2020 Fonterra Shareholders’ Fund Notice of Meeting

2020
Notice of
Annual Meeting
Notice is given that the 2020 Annual Meeting of unit holders of the
Fonterra Shareholders’ Fund will be held
MONDAY 9 NOVEMBER 2020
Commencing at 10am
(New Zealand Time)
The 2020 Annual Meeting will only go ahead in person if Auckland is
at COVID-19 alert level 1 on 9 November 2020.
If Auckland is at COVID-19 alert level 2 or above on 9 November 2020,
the Annual Meeting will move to being a virtual meeting only.
If this occurs, we will provide unit holders with as much notice as
is reasonably practicable via the NZX. Details of how to attend the
Annual Meeting virtually are set out in the Virtual Meeting Guide.

2
Notice of
Annual
Meeting
When
Monday 9 November 2020
Commencing at 10am
(New Zealand Time)
Items of Business
A. Welcome and Introduction
B. Address by the Chairman of the Manager of the
Fonterra Shareholders’ Fund
C. Address by the Chair-elect of
Fonterra Co-operative Group Limited
D. Address by Chief Executive Officer of
Fonterra Co-operative Group Limited
E. Unit holder discussion
F. Address by nominated director for election to the
Manager of the Fonterra Shareholders’ Fund
G. Resolution:
Unit holders will be asked to consider and, if thought
appropriate, to pass the following ordinary resolution:
1. To elect Mary-Jane Daly as a director of the Manager
of the Fund.
In accordance with the Fonterra Shareholders’ Fund
Trust Deed, the resolution above is to be considered as
an ordinary resolution and is required to be passed by a
simple majority of the votes of those unit holders entitled
to vote and voting at the Annual Meeting.
Ms Daly is an ‘Independent Director’ for the purpose of the
NZX Listing Rules.
H. Address by retiring director of the Manager of the
Fonterra Shareholders’ Fund
Explanatory Note
Further detail on Ms Daly is set out in the Explanatory Note
on page 4.
ATTENDANCE
All unit holders are entitled to attend and vote at the Annual
Meeting or to appoint a proxy or representative to attend
and vote on their behalf.
Questions
Unit holders may submit questions to the Board of the
Manager ahead of the Annual Meeting. Questions should be
relevant to matters at the Annual Meeting, including matters
arising from the financial statements or general questions
regarding the performance of the Fund or Fonterra.
The Manager has a discretion on which questions will be
addressed at the Annual Meeting.
Please submit questions by email to Investor.Relations@
fonterra.com. Please write ‘Questions from Unit Holders’ in
the subject line of the email.
There will also be an opportunity for unit holders and proxy
holders to ask questions at the Annual Meeting.
Where
Fonterra’s Auckland Office
109 Fanshawe Street, Auckland Central
And online virtually through web platform
web.lumiagm.com or by downloading Lumi AGM,
free from the App Store or Google Play Store.
Important Dates
These dates are given in New Zealand time.
Friday 6 November 2020, 5pm
Record Date for voting entitlements for the Annual Meeting
Saturday 7 November 2020, 10am
Latest time for receipt of Proxy/Voting forms or for online proxy
appointments
Monday 9 November 2020, 10am
Annual Meeting
PROXIES
A proxy need not be a unit holder, and may be appointed by
completing the form accompanying this Notice of Annual
Meeting or online at www.investorvote.co.nz.
The appointment of a proxy or representative does not
preclude a unit holder from attending and voting at the
Annual Meeting.
You may appoint the Chair of the Annual Meeting or any
other director of the Fund as your proxy.
If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair will be
appointed your proxy and will vote in accordance with your
express direction, and any undirected votes will (subject to
any restriction(s) set out in the NZX Listing Rules) be voted
in accordance with the Chair’s discretion.
ANDREW CORDNER
Company Secretary
Auckland, New Zealand
9 October 2020
FSF Management Company Ltd (Australian Registered Business Number 190 539 935,
incorporated in New Zealand) is the Manager of the Fonterra Shareholders’ Fund.

3
Letter
from the
Chairman
Dear Unit Holders
On behalf of the Board of Directors I am pleased to
invite you to the eighth Annual Meeting of unit holders
of the Fonterra Shareholders’ Fund, commencing at
10am NZT on Monday 9 November 2020 at Fonterra’s
offices, 109 Fanshawe Street, Auckland Central and online
virtually through the web platform web.lumiagm.com or by
downloading the Lumi AGM app (available at the App Store
or Google Play Store).
At the Annual Meeting, the Fund Board will be joined by
Peter McBride, Chair-elect of Fonterra, and Miles Hurrell,
Chief Executive Officer of Fonterra. I will present an overview
of the eighth year of the Fund and Peter and Miles will
discuss Fonterra’s performance over the past year. Unit
holders will also have the opportunity to ask questions about
the operations and management of Fonterra.
Unit holders will be asked to vote for the election of
Mary-Jane Daly as an Independent Director.
Ms Daly has been nominated by the Board to replace
Pip Dunphy who is retiring by rotation as an Independent
Director on the date of the Annual Meeting and has advised
that she will not be seeking re-election.
Biographical details for Ms Daly are included in the
Explanatory Note on the next page.
The Board unanimously recommends that unit holders elect
Ms Daly as an Independent Director.
If you cannot attend the meeting and wish to appoint a proxy
to vote on your behalf, you may direct your proxy to vote
for or against the resolution, to abstain from voting, or to
exercise their discretion as to how to vote.
If you appoint the Chair or any other director as proxy to
exercise their discretion on how to vote, they will cast your
proxy vote in favour of the election of Ms Daly.
If you would like to appoint a proxy, complete and lodge
the enclosed Proxy/Voting form (either by post or fax) with
Computershare Investor Services. Alternatively, you can
appoint a proxy online by going to www.investorvote.co.nz.
– you will need your CSN holder number and postcode (or
country of residence if outside New Zealand) to do this. If
you receive multiple Proxy/Voting forms, please complete
one Proxy/Voting form in respect of each unit holding.
All Proxy/Voting forms need to reach Computershare by
10am NZT on Saturday 7 November 2020.
For those unit holders who are attending the Annual
Meeting, please bring the enclosed Proxy/Voting form,
or your CSN holder number with you to assist with
your registration.
You are invited to join the Fund Board and Fonterra senior
management for light refreshments at the conclusion of the
Annual Meeting.
I look forward to seeing you then.
JOHN SHEWAN
CHAIRMAN
FONTERRA SHAREHOLDERS’ FUND

4
Explanatory
Note
The Board of the Manager of the Fonterra Shareholders’ Fund has statutory responsibilities for the activities of the Manager
and the Fund, including monitoring the compliance with regulatory requirements and ensuring that unit holders’ interests are
managed and protected in accordance with the constituent documents that relate to the Fund. Directors have no role in the
governance or operation of Fonterra.
Skills required of a director on the Board of the Manager include governance experience, preferably of a listed entity, financial
and capital markets knowledge, an understanding of co-operatives, and risk management experience.
The following profile has been provided by Ms Daly.
Resolution: Election of Director
Ms Daly has a strong background in banking and finance
in a variety of roles both in New Zealand and the
United Kingdom. She is Chair of the Earthquake Commission,
and an Independent Director of Kiwibank Limited,
Kiwi Property Group Limited and Auckland Transport.
Previous governance roles have included Cigna Life
Insurance New Zealand, Onepath Life, Airways Corporation
and the NZ Green Building Council.
Ms Daly’s last corporate executive role was Executive General
Manager at State Insurance. Prior to this appointment she
was Chief Financial Officer for IAG NZ and before joining
IAG, she spent four years with Fonterra as Group Treasurer
and Risk Manager. Her earlier career was spent with BNZ,
National Australia Bank, and Toronto-Dominion Bank.
MARY-JANE DALY
Ms Daly holds an MBA from City University in London, a BCom from
Canterbury University and is a Fellow of INFINZ, a Fellow of the
Financial Services Institute of Australasia and a Fellow of the Institute
of Directors New Zealand

5
2017
NOTICE OF
ANNUAL
MEETING
FRIDAY 3 NOVEMBER 2017
Commencing at 10am
(New Zealand time)
VOTING ENTITLEMENTS
Unit holders that will be entitled
to vote on the resolutions at the
Annual Meeting are those who
are unit holders of Fonterra
Shareholders’ Fund at 5pm NZT
on Monday 30 October 2017.
VOTING PROCESS
To vote, unit holders can either:
ATTEND IN PERSON
If you wish to attend the Annual
Meeting please bring the enclosed
Proxy/Voting form, or your
CSN holder number with you
to the meeting.
APPOINT A PROXY TO VOTE
If you do not propose to attend the
Annual Meeting, you can appoint a
proxy to attend the meeting and vote
on your behalf. The Chairman of the
meeting or any other director of the
Fund is willing to act as a proxy for
any unit holder who wishes to appoint
him or her for that purpose. To do this,
enter ‘the Chairman’ or the name of
your proxy in the space provided on
the Proxy/Voting form (further details
are provided on the form).
To appoint a proxy, you need to do
one of the following:
ONLINE
Lodge your proxy online by going
to www.investorvote.co.nz. You will
need your CSN Holder number and
postcode (or country of residence
if outside New Zealand).
If you do not have your CSN holder
number, please contact Computershare
at enquiry@computershare.co.nz
or +64 9 488 8777 (international).
FAX
You can fax your Proxy/Voting form
to +64 9 488 8787.
MAIL
Return the Proxy/Voting form by mail
to the Share Registrar, Computershare
Investor Services Limited, Private
Bag 92119, Auckland 1142, using the
Freepost envelope provided.
For your proxy to be effective it
must be received by 10am NZT on
Wednesday 1 November 2017.
WEBCAST
The Annual Meeting will be webcast
online. To view the webcast, go to
www.fonterra.com/investor
The addresses of the manager of the
Fund and the supervisor are as follows:
FSF MANAGEMENT COMPANY LIMITED
109 Fanshawe Street, Auckland 1010,
New Zealand
Attention: Company Secretary
GUARDIAN TRUST COMPANY LIMITED
Level 6, 191 Queen Street, Auckland
1010, New Zealand
Attention: Relationship Manager
Corporate Trusts
PROCEDURAL NOTES
MEETING VENUE
Fonterra’s Auckland Office
ADDRESS
109 Fanshawe Street,
Auckland Central, New Zealand
PARKING
Parking is available at public car
parks in the vicinity of the venue
including Wilson Parking at
136 Fanshawe Street, and Viaduct
car park on Sturdee Street.
FANSHAWE STREET
FANSHAWE STREET
VICTORIA PARK
HALSEY STREET
VICTORIA STREET
VICTORIA STREET
FRANKLIN ROAD
HALSEY STREET
VICTORIA STREET WEST
DALDY STREET
GAUNT STREET
PACKENHAM STREET W
WELLESLEY STREET W
NELSON STREET
ST W
MARKET PL
CUSTOMS ST W
STURDEE ST
VICTORIA STREET WEST
HOBSON STREET
PACKENHAM ST E
C
U
S
T
OM
S
V
I
ADU
C
T
H
B
R

L
N
BEAUMONT STREET
BEAUMONT STREET
F
A
N
S
H
A
W
E
S
T
MADDEN STREET
DALDY ST
JELLICOE STREET
JELLICOE STREET
FEDERAL STREET
ALBERT STREET
WYNDHAM ST
SWANSON STREET
WOLFE STREET
FONTERRA’S
AUCKLAND
OFFICE
DOWNTOWN
CARPARK
VIADUCT
CARPARK
AT PARKING
FANSHAWE ST
ST PATRICK’S
SQUARE
Procedural Notes
Voting Entitlements
Unit holders that will be entitled to vote on the resolution
at the Annual Meeting are those who are unit holders of
the Fonterra Shareholders’ Fund at 5pm NZT on Friday
6 November 2020.
The Fund is holding a hybrid annual meeting this year to
allow shareholders who are unable to attend in person to
have the opportunity to attend online through the web
platform web.lumiagm.com or by downloading the Lumi
AGM App from the App Store or Google Play Store for free.
By using the web platform or the App, you will be able to
watch the Annual Meeting and vote and ask questions online
using your smartphone, tablet or desktop device.
Please refer to the enclosed Virtual Meeting Guide for
more information.
Voting Process
Voting will be conducted by a poll. To vote, unit holders
can either:
ATTEND IN PERSON OR VIRTUALLY
If you wish to attend the Annual Meeting please bring the
enclosed Proxy/Voting form, or your CSN holder number
with you to the meeting or participate virtually via the web
platform web.lumiagm.com or by downloading Lumi AGM
from the App Store or Google Play Store for free.
APPOINT A PROXY TO VOTE
If you do not propose to attend the Annual Meeting, you
can appoint a proxy to attend the meeting and vote on your
behalf. The Chair of the meeting or any other director of
the Fund is willing to act as a proxy for any unit holder who
wishes to appoint him or her for that purpose. To do this,
enter ‘the Chair’ or the name of your proxy in the space
provided on the Proxy/Voting form (further details are
provided on the form).
If you appoint the Chair or any other director as proxy to
exercise their discretion on how to vote, they will cast your
proxy vote in favour of the election of Ms Daly.
To appoint a proxy, you need to do one of the following:
ONLINE
Lodge your proxy online by going www.investorvote.co.nz.
You will need your CSN holder number and postcode (or
country of residence if outside New Zealand).
If you do not have your CSN holder number, please contact
Computershare at enquiry@computershare.co.nz or
+64 9 488 8777 (international).
FAX
You can fax your Proxy/Voting form to +64 9 488 8787.
MAIL
Return the Proxy/Voting form by mail to the Share Registrar,
Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, using the Freepost envelope provided.
For your proxy appointment to be effective it must be
received by 10am NZT on Saturday 7 November 2020.
The addresses of the manager of the Fund and the supervisor
are as follows:
FSF MANAGEMENT
COMPANY LIMITED
109 Fanshawe Street, Auckland
1010, New Zealand
Attention: Company Secretary
GUARDIAN TRUST
COMPANY LIMITED
Level 6, 191 Queen Street,
Auckland 1010, New Zealand
Attention: Relationship Manager
Corporate Trusts
MEETING VENUE
Fonterra’s Auckland Office
ADDRESS
109 Fanshawe Street, Auckland Central, New Zealand
PARKING
Parking is available at public car parks in the vicinity of the
venue including the Viaduct car park on Sturdee Street.
72-100

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Your secure access information
Control Number:
PLEASE NOTE:
www.investorvote.co.nz
Fonterra Shareholders' Fund
Smartphone?
Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy appointment to be effective it must be received by 10am Saturday 7 November 2020
Turn over to complete the form to vote
How to Vote on Items of Business
All your units will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chair of
the Meeting, or any other director, is willing to act as proxy for any unit holder
who wishes to appoint him or her for that purpose. To do this, enter 'the Chair'
or the name of your proxy in the space allocated in 'Step 1'of this form.
Alternatively you can appoint a proxy online at
www.investorvote.co.nz
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending
and voting in person or virtually
The Manager of the Fund encourages all unit holders to attend the Annual
Meeting or vote virtually via the online web platform web.lumiagm.com or by
downloading Lumi AGM from the App Store or Google Play Store for free. If you
attend in person you should bring your proxy/voting form or your CSN/
Securityholder Number to assist with registration at the meeting.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the unit holder must sign.
Joint Holding
Where the holding is in more than one name, all of the unit holders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Manager) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Manager with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the Manager, please write them on
a separate sheet of paper and return with this form.

STEP 1
ATTENDANCE SLIP
SIGN
Contact Name Contact Daytime Telephone Date
STEP 2
hereby appointof
or failing him/her
of
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
I/We being a unit holder/s of theFonterra Shareholders' Fund
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Fonterra Shareholders'
Fund to be held at Fonterra’s Auckland Office, 109 Fanshawe Street, Central Auckland on Monday 9 November 2020 at 10am (New Zealand time) and at any
adjournment of that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority. If you do not mark a box your proxy may vote as they choose.
Items of Business - Voting Instructions/Ballot Paper
Signature of unit holder(s) This section must be completed.
Unit holder 1
or Sole Director/Director
Unit holder 2
or Director (if more than one)
Unit holder 3
Annual Meeting of Fonterra Shareholders' Fund to be held at
Fonterra’s Auckland Office, 109 Fanshawe Street, Central
Auckland on Monday 9 November 2020 at 10am (New Zealand
time)
@Elect Electronic Communications
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
ForAgainstAbstain
Proxy
Discretion
1. To elect Mary-Jane Daly as a director of the Manager of the Fund.

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STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username (CSN/Holder
Number) and password (postode
or country code for overseas
residents)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to either:
>Visit web.lumiagm.com on your desktop or mobile device. Ensure that your browser is compatible —
Lumi AGM supports the
latest

versions of Chrome, Safari, Internet Explorer
, Edge and Firefox; or
>Download Lumi AGM from the App Store or Google Play Store for free

—

search for
Lumi AGM.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between
8.30am and 5.00pm Monday to Friday (New Zealand time).
Unit holders are encouraged to download the app prior to the Annual Meeting if you will be using a mobile device.
VOTING AT A GLANCE
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am and 5.00pm Monday
to Friday (New Zealand time).
MEETING ID
380-776-293
LOGGING IN
To log in, you must have the following information (which can be found on your Voting and Proxy Form) or you can log in as a guest if
you are not a unit holder in the Fonterra Shareholders' Fund. Please note, if you have logged in as a guest you will not be able to ask
any questions or vote.
R
e
mote entry to the Annual Meeting will open at 9.30AM NZT
on Monday
9 November 2020
, with the mee
ting commencing
at 10.00AM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have downloaded Lumi AGM
or entered web.lumiagm.com into your
internet browser, you’ll be prompted
to enter the Meeting ID and accept the
terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any unit holder or appointed proxy/
representative attending the meeting is
eligible to ask questions. If you would
like to ask a question, select then
type and submit your question. It will
be sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.