Updated Dividend Reinvestment Plan Document

Confidential to Fonterra Co-operative Group Page 1

14 JANUARY 2020


FONTERRA CO-OPERATIVE GROUP LIMITED (FCG) UPDATED DIVIDEND REINVESTMENT PLAN DOCUMENT


Fonterra Co-operative Group Limited advises that the Fonterra dividend reinvestment plan offer document dated
December 2014, as amended with effect from September 2017, has been further amended with effect from January
2020. These changes reflect:

• that the last date for applications to participate in the Fonterra dividend reinvestment plan must be at least
one business day after Fonterra’s record date, consistent with the Fonterra Shareholders’ Fund Distribution
Reinvestment Plan which has been updated to comply with new NZX Listing Rule 4.8.2; and
• additional tidy-up amendments.

A copy of the updated Fonterra Dividend Reinvestment Plan Offer Document is attached. This document will be
available on Fonterra’s website www.fonterra.com later today.

Anya Wicks
Company Secretary

- ENDS-

For further information contact:
Anya Wicks
Director Governance, Risk and Audit
Phone: +64 21 283 0645

---

A
DIVIDEND
REINVESTMENT
PLAN
Receive shares in lieu
of a cash dividend

Offer Document dated December 2014 (as amended
September 2017
and further amended January 2020 ).
You should read this document b
efore making any decisions. If you need any
advice in relation to anything contained in this Offer Document, you should
contact your broker, financial, investment or other profession
al advisor.
CONTENTS
Overview 2
Your options to participate 2
How to join, change your participation level or withdraw 4
Price you will pay for shares 5
Additional Information 6
Terms and Conditions 8
IMPORTANT INFORMATION
Any questions?
• Contact your Area Manager
• Phone 0800 65 65 68
• Go online to nzfarmsource.co.nz

1
Hands-off way to increase
your shareholding
Fund your growth
Reduce the need for lump
sum borrowing
RECEIVE SHARES IN LIEU
OF A CASH DIVIDEND

2
OVERVIEW
The Fonterra Co-operative Group Limited Dividend Reinvestment
Plan (DRP) allows you to receive shares in lieu of all or part of your
cash dividend.
The DRP provides a straightforward, hands-off approach to increasing your
shareholding over time, free from brokerage charges. Using dividends to fund
growth in your shareholding could be helpful to cover future production
growth or to invest in the Co-operative beyond your minimum shareholding
requirement, and it may reduce the need for you to borrow lump sums to buy
shares in the future.
If you decide to participate in the DRP now, you will receive shares instead of all
or part of the future cash dividends you would otherwise receive for as long as
you choose. If you do not want to participate right now you do not need to take
any action – you can choose to participate at a later stage when it suits your
farming business.
YOUR OPTIONS TO PARTICIPATE
The following options are available to you:
Full Participation
All of your shares (and therefore
all the dividends payable on your
shares) will be included in the
DRP – including any future shares
purchased by you or issued to you.
Partial Participation
Only the number of shares chosen by
you (and therefore the dividends paid
on those shares) will be included in
the DRP.
Option 1Option 2

3
It’s important to note that if you elect partial participation and you hold both
shares that are backed by production and shares that are not, participation will
be applied to shares backed by production first. See the Tax section on page 6
to understand the tax consequences of this.
You hold 120,000 shares – made up of 100,000 shares backed by
production with the remaining 20,000 shares not backed by production.
Let’s say you decide to participate with half your shares (60,000).
The cash dividend used to acquire shares under the DRP would be from 60,000
of your 100,000 shares that are backed by production.
For Example

4
HOW TO JOIN, CHANGE YOUR
PARTICIPATION LEVEL OR WITHDRAW
If you apply to join, change your participation level or withdraw from the DRP,
that application will be effective as to dividends payable on a Record Date,
p
rovided your application is received by the Registrar on or before 6.00pm
(New Zealand time) on the first Business Day after that Record Date. Any
application received after 6.00pm (New Zealand time) on the first Business
Da
y after the Record Date for a dividend will be effective only from the next
following dividend.
• Accessing the online form through
your Financial Toolbox within Farm
Business at nzfarmsource.co.nz; or
• Filling in the online form by
visiting Computershare’s website
at www.investorcentre.com/nz.
• Filling in the application
form with this booklet and
returning it to the Share Registrar,
Computershare Investor Services
Limited, using the address set out
on that form.
Option 1Option 2
If you would like to join, change your participation level
or withdraw from the DRP you can do so by:
Once you’ve signed up, you automatically participate at your selected
level for each dividend payment until you choose to stop or change your
participation, if the DRP is offered by Fonterra in respect of that dividend.

5
PRICE YOU WILL PAY FOR SHARES
The price paid
for shares you receive under the DRP is referred to as the Strike
Price and may include a discount if determined by the Board.
Ordinarily, the Strike Price will be calculated based on the price at which units in
th
e Fonterra Shareholders’ Fund (the Fund) are traded on the NZX Main Board,
on the first five Business Days commencing on, and including the relevant ex-
dividend date.
The Strike Price in the example below would be $6.04 if no discount is offered.
Since the period for determining the Strike Price will usually finish after the
deadline for returning your DRP application form, the price will usually not be
known at the time you need to decide whether you will participate in the DRP
for that dividend.
For more details on how the Strike Price is calculated or other factors that may
influence the price, refer to section 6 of the enclosed Terms and Conditions.
Day 1
Ex-dividend
Date
Day 2Day 3Day 4Day 5Average of
5 Day
Volume
Weighted
Average
Price
Volume
Weighted
Average
Price
$6.05$6.02$6.02$6.04$6.07$6.04

6
ADDITIONAL INFORMATION
Eligibility
All Fonterra farmer shareholders who have an address in New Zealand or
Australia are eligible to participate in the DRP. If participating in the DRP
results in you holding more shares than your maximum shareholding allowed
under Fonterra’s Constitution, you will need to sell these shares by the next
Compliance Date.
Statements will be sent to you
If you elect to participate in the DRP, details of your entitlement and the
number of shares issued to you under the DRP will be sent to you by the
Registrar. This will be done after each dividend payment either by mail,
or electronically if you have provided your email address.
Shares rank equally
Shares issued under the DRP will rank equally with all existing shares
and may be sold at any time provided they are not required to meet your
minimum shareholding requirement, or are subject to any other restrictions in
Fonterra’s Constitution.
Tax
For New Zealand tax purposes, you should be treated the same way as if you
had not participated. This means that you will derive a dividend of the same
amount that you would have derived if you had not participated (i.e. you will be
treated as receiving a dividend from Fonterra which is then applied to purchase
or subscribe for additional shares).
The tax treatment of the dividend will depend on whether it is paid on
shares that are backed by production:
• Dividends on shares that are backed by production are treated as normal
business income and not as a dividend for tax purposes. Therefore no tax
is deducted at source by Fonterra and you will be required to include the
amount as income in your tax return. Your financial advisor or accountant
can provide advice in this regard.

7
• Dividends on shares that are not backed by production are treated as
a dividend for tax purposes. Therefore they are subject to Resident
Withholding Tax (RWT) at the rate of 33%, which is deducted at source
by Fonterra. You should have a refundable tax credit equal to the amount
of RWT withheld.
For tax purposes, your level of production in relation to any interim
and final dividend payment (around April and October) is based on your
production in the previous season.
•In relation to the interim dividend (around April 2016), your production
is based on your actual production for the 2014/15 season.
•In relation to the final dividend (around October 2016) your production
is based on your actual production for the 2014/15 season.
Th
e cash amount applied to the DRP will be the net amount of your dividend
on Participating Shares after any applicable withholding tax has been deducted
(
as explained above).
This is a general tax summary. It does not take into account the circumstances
of individual shareholders and the specific tax details of participation or
n
on-participation in the DRP, which may vary considerably.
You should not rely on this general summary and should seek your own
tax advice.
If you have any specific tax related questions in relation to the DRP, please
contact your financial advisor.
Dividend Policy
Information about Fonterra’s curren
t dividend policy can be found in the Dividend
tab of the Financial section at www.fonterra.com/nz/en/investors/dividends
For Example

8
TERMS AND CONDITIONS
1.Introduction
The Board has approved the adoption of a
Dividend Reinvestment Plan (DRP). By applying to
participate you acknowledge that you have read
and agreed to these Terms and Conditions.
In the event of any inconsistency between
these Terms and Conditions and anything else
contained in this Offer Document, the Terms and
Conditions will prevail.
2. The offer
a) Fonterra offers you the opportunity
to participate in the DRP, subject to
paragraph 2(c).
b) You may elect to participate by exercising one
of the following options:
i. Full participation: If you elect full
participation, participation in the DRP
will apply to all Shares registered in
your name.
ii. Partial participation: If you elect partial
participation, only the number of Shares
nominated by you will be eligible for
participation in the DRP. If you hold less
than the nominated number of Shares,
then the DRP will apply to that lesser
number of Shares.
If you do not wish to participate and you wish
to receive all of your dividends in cash you do
not need to do anything.
c) Fonterra may, at its discretion, elect not to
offer participation in the DRP to Shareholders
whose address is outside New Zealand or
Australia, if Fonterra considers that to do
so would risk breaching the laws of any
other jurisdiction. As at the date of this
Offer Document, the DRP is only available
to Shareholders who have an address in
New Zealand and Australia. However, the
Board may amend this at any time, in its
sole discretion.
If you do not reside in New Zealand or Australia
and you participate in the DRP through a
nominee resident in New Zealand or Australia
you will be deemed to represent and warrant
to Fonterra that you can lawfully participate
under laws applicable outside of New Zealand
and Australia.
d) You must ensure that when participating
you comply with all laws and with Fonterra’s
Constitution. You are responsible for ensuring,
for example, that your participation will
not result in you exceeding your maximum
shareholding allowance.
If you do participate, it is necessary to distinguish
between Shares that are backed by production
and those that are not, due to the differing tax
positions that apply. Participation will apply
to your holding in Shares that are backed by
production first, then, if the number nominated
by you is greater than this number, the remainder
will apply to the relevant number of Shares you
hold that are not backed by production.
3. Method of participation
You can submit a notice of participation
(“Notice”) by:
a) Completing the enclosed application form and
returning it to the Registrar using the contact
information set out on the form;
b) Accessing the online application through your
Financial Toolbox, within Farm Business at
nzfarmsource.co.nz; or
c) Completing the application online
on the Registrar’s website at
www.investorcentre.com/nz.
In addition:
a) Participation will be effective as to dividends
payable on a Record Date, provided your
Notice is received by the Registrar on or
before 6.00pm (New Zealand time) on the
first Business Day after
t hat Record Date. Any
Notice received after 6.00pm (New Zealand
time) on the first Business Day after a Record
D
ate for a dividend will be effective only from
t
he next following dividend.

9
b) If your Notice does not indicate the desired
degree of participation, it will be deemed to
be an application for full participation.
4. Source of Shares
Shares to be acquired under the DRP may, at the
Board’s discretion, be:
a) New Shares issued by the Co-operative;
b) Existing Shares acquired by the Co-operative
or a nominee or agent of the Co-operative; or
c) Any combination of both.
5.Operation of the DRP
a) Each Participant in the DRP is deemed to
have directed the Co-operative to apply
the net proceeds of every cash dividend, if
any, that is available for payment on your
Participating Shares at the relevant Record
Date, as payment for the Shares to be issued
or transferred under the DRP. The number of
Shares to be received by Participants will be
determined in accordance with section 6 of
these Terms and Conditions.
b) The Co-operative will, on the day that a
Participant would have been paid a cash
dividend on its Participating Shares, either
issue new Shares or arrange the transfer of
existing Shares to the Participant.
c) Shares acquired by Participants will rank
equally in all respects with all other fully paid
Shares.
d) Shares acquired by a Participant will be
registered in the name of the Participant on
Fonterra’s share register.
6.Share entitlement
a) The number of Shares to be received by a
Participant under the DRP will be calculated
using the following formula:
AS =
D
C
Where:
AS: is the number of additional Shares to be
received.
D: is the aggregate net cash payment, including
any tax refunds and after deduction of any
withholding taxes, which would have been
payable to the Participant in respect of the
Participant’s Participating Shares if he or she had
not participated in the DRP.
C: is the average of the individual daily volume
weighted average sale prices expressed in cents,
for Units in the Fonterra Shareholders’ Fund. It is
calculated on all price-setting trades of Units
which take place through the NZX Main Board on
each of the first five Business Days, or any other
period as may be determined by the Board and
announced on the Fonterra Shareholders’ Market
on the date a dividend is declared, commencing
on (and including) the ex-dividend date (less a
discount (if any) at the discretion of the Board, as
contemplated in paragraph 11(a)(iii)). The price so
determined being the “Strike Price”. The Strike
Price may be varied at the discretion of the Board
as set out below.
b) If no sales of Units on the NZX Main Board
occur during the period specified above, then
the Strike Price will be deemed to be the sale
price for a Unit on the first sale on the NZX
Main Board which took place after this period.
c) Any Strike Price determined under paragraphs
6(a) or 6(b) may be reasonably adjusted by the
Board to allow for any bonus issue or dividend
expectation. In addition, if, in the opinion
of the Board, any exceptional or unusual
circumstances have artificially affected
the Strike Price so determined or if having
regard to comparable individual daily volume
weighted average sale prices of Units on the
ASX would result in a materially different

10
determination of that Strike Price, the Board
may make such adjustment to that Strike
Price as it considers reasonable. The Strike
Price may also be reduced by any discount
determined by the Board, as contemplated in
paragraph 11(a)(iii).
d) Where the number of Shares calculated in
accordance with the preceding formula is not
a whole number, then the number of Shares
to be acquired by that Participant will be the
nearest whole number. If the number is 0.5,
that number of Shares will be rounded up to
the next whole number. Where the number
of Shares to be received by a Participant is
rounded down the Participant will not receive
any cash amount as a result of such rounding
and no cash amount will be retained on behalf
of such Participant to be applied to the next
dividend reinvestment.
e) At the time the price for the Shares is
set under this paragraph 6, Fonterra will
ensure that it has no information that is not
publicly available and that would, or would
be likely to, have a material adverse effect
on the realisable price of the Shares if the
information were publicly available.
7.Participation by Custodian
a) In accordance with the Unit Trust Deed,
where Fonterra introduces a DRP in relation
to its Shares, the Manager is to give holders
a corresponding opportunity to acquire
additional Units through a distribution
reinvestment plan (“Fund Plan”). Depending
on the extent to which Unit holders elect to
participate in the Fund Plan, the Custodian
will then apply to participate in this DRP in
respect of the Shares that it holds economic
rights for the Fund.
b) The procedure that will apply to the
Custodian’s participation in this DRP on behalf
of Unit holders will be agreed between the
Custodian and Fonterra, so as to reflect the
unique relationship between Fonterra and
the Fund.
8.Statements to Participants
The Registrar will provide a statement to each
Participant following each dividend payment date,
detailing each Participant’s:
a) Number of Participating Shares at the relevant
Record Date;
b) Amount of cash dividend reinvested and the
amount of the cash dividend paid on non-
Participating Shares, if applicable;
c) The amount of any taxation deductions;
d) The number of additional Shares received
under the DRP;
e) Advice as to the amount of any taxation
credits; and
f) Other matters as are required by law
with respect to dividends and/or their
reinvestment.
9. Variation or termination of participation
A Participant may, at any time, give notice to
the Registrar to increase, decrease or terminate
their participation in the DRP. Any alteration or
te
rmination will take effect immediately upon
r
eceipt of the notice by the Registrar, provided
that any notice received after 6.00pm
(New Zealand time) on the first Business Day
after the Record Date for a dividend will be
effective only from the next following dividend.

11
10. Reduction or termination of
participation where no notice is given
Where a Participant with partial participation
disposes of part of their Shareholding then, unless
they advise the Co-operative otherwise in writing:
a) The Shares disposed of will be deemed to be
the Participant’s non-Participating Shares.
b) If the number of Shares disposed of is
more than the number of the Participant’s
non-Participating Shares, the balance will be
attributed to Participating Shares.
11. Termination, suspension and
modification of the DRP
a) The Board may at its discretion:
i. Reject an application or determine that an
application will cease to be of any effect.
ii. Terminate or modify the DRP. If the DRP
is modified, then participation under the
DRP will continue until it is changed or
withdrawn.
iii. Suspend the operation of the DRP so that
it will not apply to the whole or part of
any dividends and that the dividend or
the balance of the dividend will be paid
in cash.
iv. Determine that the Shares may be issued
at a discount to the Strike Price. Any
discount will be announced by Fonterra
no later than 10 Business Days prior to the
relevant Record Date.
b) Where any termination, suspension or
modification is made to the DRP pursuant to
this paragraph 11 notice of such suspension,
modification or termination will be given to all
Participants by way of announcements on the
Fonterra Shareholders’ Market.
c) Where notice of any modification or
termination is given, it will not be made
during the period commencing on a date 21
days before a Record Date for the purposes
of determining entitlements to a dividend,
and ending on the date of payment of
that dividend.
d) Notwithstanding paragraphs 11(b) and 11(c),
Fonterra may at any time, without the need
for any notice:
i. Modify or terminate the DRP to comply
with any applicable law, the FSM Rules,
any provision of the Constitution or the
Trust Deed, or as required to ensure that
the Fund, in providing a corresponding
Fund Plan to holders of Units, complies
with the obligations imposed on it by law,
the Main Board Listing Rules or the ASX
Rules; and
ii. Make minor amendments to the DRP where
such amendments are of an administrative,
procedural or clarifying nature.
12.Quotation
Fonterra will apply for quotation of the additional
Shares which may be issued under the DRP on the
NZX Main Board and the official list of the ASX.
It is expected that such additional Shares will be
quoted on the NZX Main Board and ASX on the
completion of allotment procedures. However,
neither NZX Main Board nor ASX accept responsibility
for any statement in this Offer Document.
13.Information for Australian Shareholders
The offer of Shares under the DRP to Australian
shareholders does not need disclosure for the
purposes of section 708 of the Corporations Act
2001 (Cth). Accordingly, this Offer Document
does not constitute a prospectus for the purposes
of the Corporations Act and will not be lodged
with the Australian Securities and Investments
Commission (“ASIC”).
Australian resident shareholders should note
that Fonterra is not licensed to provide financial
product advice in relation to the Shares offered
under the DRP. There is no cooling-off regime
that applies in respect of the acquisition of Shares
offered under the DRP. This Offer Document
does not take into account shareholders’
personal objectives, financial situations or needs.
Shareholders should consider obtaining their own
financial product advice in relation to the offer
from an independent person who is licensed by
ASIC to give such advice.

12
14.Governing law
This Offer Document and the DRP, and its
operation, will be governed by the laws of
New Zealand.
15.Interpretation
In this Offer Document, unless the
context otherwise requires, or specifically
stated otherwise:
a) Headings are to be ignored in construing this
Offer Document;
b) The singular includes the plural and vice versa;
c) One gender includes the other genders;
d) References to times of day or dates are to
New Zealand times and dates; and
e) References to money are to New Zealand
dollars.
16. Available information
Fonterra’s most recent annual report and financial
statements (and the auditor’s reports on those
financial statements) are available online at
nzfarmsource.co.nz. Printed copies are also
available to every Fonterra farmer shareholder
free of charge on request by contacting Fonterra
at the following address:
Fonterra Co-operative Group Limited
Private Bag 92032
Auckland
New Zealand
Phone: 0800 65 65 68
Website: www.fonterra.com
Definitions
The following words have these meanings in this
Offer Document:
ASIC: the Australian Securities and Investments
Commission.
ASX: ASX Limited or the financial market
operated by ASX Limited.
ASX Rules: The listing rules that apply to the ASX.
Board: Fonterra’s board of directors.
Business Day: A day on which the Fonterra
Shareholders’ Market is open for trading.
Constitution: The constitution of Fonterra.
Custodian: Fonterra Farmer Custodian Limited,
as custodian for the Fund.
DRP: The dividend reinvestment plan established
in relation to Shares, as described in this
Offer Document.
Fonterra or Co-operative: Fonterra
Co-operative Group Limited.
Fonterra Shareholders’ Fund or Fund: The
Fonterra Shareholders’ Fund, established under
the Trust Deed.
Fonterra Shareholders’ Market: The securities
market operated by NZX and known as the
Fonterra Shareholders’ Market.
FSM Rules: The listing rules of the Fonterra
Shareholders’ Market.
Manager: FSF Management Company Limited,
as manager of the Fund.
Main Board Listing Rules: The listing rules that
apply to the NZX Main Board.
NZX: NZX Limited.
NZX Main Board: The main board equity
securities market operated by NZX.
Offer Document: This offer document, prepared
in connection with the DRP.
Participant: A Shareholder who has elected to
participate in the DRP.
Participating Shares: The Shares held by a
Participant on a Record Date of which that
Participant has elected to participate in the DRP.

Record Date: 5:00pm on th
e date fixed by the
Board for determining entitlements to a dividend.
Registrar: Fonterra’s Share Registrar, being, as at
t
he date of this Offer Document, Computershare
Investor Services Limited in New Zealand or
Computershare Investor Services Pty Limited
in Australia.
RWT: Resident withholding tax.
Share: A co-operative share
in Fonterra.
Shareholding: A registered holding of Shares.
Strike Price: The price at which Shares are
acquired under this DRP.
Terms and Conditions: The terms and
conditions that apply to this DRP, as set out in this
Offer Document.
Tr
ust Deed: The trust deed dated 23 October
2
012 constituting the Fonterra Shareholders’
Fund, as amended and restated with effect from
1 July 2019.
U
nit: A unit in the Fonterra Shareholders’ Fund.

14
v4–2020

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