Updated Distribution Reinvestment Plan Document

14 JANUARY 2020


FONTERRA SHAREHOLDERS’ FUND (FSF) UPDATED DISTRIBUTION REINVESTMENT PLAN
DOCUMENT


FSF Management Company Limited, as manager of the Fonterra Shareholders’ Fund (“Fund”) advises
that the Fund’s distribution 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:

• the new NZX Listing Rule 4.8.2 that requires the last date to elect to participate in a distribution
reinvestment plan to be at least one business day after the record date; and
• additional tidy-up amendments.

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

Simon Till
Director Capital Markets

- ENDS-


For further information contact:
Simon Till
Director Capital Markets
Phone: +64 21 777 807

---

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN A
DISTRIBUTION
REINVESTMENT
PLAN
RECEIVE UNITS IN LIEU
OF A CASH DISTRIBUTION

CONTENTS
IMPORTANT INFORMATION
OVERVIEW1
YOUR OPTIONS 2
ADDITIONAL INFORMATION 4
TERMS AND CONDITIONS 6
This is an important document.
You should read this document
before making any decisions. If you
have any questions in relation to
anything contained in this Offer
Document, you should contact your
broker, financial, investment or other
professional advisor.
Offer Document dated
December 2014 (as
amended September 2017
an d further amended
January 2020)
January 2020)

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN 1
OVERVIEW
The DRP provides a straightforward,
hands-off approach to increasing
your unit holding over time, free from
brokerage charges.
If you decide to participate in the
DRP now, then you will receive units
instead of all or part of the future cash
distributions 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.
THE FONTERRA SHAREHOLDERS’
FUND (THE FUND) DISTRIBUTION
REINVESTMENT PLAN (DRP)
ALLOWS YOU TO RECEIVE UNITS
IN LIEU OF ALL OR PART OF YOUR
CASH DISTRIBUTION.

2 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
YOUR OPTIONS
YOUR OPTIONS TO PARTICIPATE
If you wish to participate in the DRP, the
following options are available to you:
Full Participation – All of your units
(and therefore all the distributions
payable on your units) will be included
in the DRP – including any future units
purchased by you or issued
to you; or
Partial Participation – Only the
number of units chosen by you (and
therefore the distributions paid on
those units) will be included in
the DRP.
H
OW TO JOIN, CHANGE
YOUR PARTICIPATION LEVEL OR
WITHDRAW
I
f you would like to join, change your
participation level or withdraw from the
DRP you can complete an application by:
•Filling in th
e application form with
this booklet and returning it to the
Registrar, Computershare Investor
Services Limited in New Zealand
or Computershare
Investor
Services Pty Limited in Australia; or
•Electing the
DRP online by visiting
C
omputershare’s website at
www.investorcent
re.com/nz.
O
nce you’ve signed up, you
automatically participate at the selected
le
vel for each distribution payment until
you choose to stop or amend your
p
articipation. If you apply to join,
change your participation level or
withdraw from the DRP, that application
w
ill be effective as to distributions
payable on a Record Date, provided
y
our application is received by the
Registrar on or before 6.00pm
(N
ew Zealand time) on the first
Bu
siness Day after that Record Date.
Any application received after 6.00pm
(New Zealand time) on the first
Bu siness Day after a Record Date for a
distribution will be effective only from
the next following distribution.

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN 3
PRICE YOU WILL PAY FOR UNITS
As a result of the relationship
between the Fund and Fonterra,
the price paid for units you receive
under the DRP (referred to in this
Offer Document as the “Strike
Price”) will be the price payable by
Fonterra shareholders to acquire
additional Fonterra shares under
Fonterra’s dividend reinvestment
plan (“Fonterra DRP”).
T
he Strike Price may include a discount,
if determined by the Fonterra Board
in relation to the Fonterra DRP for the
co rresponding Fonterra dividend.
T
he rules that apply to the Fonterra
DRP provide that the Strike Price will
ordinarily be calculated based on the
prices at which units in the Fund are
t
raded on the NZX Main Board, on the
first five Business Days commencing
on, and including the relevant ex-
distribution date. The ex-distribution
date is generally the Business Day
b
efore the Record Date.
For more details on how the Stri
ke Price
is calculated or other factors
that may
influence the price, refer to section 6 of
the enclosed Terms and Conditions.

4 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
ADDITIONAL
INFORMATION
ELIGIBILITY
All unit holders who have an address in
New Zealand or Australia are eligible to
participate in the DRP. You may need
to keep in mind whether participating
in the DRP could result in you holding
more units than the 15% maximum
permitted unit holding under the
Fonterra Shareholders’ Fund Trust Deed.
STATEMENTS WILL BE SENT
TO YOU
If you elect to participate in the DRP,
details of your entitlement and the
number of units issued to you under the
DRP will be sent to you by the Registrar.
This will be done after each distribution
payment either by mail, or electronically
if you have provided your email address.
UNITS RANK EQUALLY
Units issued under the DRP will rank
equally with all existing units and may
be sold at any time.
TAX
For New Zealand tax purposes, you
should be treated in the same way as
if you had not participated. This means
that you will derive a distribution of
the same amount that you would have
derived if you had not participated
(i.e. you will be treated as receiving a
distribution from the Fund which is
then applied to purchase or subscribe
for additional units).
The cash amount applied to the
DRP will be the net amount of your
distribution on participating units after
an amount to satisfy any portfolio
investment entity (or withholding) tax
liability in relation to you has been
deducted (where applicable).

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN 5
T
his is a general tax summary.
It does not take into account the
c
ircumstances of individual unit
holders and the specific tax details of
participation or non-participation in
the DRP, which may vary considerably.
Y
ou should not rely on this genera l
summary and should seek your own
tax advice.
I
f you have any specific tax related
questions in relation to the DRP, please
contact your financial advisor.
DIVIDEND POLICY
Information about Fonterra’s current
d
ividend policy can be found in the
Dividend tab of the Financial section
of its website at www.fonterra.com/
nz/en/investors/
dividends

6 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
TERMS AND
CONDITIONS
1. INTRODUCTION
The Manager has approved the adoption of
a Distribution 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) The Manager 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 Units registered in
your name.
ii. Partial participation: If you elect
partial participation, only the number of
Units nominated by you will be eligible
for participation in the DRP. If you hold
less than the nominated number of
Units, then the DRP will apply to that
lesser number of Units.
If you do not wish to participate and you wish
to receive all of your distributions in cash you
do not need to do anything.
c) The Manager may, at its discretion,
elect not to offer participation in the
DRP to Unit holders whose address is
outside New Zealand or Australia, if the
Manager 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
Unit holders who have an address in New
Zealand and Australia. However, the board
of the Manager 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
the Manager 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 the Trust
Deed. You are responsible for ensuring, for
example, that your participation will not
result in you exceeding the Unit holding
limitation.

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN 7
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 a reply paid envelope or the contact
information set out on the form; or
b) completing the application online
on the Registrar’s website at
www.investorcentre.com/nz.
In addition:
a)Pa
rticipation will be effective as to
distributions payable on a Record Date,
provided your notice is received by the
Registrar on or before 6.00pm (New
Zealand time) on t
he first Business Day
after that Record Date. Any notice received
after 6.00pm (New Zealand time) on the
first Business Da
y after a Record Date for a
distribution will be effective only from the
next following distribution.
b)If your Notice does not indicate the desired
degree of particip
ation, it will be deemed to
be an application
for full participation.
4. SOURCE OF UNITS
Units to be acquired under the DRP will be New
Units issued by the Manager.
5. OPERATION OF THE DRP
a) Each Participant in the DRP is deemed to
have directed the Manager to apply the
net proceeds of every cash distribution, if
any, that is available for payment on your
Participating Units at the relevant Record
Date, as payment for the Units to be issued
under the DRP. The number of Units to be
received by Participants will be determined
in accordance with section 6 of these
Terms and Conditions.
b) The Manager will issue new Units to the
Participant on the day that a Participant
would have been paid a cash distribution
on its Participating Units, .
c) Units acquired by Participants rank equally
in all respects with all other fully paid Units.
d) Units acquired by a Participant will be
registered in the name of the Participant
on the Unit register.

8 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
6. UNIT ENTITLEMENT
a) The number of Units to be received
by a Participant under the DRP will be
calculated using the following formula:
AU =
U x D
C
Where:
AU: is the number of additional Units to
be received.
U: is the number of Participating Units at the
relevant Record Date.
D: is the net payment, including any tax
refunds and after deduction of any amount
to satisfy any portfolio investment entity (or
withholding) tax liability in relation to the
Participant, expressed in cents per Unit, which
would have been payable if the Participant had
not participated in the DRP.
C: is, in respect of a distribution for which this
DRP operates, the price at which Fonterra
Shares are to be acquired under the Fonterra
DRP operating in relation to Fonterra Shares in
relation to the corresponding dividend payable
on those Shares, as determined in accordance
with the terms and conditions applicable to the
Fonterra DRP (“Strike Price”).
The price at which Fonterra Shares are to be
acquired under the dividend reinvestment plan
operating in relation to Fonterra Shares 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). 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 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) of the
offer document prepared in connection
with the Fonterra DRP.
d) The Board may at its discretion determine
that Shares issued under the Fonterra
dividend reinvestment plan, and therefore
the Units issued under this DRP, may be
issued at a discount to the Strike Price.

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN 9
Any discount will be announced by the
Manager via the NZX Main Board and the
ASX no later than 10 Business Days prior to
the relevant record date (being 5.00pm on
the date fixed by the Board for determining
entitlements to a dividend).
e) Where the number of Units calculated in
accordance with the preceding formula
is not a whole number the number of
Units to be acquired by the Participant
will be the nearest whole number. If that
number is 0.5, then the number of Units
will be rounded up to the next whole
number. Where the number of Units to be
received 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
the Participant to be applied to the next
distribution reinvestment.
f) At the time the price for the Units is set
under this paragraph 6, the Manager 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 Units if the
information were publicly available.
7. STATEMENTS TO PARTICIPANTS
The Registrar will provide a statement to each
Participant following each distribution payment
date, detailing each Participant’s:
a) Number of Participating Units at the
relevant Record Date;
b) Amount of cash distribution reinvested and
the amount of the cash distribution paid
on non-Participating Units, if applicable;
c) The amount of any taxation deductions;
d) The number of additional Units 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 distributions and/or
their reinvestment.
8. 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 termination will take effect immediately
upon receipt 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
distribution will be effective only from the next
following distribution.

10 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
9. REDUCTION OR TERMINATION
OF PARTICIPATION WHERE NO
NOTICE IS GIVEN
Where a Participant with partial participation
disposes of part of their Unit holding then,
unless they advise the Manager otherwise
in writing:
a) The Units disposed of will be deemed to be
the Participant’s non-Participating Units.
b) If the number of Units disposed of is
more than the number of the Participant’s
non-Participating Units, the balance will be
attributed to Participating Units.
10. TERMINATION, SUSPENSION
AND MODIFICATION OF
THE DRP
a) The Manager may at its discretion:
i. Terminate or modify the DRP. If the
DRP is modified, then participation
under the DRP will continue until it is
changed or withdrawn.
ii. Suspend the operation of the DRP
so that it will not apply to the whole
or part of any distributions and that
the distribution or the balance of the
distribution will be paid in cash.
iii. Reject an application or determine
that an application will cease to be of
any effect.
b) Where any termination, suspension or
modification is made to the DRP pursuant
to this paragraph 10, notice of such
suspension, modification or termination
will be given to all Participants by way of
announcements on the NZX Main Board
and ASX.
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 distribution, and ending on the date of
payment of that distribution.
d) Notwithstanding paragraphs 10(b) and
10(c), the Manager may at any time,
without the need for any notice:
i. Modify or terminate the DRP to
comply with any applicable law, the
NZSX Listing Rules, the ASX Rules,
any provision of the Trust Deed, to
facilitate compliance with the Fonterra
DRP, or as required to ensure that
Fonterra, in providing a corresponding
dividend reinvestment plan to holders
of Fonterra Shares, complies with the
obligations imposed on it by law, the
FSM Rules or Fonterra’s Constitution;
and
ii. Make minor amendments to the
DRP where such amendments are
of an administrative, procedural or
clarifying nature.

FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN 11
11. QUOTATION
The Fund will apply for quotation of the
additional Units 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
Units 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.
12. INFORMATION FOR
AUSTRALIAN UNIT HOLDERS
The offer of Units under the DRP does not
need disclosure for the purposes of Part 7.9 of
the Corporations Act 2001 (Cth). Accordingly,
this Offer Document does not constitute a
product disclosure statement for the purposes
of the Corporations Act and will not be lodged
with the Australian Securities and Investments
Commission (“ASIC”).
Australian resident Unit holders should note
that the Manager is not licensed to provide
financial product advice in relation to the
Units offered under the DRP. There is no
cooling-off regime that applies in respect of
the acquisition of Units offered under the
DRP. This Offer Document does not take into
account Unit holders’ personal objectives,
financial situations or needs. Unit holders
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.
13. GOVERNING LAW
This Offer Document and the DRP, and its
operation, will be governed by the laws of
New Zealand.
14. 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.

12 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
15. AVAILABLE INFORMATION
The Fund’s most recent annual report and
financial statements (and the auditor’s report
on those financial statements) are available
online at www.fonterra.com. Printed copies are
also available to every Unit holder free of charge
from the Manager on request by contacting the
Registrar at the following addresses:
New Zealand
Computershare Investor Services Limited
Private Bag 92 119
Auckland 1142, New Zealand
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622, NZ
Tel: +64 9 488 8777
Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
Australia
Computershare Investor Services Pty Limited
GPO Box 3329, Melbourne
VIC 8060, Australia
Tel: 1 800 501 366 (within Australia)
Tel: +61 3 9415 4083 (outside Australia)
Fax +61 3 9473 2009
DEFINITIONS
The following words have these meanings
in this Offer Document:
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.
DRP: The distribution reinvestment plan
established in relation to Units, as described
in this Offer Document.
Fonterra DRP: Fonterra’s dividend reinvestment
plan established in relation to Shares.
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.
NZSX 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
Unit holder who has validly
elected to participate in the DRP.
Participating Units: The Units held by a
Participant on a Record Date of which that
Participant has elected to participate in
the DRP.
Record Date: 5.00pm on the date fixed by
the Manager for determining entitlements to a
distribution.
Registrar: The Unit registrar, being, as at the
date of this Offer Document, Computershare
Investor Services Limited in New Zealand or
Computershare Investor Services Pty Limited
in Australia.
Share: A co-operative share in Fon
terra.
Strike Price: Has the mean
ing given to that term
in section 6 of these Terms and Conditions.
Terms and Conditions: The terms and conditions
that apply to this DRP, as set out in this
Offer Document.
Trust Deed: The t
rust deed dated 23 October
2012 constituting the Fonterra Shareholders’
Fund, as amended and restated with effect
from 1
July 2019.
Unit: A unit in
the Fonterra Shareholders’ Fund.

14 FONTERRA SHAREHOLDERS’ FUND DISTRIBUTION REINVESTMENT PLAN
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