D&O Ongoing Disclosure Notice

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ONGOING DISCLOSURE NOTICE
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2) Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer: Fonterra Co-operative Group Limited
Date this disclosure made: 14 January 2020
Date of last disclosure: 18 October 2019


A Director or senior manager giving disclosure

Full name(s): Donna Maree Smit
Name of listed issuer: Fonterra Co-operative Group Limited
Name of related body corporate (if applicable):

Position held in listed issuer: Director

B Summary of acquisition or disposal of relevant interest (excluding specified
derivatives

Class of affected quoted financial products: Shares in Fonterra Co-operative Group Limited
Nature of the affected relevant interest(s): Director and Shareholder of Seven Mile Farms Limited
For that relevant interest:
Number held in class before acquisition or disposal: 358,683
Number held in class after acquisition or disposal: 361,185
Current registered holder(s):
Registered holder(s) once transfers are registered: Seven Mile Farms Limited

Class of affected quoted financial products: Units in the Fonterra Shareholder Fund
Nature of the affected relevant interest(s): Director and Shareholder of Seven Mile Farms Limited
For that relevant interest:
Number held in class before acquisition or disposal: 2,502
Number held in class after acquisition or disposal: 0
Current registered holder(s):
Registered holder(s) once transfers are registered: Seven Mile Farms Limited


C Summary of acquisition or disposal of specified derivatives relevant interest (if
applicable)

Type of affected derivative:
Class of underlying financial products:
Details of affected derivative-
The notional value of the derivative (if any) or the
notional amount of underlying financial products (if
any):

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A statement as to whether the derivative is cash settled
or physically settled:

Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if
any):

Any other details needed to understand how the
amount of the consideration payable under the
derivative or the value of the derivative is affected by
the value of the underlying financial products:


For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the
derivative, the nature of the relevant interest in the
derivative:


D Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

1
Details of transactions requiring disclosure-


Date of transaction: 4 December 2019
Nature of transaction: Converted Units to Shares
Name of any other party or parties to the transaction (if
known):

The consideration, expressed in New Zealand dollars,
paid or received for the acquisition or disposal. If the
consideration was not in cash and cannot be readily by
converted into a cash value, describe the
consideration:
$-
Number of financial products to which the transaction
related:
2,502
If the issuer has a financial products trading policy that
prohibits directors or senior managers from trading
during any period without written clearance (a closed
period) include the following details—

Whether relevant interests were acquired or disposed
of during a closed period:
No
Whether prior written clearance was provided to allow
the acquisition or disposal to proceed during the closed
period:
NA
Date of the prior written clearance (if any): NA

E Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products: Shares in Fonterra Co-operative Group Limited
Nature of relevant interest: Director and Shareholder
For that relevant interest,-
Number held in class: 882,748

Current registered
holder(s):
Corona
Farms Limited
Class of
quoted
financial
products:
Units
in
the
Fonterra
Shareholder
Fund
Nature
of
relevant interest:Director and Shareholder
For
that
relevant
interest,-
Number held in class:9,317
Current
registered holder(s):Corona
Farms Limited
For
a derivative
relevant interest,-
Type
of derivative:
Details of derivative,-
The notional value of the
derivative
(if
any) or
the
notional amount
of
underlying financial
products
(if
any):
A staternent as to whether the derivative
is
cash settled
or
physically
settled:
Maturity date of the derivative
(if
any):
Expiry date of
the
derivative
(if
any):
The
price's
specified terms
(if
any):
Any other details needed to understand
how the
amount of the
consideration
payable
under the
derivative
or the
value
of the derivative
is
affected by
the
value
of the underlying
financial
products:
For
that derivative relevant interest,-
Parties to
the
derivative:
lf the
director or senior manager
is not a
party
to the
derivative, the
nature
of the
relevant interest in the
derivative:
I certifo that, to
the best of
my knowledge
and
belief,
the information
contained
in this disclosure
is
conect
and that
I
am duly authorised to
make this disclosure
by all
persons
for whom it is made.
l-\o
^A
Signature of director or ofiicer:
VYT}\ A
Date of signature:
F Certification
Signature of
person
authorised to sign on behalf
of
director or officer:
Date
of signature:
Name
and title of authorised
person:
Notes
Use this form
to
disclose all the acquisitions and disposals by a director or senior
manager of a
listed issuer,
or of a related
body corporate, or in specified derivatives.
The
disclosure must
be
made within-
3
or
14 January 2020

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(a) 20 working days after the first acquisition or disposal disclosed in this notice if the
acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial
Markets Conduct Act 2013; or
(b) in any other case, 5 trading days after the first acquisition or disposal disclosed in this
notice.