D&O Ongoing Disclosure Notice

ONGOING DISCLOSURE NOTICE
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(1) and 298(1) Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Fonterra Co-operative Group Limited
Date this disclosure made:
16 March 2020
Date of last disclosure:
14 January 2020
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:
Acquired 1, 124 Ordinary Units through a distribution in
accordance with the Contract Fee Trust to Seven Mile
Farms
Limited. For further information
about the
Contract Fee Trust see the market announcement
dated 14 August 2019.
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:
0
Number held in class after acquisition or disposal:
1,124
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):
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):
2829728 v1

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 deivative,-
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:
D Details
of transactions
giving
rise
to acquisition
or dasposal
E Summary of other
relevant interests after acquisition or disposal:
Total
number of transactions to which notice relates1
Details of transactions requiring disclosure-
Date
of
transaction:27
February 202A
Nature
of
transaction:Acquired 1,124 Ordinary Units through a distribution
in
accordance
with the Contract
Fee
Trust to Seven
Mile
Farms Limited
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. lf 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:
1,124
units
lf
the
issuer has
a
financial
products
trading
policy
that
prohibits
dircctors or senior managers
from trading
during any
peiod
without wiften clearance
(a
closed
period)
include the following details-
Whether relevant interests were acquired or
disposed
of during a closed
period:
Yes
Whether
prior
written
clearance
was
provided
to allow
the acquisition
or disposal to
proceed
during the closed
period:
Not
required
as
distribution of
Units in accordance
with
the Contract
Fee Trust.
Date of the
prior
written clearance
(if
any):
N/A
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 and
361,185
Current
registered holder(s):Corona
Farms Ltd and Seven
Mile Farms Limited
Class of
quoted
financial
products:
Units
in Fonterra Shareholders
Fund
Nature of
relevant
interest:
Director
and
Unitholder
For that relevant interest,-
282972A vl

Number held in class:
9,317
Current registered holde(s):
Corona
Farms Ltd
For
a deivative relevant
inferes(-
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
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'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
deivative
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
certify
that, to the best of
my knowledge and belief,
the information contained in
this disclosure
is correct
and
that I am
duly authorised
to
make this disclosure
by
all
persons
for whom it is
pade.
N
Signature of director
or officer:
Date of sisnature:
l4
I
3
I a0
JD
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-
(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
2829728 Y1
3
or

4
(b)
in
any
other
case,
5 trading
days after
the
first acquisition
or
disposal
disclosed
in this
notice.
2829724
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