricing model for customers and more broadly, the legal
consultation work she has undertaken has given her
insights into different consumer goods companies. In
addition, her role Chairing Fertility Associates, for example,
has exposed her to specific segments of consumers both
locally and though clinics in Malaysia.
The Panel assessed Cathy’s capability in corporate
sustainability and responsibility as a strength after
Independent Selection Panel (ISP) Assessment - Non-incumbent

page 8Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Why I want to stand for the Fonterra Board
Fonterra‘s success is incredibly important to shareholders
and our nation. Fonterra was formed in the expectation that
it would create a dairy company of global scale and deliver
greater value than would otherwise be the case.
Fonterra‘s performance is unsatisfactory. The Board and
management of Fonterra are working hard to turnaround
Fonterra‘s performance. I believe I have skills, experience and
attributes that would contribute to this. I am not a farmer
or traditional elected director candidate, but understand
the industry. Fonterra recognizes the difference between
representation and governance. Fonterra has discussed
looking inside its shareholder base to find directors for an
organization of its size and complexity.
Attributes
I believe I have the attributes sought in Fonterra directors -
from my 34 years of experience as an adviser to a range of
complex and global businesses, and also in the most recent
period as a director in a variety of listed and private companies
including entities of scale.
• I have sought to raise the standards of corporate
governance in New Zealand over decades. I seek to apply
best practice governance as a director. I believe directors
should approach matters with an independent and
inquiring mind, be willing to ask challenging questions in a
respectful manner, listen and make decisions with a view to
the long term best interests of the organization.
• I have advised in the dairy industry for many years. In
my career as a corporate lawyer, I have advised the Dairy
Board, Fonterra, the Shareholders Council and competitors
of Fonterra. In each of these roles I have sought to
demonstrate my respect for the cooperative.
• I have broad governance experience. I chaired my
firm’s partnership and Board. I served on the Securities
Commission. I am on the board of Tourism Holdings,
Fletcher Building and Rangatira Investments. I recently
became the chair of Fertility Associates, serve as an
executive Board member of the NZ China Council. I am
on the Advisory Board of the NZ Treasury and Chair,
OnBeingBold.
• I have a track record of creating value for shareholders.
During my tenure as chair of my legal firm our profitability
and reputation grew significantly. I have contributed to
clients’ strategy that contributed to value creation. I joined
the Board of Fletchers in September 2018 and am working
to see performance turnaround.
• I have a global perspective. I have been involved in
organizations that interact with others across the globe
and learnt from them. On the Securities Commission
I represented it at some meetings of international
regulators. I have advised companies from different parts
of the world. As an Advisory Board member of the NZ
Treasury we obtain international insights. I have spent time
in China with the NZ China Council. My governance roles
give me insights in respect of our offshore businesses.
• I have the time available to become a director of Fonterra.
I am retiring as a partner of my firm no later than 31
December 2019 and have gained significant experience as a
governor in the roles I have taken.
• I am regarded as a person of sound judgment. Clients have
sought me out for my judgment and I believe I am seen as
someone providing sound judgment around the Boards I sit
on.
• One of the hallmarks of a good commercial lawyer is the
ability to constructively question, challenge and critique
before agreeing on the best outcome. I believe I have a
successful track record of doing so both as a lawyer and a
director.
Candidate Profile Statement
hearing of a range of new thinking she is bringing to
her governance roles. For example, as Chair of the
Sustainability and Risk Committee of THL, she had been
part of the evaluation of capital expenditure, not only
from a financial perspective but in relation to a broader
consideration of its impact. In addition, as part of her role
on the Safety, Health, Environment and Sustainability
Committee at Fletcher Building, she is involved in seeing
Fletcher Building adapt to customer and investor and other
stakeholders’ demand for sustainability of products and
operations.
In terms of meeting the wider skillset required, the Panel
agreed that Cathy had comparatively limited ‘on farm’
dairy experience, however, she articulated an extensive
understanding of the dairy industry dynamics, including
the drivers of the milk price and the broader profit drivers
of the co-operative. Whilst her financial ability and overall
commercial capability were assessed to be solid, the Panel
viewed her leadership capability and risk management
experience as core competencies, where she could add
significant value to the Fonterra Board. Cathy has some
technology experience in the introduction of IT systems,
and limited experience in innovation and research and
development.
Overall, the Panel members were highly impressed by
Cathy’s calm, collected and clear communication style. She
had prepared well for her interview and exuded a high level
of competency. The Panel took the view that she would
offer significant value in strongly representing farmers’
interests on the Fonterra board.

page 9Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Skills
I believe I have a broad set of skills that would make me a
positive contributor to the Fonterra Board.
In relation to the targeted skills:
• Corporate Sustainability and Responsibility Expertise. I
chair the Sustainability Sub-Committee for the Board of
Tourism Holdings. I am a member of the Health, Safety and
Sustainability Committee of Fletcher Building. I completed
a course on Sustainability by the Cambridge Institute for
Sustainability. I demonstrate around the boards I sit on my
commitment to sustainability in its broadest sense.
• Global Manufacturing/Commodity Experience. I have not
been CEO of a global manufacturing/ commodity business
but I believe I have relevant experience. I sit on the Boards
of Tourism Holdings and Fletcher Building. Tourism
Holdings is a global business with some manufacturing
offshore. Fletcher Building’s manufacturing is now
concentrated in New Zealand and Australia. I have advised
a number of businesses over the years that manufacture
globally or are commodity businesses.
• Consumer Experience. I have had the opportunity to advise
many companies with significant local, regional or global
brands on a range of issues including regulatory issues
in different jurisdictions. Tourism Holdings is a global
business that provides services to our customers in each
of the jurisdictions we operate. Fletcher Building operates
in a globally competitive market albeit now focused on the
New Zealand and Australian market. Fertility Associates
provides IVF and other fertility services to customers
via our businesses in Malaysia. In addition, the law is a
business and our customers are consumers - invariably
demanding and sophisticated ones. My legal firm has a
global brand and I participated in the leadership of the
group when I chaired the NZ firm.
The skills matrix provided also highlights that further skills
in the areas of Effective Leadership, Risk Management and
Global understanding would be desirable on the Fonterra
Board.
Effective Leadership - I chaired my law firm during a period
of growth and positive transformation. We did this by doing
things differently.
Risk management experience - I have advised a range of
organizations over my career on risk management issues. I
am a member of the Risk and Audit Committee for Fletcher
Building and the Health, Safety and Sustainability Committee.
I am a member of the Audit Committee for Tourism Holdings
and chair the Sustainability Committee. I chair the Risk and
Audit Committee for the NZ Treasury.
Global experience/understanding - as noted above I believe I
have a proven global mindset.
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 shareholder (as trustee) of Thistlehurst Dairy Limited, which is a supplying shareholder of Fonterra
and holds 444,280 Fonterra shares.
• I am currently a partner at MinterEllisonRuddWatts (but have given notice of my resignation from the partnership no
later than 31 December 2019). MinterEllisonRuddWatts has provided legal services from time to time to Fonterra, the
Fonterra Shareholders Council and competitors of Fonterra.
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 10Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Donna Smit is standing for re-election to the Fonterra
board, having completed her first, three-year tenure.
She is a dairy farmer and experienced director with a
demonstrated history of working in primary industries and
has a deep knowledge and understanding of farming with
long-established connections and a high profile within
farming communities.
Donna has extensive experience in finance and business
management of organisations within the dairy and kiwifruit
industries. She is a Fellow Chartered Accountant and a
Chartered Member of the Institute of Directors. She is
currently a director of EastPack Limited, her family farming
business, Corona Farms Limited and a Trustee of the Dairy
Women’s Network. Former governance roles have included
directorships at Ballance Agri-Nutrients, Primary ITO and a
Trustee position at Eastern Bay Energy Trust.
She has a strategic mindset with proven, first-hand
knowledge of how to grow a business from the ground up.
Alongside her husband, Corrie, she has built a successful
family farming operation with farms in Whakatane and
Oamaru, producing close to 1.4m kgms from more than
3,000 cows, as well as investments in kiwifruit. Three of
the couple’s four children also farm. In addition, Donna has
more than 20 years of experience working in a leadership
position at the kiwifruit co-operative EastPack – one of the
most profitable primary sector businesses in New Zealand.
Panel’s assessment of Donna’s capabilities relative to
2019 Attributes:
The Panel assessed Donna to have a very high standard of
governance with a demonstrated history of working in the
primary industries. She has studied governance in detail
and applied high standards to her personal contribution.
Donna is an alumnus of the Fonterra Governance
Programme and (as previously mentioned) is a Fellow
of Chartered Accountants of Australia and New Zealand
and a Chartered member of the Institute of Directors.
At interview, she explained her motivation for being a
Fonterra board member was to effect positive change
within the organisation.
As a passionate dairy farmer, Donna exudes a deep
empathy for the co-operative and its ethos and has an
authentic understanding of the dairy farming industry
and community. Her Fonterra Committee roles include
serving on the Co-operative Relations Committee, where
she shares her knowledge, connections and networks in
the industry and the community at large. The Panel felt her
affinity to this attribute was extensive and, in addition, that
she demonstrated a good knowledge of Fonterra’s broader
commercial and economic framework. Given her operational
management experience, her in-depth knowledge of the
industry, and her experience on the Fonterra board, she
demonstrated a valuable skill in being able to understand
the detail, whilst also being able to apply strategic thought
to significant issues, for example, in relation to balance
sheet adjustments and the assessment of assets. Despite
Donna’s experience being mainly in the primary sector,
the Panel viewed her experience in those organisations to
be wide-ranging, providing her with a broad governance
experience.
Highly commercially minded, Donna’s own family farming
business is an example of how she has created value in
a business, expanding to seven farms in both the North
and South Island, achieving significantly lower break-even
than the average farmer and showcasing best practice
in sustainable methods. This also points to her sound
judgement in decision making. Whilst her profile is linked
definitively to New Zealand, she takes a keen interest
in global initiatives, developing existing knowledge of
exporting gained through EastPack activities, with further
inspiration from Fonterra-related trips to the US, Asia,
Latam and Europe.
Donna has already made significant contributions to
Fonterra through her courageous and constructive critique
and challenge. In the new environment, the Panel believe
she will develop further and have considerable impact.
Donna’s honesty and integrity are unquestioned. The Panel
expressed the view that she satisfied all the attribute
requirements.
Panel’s assessment of Donna’s capabilities relative to
2019 Skills:
In relation to the priority skills required by the Fonterra
board, the Panel agreed that Donna demonstrated some
understanding of global manufacturing processes and
had already demonstrated introducing improvements in
the governance of this area for Fonterra by introducing
manufacturing metrics into the board pack, for example.
She had also delivered a 27 per cent saving in labour
costs at EastPack through the introduction of lean
manufacturing techniques.
Donna demonstrated some experience of bringing an
understanding of the consumer into the operations
of EastPack, through handling customer complaints
and collating customer insights. She also articulates
a desire to connect the consumer to the farm gate
Donna SMIT
INCUMBENT DIRECTOR - INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 027 265 6668
Email: cdsmit@xtra.co.nz
Independent Selection Panel (ISP) Assessment - Incumbent Director

page 11Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Socrates said “The secret to change is to focus all of your
energy, not on fighting the old, but building the new”.
Fonterra is vital for New Zealand. I am standing for re-election
on the Fonterra board because I am passionate about building
a new Fonterra to support New Zealand farmers.
My priority for Fonterra is to maximise the value of our
farmers milk and capital. We will do this by:
• owning the strategic direction,
• ensuring there is an effective governance culture,
• holding management to account and
• ensuring the probity of financial reports and a high
standard of compliance with regulatory environments.
Owning the Strategic Direction
We have made big changes to the strategic direction of
Fonterra.
We have dropped the ‘Volume” ambition and are focusing on
adding value to NZ milk.
To me, focusing on “value” means applying a financial rationale
when considering what products, what markets, what
investments and what people.
We will continue to make sustainability a foundation,
customers value milk that is farmed ethically and sustainably
and products that are backed by our NZ co-operative heritage.
Ensuring there is an effective Governance Culture
There have been many changes in the leadership of Fonterra
in the past three years, a new CFO, CEO, Chairman, and a new
Auditor. The culture has changed as well, it needed to.
We have a relatively new board comprising a team of capable
people, who are working diligently and honesty. I know some
of our decisions have caused our farmers shareholders and
unitholders some angst. We are acting in the best interests of
the co-operative for the long term, we are building the new.
Holding Management to Account
We have appointed a new CEO and CFO, both have been
employed with fair and realistic terms and including for
remuneration.
Performance information provided to the board has improved
immensely.
Robust post investment reviews are now completed on capex
and investments.
Our communication lines have changed, our CEO now reports
on GDT results and updates. Management play a key role in
presenting results at our roadshows. You may have noticed
fewer slides and more time for questions.
There has been a strong focus on careful management of our
capex and opex budgets.
The results haven’t been as good as we would have liked, but
I can say this board is working hard on presenting realistic
forecasts, the long term poor performing assets have been
looked at with a sense of realism, and bold decisions have
been made to protect our balance sheet for the long term
future of our co-operative. We are dealing with significant
investments in China that have not performed.
We have addressed the 90-day Supplier payment terms, we now
pay NZ suppliers in accordance with business best practice.
Some big decisions have been made to keep our A- credit
rating. Big, bold decisions, but we are making economic
decisions rather than emotional ones.
This is the new Fonterra.
Candidate Profile Statement
through incorporation of pasture-fed dairy, New Zealand
provenance and co-operative rather than corporate values
in the messaging to consumers. The Panel agreed that
corporate sustainability and responsibility was a distinct
strength in Donna’s nomination. Her own farm has won
a Ballance Farm Environmental Award for the Bay of
Plenty area for combining sustainable farming techniques
and animal husbandry with concern for the impact of
dairying on the local community. She is an advocate for
incentivising farmers with rewards to introduce good
practice in this area.
In terms of the wider skillset, the Panel determined she
demonstrated extensive ‘on farm’ dairy experience and
financial understanding. She demonstrated a tremendous
level of resilience and leadership, and a solid understanding
of risk management, technology and innovation,
particularly in relation to the wide-ranging issues she
managed through her time at Eastpack, including the
PSA crisis and her award-winning introduction of RFID
technology. The panel acknowledged her strengthening
global perspective.
Overall, the Panel expressed admiration for Donna’s
resilient and spirited approach to her time on the
Fonterra board at a time of change and transformation.
They respected the way in which she has shown grit
and determination in tackling some of the board
challenges. At interview, she also impressed with her
heartfelt understanding of farming communities and
her commitment to a modern farming model which
demonstrated responsible stewardship rather than
ownership of the land. She expressed the view that
sensitivity to environmental protection was more
conducive to diverse thinking at the board table than ever
before.

page 12Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Compliance with Regulation
You may have noticed that our Annual Financial Statements
have more detailed notes explaining how valuations have been
determined.
We are working hard on allocating the unallocated overheads
to business units. This will drive more accountability and
ensure we assign resources and focus for the best return.
It was pleasing that 2018 Fonterra’s Annual Financial
Statements won the communications award and a Gold
Medal at the Australasian Reporting Awards. The report was
commended for having a clear, compelling narrative and a look
and feel that promoted a strong company identity and culture.
What I bring to the table
Here are three compelling attributes I bring to the Fonterra
board of directors:
• Corporate governance and management experience
• Expertise in strategy, finance and manufacturing.
• Practical knowledge across multiple rural industries
About me
I am a Dairy Farmer, a Fellow Chartered Accountant, a
Commercial Director and a mother with three of my four
children dairy farming. A strategic mind set and first-hand
knowledge of how to grow a business from the ground up.
Alongside my husband Corrie I have built a successful family
farming operation with farms in Whakatane and Oamaru
producing 1.4m kgms from over 3,000 cows, as well as
investments in kiwifruit.
I also have more than 20 years’ experience working as a
company administrator at kiwifruit co-operative EastPack,
one of the most profitable primary sector businesses in New
Zealand.
Qualifications and Awards
I have a number of qualifications, professional memberships
and awards to my name, including:
• Chartered Member, Institute of Directors;
• Fellow Member, Chartered Accountants of Australia & NZ;
• Fonterra Governance Development Programme 2009-
2010;
• National Business Growth Dairy Excellence Awards 2005;
• GS1 International Award for Innovation 2009 – RFID
Project.
Corporate governance experience
I have extensive corporate governance experience. I am a
director of my family farming business Corona Farms Group
and hold the following governance roles:
• Trustee of Dairy Women’s Network (DWN)
“Donna is solutions focused and not afraid to ask the hard
questions. She also has a strong moral conviction to work hard
and do the right thing for farmers. She will look for alternative
solutions rather than accept the status quo if she can find
a way to do things better.” I have a huge level of respect for
Donna” Cathy Brown Chair of DWN
• Fonterra Board committees include Audit and Finance and
Co-operative Relations Committee.
• Director of the Fonterra Farmer Custodian Ltd and FSF
Management Company Ltd.
• Director of EastPack Limited (May 2019) and Chair of Audit
and Risk Committee.
• Director of Kiwifruit Equities Ltd and subsidiary entities.
Looking Forward
We have the building blocks in place to improve Fonterra’s
financial performance, we can’t sell assets as a single way to
prosperity, every drop of milk and every cent of capital count.
Astute financial oversight is essential.
Other areas of focus will be:
• Governance Best Practice
• Ensuring our Capital Structure is fit for purpose.
• Earning your Trust with a clear value strategy and open
honest communication.
I have the experience and energy to serve, together let’s build the
new Fonterra, I respectfully ask for your support via your vote.
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 jointly with associated other persons (as defined in the Financial Markets Act 2013) as follows:
• Corona Farms Ltd 881,922 FCG Shares & 9,317 FSF Units
• Seven Mile Farms Ltd 305,940 FCG Shares & 3,063 FSF Units
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 13Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Philipp HAAS
Mobile: 020 440 8000
Email: philipp@haasconsulting.com
Swiss-born Philipp Haas is an international businessman,
investor and experienced board director. He holds a Master
of Business Administration (MBA) from the Business
School for Economics, Law and Business Administration of
St. Gallen with a specialisation in banking and is a current
or former director of 40 companies – four of which are
publicly listed. His professional experience encompasses
training programmes at the Cantonal Bank of Zurich,
Rothschild Bank in Zurich and Gestifundo S.A. in Lisbon,
Portugal. He was then active in syndication and primary
trading of Eurobonds and international equity issues with
both First Boston Corp., New York as well as with Credit
Suisse First Boston, London. He has been an equity analyst
and a global investment advisor to institutional clients
in Switzerland and heads up his own Haas Consulting
business.
Philipp has farming interests in Argentina and New
Zealand. His interests in Argentina include five cropping
cattle ranches, and a goat milk operation, making goat
cheese and selling it to speciality restaurants. He has
extensive land interests in New Zealand, totalling 15,000
hectares, and owns two dairy farms in Southland with
2000 cows – one supplying Fonterra, while the other is
with ‘MyMilk’. He also owns seven run-off blocks and four
beef and sheep stations.
He has been highly successful in management as head of
one of Turkey’s largest pharmaceutical companies, Deva
Holdings Limited. He is fluent in German, English, French,
Spanish, Portuguese, Italian and Turkish.
Panel’s assessment of Philipp’s capabilities relative to
2019 Attributes:
The Panel considered Philipp’s standard of governance to
be very strong, gained both through practical experience
on several boards across multiple industries facing different
challenges, and enhanced by his experience as an analyst
and investor. Philipp was strongly supportive of the co-
operative model, with an analytical overlay which recognised
the importance of farmer interests as a primary driver.
He demonstrated an innate commercial mindset and
understanding of the wider economic framework in which
Fonterra operates and his governance experience is broad,
having been a director of more than 40 companies in his
career.
Delivering to shareholders is a core attribute for Philipp
and he has personally led profitable turnarounds in
several companies. In addition, through his investment
management company, he analyses companies in emerging
markets and has been able to generate significant value for
shareholders through his understanding of the markets,
triggers, catalysts and timing.
Philipp has been a joint Swiss/New Zealand citizen for 20
years and has a truly global perspective, spending periods
of time working in his Turkish manufacturing business
and overseeing his extensive land and property interests
in New Zealand and Argentina. He is fluent in seven
languages and he expressed the view that this could be
helpful to Fonterra internationally.
Philipp’s business interests are well-managed, enabling
him to take a step back from operational matters and
have the time available to undertake a Fonterra director
role. If he were to be successful, Philipp would spend a
greater amount of time in New Zealand to fulfil the duties
required.
Philipp impressed the Panel with his track record of sound
judgement in relation to the successful management of his
businesses and the depth of his strategic capability was
evident. He demonstrated a clear ability to constructively
critique Fonterra’s strategic direction, in particular the
historical decisions to buy into overseas milk pools and
focus on commodity markets. Part of Philipp’s success
in turning around several companies has been in the
adoption of strict financial management. Philipp has a deep
understanding of the volatility of international markets
and was critical of Fonterra’s past management of foreign
businesses. His honesty and integrity were unquestioned
and therefore the Panel took the view that he more than
satisfied the attributes required.
Panel’s assessment of Philipp’s capabilities relative to
2019 Skills:
In terms of Fonterra’s priority skills for 2019, the Panel
acknowledged that Philipp had an impressive track record
of success in global manufacturing and commodities.
As the Chairman and Chief Executive of Deva Holdings
in Turkey, he has 12 years of manufacturing experience
in the pharmaceutical sector across three sites. Deva is
a rapidly growing business which produced 220 million
units in 2018 compared to 60 million units in 2006. The
Panel could also see that this role had also given him
deep insights into a consumer-orientated business in the
pharmaceutical context. He had overseen the development
of new products in new segments, selling to 50 countries
worldwide. Philipp had also held a previous governance
role with Rogan Brewery in the Ukraine where he
Independent Selection Panel (ISP) Assessment - Non-incumbent
INDEPENDENTLY ASSESSED CANDIDATE

page 14Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Understanding of and commitment to the highest standards of
governance including an understanding of the collective group
decision making process adopted by the Fonterra Board:
As a current and past director of more than 40 companies, of
which 4 are publicly listed, I understand corporate governance
and am deeply committed to the highest governance
standards.
Understanding of and empathy with the Co-Op:
I am a shareholder of many co-ops, such as Alliance, Ballance,
and Fonterra. I firmly believe that Fonterra must remain
farmer controlled.
Ability and knowledge to comprehend the wider commercial
and economic framework in which Fonterra operates:
An economist by training, I understand the international,
economic and commercial reality within which Fonterra
operates. Through my farming operations in Argentina and
New Zealand and through my management experience as the
head of one of the largest Turkish pharmaceutical companies, I
understand the FMCG and international markets.
Broad governance experience:
A board member in Rogan Breweries in the Ukraine, I assisted
in the restructuring of the company, increase profitability and
its sale to InBev. I was also a board member of Net Holding,
Turkey’s leading tourism and entertainment operator.
I am a shareholder of my farming company in Argentina,
Agrovest S.A. and director of my farming companies in New
Zealand, Southern Farms New Zealand Ltd as well as its land
holding companies, which today operate 2 dairy farms and 4
beef and sheep stations with a total land holding of 15,000
hectares.
I am the founder, Chairman and CEO of EastPharma Ltd and
Chairman and CEO of Deva Holding A.S. since 2008.
Proven track record of creating value for shareholders:
In 1992, encouraged by investment legend Sir John Templeton,
I started GEM Global Equities Management S.A. in order to
manage investments in emerging markets.
As a fund manager, I created outstanding returns for my
investors, who included George Soros and Sir John Templeton.
Gazinvest Fund went up 14 times between 2003 and 2006,
thanks to my ability to analyze companies.
At Deva Holding A.S., a deep restructuring involving the
building of all new production sites, new strategic focus.,
and while it was loss making during many years, it now has
an EBITDA margin in excess of 30% and it has reached the
number one position in the Turkish hospital market.
It had no exports in 2006, but now exports 15% of its sales and
has its own subsidiaries in Germany, US, Switzerland and New
Zealand and it sells to 50 countries worldwide, ranging from
the US to Europe, Russia, Africa, Middle East, Asia.
Candidate Profile Statement
restructured the business for sale to InBev. An element in
this process was the ramping up of marketing capability to
develop a premium brand which took market share from 15
per cent to 25 per cent.
In terms of corporate sustainability and responsibility,
Philipp’s achievements in this area were in relation to his
work at Deva and his farm management practices meet
high standards. The Panel particularly appreciated his
handling of an environmental scare at Deva, when barrels
of organic alcohol were found to be buried on the site of
new factory buildings, attracting negative media attention.
He organised proper disposal and launched a campaign to
communicate this remediation work.
In relation to the wider skillset required, the Panel
felt that Philipp demonstrated solid ‘on-farm’ dairying
experience. He took a very hands-on approach to the
operations of his farming businesses, before putting a
management structure in place. Panel members felt Philipp
demonstrated an extensive commercial understanding
of the dairy industry, the drivers of the milk price and
the profit drivers for the co-operative. His financial
expertise is a key strength, having demonstrated extensive
capability in the analysis of markets and companies
from an investment perspective and proven operational
management of key financial metrics in the profitable
turnarounds of several businesses. Philipp demonstrates
extensive experience in the management of risk, again
from both an investment and operational perspective.
For example, in his pharmaceutical experience, he has an
acute understanding of the risks in product development
and has instigated a process to assess product feasibility
from different disciplines including the market opportunity,
production and regulatory. He also demonstrates extensive
capability in the management of innovation, research and
development, having grown the R&D function at Deva
Holdings from 10 to 170 people and built a new centre
of excellence to improve the flow of new products. He
has an ability in the delivery of significant value creation
through his numerous business interests and his global
experience and understanding is impressive. He has some
understanding of technology through the implementation
of IT systems in the Turkish pharmaceutical business, but
this is not a key strength for Philipp.
Overall, the Panel expressed the view that Fonterra
would be fortunate to have an individual with Philipp’s
experience as a Farmer director. His confident but
understated personal style, and succinct and decisive
mode of communication suggested he would resonate well
with existing board members and provide confidence to
shareholders that he was representing their interests well.

page 15Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Details of my previous governance experience:
Consumer:
Rogan Breweries, Ukraine and Net Holding Turkey.
Pharmaceuticals:
Deva Holding A.S. Turkey and 10 subsidiaries
Life Insurance:
New Life Yasam Sigorta A.S., Life Insurance company, Turkey,
Chairman
Farming companies New Zealand, Director
General statement regarding my views, policies and intentions
if elected:
In my view, Fonterra is in a critical situation. The main issues
are:
• Stagnating milk production in New Zealand
• Increased competition from foreign companies
• Fonterra’s High debt levels
I intend to ensure that Fonterra improves profitability so it can
pay dividends to shareholders and can stay independent and
will not be taken over by a foreign entity, as has happened to
Silver Fern Farms as well as most recently to Westland Milk.
We need to lower the debt, improve profitability and the
Fonterra share price by limiting capital expenditure and
decreasing costs, promoting higher value added, branded,
consumer products and by intensifying marketing to emerging
markets. I am opposed to making new investments outside of
New Zealand like Beingmate and farms in China.
Having said this, I am against selling assets at fire-sale prices
or assets which can be valuable for Fonterra in the future.
Therefore, Fonterra must now restructure and turn around
companies it holds outside New Zealand by managing
these units better. The foreign participation should be used
to maximize returns for milk sales of New Zealand farmer
shareholders.
If assets are sold, these should first be made profitable and
then sold, in order to achieve good value for shareholders.
All corporate strategies must have the target to maximize
sustainable returns for New Zealand farmers and to avoid high
volatility in their milk price.
The ultimate long term goal is that milk powder commodity
business be a small part of Fonterra’s business, its main focus
being on consumer business with strong brands, as this
will create a sustainable and profitable business for many
generations of New Zealand dairy farmers to come.
Fonterra needs to scrutinise its relationship with A2 milk
company in order to maximize its own as well as its farmer
supplier’s profits from the know how on A2 milk, which was in
the first place mostly developed by Fonterra researchers.
Fonterra ought to makes its policy not to deduct any money
from its payout to farmers.
Fonterra is required to diversify its markets, no market should
have a share of more than 10%, unless long term supply
agreements with stable pricing are concluded, in which case
20% limit may apply.
The new production facilities were successfully inspected and
approved by the health ministries of Europe and also by the US
FDA.
Global perspective:
Born and bred in Switzerland, I became a New Zealand citizen
after I relocated here to build up my farming operation. I had
earlier specialised in emerging markets and know markets
from Latin America to Russia, Middle East, Africa and Asia and
lived myself many years in countries like Portugal, Argentina,
Turkey, US and visits brought me to most countries in this
world.
I speak fluently English, German, Swiss German, French,
Italian, Spanish, Portuguese and Turkish.
Time available to undertake a Director’s responsibilities:
Given that all my companies are on a very successful track, I
will have the needed time for a directorship at Fonterra.
Sound Judgement:
I have sound judgement, built up through my career in
investments and business management.
Ability to apply strategic thought to important issues:
I am able to develop long term strategies overall and also
identify the important issues. As a result of this strategic
thinking, all my ventures have been extremely successful.
Ability to constructively question, challenge and critique:
Almost all of my key executives say, they want to work with
me, because they can learn from me and my way of leading by
constructively asking questions and challenging them while
at the same time encouraging them to make and present their
own plans and take initiatives.
Unquestioned honesty and integrity:
Thanks to my honesty and integrity as a Chairman and CEO,
I enjoy the trust and respect of my Boards as well as of my
executives. I pride myself for being honest and transparent in
all situations.
SKILLS DESCRIPTION:
Global manufacturing/Commodity Experience:
In 2006, Deva Holding produced 60 million units and in 2018,
the output had reached 220 million units. I was the main
person driving this production expansion, providing me with
12 years of global manufacturing experience.
Consumer Experience:
Directorships at Rogan Brewery and Net Holding provided me
excellent experiences in the consumer sector.
Leading Deva Holding A.S. provided deep insights into the
pharmaceutical consumer segment.
Corporate Sustainability and Responsibility Expertise:
At Deva Holding A.S. I pursue strategies which have led
to a sustainable development. I have made environmental
protection and health and safety key strategic drivers and as
a result, the company is on a stable and long term sustainable
growth path.

page 16Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Fonterra be directed to decrease the high cost base it has built
up over the years in order to ensure a good and steady milk
price.
Board and management to be held accountable for the
outcome of their actions by performance measurement
systems.
Fonterra is required to defend farmer interests against
excessive demands from government and interest groups.
Fonterra should evaluate whether its hedging policy, which
has mostly resulted in losses for farmers, is the right way to
proceed in the future.
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 have a beneficial interest in Mataura-Chimneys Ltd, which owns 379,756 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 17Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Andy MACFARLANE
INCUMBENT DIRECTOR - INDEPENDENTLY ASSESSED CANDIDATE
Mobile: 0274 323 964
Email: andy@mrb.co.nz
Andy Macfarlane is standing for re-election to the Fonterra
board, having completed a 2-year tenure. He has been
a farm management consultant for 38 years and formed
Macfarlane Rural Business Limited with partners in 1997,
retiring as a shareholder in March 2018.
With the support of his wife Tricia, and in partnership
with his brother and sister-in-law, he started farming in
1989 and completed the family’s first dairy conversion
soon afterwards. He purchased his first dairy co-operative
shares in 1990.
The Macfarlane’s farming interests encompass multiple
equity partnerships. The family lives near Ashburton
on “Pencarrow Farm” which has a high profile for its
environmental record.
Andy has been active in Governance since the late 1980s,
and serves as a Director of Edgewater Hotel (Wanaka)
Limited. He is a past President of the New Zealand
Institute of Primary Industry Management (responsible
for New Zealand Rural Professionals), was Chair of
Deer Industry New Zealand for seven years, a director
of AgResearch for five years, and has just retired as a
director of Ngāi Tahu Farming. He continues as a director
of ANZCO (New Zealand’s fifth largest exporter). He has
been a director of Fonterra since November 2017. He was
a founding partner in Agricom and has been active in
forming equity partnerships utilising commercial property,
which have served as a useful succession planning and risk
management tool for farmer investors. He has also been a
Councillor of Lincoln University for nearly ten years.
Panel’s assessment of Andy’s capabilities relative to 2019
Attributes:
Andy demonstrated solid governance skills in the Panel’s
view. He has had specialised training in this area, having
undertaken the Agri-Governance UK course and is a
member of the NZ Institute of Directors. He describes
his early governance experience as sitting around the
kitchen table talking to farmers and has latterly migrated
into a series of professional board roles as a director
or Chair (see above). As an incumbent director on the
Fonterra board, and as a farm management consultant and
supplier himself, Andy demonstrates a deep and extensive
understanding and empathy with the co-operative. Whilst
he would not describe himself as ‘religiously co-operative,’
he believes passionately in the power of ‘collective capital
and collective effort’.
Andy has a sound understanding of the wider commercial
and economic framework within which Fonterra operates,
which is further developing through his involvement on
two board committees.
Andy has had a career-long focus on value creation for
shareholders and broader stakeholders. His advice as a
farm consultant has directly impacted shareholder value,
and he has brought this practical mentality to his board
roles. At Ngāi Tahu Farming, for example, he has led
taskforces to improve operations that drove improved
shareholder return, whilst also providing broader social and
environmental value to the stakeholder group.
In terms of global perspective, Andy is a member
of Global Dairy Farmers and regularly attends their
international conferences. As a result of this involvement,
he has visited and studied agriculture in the US, Brazil,
Argentina, Australia, Vietnam, Thailand, Russia, Poland, the
Netherlands, the UK, Ireland and Canada. Again, the Panel
assessed him as having a good grounding in these key
attributes.
Andy has been a Fonterra board director for fewer than
two years and has the capacity to undertake a further
period of appointment.
The Panel took the view that Andy’s commercial success
on a personal level, in a breadth of areas, pointed to solid
judgement. He has a level of intuition around farming and
agriculture honed through the years he has spent on farms
and amongst primary sector organisations. He articulates
one of his key skills as being a bridge between the
commercial strategy and the practical. As a former Chair
of the Deer Industry NZ for example, he had oversight of
an integrated marketing and production strategy called
‘Passion to Profit’ which involved five meat exporters
co-operating under a common brand to break into new
markets. This encouraged an outward looking approach to
help farmers achieve a step change in results.
Andy demonstrates high energy levels and a positive
communication style. He was thoughtful in his critique of
Fonterra, and authentic in his description of the challenge
to build trust with the shareholder in the years ahead. The
Panel questioned whether Andy’s ‘team player’ quality
limited his ability to be a truly effective challenger but
determined that he had solid experience in this area. His
honesty and integrity are unquestioned and therefore the
Panel determined he held the key attributes required by
the Fonterra board.
Independent Selection Panel (ISP) Assessment - Incumbent Director

page 18Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Panel’s assessment of Andy’s capabilities relative to 2019
Skills:
In relation to the priority skills, the Panel was satisfied that
Andy has a solid level of manufacturing and commodities
experience He has spent a number of years advising
the multinational meat exporter ANZCO, firstly on a
production level and then contributing in a governance
capacity as a director since 2009. The company is one of
New Zealand’s largest exporters with sales of around $1.5bn
to more than 80 countries. This role has developed Andy’s
skills and understanding of processing economics, market
development and global trade issues.
Whilst the bulk of Andy’s career has been focused on the
production side, Andy has utilised his consumer/market
understanding to drive innovation and cultural change
back into the organisation, particularly in the deer industry.
For example, DINZ was successful in repositioning venison
from game meat, used predominantly in Europe in heavy
winter recipes, to a grass-fed meat used for summer
grilling, and was able to grow the US market as a result.
Andy uses market visits with the Fonterra board to gain
further insights into different consumer requirements to
build on his understanding and contribution to strategy.
Andy’s understanding of corporate sustainability and
responsibility was assessed as extensive by the Panel. He
is passionate about food production and the sustainable
use of water and the use of science, education and
communication strategies to help build sustainable rural
businesses with values that enhance the New Zealand
brand. His family farm, “Pencarrow,” has recently won five
awards in the 2019 Canterbury Ballance Farm Environment
Awards. This capability extends to his governance
career and as a former director of Ngāi Tahu Farming,
he helped the board work with management to develop
a sustainability strategy which was grounded in Maori
values. Andy has significant “on farm” experience, having
been a farm management consultant for 38 years, retiring
from his business in 2018. He has also owned and operated
several farms with his family for the last 30 years.
In relation to the wider skillset, Andy demonstrated
significant experience in the dairy industry and the Panel
believed he had a solid understanding of the milk price and
its value drivers through his time on the Fonterra board, his
understanding of the wider dairy industry and his supplier
perspective.
Whilst not a functional expert in finance, Andy has
developed a keen awareness of finance in the management
of his various commercial operations and in his governance
roles and has a solid appreciation of risk, serving on several
Audit and Risk Committees in his governance career. The
Panel also took the view that he had demonstrated sound
leadership in his Chairmanship of the Deer Industry NZ
for seven years and had contributed to shareholder value
in its broadest sense. A good grounding in international
issues through his involvement in the Global Dairy Farmers
organisation, study trips abroad and Fonterra market visits
was evident to the Panel.
Andy has a distinctive strength in his understanding of the
governance and strategic use of research, development
and innovation as a farm consultant, as a contributor to
the board of AgResearch and as a founding partner in a
company called Agricom Limited, which developed seeds
and utilised plant variety rights for farming systems locally
and abroad. He is a Councillor at Lincoln University, and
has contributed to its revitalisation as a participant in
a hub, integrating science, education and commerce. In
addition, Andy recently joined the board of Blinc (Lincoln
Hub), which brings together Government, private sector
and research/education institutions in the research space.
Overall, the Panel members took the view that Andy held
a solid understanding and experience in many of the skill
areas. At the interview Andy demonstrated a collegial
and affable style. In the context of the Fonterra Board it
is important that this approach does not get in the way of
appropriately challenging the status quo.

page 19Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Candidate Profile Statement
My interest in the agrifood sector was triggered by family,
late in high school, prompting me to complete a Bachelor of
Agricultural Science at Lincoln University.
• I have been a farm management consultant for 38 years
and formed Macfarlane Rural Business Ltd with partners in
1997, retiring as a shareholder in March 2018.
• With the assistance of my wife Tricia, and in partnership
with my brother and his wife, we started farming in 1989,
and completed our first dairy conversion close to that time.
We purchased our first dairy co-op shares in 1990.
• Our farming interests encompass multiple equity
partnerships. We live near Ashburton on “Pencarrow Farm”
which has a high profile for its environmental record.
• I have been active in Governance since the late 1980’s.
I serve as a Director of Edgewater Hotel (Wanaka) Ltd, am
a past president of the New Zealand Institute of Primary
Industry Management (responsible for New Zealand Rural
Professionals), was chair of Deer Industry New Zealand
for seven years, a director of AgResearch for five years,
and have just retired as a director of Ngai Tahu Farming.
I continue as a director of ANZCO (New Zealand’s fifth
largest exporter). I have been a director of Fonterra since
November 2017.
• I was a founding partner in Agricom.
• I have been active in forming equity partnerships utilising
in commercial property, which have served as a useful
succession planning and risk management tool for farmer
investors.
38 years of advising farming families on the growth,
profitability and achievement of their personal objectives has
been matched with 30 years of farming in a fast-changing
Canterbury environment.
That combination of experience grounds my thinking from a
producer perspective and has honed my senses around risk
management and opportunities.
In later years, my role as chair of Deer Industry New Zealand
(DINZ) allowed me to focus on what is good for an industry
and the collective good, rather than just the families I serve or
advise.
DINZ concentrated my mind on the importance of focusing
on the risks and rewards from aligning production to market
opportunities and returns.
I have had a long period advising (at a production level), then
in governance, at ANZCO, who are one of New Zealand’s
largest and most successful exporters (approx. $1.5B turnover).
ANZCO, under the leadership of Sir Graeme Harrison, have
been successful in fighting for value creation beyond primary
processing.
The ANZCO involvement has created higher learning
opportunities and experience in how to create, maintain and
fight for returns in a very low margin business, subject to risk
in global markets, exchange rate risks, and biological risk at a
supply level, mainly from climate variables.
Two other key roles, as a director of AgResearch and a
councillor at Lincoln University, rely for profit on a similar
operating model to food exporters. That model is units of
throughput multiplied by margin per unit.
That stark economic reality often conflicts with the long-term
goals and requirements for research and education, which are
often more important than short term profitability from a long
term, national perspective. A long-term measure of success is
the national outcome as it relates to the food sector.
Likewise, my role as a director at Ngai Tahu Farming required
balancing of strict commercial objectives with a requirement
to meet social and environmental objectives for a wide group
of stakeholders, known for their great engagement levels, that
represent a good cross section of New Zealand society.
Whether building service companies, farming companies,
property companies, food processing and marketing, or
research and education, my whole career has been based on
creating value for shareholders in the strict sense, but other
stakeholders in the wider sense. Those stakeholders benefit
from the social, environmental, and recreational wealth that
result from well planned and balanced growth.
That range of experience has instilled in me, an acute sense
of analysis, ability to assess risk, and to drive strategies that
create value.
My passion is linking the global opportunities with on farm
potential, across multiple land uses.
In order to do so, we must also value our New Zealand
stakeholders, and continue to broaden our engagement and
mutual understanding with them based on an aligned sense of
values.
There are few New Zealand companies that have created
the opportunity to scale that opportunity. I consider myself
fortunate to be a significant supplier and governor to both
Fonterra and ANZCO.
The 21 months I have been a director of Fonterra has
reinforced my core belief in the power of collective capital, and
the responsibility that comes with managing that collective
capital wisely, on behalf of all shareholders, suppliers and staff.
That collective capital gives us an opportunity to own and
influence the value chain outside the farmgate. Making the
most of that opportunity is critical, and the current board and
management are focused on repositioning Fonterra to deliver.
The path to success is not linear, but as part of the team,
overseeing the delivery, I am passionate about continuing in
my role to complete the current challenge.
At this stage of my career I have a good balance of experience,
knowledge and resilience, while retaining my well-known
passion and energy.
I value the opportunity to further contribute to an industry
and co-operative at the heart of New Zealand’s future.

page 20Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
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:
• An associated entity Kintore Farm Ltd, is a supplying shareholder of Fonterra, and holds 813,301 shares.
• An associated entity, Fernside Holdings and Deebury Pastoral Partnership, and its subsidiary companies, Stoneybeck
Holdings Ltd, Brockbank Holdings Ltd and Cloverfields Ltd, is a supplying shareholder of Fonterra, and holds 1,072,689
shares and 9,317 units.
• An associated entity, Windwhistle Pastoral Ltd, is a supplying shareholder, and holds 85,534 shares and 172 FSF units.
• An associated company, Pencarrow Farm Ltd supplies Synlait Milk Ltd.
• Pencarrow Farm Ltd retains 122,150 FSF units in Fonterra.
• I am a trustee (non-beneficial) to Stonylea Trust, who own 10,000 FSF units.
• An associated company Riverbank Farm Ltd supplies Synlait Milk Ltd.
• A subsidiary company of Fernside Holdings Ltd and Cloverfields Ltd supplies Synlait Milk Ltd.
• I am a councillor of Lincoln University who supply milk to Fonterra and may supply research services to Fonterra.
• I am a recent past director of Ngai Tahu Farming, who supply milk to Fonterra and Synlait.
• I am a founding partner of Macfarlane Rural Business, but not a director or shareholder (as of 31.03.18) who provides
advice to farmer suppliers of Fonterra and other dairy companies.
• An associated person, John Macfarlane, is a director and shareholder of My Farm Ltd, who manage equity investments
who supply Fonterra.
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 21Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
Victor RUTHERFORD
NON-ASSESSED CANDIDATE
Mobile: 021 88 66 55
Email: victor@propertyapplications.co.nz
Victor Rutherford is standing as a candidate under the Non-Assessed Process.
Victor provided the following statement, and the assessments and views on attributes and skills are his own.
Candidate Profile Statement
Why am I standing?
I am a passionate dairy farmer who has spent too much time
trying to make a change from inside the farm gate – it’s time
to effect real change inside the boardroom.
As farmers we need more than a corporation that simply buys
our milk. We need our co-operative back, and Fonterra to work
for farmers and our dairy industry in general, paving new roads
for successful dairying and guaranteeing the best financial
returns possible.
With a strong and varied business history and a genuine
passion for seeing this industry flourish, I believe I can play a
significant role in helping Fonterra find its culture again, and
shape a profitable future.
What needs to change?
Farmers need a strong voice of perspective, conscience, and
connection with Fonterra. Trust has been lost and it needs to
be earned again. Too many times I have found out details of
Fonterra business deals from the newspaper. Too many times
I’ve been left asking questions. As Fonterra farmers, we’re all
business-people running a substantial operation, and the lack
of transparency is creating disillusionment in our supplier
base. Without that supplier base, there is no Fonterra.
Many co-operatives have failed because of lack of farmer
engagement and corporate disconnection from members. But
I believe well run co-operatives are the way of the future, not
dinosaurs of the past.
Feeding the world’s population is a heated topic in the United
Nations, and being part of New Zealand’s dairy industry, we
are a significant contributor to food supply around the world.
It makes clear sense to have farmers in control of supply and
distribution, not some corporation with an agenda.
New Zealand milk has a provenance that should command
a notable premium worldwide – other corporations and
co-operatives have successfully achieved this. There is no
reason that with the right focus from Fonterra, we as farmers
shouldn’t be able to share in the financial returns we’re
entitled to because of that provenance. The bottom line,
financial stability is imperative for a satisfied supplier base.
I see a Fonterra that has a proud and connected farmer base.
Shareholders that are fully informed, and trust those they
have elected. A co-operative where they are listened to, and
their questions are valid and worthy of answers. I want to work
to make this vision a reality – and I feel the best place I can be
of service is by being your voice inside the boardroom.
My background
Born in Te Aroha, Waikato – the son of a dairy farmer and
entrepreneur – I have had extensive business and real-world
experience.
I am an experienced company director, having led 15 New
Zealand companies. I’ve also had international exposure,
working on multiple overseas ventures through setting up
successful business partnerships in both Hong Kong and Japan
before I was 18. This has given me invaluable global experience
from a young age.
Several years later, I returned to live in Japan, where I spent
another two years immersed in local business and exporting
to NZ.
Through these entrepreneurial experiences I have obtained
extensive financial acumen and believe I have the capabilities
required to be a responsive director to meet the needs of
Fonterra shareholders. To succeed in my business enterprises,
I learned to be thorough and vigorous in due diligence when
selecting partnerships. I also have the necessary business
sense to make the tough calls when required.
Back in NZ, I gained a variety of experiences across different
industries, including being both a Retail and Wholesale Motor
Vehicle dealer, Finance broker, Property investor, Motelier and
Charter boat operator, but the pull of the land drew me back
to farming.
My first challenge into dairying was purchasing my
grandparents’ farm in Te Aroha, the two neighbouring farms,
and converting them to dairy, supplying New Zealand Dairy
group.
Ten years later I divested all my businesses and properties,
investing everything into a second farm in Northland. Three
years ago, I sold my Te Aroha farm, and I currently farm
at Tutamoe, Northland as well as working as a property
developer/investor, in Christchurch.
I have travelled the world extensively and have a significant
understanding of varied cultures. My travels include South
America, Mexico, Japan, Hong Kong, USA, Australia and the
Pacific islands, all numerous times. I’ve also toured France

page 22Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles
and Spain, and visited Taiwan, London, Sweden and Denmark,
including a tour of Swedish housed dairy farms, manual and
fully automated.
I have a natural entrepreneurial spirit and have had clear
success in my business enterprises over the years. These
various experiences have given me sound thought and
judgement in a large variety of financial dealings. They’ve
given me clarity of thought under pressure, resilient character,
and the grit to get the job done, and done well, no matter the
challenge.
Why self-nominate?
I have the business acumen, experience and motivation to
positively impact Fonterra for farmers.
Being a passionate self-made businessman and farmer, I am
confident in asking hard questions, yet respect the difference
between governance and management.
I have been very vocal in support of dairy farmers and have
an unshakable integrity to be a valuable asset on the Fonterra
board, but do not believe the Independent Selection Panel or
Shareholders Council could see past my previous outspoken
history.
I see being a director for Fonterra as a key role of service, not
a sideline, and I would devote considerable time to fulfilling
the role. I am 51 years old, and my partner is well-established
in her own career, and we have no children – so I have the
time and impetus to put toward this role. We have a home in
Auckland, just 10 minutes from Fonterra head office.
I believe the scale and complexity of Fonterra requires serious
time commitment without the distraction of other board roles
or careers. My promise to shareholders – I have that time and
can make that commitment. I will work for farmers to gain
your trust and reignite your faith in being part of a profitable,
proud and progressive co-operative.
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 Nineteen Sixty Six ltd which owns 50% shareholding in
Property Applications NZ Ltd which holds 215841 Co-operative shares and 27904 Vouchers
Directorships
• Peregrine Commercial ltd
• Peregrine Homes ltd
• Markson Farms ltd
• Property Applications NZ ltd
• Nineteen Sixty Six ltd
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 23Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles

page 24Fonterra Co-operative Group Limited Elections 2019 - Board of Directors Candidate Profiles

If undelivered please return to:
The Returning Officer
Fonterra Elections 2019
PO Box 3138
Christchurch 8140
Free phone 0800 666 034

FONTERRA ELECTIONS 2019
Board of Directors
VOTING PAPER
Election of TWO (2) Directors
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
First Past the Post Voting
This is a First Past the Post vote to elect two (2)
directors.
The two candidates with the highest number of votes
will be elected.
Postal Voting Instructions
• You may select a maximum of TWO (2) candidates.
If you select more than two candidates, all your
votes will be invalid.
• You can select fewer than two candidates.
• Vote by placing a tick “” in the circle next to
the name of each candidate you wish to vote in
favour of.
VOTE HERE
Cathy QUINN
Independently Assessed Candidate
Donna SMIT
Incumbent Director - Independently Assessed Candidate
Philipp HAAS
Independently Assessed Candidate
Andy MACFARLANE
Incumbent Director - Independently Assessed Candidate
Victor RUTHERFORD
Non-Assessed Candidate
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.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday, 31 October
2019 so it reaches the Returning Officer before the
close of voting.
1
2
PINPASSWORD
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Voting closes at:
10.30am on Tuesday, 5 November 2019
*123456x*
123456

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Fonterra Elections 2019
Shareholders’ Council
Candidate Profiles
Ward 11 - Eastern Bay of Plenty
FONTERRA
SHAREHOLDERS’
COUNCIL

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
Wilson JAMES 4
Gerard van BEEK 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 – 2019 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

page 1Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 11 Eastern Bay of Plenty
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 11 Eastern Bay of Plenty.
There are two candidates – Wilson James and Gerard van Beek.
Voting Method
Voting for Shareholders’ Councillors 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.
Council’s activities can be summarised under three main themes:
The Fonterra Shareholders’ Council Election

page 2Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 11 Eastern Bay of Plenty
Key Qualities and Capabilities of a Councillor
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• An understanding of Fonterra’s business.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of and empathy with the Co-operative.
• 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 with 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’ Councillors are elected representatives and are expected to commit an average of one day per week to their role.

page 3Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 11 Eastern Bay of Plenty
Shareholders’ Council Wards
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

page 4Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 11 Eastern Bay of Plenty
I am Wilson James and am standing for re- election for Ward 11, Eastern BOP, for a position on the Shareholders’ Council. I see my
role on the Shareholders’ Council primarily as being there to represent local shareholders and to help Council lead the Co-op into
a better and greater future. The contact would be to keep shareholders informed and receive feedback (both good and bad) from
Shareholders.
I am the current Shareholder Councillor for Ward 11 and am a member of the Governance and Ethics Committee within Council, a
position which I find very interesting and enjoy. I feel privileged to be on the Shareholders Council and take my role of representing
shareholders very seriously and attempt to serve them to the best of my ability.
I am married to Sandra with three grown children. Sandra and I have been dairy farming for over 38 years and were the original
BOP Focus Farm from 2007-2010. I am a former member of the BOP Focus on Dairy Committee.
I was Chairman of Awakeri School Board of Trustees for nine years, was the inaugural Chairman of the Awakeri Events Centre for 21
years, a former member of the Plains Water Advisory Board, a former member of the Plains Irrigation Committee, a Justice of the
Peace, current member of the EBOP Justice of the Peace Association Council and former Fonterra Networker.
I firmly believe in the future of Fonterra as a Co-op and dairy farming in New Zealand. I will help foster a strong Fonterra network
through the My-Connect programme and I work in full co-operation with the local Area Managers.
Although I consider myself as a hands-on farmer I am not involved in the daily management of our farms but do maintain a keen
interest and input into what is happening both on and off the farms.
Wilson JAMES
WHAKATANE
Mobile: 027 498 1854
Email: ws.james@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 the partnership WB & SI James supply number 22,468 and hold 290,656
Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 5Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 11 Eastern Bay of Plenty
I am a passionate Fonterra member and firmly believe in being part of a co-operative. By members pooling their capital resources
we can convert our milk into high value products and deliver the best return to all.
For 16 years I worked for Bay Milk Products as a Yield and Loss officer and as a software engineer monitoring manufacturing
performance against NZDB cost models. These roles have given me an unique insight into how our milk is converted into finished
products and how profits are returned to members.
After leaving the factory I commenced share milking and subsequently farm ownership. I took a strong interest in the National
Breeding Objective and determined that Fonterra’s farmgate payment model lacked transparency by not separately valuing Lactose
which is a huge driver within the current evaluation model.
In Fonterra’s Milk Price Manual and in the Milk Price Statement (MPS) it is clear that Lactose plays an important role in revenue
creation. Using MPS averages, the model cost of Lactose is $0.32c/kgMS while Manufacturing and Capital costs are $1.78c/kgMS.
Lactose makes up 15% of total MPS costs. Lactose generates 38% of Fonterra’s MPS revenue. This method of accounting socialises
the cost of Lactose over all Milksolids and hides the value shift between Lactose rich Milksolids to Lactose poor Milksolids though
the Protein payment.
I have attended all but one of Fonterra’s AGMs since its creation. I will continue to do so until Lactose transparency is achieved.
Fonterra staff know that its policy of not separately accounting for Lactose is driving the National Breeding Objective rather than
fairly valuing milk at the farm gate. Animal Evaluation Ltd clearly indicate that this issue can only be resolved through Fonterra
recognising Lactose value.
Synlait pays for Lactose and valued Lactose at 20.81% of Fat in 2018.
I also maintain a comprehensive product price data set and use this to identify which product mixes generate the most revenue
from Milksolids.
I have submitted to MPI on DIRA legislation which I feel has served its purpose and should lapse.
Qualifications:
• Diploma in Education (Waikato University)
• Extramural study Massey University, interest papers
• Kellogg’s Rural Leaders Program
• I have completed the “Understand your co-operative program”
• Completed RMA Making Good Decisions Program. I am a RMA Hearings Commissioner
I have been a Whakatane District Council Councillor for the last 9 years.
If elected I will bring alternative insights to the Shareholders’ Council.
Gerard van BEEK
WHAKATANE
Mobile: 0274 444 940
Email: nassau@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 jointly with Associated Persons (as defined in the Financial Markets Conduct
Act 2013) as follows:
• GF MH van Beek Family Trust and hold 61,500 Fonterra shares
• Rubia Farm Ltd and hold 95,000 Fonterra shares
• I am a Shareholder Councillor for Livestock Improvement Corporation Ltd
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 2019
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 11.
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 2019
Shareholders’ Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2019
Shareholders’ Council Election
VOTING PAPER 2
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.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Wilson JAMES
Gerard van BEEK
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.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Wilson JAMES
Gerard van BEEK
WARD 11 EASTERN BAY OF PLENTY
Election of ONE (1) Councillor
WARD 11 EASTERN BAY OF PLENTY
Election of ONE (1) Councillor
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
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.
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.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday, 31 October
2019 so it reaches the Returning Officer before the
close of voting.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday, 31 October
2019 so it reaches the Returning Officer before the
close of voting.
11
22
PINPINPASSWORDPASSWORD
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Voting closes at:
10.30am on Tuesday, 5 November 2019
Voting closes at:
10.30am on Tuesday, 5 November 2019
*123456x**123456x*
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Fonterra Elections 2019
Shareholders’ Council
Candidate Profiles
Ward 14 - Coastal Taranaki
FONTERRA
SHAREHOLDERS’
COUNCIL

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
Vaughn BROPHY 4
Mike SWIFT 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 – 2019 Fonterra Elections
Freephone 0800 666 034
iro@electionz.com
Contents

page 1Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 14 Coastal Taranaki
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 14 Coastal Taranaki.
There are two candidates – Vaughn Brophy and Mike Swift.
Voting Method
Voting for Shareholders’ Councillors 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.
Council’s activities can be summarised under three main themes:
The Fonterra Shareholders’ Council Election

page 2Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 14 Coastal Taranaki
Key Qualities and Capabilities of a Councillor
• Honesty and integrity.
• Courage to question/challenge the status quo.
• In-depth farming knowledge.
• An understanding of Fonterra’s business.
• Awareness of the regulatory frameworks in which the Co-operative operates.
• An understanding of and empathy with the Co-operative.
• 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 with 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’ Councillors are elected representatives and are expected to commit an average of one day per week to their role.

page 3Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 14 Coastal Taranaki
Shareholders’ Council Wards
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

page 4Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 14 Coastal Taranaki
Hi, Vaughn here.
I share your frustration at the direction that our Company has been on and its loss of value for us as Shareholders. I am seeking
another term to help ensure that our path forward is more stable and profitable to us as the Owners.
Since election to Shareholders’ Council I have learned a huge amount as to what makes our Co-op run. As your Councillor I have
used every opportunity to express your views to our Board / Management and other Organisations that have a bearing on our
ability to farm e.g. (TRC, MfE, MPI and Local Politicians). Council does this work on your behalf. As your Representative we need
your input / thoughts and opinions, so I ask that you express these to your Councillor. Also, I ask that you read the ‘Council’s
Annual Report’ as this gives the Council’s independent view of the performance of our Company.
I thank you for your past support and look forward to continuing as your Shareholders’ voice. Any comments, feedback or thoughts
please contact me.
Recent Relevant Experience Includes:
• Hands On Dairy Farming on the Coast for the last 35+ years.
• Fonterra Shareholders’ Councillor for Ward 14 Coastal Taranaki.
• Fonterra Networker for the past 7 years prior to election to Shareholders’ Council.
• Past Convenor for DairyNZ Discussion Groups for area.
• Board of Trustees at Warea School, up until its closure, by the Government.
Vaughn BROPHY
WAREA
Mobile: 027 463 8632
Email: vsbrophy@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 the names of VT & SJ Brophy (42543) and hold 58,584 Fonterra shares.
To the best of my knowledge and belief the disclosures set out above are full and complete.

page 5Fonterra Co-operative Group Limited Elections 2019 - Shareholders’ Council Candidate Profiles - Ward 14 Coastal Taranaki
I am a farmer and a rural professional with a lifetime interest in dairy farming in the Taranaki region. I look for your support
to represent our interests as a Fonterra Shareholders’ Council member. Having a strong background in corporate and financial
agribusinesses I bring a set of skills and experience to council from beyond the farm gate, whilst also retaining a strong affinity with
the shareholders needs from within the farm gate.
I have been an investor in dairy farms supplying Fonterra for many years and believe we as shareholders are at a crucial junction.
The poor strategy execution and investment decisions Fonterra has made in recent times are well publicised. However the core of
the co-operative, being us the farmer owners should be resolute and forward thinking and support the new strategy announced by
management and the board.
It is therefore time to either be apathetic or become a change exponent. The opportunity to represent, challenge, and look to the
future of our co-operative is my mandate to stand. We need a strong co-operative and business model to meet the future and
successive generations of dairy farmers.
I have a strong view that the level of indebtedness in the dairy industry along with inflationary costs and the increasingly difficult
environmental thresholds are all going to challenge the next generations of dairy farmers. These obstacles require a strong
Fonterra, a co-operative that can deliver strong year on year milk price, increase in shareholder value and engagement while we all
protect our land and natural resources for future generations.
Culture will beat strategy, and I am therefore a strong proponent for engaging the shareholder base, employees and stakeholders.
People drive the business and at the end of the day I want to represent and be proud of Fonterra as our co-operative and business
partner of choice.
I believe I have the resource, experience, and skills to meet the core competencies of a shareholder councilor, namely monitoring,
connection and guardianship.
Regionally we need a strong voice and fresh approach from our elected representation. We are in a period of unrest and change as
we move through alterations in leadership, strategy and governance.
Accountability is crucial, and as your representative part of my role is the need to ensure we do not shy away from the current
challenges to create a strong and prosperous Fonterra.
I look forward to your support.
Mike SWIFT
NEW PLYMOUTH
Mobile: 0274 050 321
Email: mike.swift@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 director and shareholder of Kent Dairies Limited which holds 103,583 Fonterra shares.
• I am a shareholder and director SRF Investments Limited which owns shares in Opua Dairies Limited which holds
125,000 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 2019
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 14.
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 2019
Shareholders’ Council Election
VOTING PAPER 1
FONTERRA ELECTIONS 2019
Shareholders’ Council Election
VOTING PAPER 2
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.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Vaughn BROPHY
Mike SWIFT
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.
NUMBER
HERE
Ensure each number is written neatly
inside the voting box next to each
candidate.
Vaughn BROPHY
Mike SWIFT
WARD 14 COASTAL TARANAKI
Election of ONE (1) Councillor
WARD 14 COASTAL TARANAKI
Election of ONE (1) Councillor
YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:YOU CAN VOTE IN ONE OF THE FOLLOWING TWO WAYS:
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.
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.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday, 31 October
2019 so it reaches the Returning Officer before the
close of voting.
POSTAL VOTING
Post the completed Voting Paper(s) in the freepost
envelope provided no later than Thursday, 31 October
2019 so it reaches the Returning Officer before the
close of voting.
11
22
PINPINPASSWORDPASSWORD
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Please only use one of these voting methods
For enquiries phone the ELECTION HELPLINE: 0800 666 034
Voting closes at:
10.30am on Tuesday, 5 November 2019
Voting closes at:
10.30am on Tuesday, 5 November 2019
*123456x**123456x*
123456123456